10-Q

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 June 30, 2015

OR

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

For the transition period from          to          .

Commission file number: 000-50463

Callidus Software Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0438629
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

Callidus Software Inc.

4140 Dublin Boulevard, Suite 400

Dublin, California  94568

(Address of principal executive offices, including zip code) 

(925) 251-2200

(Registrant’s telephone number, including area code) 

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

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

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

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

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

There were 55,721,946 shares of the registrant’s common stock, par value $0.001, outstanding on July 31, 2015, the latest practicable date prior to the filing of this report.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	Page
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 6. Exhibits	38
Signatures	38
Exhibit Index	39

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CALLIDUS SOFTWARE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share data)

	June 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	72,272		$	34,200
Short-term investments	19,990			2,766
Accounts receivable, net of allowances of $649 and $1,063 at June 30, 2015 and December 31, 2014, respectively	42,385			41,623
Prepaid and other current assets	9,492			10,384
Total current assets	144,139			88,973
Property and equipment, net	19,454			18,755
Goodwill	47,073			46,970
Intangible assets, net	15,491			17,757
Deferred income taxes, noncurrent	399			440
Deposits and other noncurrent assets	2,854			3,403
Total assets	$	229,410		$	176,298
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,160		$	2,056
Accrued payroll and related expenses	8,105			9,051
Accrued expenses	12,607			16,868
Deferred income taxes	1,475			1,475
Deferred revenue	67,108			61,427
Capital lease obligations	668			1,001
Total current liabilities	93,123			91,878
Deferred revenue, noncurrent	7,351			10,195
Deferred income taxes, noncurrent	334			561
Revolving line of credit	—			10,481
Other noncurrent liabilities	4,561			4,709
Total liabilities	105,369			117,824
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $0.001 par value; 100,000 shares authorized; 58,055 and 51,285 shares issued and 55,716 and 48,946 shares outstanding at June 30, 2015 and December 31, 2014, respectively	55			49
Additional paid-in capital	418,509			344,312
Treasury stock; 2,339 shares at June 30, 2015 and December 31, 2014	(14,430		)	(14,430		)
Accumulated other comprehensive loss	(608		)	(739		)
Accumulated deficit	(279,485		)	(270,718		)
Total stockholders’ equity	124,041			58,474
Total liabilities and stockholders’ equity	$	229,410		$	176,298

See accompanying notes to unaudited condensed consolidated financial statements.

3

CALLIDUS SOFTWARE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenue:
Recurring	$	30,713		$	23,684		$	59,606		$	45,934
Services and license	10,901			8,831			21,753			17,558
Total revenue	41,614			32,515			81,359			63,492
Cost of revenue:
Recurring	7,841			7,502			16,199			14,790
Services and license	8,062			5,628			15,723			10,738
Total cost of revenue	15,903			13,130			31,922			25,528
Gross profit	25,711			19,385			49,437			37,964
Operating expenses:
Sales and marketing	14,796			11,808			28,522			22,535
Research and development	6,002			5,045			12,040			9,918
General and administrative	9,112			5,135			16,530			10,221
Restructuring and other	118			404			234			404
Total operating expenses	30,028			22,392			57,326			43,078
Operating loss	(4,317		)	(3,007		)	(7,889		)	(5,114		)
Interest income and other income (expense), net	(186		)	3,941			(376		)	3,968
Interest expense	(56		)	(154		)	(123		)	(391		)
Income (loss) before provision for income taxes	(4,559		)	780			(8,388		)	(1,537		)
Provision for income taxes	165			530			379			680
Net income (loss)	$	(4,724	)	$	250		$	(8,767	)	$	(2,217	)
Net income (loss) per share
Basic	$	(0.08	)	$	—		$	(0.16	)	$	(0.05	)
Diluted	$	(0.08	)	$	—		$	(0.16	)	$	(0.05	)
Weighted average shares used in computing net income (loss) per share:
Basic	55,595			46,648			53,166			46,298
Diluted	55,595			48,061			53,166			46,298
Comprehensive income (loss):
Net income (loss)	$	(4,724	)	$	250		$	(8,767	)	$	(2,217	)
Unrealized gain (loss) on available-for-sale securities	(2		)	—			4			(2		)
Foreign currency translation adjustments	820			(18		)	121			17
Comprehensive income (loss)	$	(3,906	)	$	232		$	(8,642	)	$	(2,202	)

See accompanying notes to unaudited condensed consolidated financial statements.

4

CALLIDUS SOFTWARE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(8,767	)	$	(2,217	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	2,939			2,564
Amortization of intangible assets	2,547			2,525
Gain on sale of intangible assets	—			(3,862		)
Provision for doubtful accounts	676			480
Stock-based compensation	9,909			4,924
Deferred income taxes	(235		)	(239		)
Release of valuation allowance	—			(149		)
Loss on disposal of property and equipment	6			—
Amortization of convertible notes issuance cost	—			58
Net amortization on investments	20			15
Changes in operating assets and liabilities:
Accounts receivable	(1,437		)	(243		)
Prepaid and other current assets	941			(291		)
Other noncurrent assets	549			401
Accounts payable	915			(706		)
Accrued expenses	729			1,553
Accrued payroll and related expenses	(946		)	(1,149		)
Accrued restructuring and other expenses	(32		)	(50		)
Deferred revenue	2,837			2,832
Net cash provided by operating activities	10,651			6,446
Cash flows from investing activities:
Purchases of investments	(17,591		)	(1,209		)
Proceeds from maturities and sale of investments	351			5,050
Purchases of property and equipment	(8,285		)	(4,018		)
Purchases of intangible assets	(270		)	(743		)
Proceeds from sale of intangible assets, net of expenses	—			4,651
Acquisitions, net of cash acquired	—			(2,402		)
Net cash (used in) provided by investing activities	(25,795		)	1,329
Cash flows from financing activities:
Proceeds from follow-on offering, net of issuance costs	64,372			—
Proceeds from issuance of common stock	2,229			1,975
Restricted stock units acquired to settle employee withholding liability	(2,356		)	(1,439		)
Excess tax benefit from stock-based compensation	33			—
(Repayment) proceeds from line of credit	(10,481		)	2,982
Payment of consideration related to acquisitions	(226		)	(630		)
Repayment of debt	—			(645		)
Payment of principal under capital leases	(333		)	(416		)
Net cash provided by financing activities	53,238			1,827
Effect of exchange rates on cash and cash equivalents	(22		)	17
Net increase in cash and cash equivalents	38,072			9,619
Cash and cash equivalents at beginning of period	34,200			28,295
Cash and cash equivalents at end of period	$	72,272		$	37,914
Supplemental disclosures of cash flow information:
Cash paid for interest on convertible debt	$	—		$	277
Cash paid for interest on capital leases	$	13		$	24
Cash paid for interest on line of credit	$	122		$	—
Non-cash investing and financing activities:
Conversion of debt to equity	$	—		$	14,197
Reclassification of unamortized debt issuance cost to additional paid-in capital as a result of debt conversion	$	—		$	253
Purchases of property and equipment through accounts payable and other accrued liabilities	$	4,607		$	996

See accompanying notes to unaudited condensed consolidated financial statements.

5

CALLIDUS SOFTWARE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Summary of Significant Accounting Policies

Basis of Presentation and Summary of Accounting Policies

All amounts included herein related to these unaudited condensed consolidated financial statements as of June 30, 2015 and the three and six months ended June 30, 2015 and 2014 are unaudited and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Callidus Software Inc.'s ("Company") Annual Report on Form 10-K for the year ended December 31, 2014. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the Securities and Exchange Commission ("SEC") rules and regulations regarding interim financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2015.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Japan, Malaysia, Mexico, New Zealand, Serbia, Singapore, and the United Kingdom. All intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

Preparation of the unaudited condensed consolidated financial statements in conformity with GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities, the allocation of the value of purchase consideration for business acquisitions, and other contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis for continued reasonableness, using historical experience and other factors, including the current economic environment. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and declines in information technology spending by prospective customers have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the condensed consolidated financial statements in future periods.

Revenue Recognition

            The Company generates revenue by providing software applications as a service through on-demand subscription, perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Recurring Revenue. Recurring revenue, which includes software-as-a-service ("SaaS") revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing subscriptions and receiving support for on-premise solutions. The Company also recognizes revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and are recorded in SaaS revenue. Revenue related to Overages was immaterial during the three and six months ended in June 30, 2015 and June 30, 2014.

           Service and Other Revenue. Service and other revenue primarily consist of training, integration and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting

6

and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and other revenue also includes license revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met.

            In certain arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria is satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and other revenue, and an equivalent amount of reimbursable expenses is included in cost of services and other revenue.

In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration.

SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments.

The Company recognizes revenue when all of the following conditions are met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fees are fixed or determinable; and    

• Collection of the fees is reasonably assured.

If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met.

Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)-Multiple-Deliverable Revenue Arrangements. The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements.

The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rate for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements.

Multiple-deliverable arrangements with on-premise license. For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a consistent number of stand-alone sales of this deliverable have been priced within a reasonably narrow range. The Company's revenue arrangements generally do not include a general right of return relative to the delivered products.

For the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized over the maintenance period, because the Company does not sell maintenance separately.

Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue.

7

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 may also impact how the Company accounts for certain direct costs associated with its revenues. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted one year earlier. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on the condensed consolidated financial statements and has not yet selected a transition method.

Note 2—Financial Instruments

As of June 30, 2015 and December 31, 2014, all investment debt securities were classified as available-for-sale and carried at estimated fair value, which is determined based on the inputs discussed below.

The Company classifies all highly liquid instruments with an original maturity on the date of purchase of three months or less as cash and cash equivalents.  The Company classifies available-for-sale securities that have a maturity date longer than three months as short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and which the Company does not intend to hold to maturity.

Realized gains and losses are calculated using the specific identification method. As of June 30, 2015 and December 31, 2014, the Company had no short-term investments in a material unrealized loss position.

The components of the Company’s cash, cash equivalents, and investments classified as available-for-sale were as follows at June 30, 2015 and December 31, 2014 (in thousands):

June 30, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash	$	72,249	$	—	$	—		$	72,249
Cash equivalents:
Money market funds	23		—		—			23
Total cash equivalents	23		—		—			23
Total cash and cash equivalents	$	72,272	$	—	$	—		$	72,272
Short-term investments:
Certificates of deposits	$	1,250	$	—	$	(1	)	$	1,249
Corporate notes and U.S government agency obligations	18,742		—		(1		)	18,741
Total short-term investments	$	19,992	$	—	$	(2	)	$	19,990

December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash	$	27,890	$	—	$	—		$	27,890
Cash equivalents:
Money market funds	6,310		—		—			6,310
Total cash equivalents	6,310		—		—			6,310
Total cash and cash equivalents	$	34,200	$	—	$	—		$	34,200
Short-term investments:
Corporate notes and U.S. government agency obligations	$	2,773	$	—	$	(7	)	$	2,766
Total short-term investments	$	2,773	$	—	$	(7	)	$	2,766

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The market value and the amortized cost of available-for-sale debt securities by contractual maturities as of June 30, 2015 were as follows (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	7,484	$	7,480
Between 1 and 2 years	12,508		12,510
Total	$	19,992	$	19,990

The Company had no realized gains or losses on sales of its investments for the three and six months ended June 30, 2015 and 2014. The Company had net purchases of investments of $17.2 million during the six months endedJune 30, 2015 and net proceeds from maturities and sales of investments of $3.8 million during the six months ended June 30, 2014.

The short-term investments in highly rated credit securities generally have minor to moderate fluctuations in the fair values from period to period. The Company monitors credit ratings, downgrades and significant events surrounding these securities in order to assess whether any of the impairments will be considered other-than-temporary. The Company did not identify any securities held as of June 30, 2015 or as of December 31, 2014 for which the fair value declined significantly below amortized cost and were considered other-than-temporary impairments.

Note 3—Fair Value Measurements

The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company’s financial assets was determined using the following inputs at June 30, 2015 (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets  for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
June 30, 2015	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	23	$	23	$	—	$	—
Certificates of deposit (2)	1,250		—		1,250		—
Corporate notes and U.S. government agency obligations (2)	18,740		—		18,740		—
Total	$	20,013	$	23	$	19,990	$	—

_____________________________________________________________________________

(1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

(2) Included in short-term investments on the unaudited condensed consolidated balance sheet.

The estimated fair value of the Company’s financial assets was determined using the following inputs at December 31, 2014 (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets  for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
December 31, 2014	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	6,310	$	6,310	$	—	$	—
Corporate notes and U.S. government agency obligations (2)	2,766		—		2,766		—
Total	$	9,076	$	6,310	$	2,766	$	—

_____________________________________________________________________________

(1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

(2) Included in short-term investments on the unaudited condensed consolidated balance sheet.

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Valuation of Investments

Level 1 and Level 2

The Company’s available-for-sale securities include money market funds, certificate of deposits, corporate notes and U.S. government agency obligations. The Company values these securities using a pricing matrix from a pricing service provider, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). The Company classifies all of its available-for-sale securities, except for money market funds, as having Level 2 inputs. The Company validates the estimated fair value of certain securities from a pricing service provider on a quarterly basis. The valuation techniques used to measure the fair value of the financial instruments having Level 2 inputs, all of which have counterparties with high credit ratings, were derived from the following: non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data. 

Level 3

As of June 30, 2015, the Company had no Level 3 instruments. The Company did not have any transfers between Level 1, Level 2 and Level 3 fair value measurements during the periods presented as there were no changes in the composition in Level 1, 2 or 3. 

Note 4—Commitments and Contingencies

Except as discussed below, there were no material changes in the Company's commitments under contractual obligations as disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2014.

Letter of Credit

The Company obtained a $0.2 million letter of credit in August 2014 for a security deposit. The letter of credit will expire on August 31, 2015.

The Company obtained a $1.1 million letter of credit in October 2014 for leased space in Dublin, California. The letter of credit will expire on October 1, 2015.

Revolver Line of Credit

In May 2014, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to the Company in an amount not to exceed $10.0 million, with an accordion feature that allows the Company to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million. In September 2014, the Company increased the maximum borrowing amount to $15.0 million. The Revolver matures in May 2019. During the quarter ended June 30, 2015, the Company paid off the outstanding amount of $10.5 million.

Pursuant to the agreement, the Company is required to maintain a leverage ratio of 3.00:1.00 and a minimum liquidity of $7.5 million.

Outstanding borrowings under the Revolver bear interest, at the Company's option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on the Company's leverage ratio. A fee of 0.25% per annum is payable with respect to the unused portion of the commitment. Interest is payable every three months.

Warranties and Indemnification

The Company generally warrants that its software will perform in accordance with its standard documentation. Under the Company’s standard warranty, should a software product not perform as specified in the documentation within the warranty period, the Company will repair or replace the software or refund the license fee paid. To date, the Company has not incurred any incremental costs related to warranty obligations for its software.

The Company’s product license and on-demand agreements typically include a limited indemnification provision for claims by third parties relating to the Company’s intellectual property. To date, the Company has not incurred material costs, and has not accrued any costs, related to such indemnification provisions.

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Note 5—Restructuring and Other

Restructuring and other expenses primarily consist of costs associated with exit from excess facilities, employee terminations and incremental depreciation expense as a result of the change in the estimated useful life of assets to be abandoned.

The Company incurred restructuring and other expenses of $0.1 million and $0.2 million during the three and six months ended June 30, 2015, respectively. The Company incurred restructuring and other expenses of $0.4 million during the three and six months ended June 30, 2014.

The following tables set forth a summary of accrued restructuring and other expenses for the six months endedJune 30, 2015 and 2014 (in thousands):

	December 31, 2014		Additions		Adjustments			Cash Payments			June 30, 2015
Severance and termination-related costs	$	—	$	227	$	—		$	(227	)	$	—
Facilities-related costs	194		7		(7		)	(78		)	116
Total accrued restructuring and other expenses	$	194	$	234	$	(7	)	$	(305	)	$	116

	December 31, 2013		Additions		Adjustments		Cash Payments			June 30, 2014
Severance and termination-related costs	$	141	$	70	$	—	$	(203	)	$	8
Facilities related costs	234		162		—		(79		)	317
Total accrued restructuring and other expenses	$	375	$	232	$	—	$	(282	)	$	325

Note 6—Net Loss Per Share

Basic net loss per share is calculated by dividing net loss for the period by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted average common shares outstanding, adjusted for all dilutive potential common shares, which includes shares issuable for the period of time the Company's 4.75% Convertible Senior Notes ("Convertible Notes") were outstanding, the exercise of outstanding common stock options, the release of restricted stock units, and purchases of shares pursuant to the Company's employee stock purchase plan ("ESPP"), to the extent these shares are dilutive. For the three and six months ended June 30, 2015 and 2014, the diluted net loss per share calculation was the same as the basic net loss per share calculation as all potential common shares were anti-dilutive.

     Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Restricted Stock Units	2,494	1,395	2,644	2,245
Stock Options	934	236	1,016	1,841
ESPP Shares	69	31	69	65
Convertible Notes	—	1,507	—	1,674
Total	3,497	3,169	3,729	5,825

The weighted average exercise price of stock options excluded for the three and six months ended June 30, 2015 was $6.12 and $6.03, respectively, and for the three and six months ended June 30, 2014 was $7.96 and $5.34, respectively.

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Note 7—Stock-based Compensation

Expense Summary

Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The Company recognizes stock-based compensation expense, for the portion of the awards that are ultimately expected to vest, on a ratable basis, over the requisite service period for those awards with graded vesting and service conditions.

The table below sets forth a summary of stock-based compensation expense for the three and six months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock Options	$	147	$	210	$	317	$	413
Restricted Stock Units
Performance-based Awards	636		435		1,384		827
Service-based Awards	4,084		1,798		7,728		3,290
ESPP Shares	225		189		480		394
Total stock-based compensation	$	5,092	$	2,632	$	9,909	$	4,924

As of June 30, 2015, there were $1.0 million, $3.6 million, $16.0 million and $0.2 million of total unrecognized compensation expense related to stock options, performance-based awards, service-based awards and ESPP shares, respectively. The expenses related to stock options, performance-based awards, service-based awards and ESPP shares are expected to be recognized over a weighted average period of 2.0 years, 1.6 years, 2.1 years and 0.4 years, respectively.

The table below sets forth the functional classification of stock-based compensation expense for the three and six months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Cost of recurring revenue	$	249	$	192	$	537	$	374
Cost of services and other revenue	237		256		579		470
Sales and marketing	1,157		810		2,615		1,402
Research and development	650		474		1,447		912
General and administrative	2,799		900		4,731		1,766
Total stock-based compensation	$	5,092	$	2,632	$	9,909	$	4,924

Performance-based Awards

The Company includes performance-based award activity with restricted stock units.

During the six months ended June 30, 2015, the Company did not grant performance awards. During the three months ended June 30, 2014, the Company granted performance awards with vesting contingent on absolute SaaS revenue growth over the three-year period from 2014 through 2016, and the Company’s relative total stockholder return over the three-year period from 2014 through 2016 versus an index of 17 SaaS companies.

Determination of Fair Value

The fair value of service-based awards is estimated based on the market value of the Company’s stock on the date of grant. A portion of the performance awards granted during 2014 are based on relative stockholder return and therefore, are subject to a market condition. As a result, the fair value of performance awards is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the grants of performance awards based on simulated future index of the peer companies.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model. No stock options were granted during the six months ended June 30, 2015 and June 30, 2014.

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The fair value of each ESPP share is estimated on the enrollment date of the offering period using the Black-Scholes valuation model and the assumptions noted in the following table:

	Six Months Ended June 30,
	2015	2014
Employee Stock Purchase Plan
Expected life (in years)	0.49 to 1.00	0.49 to 1.00
Risk-free interest rate	0.07% to 0.25%	0.08% to 0.12%
Volatility	42% to 46%	47% to 50%
Dividend yield	None	None

Note 8—Income Taxes

Income tax expense for the three months ended June 30, 2015 was $0.2 million compared to $0.5 million for the same period in 2014. The decrease in taxes was attributable to lower withholding and income taxes in foreign jurisdictions in 2015 compared to 2014. Income tax expense for the six months ended June 30, 2015 was $0.4 million, compared to $0.7 million for the same period in 2014. The decrease in taxes was attributable primarily to lower withholding and income taxes in foreign jurisdictions. 

Note 9—Segment, Geographic and Customer Information

The accounting principles guiding disclosures about segments of an enterprise and related information establish standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method of determining which information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision maker is considered to be the Company’s chief executive officer ("CEO"). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one business segment, which is the development, marketing and sale of sales and marketing effectiveness cloud software and related services.

The following table summarizes revenue for the three and six months ended June 30, 2015 and 2014 by geographic areas (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
United States	$	31,231	$	25,178	$	62,156	$	50,493
EMEA	4,780		3,785		8,461		6,747
Asia Pacific	2,270		1,916		4,971		3,242
Other	3,333		1,636		5,771		3,010
	$	41,614	$	32,515	$	81,359	$	63,492

Substantially all of the Company’s long-lived assets are located in the United States and United Kingdom. Long-lived assets located outside the United States and United Kingdom are immaterial.

During the three and six months ended June 30, 2015 and 2014, no customer accounted for more than 10% of total revenue.

Note 10—Related-Party Transactions

In June 2013, in the normal course of business, the Company entered into agreements with Lithium Technologies, Inc. (“Lithium”), whose Chief Financial Officer is a member of the Company's Board of Directors. In 2014, the Company purchased an annual subscription for Lithium's social media management solutions in the amount of $120,000, which was paid in full during 2014. As of June 30, 2015, approximately $6,300 of the amount remains in prepaid and other current assets. In 2015, the Company purchased an annual subscription for $155,000 which is included in accounts payable as of June 30, 2015.

In 2013, Lithium entered into a two-year web hosting agreement with the Company for an annual amount of $113,000. During the three and six months ended June 30, 2015, the Company recognized approximately $29,000 and $57,000, respectively, in revenue under this annual hosting agreement and $37,500 and $112,500, respectively, in service revenue.

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In 2014, the Company purchased a one-time annual subscription from Lithium for Social Services for $40,000, which amount was paid in full in 2014. Also in 2014, the Company purchased an annual subscription from Lithium for Community Administration for $45,000, which amount was paid in full in January 2015. In 2015, the Company incurred $30,000 for redesigning the user interface for Community Administration subscription, which was paid in full as of June 30, 2015. As of June 30, 2015, $23,000 was included in prepaid and other current assets.

11. Subsequent Event

On July 22, 2015, the Company acquired ownership of BridgeFront LLC., a leading provider of cloud-based education content for the healthcare industry, most notably in the compliance and revenue cycle domains.  The acquisition strengthens our Litmos mobile learning applications in the healthcare industry.  The purchase consideration was approximately$5.0 million, which included an indemnity holdback payable upon the one year closing anniversary.  In addition, the Company may pay certain earn-out consideration over the next 18 months if certain financial targets are met. The Company is unable to provide the preliminary purchase allocation related to this acquisition because the initial accounting for the acquisition was not completed at the time the Company’s financial statements were issued.

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

The following discussion of financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 and with the unaudited condensed consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. This section of this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our future plans, objectives, expectations, prospects, intentions and financial performance and the assumptions that underlie these statements. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” "may," “will,” and similar expressions and the negatives thereof identify forward-looking statements, which generally are not historical in nature.  These forward-looking statements include, but are not limited to, statements concerning the following: levels of recurring revenue, levels of SaaS revenue, changes in and expectations with respect to revenue, revenue growth and gross profits, operating expense levels, the impact of quarterly fluctuations of revenue and operating results, staffing and expense levels, expected cash and investment balances, the impact of foreign exchange rates and interest rate fluctuations, projected future financial performance, our anticipated growth and trends in our businesses, our business strategy, and other characterizations of future events or circumstances.  As and when made, management believes that these forward-looking statements are reasonable.  However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made and may be based on assumptions that do not prove to be accurate.  In addition, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.  Many of these risks and uncertainties are described in “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 and in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances occurring after the date of this Quarterly Report on Form 10-Q, except as required by law.

Overview

CallidusCloud^® is a global leader in cloud-based sales, marketing, learning and customer experience solutions. CallidusCloud enables its customers to accelerate their Lead to Money process with a suite of solutions that can, among other things, identify leads, implement territory and quota plans, enable sales forces, automate bid configuration pricing and quoting, manage contracts, streamline sales compensation and capture customer feedback for competitive advantage. Over 4,000 organizations, across a broad set of industries, rely on CallidusCloud to optimize the Lead to Money process and close more deals, faster.

Lead to Money is a process designed to help companies respond to the changing role of sales and marketing in the redefined buying cycle. In the last decade, the ubiquity of social networks, mobile devices and e-commerce has transformed the traditional sales cycle into a buyer-led digital journey. Buyers are researching and evaluating companies online and are completing a significant portion of their purchases digitally. In order to successfully turn leads into money, sales, marketing, learning and customer experience teams must work together.

We provide a suite of Software-as-a-Service ("SaaS") solutions which generate revenue from cloud subscriptions, sales operation services and term licenses. Our SaaS customers typically purchase annual subscriptions, but occasionally will purchase multi-year subscriptions.

Revenue Growth and Customer Expansion

Revenue Growth and Customer Expansion

For the three months ended June 30, 2015, we added approximately 200 net new customers and as of June 30, 2015, we had over 4,000 customers.

For the three months ended June 30, 2015, total revenue was $41.6 million, an increase of $9.1 million, or 28%, from the three months ended June 30, 2014. Total recurring revenue, which includes SaaS and maintenance revenue, increased by 30% in the three months ended June 30, 2015 from the same period in 2014. SaaS revenue increased to $27.2 million in the three months ended June 30, 2015, representing an increase of $7.6 million, or 39%, from the same period in 2014. Recurring revenue gross margins were 74% and 73% in the three and six months ended June 30, 2015, respectively, an increase from 68% for the same periods in 2014. The improvement is primarily associated with higher SaaS revenue and cost savings associated

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with data center infrastructure consolidation. Overall gross margins were 62% and 61% in the three and six months ended June 30, 2015 compared to 60% for the same periods in 2014. Revenue related to overages (customers using our products in excess of contracted usage) was immaterial during the three and six months ended June 30, 2015 and June 30, 2014.

SaaS revenue continued to drive the increases in both recurring revenue and total revenue, reflecting continued market acceptance of our Lead to Money^TM solutions.

Revolver Loan

In June 2015, the Company paid off the Wells Fargo Bank, National Association ("Wells Fargo") revolver loan ("Revolver") of $10.5 million.

Subsequent Event

On July 22, 2015, the Company acquired ownership of BridgeFront LLC., a leading provider of cloud-based education content for the healthcare sector, most notably in the compliance and revenue cycle domains.  The acquisition strengthens our Litmos mobile learning applications in the healthcare industry.  The purchase consideration was approximately $5.0 million, which included an indemnity holdback payable upon the one year closing anniversary.  In addition, the Company may pay certain earn-out consideration over the next 18 months if certain financial targets are met.

Application of Critical Accounting Policies and Use of Estimates

The discussion and analysis of our financial condition and results of operations which follows is based upon our unaudited condensed consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States of America ("GAAP"). The application of GAAP requires management to make assumptions, judgments and estimates that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures regarding these items. We base our assumptions, judgments and estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results could differ significantly from these estimates under different assumptions or conditions. To the extent that there are material differences between these estimates and actual results, our future financial condition or results of operations will be affected. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Audit Committee of our Board of Directors.

We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, allowance for doubtful accounts, stock-based compensation, valuation of acquired intangible assets, goodwill impairment, long-lived asset impairment, contingent consideration and income taxes have the greatest potential impact on our unaudited condensed consolidated financial statements. These areas are key components of our results of operations and are based on complex rules which require us to make judgments and estimates and we consider these to be our critical accounting policies. There were no significant changes in our critical accounting policies and estimates during the three and six months ended June 30, 2015 as compared to the critical accounting policies and estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Recent Accounting Pronouncements

Refer to Note 1 to the notes to our unaudited condensed consolidated financial statements for information regarding the effect of recent accounting pronouncements on our financial statements.

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Results of Operations

Comparison of the Three and Six Months Ended June 30, 2015 and 2014

Revenue, Cost of Revenue and Gross Profit

The following table sets forth the changes in revenue, cost of revenue and gross profit for the three and six months ended June 30, 2015, compared to the same periods in 2014 (in thousands, except for percentage data):

	Three Months Ended June 30, 2015		Percentage of Revenue	Three Months Ended June 30, 2014		Percentage of Revenue	Increase (Decrease)			Percentage Change
Revenue:
Recurring	$	30,713	74%	$	23,684	73%	$	7,029		30%
Services and license	10,901		26%	8,831		27%	2,070			23%
Total revenue	$	41,614	100%	$	32,515	100%	$	9,099		28%
Cost of revenue:
Recurring	$	7,841	26%	$	7,502	32%	$	339		5%
Services and license	8,062		74%	5,628		64%	2,434			43%
Total cost of revenue	$	15,903	38%	$	13,130	40%	$	2,773		21%
Gross profit:
Recurring	$	22,872	74%	$	16,182	68%	$	6,690		41%
Services and license	2,839		26%	3,203		36%	(364		)	(11)%
Total gross profit	$	25,711	62%	$	19,385	60%	$	6,326		33%

	Six Months Ended June 30, 2015		Percentage of Revenue	Six Months Ended June 30, 2014		Percentage of Revenue	Increase (Decrease)			Percentage Change
Revenue:
Recurring	$	59,606	73%	$	45,934	72%	$	13,672		30%
Services and license	21,753		27%	17,558		28%	4,195			24%
Total revenue	$	81,359	100%	$	63,492	100 %	$	17,867		28%
Cost of revenue:
Recurring	$	16,199	27%	$	14,790	32%	$	1,409		10%
Services and license	15,723		72%	10,738		61%	4,985			46%
Total cost of revenue	$	31,922	39%	$	25,528	40%	$	6,394		25%
Gross profit:
Recurring	$	43,407	73%	$	31,144	68 %	$	12,263		39%
Services and license	6,030		28%	6,820		39%	(790		)	(12)%
Total gross profit	$	49,437	61%	$	37,964	60%	$	11,473		30%

Revenue

Total Revenue.  The increase in total revenue for the three and six months ended June 30, 2015 compared to the same periods in 2014 was primarily due to continued SaaS revenue growth from increased bookings and the associated professional services revenue, offset in part by a decline in license revenue. Our broad Lead to Money suite and acquisitions in 2014 contributed to the growth in revenue.

Recurring Revenue.  Recurring revenue consists of SaaS and maintenance revenue. For the three months ended June 30, 2015 compared to the same period in 2014, SaaS revenue increased $7.6 million due to increased bookings offset by a maintenance revenue decrease of $0.6 million in the three months ended June 30, 2015, resulting from customers converting

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from license to SaaS. For the six months ended June 30, 2015 compared to the same period in 2014, SaaS revenue increased $14.4 million due to increased bookings offset by a maintenance revenue decrease of $0.7 million, resulting from customers converting from license to SaaS.

Services and License Revenue.  Services and license revenue consists of integration and configuration services, training and perpetual licenses. Services and license revenue for the three months ended June 30, 2015 increased by $2.1 million compared to the same period in 2014. The increase was due to an approximately $2.7 million in service revenue attributed to increased SaaS growth, offset by approximately $0.6 million decrease in license revenue. Services and license revenue for the six months ended June 30, 2015 increased by $4.2 million compared to the same period in 2014 due to increase in service revenue.

Cost of Revenue and Gross Profit

Cost of Recurring Revenue.  The increase for the three months ended June 30, 2015 as compared to the same period in 2014 was primarily due to a $0.6 million increase in personnel related costs and a $0.1 million increase in depreciation as we continue to invest in hosting facilities to support our revenue growth and expanding customer base, and was partially offset by $0.3 million decrease in professional services and maintenance fees costs. The increase for the six months ended June 30, 2015 as compared to the same period in 2014 was primarily due to a $1.2 million increase in personnel related costs and a $0.4 million increase in depreciation partially offset by $0.2 million in professional services.

Cost of Services and License Revenue.  During the three months ended June 30, 2015, to support growth in professional services, we spent an additional $1.2 million in personnel related costs and $1.1 million on outside consultants as compared to the same period in 2014. During the six months ended June 30, 2015, we spent an additional $2.6 million in personnel related costs, $2.1 million in professional services and $0.2 million in travel and expenses as compared to the same period in 2014.

Recurring Revenue Gross Profit. The improvement in our recurring revenue gross profit for the three months ended June 30, 2015 compared to the same period in 2014 was primarily due to increased revenue of $7.0 million and decreased professional services and maintenance fees of $0.3 million, partially offset by increased expenses of $0.6 million related to personnel costs and a $0.1 million increase in depreciation. The improvement in our recurring revenue gross profit for the six months ended June 30, 2015 compared to the same period in 2014 was due to increased revenue of $13.7 million and decreased professional services of $0.2 million partially offset by increased expenses of $1.2 million related to personnel costs and a $0.4 million increase in depreciation.

Services and License Revenue Gross Profit. The decrease in services and license revenue gross profit for the three months ended June 30, 2015 compared to the same period in 2014 was attributable to decreased service and license revenues of approximately $2.1 million, partially offset by $1.2 million in personnel related costs and $1.1 million on outside consultants. The decrease in services and license revenue gross profit for the six months ended June 30, 2015 compared to the same period in 2014 of $0.8 million was attributable to an increase in license and service revenue of $4.2 million partially offset by $2.6 million in personnel related costs, $2.1 million in professional services and $0.2 million in travel expenses.

Operating Expenses

The following table outlines the changes in operating expenses for the three and six months ended June 30, 2015, compared to the same periods in 2014 (in thousands, except percentage data): 

	Three Months Ended June 30, 2015		Percentage of Revenue	Three Months Ended June 30, 2014		Percentage of Revenue	Increase (Decrease)			Percentage Change
Operating expenses:
Sales and marketing	$	14,796	36%	$	11,808	36%	$	2,988		25%
Research and development	6,002		14%	5,045		16%	957			19%
General and administrative	9,112		22%	5,135		16%	3,977			77%
Restructuring and other expenses	118		—%	404		1%	(286		)	(71)%
Total operating expenses	$	30,028	72%	$	22,392	69%	$	7,636		34%

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	Six Months Ended June 30, 2015		Percentage of Revenue	Six Months Ended June 30, 2014		Percentage of Revenue	Increase (Decrease)			Percentage Change
Operating expenses:
Sales and marketing	$	28,522	35%	$	22,535	35%	$	5,987		27%
Research and development	12,040		15%	9,918		16%	2,122			21%
General and administrative	16,530		20%	10,221		16%	6,309			62%
Restructuring and other expenses	234		—%	404		1%	(170		)	(42)%
Total operating expenses	$	57,326	70%	$	43,078	68%	$	14,248		33%

Sales and Marketing.  The increase for the three months ended June 30, 2015 compared to the same period in 2014 was primarily due to a $2.4 million increase in personnel related costs, which includes an increase a $0.3 million in stock-based compensation expense and a $0.7 million increase in commissions. In addition marketing expense increased by $0.6 million related to our C3 user conference. The increase for the six months ended June 30, 2015 compared to the same period in 2014 was primarily due to a $5.0 million increase in personnel related costs, which includes a $1.2 million increase in stock-based compensation, and $0.6 million increase in commissions. In addition, marketing expense increased by $0.6 million related to our C3 user conference and $0.4 million increase in travel and expenses.

Research and Development.  The increase for the three months ended June 30, 2015 compared to the same period in 2014 was primarily due to a $0.7 million increase in personnel related costs which includes $0.2 million in stock-based compensation expense, as we continue to invest in headcount to support product development. The increase for the six months ended June 30, 2015 compared to the same period in 2014 was primarily due to a $1.9 million increase in personnel related costs which includes $0.5 million in stock-based compensation expense.

General and Administrative.  The increase for the three months ended June 30, 2015 compared to the same period in 2014 was primarily driven by a $2.5 million increase in personnel related costs, which includes $1.9 million in stock-based compensation expense, $0.7 million in professional services related to accounting, $0.3 million in professional services for information technology related to implementation of new software to support our growth and a $0.4 million increase in facilities related costs. The increase for the six months ended June 30, 2015 compared to the same period in 2014 was primarily due to a $4.1 million increase in personnel related costs, which includes $3.0 million in share-based compensation expense, and a $0.9 million increase in professional services for accounting, $0.6 million increase in professional services related to information technology, and a $0.8 million increase in facilities related costs due to the relocation of our corporate headquarters partially offset by patent litigation and other corporate costs.

Restructuring and other.  The decrease for the three and six months ended June 30, 2015 as compared to the same period in 2014 was due to lower restructuring and other activity in 2015 as compared to 2014. In 2014, the Company initiated restructuring plans to realign the Company's resources to improve cost efficiencies.

Stock-based Compensation

The following table sets forth a summary of our stock-based compensation expenses for the three and six months ended June 30, 2015, compared to the same periods in 2014 (in thousands, except percentage data):

	Three Months Ended June 30, 2015		Three Months Ended June 30, 2014		Increase (Decrease)			Percentage Change
Stock-based compensation:
Cost of recurring revenue	$	249	$	192	$	57		30%
Cost of services revenue	237		256		(19		)	(7)%
Sales and marketing	1,157		810		347			43%
Research and development	650		474		176			37%
General and administrative	2,799		900		1,899			211%
Total stock-based compensation	$	5,092	$	2,632	$	2,460		93%

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	Six Months Ended June 30, 2015		Six Months Ended June 30, 2014		Increase (Decrease)		Percentage Change
Stock-based compensation:
Cost of recurring revenue	$	537	$	374	$	163	44%
Cost of services revenue	579		470		109		23%
Sales and marketing	2,615		1,402		1,213		87%
Research and development	1,447		912		535		59%
General and administrative	4,731		1,766		2,965		168%
Total stock-based compensation	$	9,909	$	4,924	$	4,985	101%

The increase for the three and six months ended June 30, 2015 compared to the same periods in 2014 was primarily due to the timing of restricted stock unit grants, an increased stock price and increased employee stock purchase plan participation.

Other Items

The following table sets forth changes in other items for the three and six months ended June 30, 2015, compared to the same periods in 2014 (in thousands, except percentage data):

	Three Months Ended June 30, 2015			Three Months Ended June 30, 2014			Increase (Decrease)			Percentage Change
Other income (expense), net
Interest income and other income (expense), net	$	(186	)	$	3,941		$	(4,127	)	(105)%
Interest expense	(56		)	(154		)	98			(64)%
	$	(242	)	$	3,787		$	(4,029	)	(106)%
Provision for income taxes	$	165		$	530		$	(365	)	(69)%

	Six Months Ended June 30, 2015			Six Months Ended June 30, 2014			Increase (Decrease)			Percentage Change
Other income (expense), net
Interest income and other income (expense), net	$	(376	)	$	3,968		$	(4,344	)	(109)%
Interest expense	(123		)	(391		)	268			(69)%
	$	(499	)	$	3,577		$	(4,076	)	(114)%
Provision for income taxes	$	379		$	680		$	(301	)	(44)%

Interest Income and Other Income (Expense), Net

The decrease in interest income and other income (expense) during the three and six months ended June 30, 2015, compared to the same periods in 2014, was primarily due to an increase in foreign exchange losses in 2015 and a $3.9 million gain on sale of select domain names and trademarks in 2014.

Interest Expense

The decrease for the three and six months ended June 30, 2015, compared to same periods in 2014, was primarily due to the early conversion of $45.0 million of our 4.75% Convertible Senior Notes ("Convertible Notes") during the three months ended December 31, 2013 and conversion of the remaining $14.2 million of Convertible Notes during the three months ended June 30, 2014.

Provision for Income Taxes

Income tax expense for the three months ended June 30, 2015 was $0.2 million, compared to $0.5 million for the same period in 2014. The decrease in taxes was attributable to lower withholding and income taxes in foreign jurisdictions in 2015 compared to 2014. Income tax expense for the six months ended June 30, 2015 was $0.4 million compared to $0.7 million for

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the same period in 2014. The decrease in taxes was attributable primarily to lower withholding and income taxes in foreign jurisdictions. 

Liquidity and Capital Resources

As of June 30, 2015, our principal sources of liquidity were cash and cash equivalents and short-term investments totaling $92.3 million and accounts receivable of $42.4 million, compared to $37.0 million and $41.6 million at December 31, 2014, respectively.

In March 2015, we completed a follow-on stock offering, in which we issued 5.3 million shares of our common stock at a public offering price of $13.00 per share. We received net proceeds of $64.4 million after deducting underwriting discounts and commissions of $4.1 million and other offering expenses of $0.3 million.

In May 2014, we entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to us in an amount not to exceed $10.0 million, with an accordion feature that allows us to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million. The Revolver matures in May 2019. Outstanding borrowings under the Revolver bear interest, at the Company's option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on the Company's leverage ratio. Interest is payable every three months. In June 2015, we paid the outstanding amount of the Revolver.

Cash provided by operating activities during the six months ended June 30, 2015 improved significantly compared to cash provided by operating activities during the six months ended June 30, 2014, primarily due to a decrease in prepaid and other current assets and an increase in accounts payable.

The following table summarizes, for the periods indicated, selected items in our condensed consolidated statements of cash flows (in thousands):

	Six Months Ended June 30,
	2015			2014
Net cash provided by operating activities	$	10,651		$	6,446
Net cash (used in) provided by investing activities	$	(25,795	)	$	1,329
Net cash provided by financing activities	$	53,238		$	1,827

Cash Flows During the Six Months Ended June 30, 2015

Net cash provided by operating activities was $10.7 million in the six months ended June 30, 2015 compared to $6.4 million provided in the six months ended June 30, 2014. During the six months ended June 30, 2015, net loss was $8.8 million, which included $9.9 million in stock-based compensation and $5.5 million in depreciation and amortization expense. Changes in operating assets and liabilities provided $3.6 million in cash during the first half of 2015, primarily driven by a decrease in prepaid and other assets of $1.5 million, an increase in accounts payable and accrued liabilities of $1.6 million and an increase in deferred revenue of $2.8 million. These changes were partially offset by an increase in accounts receivable of $1.4 million and the decrease in accrued payroll of $0.9 million due to bonus payments in the first quarter of 2015.

Net cash used in investing activities was $25.8 million during the six months ended June 30, 2015, compared to cash $1.3 million provided by investing activities in the six months ended June 30, 2014. During the six months ended June 30, 2015, net cash used in investing activities includes $17.2 million for investment purchases and $8.3 million in purchases of property and equipment and leasehold improvements for our corporate headquarters and data center investments.

Net cash provided by financing activities was $53.2 million during the six months ended June 30, 2015, compared to $1.8 million cash provided by financing activities in the six months ended June 30, 2014. During the six months ended June 30, 2015, the increase in cash provided by financing activities was primarily due to $64.4 million of net proceeds from our common stock follow-on offering and $2.2 million of proceeds from the issuance of common stock, partially offset by $10.5 million for the repayment of the revolving line of credit, $2.4 million for the repurchase of restricted stock from employees for payment of taxes on vesting of restricted stock units, $0.3 million of principal payments for capital leases and a $0.2 million holdback payment related to our LeadRocket acquisition.

Forward-Looking Cash Commitments

Our future capital requirements depend on many factors, including the amount of revenue we generate, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of new product introductions and enhancements to existing products, our ability to offer SaaS service on a consistently profitable basis, the continuing market acceptance of our products and future acquisitions or other capital expenditures we may make. However,

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based upon our current business plan and revenue projections, we believe that our current working capital and anticipated cash flows from operations will be adequate to meet our cash needs for daily operations and capital expenditures for at least the next twelve months, and we intend to continue to manage our cash in a manner designed to ensure that we have adequate cash and cash equivalents to fund our operations as well as future commitments.

Contractual Obligations and Commitments

Please refer to Note 4 of our notes to condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for further information. For additional information on existing unconditional purchase commitments, please refer to our Annual Report on Form 10-K for the year ended December 31, 2014.

Off-Balance Sheet Arrangements

With the exception of the above contractual obligations, we have no material off-balance sheet arrangements that have not been recorded in our unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     During the three and six months ended June 30, 2015, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended December 31, 2014 for a more complete discussion on the market risks we encounter.

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Item 4. Controls and Procedures

Evaluation of Disclosures Controls and Procedures

Our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended, Rules 13a-15(e) or 15d-15(e)) as of June 30, 2015, have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures.

Changes in Internal Control Over Financial Reporting

In connection with their evaluation of our disclosure controls and procedures as of the end of the period covered by this report, our CEO and CFO did not identify any changes in our internal control over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A.    Risk Factors

Factors That Could Affect Future Results

You should carefully consider the risks below, as well as other information included or incorporated by reference in this report before making an investment decision. We operate in a dynamic and rapidly changing environment that involves many risks and uncertainties that could cause actual results to differ materially from results contemplated by forward-looking statements in this report.  Because of the factors discussed below, other information included or incorporated by reference in this report and other factors affecting our operating results, past performance should not be considered a reliable indicator of future performance. The risks discussed in this report are not the only risks we face. Risks and uncertainties of which we are not currently aware, or which we currently deem to be immaterial, may also adversely affect our business, financial condition or operating results.

Risks Related to Our Business

We have a history of losses, and we cannot assure you that we will achieve profitability.

We incurred net losses of $8.8 million during the six months ended June 30, 2015, $11.6 million in 2014, $21.4 million in 2013, and $27.7 million in 2012. We had an accumulated deficit of $279.5 million as of June 30, 2015. To achieve profitability, we must increase our revenue, particularly our recurring revenue by entering into more and larger sales transactions while limiting customer churn, and manage our cost structure in line with our revenue. If we fail to do so, our future results and financial condition will be adversely affected and we may be unable to continue operating.

We continue to monitor and manage our costs in an effort to optimize our performance for the long term. However, there is no assurance that we will be successful and; unforeseen expenses, difficulties or delays may prevent us from realizing our goals. From time to time, we incur restructuring expenses or expenses related to other cost reduction efforts, but we can offer no assurance that these or other actions will enable us to achieve or sustain profitability in the future. In addition, we cannot be certain that steps we have taken to control our costs will not adversely affect our prospects for long-term revenue growth. If we cannot increase our revenue, improve gross margins and control costs, our future results and financial condition will be negatively affected.

Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future, and because we recognize revenue from subscriptions over a period of time, downturns in revenue may not be immediately reflected in our operating results.

        Because we recognize recurring revenue and maintenance revenue ratably over the terms of the related subscription agreements and maintenance support agreements, most of our revenue each quarter results from recognition of deferred revenue related to agreements entered into during previous quarters. Consequently, declines in new or renewed subscription agreements and maintenance agreements that occur in one quarter will largely be felt in future quarters, both because we may be unable to generate sufficient new revenue to offset the decline and because we may be unable to adjust our operating costs and capital expenditures to align with the changes in revenue. Our subscription model makes it more difficult for us to increase our revenue rapidly in any period, because revenue from new customers must be recognized over the applicable subscription term. Furthermore, although our business model is primarily focused on recurring revenue, we anticipate continuing to recognize license revenue, particularly with international customers. License revenue is difficult to forecast and is likely to fluctuate due to many factors that are beyond our control including transition of license customers to recurring revenue models. Accordingly, we believe that period-to-period comparisons of our results of operations should not be relied upon as definitive indicators of future performance.

        Other factors that may cause our revenue and operating results to fluctuate include:

• timing of customer budget cycles;

• the priority our customers place on our products compared to other business investments;

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• size, timing and contract terms of new customer contracts, and unpredictable and often lengthy sales cycles;

• reduced renewals;

• competitive factors, including new product introductions, upgrades and discounted pricing or special payment terms offered by our competitors, as well as strategic actions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• technical difficulties, errors or service interruptions in our solutions that may cause customer dissatisfaction with solutions;

• consolidation among our customers, which may alter their buying patterns, or business failures that may reduce demand for our solutions;

• operating expenses associated with expansion of our sales force or business, and our product development efforts;

• cost, timing and management efforts related to the introduction of new features to our solutions;

• our ability to obtain, maintain and protect our intellectual property rights and adequately safeguard the information imported into our solutions or otherwise provided to us by our customers; and

• extraordinary expenses such as impairment charges, litigation or other payments related to settlement of disputes.

        Any of these developments may adversely affect our revenue, operating results and financial condition. Furthermore, we maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In such cases, we may be required to defer revenue recognition on sales to affected customers. In the future, we may have to record additional reserves or write-offs, or defer revenue on sales transactions, which could negatively impact our financial results.

If we are unable to maintain the profitability of our recurring revenue solutions, our operating results could be adversely affected.

        We have invested, and expect to continue to invest, substantial resources to expand, market and refine our solutions. If we are unable to grow the volume of our recurring revenue, or to improve our gross margins, we may not be able to achieve profitability and our operating results and financial condition could be adversely affected. Factors that could harm our ability to improve our gross margins include:

• customer attrition as customers decide not to renew for any reason;

• our inability to maintain or increase the prices customers pay for our solutions, due to competitive pricing pressures or limited demand;

• our inability to reduce operating costs through technology-based efficiencies and streamlined processes;

• increased direct and indirect cost of third-party services, including hosting facilities and professional services contractors performing implementation and support services;

• higher personnel and personnel-related costs;

• increased costs to integrate products or personnel that we acquire, including time and expense associated with new sales personnel reaching full productivity; and

• increased costs to license and maintain third-party software embedded in our solutions or to create alternatives to such third-party software.

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Our business and operations have experienced rapid growth in recent periods, and if we do not effectively manage any future growth or are unable to improve our systems and processes, our operating results will be adversely affected.

        We have experienced rapid growth and increased demand for our products over the last few years. Our employee headcount and number of customers have increased significantly, and we expect to continue to grow our headcount significantly in future periods. For example, from the end of fiscal 2013 to the end of fiscal 2014, our employee headcount increased from 612 to 741 employees, and our number of customers increased from more than 2,200 to over 3,700. As of June 30, 2015 our employee headcount was 837 employees and our number of customers was over 4,000. We anticipate that we will continue to significantly expand our operations and headcount in the near term, and that our customer base will continue to expand. The growth and expansion of our business and our product and service offerings place a significant strain on our management, operations, sales and marketing, and financial resources. To manage any future growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems, our sales and marketing teams and our ability to manage headcount, capital, and business processes in an efficient manner.

        We may not be able to implement improvements to our systems and processes in an efficient or timely manner, and we may discover deficiencies in our existing systems and processes. We may experience difficulties in managing improvements to our systems and processes, which could disrupt existing customer relationships, cause us to lose customers, limit sales of our products, or increase our technical support costs. Our failure to improve our systems and processes, or the failure of those systems and processes to operate in the intended manner, may result in our inability to manage the growth of our business and accurately forecast our revenue and expenses. Our productivity and the quality of our solutions may be adversely affected if we do not integrate and train new employees quickly and effectively. Any future growth would add complexity to our organization and require effective coordination throughout our organization. Failure to manage any future growth effectively could result in increased costs, negatively impact our customers' satisfaction with our solutions, and harm our operating results.

Decreases in retention rates for customer SaaS subscriptions or on-premise maintenance arrangements could materially impact our future revenue or operating results.

        Our customers have no obligation to renew our SaaS subscriptions or maintenance support arrangements after the expiration of the subscription or maintenance period, which is typically 12 to 24 months. Customers may elect not to renew, or may renew for fewer seat licenses or shorter contract terms. In addition, we offer a pay-as-you-go model, whereby customers can pay for our SaaS services on a monthly basis without a long-term commitment, which may unexpectedly increase the rate of customer non-renewals and thus negatively and unpredictably affect our recurring revenue. If our customer renewal rates decline, which may occur as a result of many factors, including reduced budgets, insourcing decisions or dissatisfaction with our service, our revenue will be adversely affected and our business will suffer.

Most of our revenue is derived from our Lead to Money solutions, and a decline in sales of those solutions could adversely affect our operating results and financial condition.

        We derive a majority of our revenue from our Lead to Money solutions. If demand for those solutions declines significantly and we are unable to replace the revenue with revenue from our other offerings, our business and operating results will be adversely affected. We cannot assure you that our current levels of market penetration and revenue from these solutions will continue. If conditions in the market for these solutions change as a result of increased competition or new product offerings by our competitors or consolidation among our competitors, or if we are unable to timely introduce successful new solutions to keep pace with technological advancements, our revenue may decline and our financial results and financial condition would be harmed.

If we do not compete effectively, our revenue may not grow and could decline.

        We experience intense competition from other software companies, as well as from customers' internal development teams. We believe one of our key challenges is to demonstrate the benefits of our solutions to prospective customers so that they will prioritize purchases of our solutions over other options. Our financial performance depends in large part on continued growth in the number of organizations adopting our sales effectiveness solutions to manage the performance of their sales organizations, yet the market for sales effectiveness solutions may not develop as we expect, or at all.

        We compete principally with vendors of sales effectiveness software, incentive compensation management ("ICM") software, enterprise resource planning software and customer relationship management software. Our competitors may be more successful than we are in capturing the market by, for example, announcing new products, services or enhancements that better meet the needs of prospective customers or our current customers or changing industry standards. In addition, if one or more of

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our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on our business, results of operations and financial condition.

        Many of our competitors, particularly our enterprise resource planning competitors, have longer operating histories with significantly greater financial, technical, marketing, service and other resources. Many also have a larger installed base of users, larger marketing budgets and broader relationships, established distribution agreements, and greater name recognition. Some of our competitors' products may also be more effective at performing particular sales effectiveness or ICM system functions or may be more customized for particular customer needs in any given market. Even if our competitors provide products with less sales performance management or ICM system functionality than our solutions, their products may incorporate other capabilities, such as recording and accounting for transactions, customer orders or inventory management. A product that performs these functions, along with functions of our solutions, may appeal to some customers by reducing the number of software applications they use in their business. Our competitors, especially larger competitors, may also bundle ICM or other functionalities with their other offerings, rendering our software less competitive from a pricing perspective.

        Our products generally must be integrated with software provided by existing or potential competitors. These competitors could alter their software products in ways that inhibit integration with ours, or they could deny or delay our access to advance software releases, which would restrict our ability to adapt our products for integration with their new releases and could result in the loss of both sales opportunities and renewals of on-demand services and maintenance.

        Some potential customers have already made substantial investments in third-party or internally-developed solutions designed to model, administer, analyze and report on sales effectiveness programs. These companies may be reluctant to abandon such investments in favor of our solutions. In addition, information technology departments of some potential customers may resist purchasing our solutions for a variety of reasons, including concerns that hosted solutions are not sufficiently customizable for their needs or that they pose data security concerns for their enterprises.

If we change prices, alter our payment terms or modify our products or services in order to compete, our margins and operating results may be adversely affected.

        The intensely competitive market in which we do business may require us to change our prices or modify our pricing strategies for our solutions in ways that adversely affect our operating results. If our competitors offer discounts on competitive products or services, we may need to lower prices or offer other terms more favorable to existing and prospective customers in order to compete successfully. If we raise prices based upon our own evaluation of the value of our products, those increases might not be well received by customers, which may hurt our sales. Some of our competitors may bundle their products with other solutions for promotional purposes or as a pricing strategy, or provide guarantees of prices and product implementations. These practices could, over time, limit the prices that we can charge for our solutions or cause us to modify our existing market strategies accordingly. If we cannot offset price reductions and other terms that are more favorable to our customers with a corresponding increase in sales or decrease in spending, then the reduced revenue resulting from lower prices would adversely affect our gross margins and operating results.

If we experience service interruptions in our offerings to customers, our business and financial results could be harmed.

        Our business is primarily conducted over the Internet, so we depend on our ability to protect our computer equipment and stored data against damage from natural disasters, power loss, telecommunications failures, cyber-attacks or other unauthorized intrusion and other events. Although we have redundant facilities to support our operations, our systems, procedures and controls might not be adequate.

        There can be no assurance that our disaster preparedness will prevent significant interruption of our operations, which could be lengthy. Service interruptions may result in material liability claims from customers for breach of service-level commitments, customer terminations and damage to our reputation and business prospects.

        In addition, third-party service providers for hosting facilities or other critical infrastructure could be interrupted in the event of a natural disaster, facility closings or other unanticipated problems. Third-party telecommunications providers of Internet and other telecommunication services may fail to perform adequately, or their systems may fail to operate properly or be disabled, causing business interruption or system damage and could harm our revenue, increase costs, cause regulatory intervention or damage to our reputation.

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Software errors could be costly and time-consuming for us to correct, and could harm our reputation and impair our ability to sell our solutions.

        Our solutions are based on complex software that may contain errors, or "bugs," that could be costly to correct, harm our reputation and impair our ability to sell our solutions to new customers. Moreover, customers relying on our solutions to implement their incentive compensation arrangements may be more sensitive to such errors, and the attendant potential security vulnerabilities and business interruptions for these applications. If we incur substantial costs to correct any errors of this nature, our operating margins could be adversely affected. Because our customers depend on our solutions for critical business functions, any service interruptions could result in lost or delayed market acceptance and lost sales, higher service-level credits and warranty costs, diversion of development resources and product liability suits.

Security breaches or loss of customer data could create the perception that our solutions are not secure, causing customers to discontinue or reject the use of our solutions and potentially subject us to significant liability. Implementing, monitoring and maintaining adequate security safeguards may be costly.

        Our solutions allow our customers to access and transmit confidential data, including personally identifiable information of their employees, agents and customers over the Internet, and we store our customers' data on servers. We may also have access to confidential and private individual data in connection with the activities of our professional services organization, including implementation, maintenance and support activities for term and perpetual license customers.

        Moreover, many of our customers are subject to heightened security obligations regarding the personally identifiable information of their downstream customers. In the United States, these heightened obligations particularly affect the financial services, healthcare and insurance sectors, which are subject to controls over personal information under various state and federal laws and regulations. Other directives, such as the European Union Directive on Data Protection and accompanying laws and regulations of the Member States of the European Union implementing the directive, create international obligations on the protection of personal data that typically exceed security requirements mandated in the United States. The security measures we have implemented and may need to implement, monitor and maintain in the future in order to satisfy the requirements of our customers may be substantial and involve significant time and effort, which increases our costs.

        Security measures designed to protect customer information may be breached by third-party action, including intentional misconduct or malfeasance, employee error or otherwise, and result in unauthorized disclosure of or access to our customers' data or our data, including our intellectual property and other confidential business information, or our information technology ("IT") systems. Third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers' data or our data or IT systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our customers may authorize third-party technology providers to access their customer data. Because we do not control our customers and third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing. Malicious third-parties may also conduct attacks designed to temporarily deny customers access to our services.

        If we do not adequately safeguard the information imported into our solutions or otherwise provided to us by our customers, or if third parties penetrate our systems or security and misappropriate our customers' confidential information, it may damage our reputation, result in a loss of confidence in the security of our service, negatively impact our future sales, or disrupt our business, and we may be sued and incur substantial damages in connection with such events. Even if it is determined that our security measures were adequate, the damage to our reputation may cause customers and potential customers to reconsider the use of our solutions, which may have a material adverse effect on our results of operations.

Legal and regulatory changes in the data protection and privacy area could create unexpected costs, require changes to our business or impact the use and adoption of our solutions, which could have an adverse effect on our future revenue, operating results or customer retention.

        The legal and regulatory frameworks for data protection and privacy issues is evolving worldwide, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices. As a result, we expect federal, state and foreign governments to continue to increase regulation and we expect more public scrutiny, enforcement and sanctions in this area. The new laws and regulations that may, among other things, relate to the solicitation, collection, processing use, and disclosure of personal information, as well as those that apply to cross-border transfers of personal information, could affect demand for our solutions or cause us to change our platform or business model and increase our costs of doing business.

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        Our customers can use our solutions to store compensation and other personal or identifying information about their sales personnel that are or may be considered personal data in some jurisdictions and, therefore, may be subject to this evolving legislation, regulation or heightened public scrutiny. In addition to the potential adoption of new laws and regulations in the United States and internationally, evolving definitions and norms regarding personal data may require us to adapt our business practices, or limit or inhibit our ability to operate or expand our business.

        Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could reduce our revenue or compromise our ability to effectively pursue our growth strategy. In addition, the compliance costs and other burdens imposed by such laws and regulations applicable to our customers' businesses may limit the use and adoption of our service and reduce overall demand, or lead to significant fines, penalties or liabilities for any noncompliance with such privacy laws. As a result, some industries may not adopt our services based on perceived privacy concerns, regardless of the validity of such concerns.

        While we take measures to protect the security of information that we collect, use and disclose in the operation of our business, and we offer privacy protections with respect to this information, these measures may not always be effective. Furthermore, although we strive to comply with applicable laws and regulations relating to privacy and data collection, use and disclosure, these laws and regulations are continually evolving, not always clear, and not always consistent across the jurisdictions in which we do business. Any proceedings brought against us relating to compliance with such laws and regulations could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, adversely affect the demand for our services and ultimately result in the imposition of monetary liability or restrictions on our ability to conduct our business. In some cases, these costs may not be covered by contractual indemnity or insurance, even if caused by a third party.

        In addition, if we are perceived as not operating in accordance with industry best practices with regard to privacy, we may be subject to negative publicity, government investigation, litigation or investigation by accountability groups. Any action against us could be costly and time consuming, require us to change our business practices, expose us to substantial monetary liability and result in damage to our reputation and business.

The European Parliament is considering revocation of the legal framework under which personal data of European residents may be transferred to the United States, and if this change is implemented, it could hamper our plans to expand our business in Europe.

        The use and transfer of personal data in many European countries is currently governed under a regulatory framework pursuant to which U.S. businesses: (i) commit to treat the personal data of European Union residents in accordance with the current regulatory framework and (ii) may self-certify their compliance. The European Union is currently considering adoption of new regulations which would include prohibitions on the transfer of our data about European Union customers to our computer servers in the United States. If these restrictions are adopted, we may have to create duplicative, and potentially expensive, information technology infrastructure and business operations in Europe, which may hinder our expansion plans in Europe, or render these plans commercially infeasible. These developments could materially increase our costs of doing business and harm our operating results.

Acquisitions of, and investments in, other businesses present many risks. We may not realize the anticipated financial and strategic benefits of these transactions, and we may not be able to manage our operations with the acquired businesses efficiently or profitably.

        As part of our business strategy, we evaluate opportunities to expand and enhance our product and service offerings to meet customer needs, increase our market opportunities and grow revenue through internal development efforts and external acquisitions and partnerships. We have completed a number of acquisitions in recent years, including LeadRocket, Inc. and Clicktools Ltd. in 2014. We may continue to acquire or make investments in other companies, products, services and technologies in the future. Acquisitions and investments may cause disruptions in or add complexity to our operations and involve a number of risks, including the following:

• the anticipated benefits, such as an increase in revenue, may not materialize if, for example, a larger number of customers than expected choose not to renew or if we are unable to cross-sell the acquired company's solutions to our existing customer base;

• we may have difficulty integrating and managing the acquired technologies or products with our existing product lines, and maintaining uniform standards, controls, procedures and policies across locations;

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• we may experience challenges in, and have difficulty penetrating, new markets where we have little or no prior experience and where competitors have stronger market positions;

• integrating the financial systems and personnel of the acquired business and retaining key employees may be difficult, and, to the extent we issue shares of stock or other rights to purchase stock to such individuals, existing stockholders may be diluted;

• our ongoing business and management's attention may be disrupted or diverted by transition or integration issues and the complexity of overseeing geographically and culturally diverse locations;

• we may find that the acquired business or assets do not further our business strategy, or that we overpaid for the business or assets, or that we do not realize the expected operating efficiencies or product integration benefits;

• our use of cash consideration for one or more significant acquisitions may require us to use a substantial portion of our available cash or incur substantial debt, and if we incur substantial debt, it could result in material limitations on the conduct of our business;

• we may fail to uncover or realize the significance of, or otherwise become exposed to, liabilities and other issues assumed from an acquired business, such as claims from terminated employees or third-parties and unfavorable revenue recognition or other accounting practices; and

• we may experience customer confusion as a result of product overlap, particularly when we offer, price and support various product lines differently.

        These factors could have a material adverse effect on our business, results of operations and financial condition or cash flows. Furthermore, during periods of operational expansion, we often need to increase the size of our staff, our related operations and third party partnerships, and potentially amplify our financial and accounting controls to ensure they remain effective. Such changes may increase our expenses, and there is no assurance that our infrastructure will be sufficiently scalable to efficiently manage any growth that we may experience. If we are unable to leverage our operating cost investments as a percentage of revenue, our ability to generate or increase profits will be adversely impacted. In addition, from time to time, we may enter into negotiations for acquisitions and other investments that are not ultimately consummated, which could result in significant diversion of management time, as well as out-of-pocket expenses.

Some of our products rely on third-party software licenses to operate, and the loss or inability to maintain these licenses, or errors, discontinuations or updates to that software, could result in higher costs, delayed sales, customer claims, or termination of existing agreements.

        We license technology from several software providers for our reporting, analytics and integration applications, and we anticipate continuing to license technologies from these or other providers in connection with our current and future products. We also rely on generally available third-party software to run our applications. Any of these software applications may not continue to be available on commercially reasonable terms, if at all, or new versions may be released that are incompatible with our offerings. Some of the products could be difficult to replace, and developing or integrating new software with our products could require months or years of design and engineering work. Modification or loss of access to any of these technologies could result in delays in providing our products until equivalent technology is developed or, if available, is identified, licensed and integrated. Acquisitions of third-party technologies by other companies, including our competitors, may have a material adverse impact on us if the acquirer seeks to cancel or change the terms of our license.

        In addition, we depend upon the successful operation of third-party products in conjunction with our products or services. As a result, undetected errors in those third-party products could prevent the implementation, or impair the functionality of, our products, delay new product introductions, limit the availability of our products via our on-demand service, and injure our reputation. Our use of additional or alternative third-party products could result in new or higher royalty payments if we are required to enter into license agreements for such products.

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Our success depends upon our ability to develop new solutions and enhance our existing solutions rapidly and cost-effectively. Failure to introduce new or enhanced solutions that meet customer needs may adversely affect our operating results.

        The markets for sales effectiveness solutions and cloud computing are generally characterized by:

• rapid technological advances,

• changing customer needs, and

• frequent new product introductions and enhancements.

        To keep pace with technological developments, satisfy increasingly sophisticated customer requirements, achieve market acceptance and effectively respond to competition, we must quickly identify emerging trends and requirements, accurately define and design enhancements and improvements for existing solutions, and introduce new solutions that satisfy our customers' changing demands. Accelerated introductions for new solutions require high levels of expenditures for research and development that could adversely affect our operating results. Further, any new solutions we develop may not be introduced in a timely manner or be available in a distribution model favored by our target markets, and may therefore not achieve the broad market acceptance necessary to generate significant revenue. If we are unable to quickly and successfully develop or acquire and distribute new products and services cost-effectively, or enhance existing solutions, or if we fail to position and price our solutions to meet market demand, our business and operating results will be adversely affected.

Our offshore product development, support and professional services may prove difficult to manage or may not allow us to realize our cost reduction goals, produce effective new solutions and provide professional services to drive growth.

        We use offshore resources to perform new product and services development and provide support and professional consulting efforts, which requires detailed technical and logistical coordination. We must ensure that our international resources and personnel are aware of and understand development specifications and customer support, as well as implementation and configuration requirements, and that they can meet applicable timelines. If we are unable to maintain acceptable standards of quality in support, product development and professional services through our international third-party service providers, our attempts to reduce costs and drive growth through new products and margin improvements in technical support and professional services may be negatively impacted, which would adversely affect our results of operations. Outsourcing services to offshore providers may expose us to misappropriation of our intellectual property or that of our customers, or make it more difficult to defend intellectual property rights in our technology.

The loss of key personnel, higher than normal employee attrition in key departments or the inability of replacement personnel to quickly and successfully perform in their new roles could adversely affect our business.

        Our success depends to a significant extent on the abilities and effectiveness of our personnel, and, in particular, our chief executive officer and other executive officers. All of our existing personnel, including our executive officers, are employed on an "at-will" basis. If we lose or terminate the services of one or more of our current executives or key employees or if one or more of our current or former executives or key employees joins a competitor or otherwise competes with us, or if we do not have an effective succession or development plan in place for such individuals, our ability to successfully implement our business plan could be impaired. Likewise, if a number of employees from specific departments were to depart, our business may be adversely affected. Additionally, if we are unable to quickly hire qualified replacements for our executives, other key positions or employees within specific departments, our ability to execute our business plan could be harmed. Even if we can quickly hire qualified replacements, we would expect to experience operational disruptions and inefficiencies during any transition.

If we are unable to hire and retain qualified employees and contractors, including sales, professional services and engineering personnel, our growth may be impaired.

        To scale our business successfully, increase productivity, maintain a high level of quality and meet customers' needs, we need to recruit, retain and motivate highly skilled employees and contractors in all areas of our business, including sales, professional services and engineering. In particular, if we are unable to hire or contract for and retain talented personnel with the skills, and in the locations, we require, we might need to redeploy existing personnel or increase our reliance on contractors. Furthermore, we have been, and intend to continue, increasing our sales force and, if we are not successful in attracting and retaining qualified personnel, or if new sales personnel are unable to achieve desired productivity levels within a reasonable time period, we may not be able to increase our revenue and realize the anticipated benefits of these investments.

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        As our customer base increases and as we continue to evaluate and modify our organizational structure to increase efficiency, we are likely to experience staffing constraints in connection with the deployment of trained and experienced professional services and support resources capable of implementing, configuring, maintaining and supporting our products and related services. Moreover, as a company focused on the development of complex products and the provision of online services, we are often in need of additional software developers and engineers. We have relied on our ability to grant equity compensation as one mechanism for recruiting, retaining and motivating such highly skilled personnel. Our ability to provide equity compensation depends, in part, upon receiving stockholder approval for an increase in shares authorized for issuance pursuant to our equity compensation plan. If we are not able to secure such approval from our stockholders, our ability to recruit, retain and motivate our personnel may be adversely impacted, which would negatively impact our operating results.

Our credit agreement contains restrictive covenants and financial covenants that may limit our operational flexibility. Furthermore, if we default on our obligations under the credit agreement, our operations may be interrupted and our business and financial results could be adversely affected.

        In May 2014, we entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to provide a revolving loan to us in an amount not to exceed $10.0 million, with an accordion feature that allows us to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million ("Revolver"). We may draw upon the Revolver to finance our operations or for other corporate purposes. In September 2014, we increased the maximum borrowing amount to $15.0 million. The Revolver contains a number of restrictive covenants, and its terms may restrict our current and future operations, including:

• our flexibility to plan for, or react to, changes in our business and industry conditions;

• our ability to use our cash flows, or obtain additional financing, for future working capital, capital expenditures, acquisitions or other general corporate purposes;

• place us at a competitive disadvantage compared to our less leveraged competitors; and

• increase our vulnerability to the impact of adverse economic and industry conditions.

        In addition, if we fail to comply with the covenants or payment obligations specified in the Revolver, we may trigger an event of default and Wells Fargo would have the right to: (i) terminate its commitment to provide additional loans under the Revolver, and (ii) declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, Wells Fargo would have the right to proceed against the Revolver collateral, which consists of substantially all of our assets. If the debt under the Revolver were to be accelerated, we may not have sufficient cash or be able to sell sufficient collateral to repay this debt, which would have an immediate material adverse effect on our business, results of operations and financial condition.

Changes in the terms of our current or future indebtedness or our credit rating may adversely affect our financial condition and results of operations.

        We cannot provide assurances that additional borrowing capacity will be available under the Revolver, including pursuant to the accordion feature, or that future indebtedness will be obtainable on terms as favorable as the Revolver. As a result, in the future, we may be subject to higher interest rates and our interest expense may increase, which may have an adverse effect on our financial results. Furthermore, changes by any rating agency to our outlook or credit rating could negatively affect the value of both our debt and equity securities and increase the interest amounts we pay on outstanding or future debt. These risks could adversely affect our financial condition and results.

If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the trading price of our common stock may be negatively affected.

        We are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Effective planning and management processes are necessary to meet these requirements, and we expect that we will need to continue to improve existing, and implement new, operational and financial systems, procedures and controls to manage our business effectively in the future. We are also required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective or if our independent registered public

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accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the trading price of our common stock could be negatively affected, and we could become subject to investigations by The Nasdaq Stock Market LLC, the Securities and Exchange Commission or other regulatory authorities, which could require additional financial and management resources.

If we fail to adequately protect our proprietary rights and intellectual property, we may lose valuable assets, experience reduced revenue and incur costly litigation to protect our rights.

        Our success and ability to compete depends on the proprietary technology embedded in our solutions. We rely on a combination of patents, trademarks, copyrights, service marks, trade secrets, contractual provisions and other similar measures to establish and protect our proprietary rights. We cannot protect our intellectual property if we are unable to enforce our rights or if we do not detect its unauthorized use. Despite our precautions, unauthorized third parties may be able to copy or reverse engineer our solutions and use information that we regard as proprietary to create products and services that compete with ours. Provisions in our agreements prohibiting unauthorized use, copying, transfer and disclosure of our licensed programs and services may be unenforceable under the laws of some jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. To the extent that we engage in international activities, our exposure to unauthorized copying and use of our products, services and proprietary information increases.

        We enter into various restrictive agreements with our employees and consultants, as well as with customers and third parties with whom we have strategic relationships. We cannot ensure that these agreements will be effective in controlling access to and distribution of our products, services and proprietary information. Nor do these agreements prevent our competitors from independently developing technologies that are substantially equivalent or superior to our solutions. Litigation may be necessary to enforce our intellectual property rights and protect our trade secrets. Litigation, whether successful or unsuccessful, could result in substantial costs and diversion of management resources, either of which could seriously harm our business.

Our results of operations may be adversely affected if we are subject to a protracted infringement claim or one that results in a significant damage award.

        From time to time, we receive claims that our products, services offerings or business infringe or misappropriate the intellectual property rights of third parties, and we have in the past, and may continue in the future, to assert claims of infringement against third parties on such bases, including the lawsuit we settled with Versata Software, Inc., Versata Development Group, Inc. and Versata, Inc. in November 2014. Our competitors or other third parties may also challenge the validity or scope of our intellectual property rights. For more information, see "Item 3. Legal Proceedings." We believe that claims of infringement are likely to increase as the functionality of our solutions expand and we introduce new solutions, including technology acquired or licensed from third parties. Any infringement claim, whether offensive or defensive, could:

• require costly litigation to resolve;

• absorb significant management time;

• cause us to enter into unfavorable royalty or license agreements;

• require us to discontinue the sale of, or materially modify, all or a portion of our products or services;

• require us to indemnify our customers or third-party service providers; and

• require us to expend additional development resources to redesign our products or services.

Inclusion of open source software in our products may expose us to liability or require release of our source code.

        We currently use open source software in our products and may use more in the future. We could be subject to suits by parties claiming ownership of what we believe to be open source software that has been incorporated into our products. In addition, some open source software is provided under licenses which require that proprietary software, when combined in specific ways with open source software, become subject to the open source license and thus freely available. While we take steps to minimize the risk that our products, when incorporated with open source software, would become subject to such provisions, few courts have interpreted open source licenses. As a result, the enforcement of these licenses is unclear. If our products became subject to open source licenses, our ability to continue commercializing our solutions, along with our operating results, would be materially and adversely affected.

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Sales to customers in international markets pose risks and challenges for which we may not achieve the expected results.

        We continue to invest substantial time and resources to grow our international operations. If we fail to do so successfully, our business and operating results could be seriously harmed. Such expansion may require substantial financial resources and management attention. International operations involve a variety of risks, particularly:

• greater difficulty in supporting and localizing our solutions;

• complying with numerous regulatory requirements, taxes, trade laws and tariffs that may conflict or change unexpectedly, including labor, tax, privacy and data protection;

• using international resellers and complying with anti-bribery and anti-corruption laws;

• greater difficulty in establishing, staffing and managing foreign operations;

• greater difficulty in maintaining acceptable quality standards in support, product development and professional services by our international third-party service providers;

• differing abilities to protect our intellectual property rights; and

• possible political and economic instability.

We may be affected by fluctuations in currency exchange rates.

        We are potentially exposed to adverse movements in currency exchange rates. Although most of our revenue and expenses occur in U.S. Dollars, some occur in local currencies and the amounts in local currencies may increase as we expand our international operations. An increase in the value of the U.S. Dollar could increase the real cost to our customers of our products in those markets outside the U.S., and a weakened U.S. Dollar could increase the cost of our expenses, as well as overseas capital expenditures. We have not engaged in hedging transactions to reduce the exposure to foreign currency fluctuations.

Our services revenue produces substantially lower gross margins than our recurring revenue, and periodic variations in the proportional relationship between services revenue and higher margin recurring revenue may harm our overall gross margins.

        Our services revenue, which includes fees for consulting, implementation and training, represented 27% of our revenue for the six months in 2014 and 26% of our revenue for the six months ended June 30, 2015. Our services revenue has a substantially lower gross margin than our recurring revenue.

        The percentage of total revenue represented by services revenue has varied significantly from period to period principally because the number of new recurring revenue customer transactions varies from quarter to quarter.

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Deployment of solutions may require substantial technical implementation and support by us or third-party service providers. We may lose sales opportunities and our business may be harmed if we do not meet these implementation and support requirements, which may cause a decline in revenue and an increase in our expenses.

        We deploy solutions, such as large enterprise-wide deployments, that require a substantial degree of technical and logistical expertise. It may be difficult for us to manage these deployments, including the timely allocation of personnel and resources by us and our customers. Failure to successfully manage the process could harm our reputation, both generally and with specific customers, harming our sales and causing customer disputes, which could adversely affect our revenue and increase our technical support and litigation costs. If actual remediation services exceed our accrued estimates, we could be required to take additional charges, which could be material.

        We engage third-party partners, systems integrators and software vendors to provide customer referrals, cooperate with us in the design, sales and marketing of our solutions, provide insights into market demands, and provide our customers with systems implementation services or overall program management. In some cases, we may not have formal agreements governing such relationships, and the agreements we do have generally do not include specific obligations with respect to exclusivity, generating sales opportunities or cooperating on future business.

        From time to time, we also consider new or unusual strategic relationships, which can pose additional risks. For example, while reseller arrangements offer the advantage of leveraging larger sales organizations than our own to sell our products, they also require considerable time and effort on our part to train and support the reseller's personnel, and require the reseller to properly motivate and incentivize its sales force. Also, if we enter into an exclusive reseller arrangement, the exclusivity may prevent us from pursuing the applicable market ourselves, and if the reseller is not successful in the particular location, our results of operations may be adversely affected.

        Should any of these third-parties go out of business, perform unsatisfactory services or choose not to work with us, we may be forced to develop new capabilities internally, which may cause significant delays and expense, thereby adversely affecting our operating results. These third-party providers may offer products of other companies, including products competitive with ours. If we do not successfully or efficiently establish, maintain and expand our industry relationships with influential market participants, we could lose sales and service opportunities, which would adversely affect our results of operations.

Our solutions have unpredictable sales cycles, making it difficult to plan our expenses and forecast our results.

        It is difficult to determine how long the sales cycles for our solutions will be, thereby making it difficult to predict the quarter in which a particular sale will close and to plan expenditures accordingly. Moreover, to the extent that sales are completed in the final two weeks of a quarter, the impact of recurring revenue transactions is typically not reflected in our financial statements until subsequent quarters. The period between our initial contact with a potential customer and ultimate sale of our solutions is relatively long due to several factors, which may include:

• the complex nature of some of our products;

• the need to educate potential customers about the uses and benefits of our solutions;

• budget cycles of our potential customers that affect the timing of purchases;

• the expiration date of existing point solutions that we seek to replace;

• customer requirements for competitive evaluation and often lengthy internal approval processes (particularly of large organizations) before purchasing our solutions; and

• potential delays of purchases due to announcements or planned introductions of new solutions by us or our competitors.

        The length and unpredictability of our sales cycle make it difficult for us to project revenues and plan for levels of expenditures to support our solutions appropriately. If we do not manage our sales cycle successfully, we may misallocate resources and our financial results may be harmed.

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Our latest product features and functionality may require existing on-premise license customers to migrate to our SaaS solutions. Moreover, we may choose or be compelled to discontinue maintenance support for older versions of our software products, forcing our on-premise customers to upgrade their software in order to continue receiving maintenance support. If existing on-premise license customers fail to migrate or delay migration to our on-demand solution, our revenue may be harmed.

        We continue to promote our on-demand product offerings to existing customers who currently have on-premise perpetual and term licenses. Customers with on-premise licenses may need to migrate to our on-demand solutions to take full advantage of the features and functionality in those solutions. We expect to periodically terminate maintenance support on older versions of our on-premise products for various reasons including, without limitation, termination of support by third-party software vendors whose products complement ours or upon which we are dependent. Regardless of the reason, a migration is likely to involve additional cost, which our customers may delay or decline to incur. If a sufficient number of customers do not migrate to our on-demand product offerings, our continued maintenance support opportunities and our ability to sell additional products to these customers, and as a result, our revenue and operating income, may be harmed.

Risks Related to Our Stock

Our stock price is likely to remain volatile.

        The trading price of our common stock has in the past, and may in the future, be subject to wide fluctuations in response to many factors, including those described in this section. The volume of trading in our common stock is limited, which may increase volatility. Investors should consider an investment in our common stock as risky and should purchase our common stock only if they can withstand significant losses. Other factors that affect the volatility of our stock include:

• our actual and anticipated operating performance and the performance of other similar companies;

• actual and anticipated fluctuations in our financial results;

• failure of securities analysts to maintain coverage of us;

• ratings changes by any securities analysts who follow us;

• failure to meet our projected results or the published operating estimates or expectations of securities analysts and investors;

• failure to achieve revenue or earnings expectations;

• price and volume fluctuations in the overall stock market, including as a result of trends in the global economy;

• significant sales by existing investors, coupled with limited trading volume for our stock;

• announcements by us or our competitors of significant contracts, results of operations, projections, or new technologies;

• lawsuits threatened or filed against us;

• adverse publicity;

• acquisitions, commercial relationships, joint-ventures or capital commitments;

• changes in our management team or board of directors;

• publication of research reports, particularly those that are inaccurate or unfavorable, about us or our industry by securities analysts; and

• other events or factors, including those resulting from war, incidents or terrorism or responses to these events.

        Additionally, some companies with volatile market prices for their securities have been the subject of securities class action lawsuits. Any such suit could have a material adverse effect on our business, results of operations, financial condition

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and price of our common stock.

Future sales of substantial amounts of our common stock, including securities convertible into or exchangeable for shares of our common stock could cause our stock price to fall.

        We may issue additional shares of our common stock, including securities convertible into or exchangeable for, or that represent the right to receive, shares of our common stock. Such issuances will dilute the ownership interest of our stockholders and could adversely affect the market price of our common stock. We cannot predict the effect that future sales of shares of our common stock or other equity-related securities would have on the market price of our common stock. In addition, sales by existing stockholders of a large number of shares of our common stock in the public trading market (or in private transactions), including sales by our executive officers, directors or institutional investors, or the perception that such additional sales could occur, could cause the market price of our common stock to drop. We have stock options and restricted stock units outstanding for shares of our common stock. Our stockholders may incur dilution upon exercise of an outstanding stock option or vesting of outstanding restricted stock units.

We do not intend to pay dividends for the foreseeable future.

        We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Provisions in our charter documents and Delaware law may delay or prevent an acquisition of our company.

        Our certificate of incorporation and bylaws contain provisions that could make it harder for a third-party to acquire us without the consent of our board of directors. For example, if a potential acquirer were to make a hostile bid for us, the acquirer would not be able to call a special meeting of stockholders to remove our board of directors or act by written consent without a meeting. In addition, our board of directors has staggered terms, which means that replacing a majority of our directors would require at least two annual meetings. A potential acquirer would also be required to provide advance notice of its proposal to replace directors at any annual meeting, and would not be able to accumulate votes at a meeting, which would require such potential acquirer to hold more shares to gain representation on the board of directors than if cumulative voting were permitted. Furthermore, Section 203 of the Delaware General Corporation Law limits business combination transactions with 15% stockholders that have not been approved by the board of directors. All of these factors make it more difficult for a third-party to acquire us without negotiation. These provisions may apply even if the offer may be considered beneficial by some stockholders. Our board of directors could choose not to negotiate with a potential acquirer that it does not believe is in our strategic interests. If a potential acquirer is discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by these or other measures, under some circumstances, the market price of our common stock could be reduced.

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Item 6. Exhibits

Please refer to the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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 thereunto duly authorized.

		CALLIDUS SOFTWARE INC.
Date:	August 6, 2015	By:	/s/ BOB L. COREY
			Bob L. Corey
			Executive Vice President, Chief Financial Officer
			(duly authorized officer)

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EXHIBIT INDEX TO

CALLIDUS SOFTWARE INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2015

Exhibit Number	Description
10.1	Amendment Number One, dated August 29, 2014, to Credit Agreement by and among Wells Fargo Bank, National Association, as administrative agent, the lender that is a party thereto, and Callidus Software Inc., dated as of May 13, 2014.
10.2	Amendment Number Two, dated September 11, 2014, to Credit Agreement by and among Wells Fargo Bank, National Association, as administrative agent, the lender that is a party thereto, and Callidus Software Inc., dated as of May 13, 2014.
10.3	Amendment Number Three, dated September 16, 2014, to Credit Agreement by and among Wells Fargo Bank, National Association, as administrative agent, the lender that is a party thereto, and Callidus Software Inc., dated as of May 13, 2014.
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 and (iv) Notes to Condensed Consolidated Financial Statements

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EX-10.1

EXHIBIT 10.1

AMENDMENT NUMBER ONE TO CREDIT AGREEMENT

This Amendment Number One to Credit Agreement (this “Amendment”) is entered into as of August 29, 2014, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and CALLIDUS SOFTWARE, INC., a Delaware corporation (“Borrower”), on the other hand, in light of the following:

A. Borrower, Agent and Lenders are parties to that certain Credit Agreement, dated as of

May 13, 2014 (as amended and modified, from time to time, the “Agreement”).

C. Borrower, Agent and Lenders desire to amend the Agreement as provided for and on the conditions herein.

NOW, THEREFORE, the parties hereby amend and supplement the Agreement as follows:

1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.

2. AMENDMENTS.

2.1 Section 2.11(b)(i) of the Agreement is hereby deleted in its entirety and replaced by the following:

(i) The Letter of Credit Usage would exceed $1,500,000, or

2.2 The definition of “LIBOR Rate” set forth in Schedule 1.1 to the Agreement is hereby amended in its entirety to read as follows:

“LIBOR Rate” means the rate per annum as reported on Reuters Screen LIBOR01 page (or any successor page) 2 Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance with the Agreement (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error.

3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent, for the benefit of the Lender Group, that, giving effect to this Amendment, all of its representations and warranties set forth in the Agreement are true, complete and accurate in all material respects as of the date hereof (except those which specifically relate to an earlier date).

4. NO DEFAULTS. Borrower hereby affirms to the Lender Group that, giving effect to this Amendment, no Event of Default has occurred and is continuing as of the date hereof.

5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned on receipt by Agent of a copy of this Amendment duly executed by Borrower, Lenders and Agent.

6. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent’s documented out- of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of their counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other reasonable fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

7. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of the conditions set forth in Section 5 hereof. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

8. FURTHER ASSURANCES. Borrower shall execute and deliver all agreements, documents and instruments, in form and substance reasonably satisfactory to Agent, and take all actions as Agent may reasonably request from time to time to perfect and maintain the perfection and priority of the security interests of Agent in the Collateral and to consummate fully the transactions contemplated under this Amendment and the other Loan Documents.

9. EFFECT ON LOAN DOCUMENTS.

9.1 The Agreement, as amended hereby, and each of the other Loan Documents, as amended as of the date hereof, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Agreement or any other Loan Document. Except for the amendments to the Agreement expressly set forth herein, the Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The consents, waivers and modifications set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further or other matter under the Loan Documents and shall not be construed as an indication that any future waiver of covenants or any other provision of the Agreement will be agreed to, it being understood that the granting or denying of any waiver which may hereafter be requested by any Loan Party remains in the sole and absolute discretion of the Agent and the Lenders.

9.2 Upon and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Agreement, and each reference in the other Loan Documents to “the Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as modified and amended hereby.

9.3 To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Agreement as modified or amended hereby.

9.4 This Amendment is a Loan Document.

9.5 Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Amendment.

9.6 Neither this Amendment nor any uncertainty or ambiguity herein shall be construed against Agent, any member of the Lender Group, the Bank Product Providers or any Loan Party, whether under any rule of construction or otherwise. This Amendment has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

9.7 The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

9.8 Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Amendment refer to this Amendment as a whole and not to any particular provision of this Amendment. Section, subsection, clause, schedule, and exhibit references herein are to this Amendment unless otherwise specified. Any reference in this Amendment to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, in the case of Letters of Credit or Bank Products, providing Letter of Credit Collateralization or Bank Product Collateralization, as applicable) of all Obligations other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of this Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

10. ENTIRE AGREEMENT. This Amendment, and the terms and provisions hereof, the Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

11. REAFFIRMATION OF OBLIGATIONS. Borrower hereby (a) acknowledges and reaffirms its obligations owing to Agent, the Bank Product Providers, and each other member of the

Lender Group under each Loan Document to which it is a party, and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Borrower hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Guaranty and Security Agreement or any other Loan Document, to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Amendment).

12. RATIFICATION. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Agreement and the Loan Documents effective as of the date hereof and as amended hereby. All Obligations owing by Borrower are unconditionally owing by Borrower to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever.

13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIALREFERENCE.THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

14. SEVERABILITY. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[The remainder of this page left blank intentionally, signatures to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

BORROWER: CALLIDUS SOFTWARE, INC.a Delaware corporation

By: /s/ Leslie Stretch

Name: Leslie Stretch

Title: CEO

WELLS FARGO BANK,     NATIONAL ASSOCIATION,

    as Agent and a Lender

    By: /s/ Lendell Thompson

Name: Lendell Thompson

Title: Managing Director

EX-10.2

EXHIBIT 10.2

AMENDMENT NUMBER TWO TO CREDIT AGREEMENT

This Amendment Number Two to Credit Agreement (this “Amendment”) is entered into as of September 11, 2014, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and CALLIDUS SOFTWARE, INC., a Delaware corporation (“Borrower”), on the other hand, in light of the following:

A. Borrower, Agent and Lenders are parties to that certain Credit Agreement, dated as of

May 13, 2014 (as amended and modified, from time to time, the “CreditAgreement”).

B. Borrower has chosen to exercise its option to increase the Revolver Commitments and the Maximum Revolver Amount by $5,000,000 in accordance with Section 2.14.

C. Borrower, Agent and Lenders desire to amend the Credit Agreement as provided for and on the conditions herein.

NOW, THEREFORE, the parties hereby amend and supplement the Credit Agreement as follows:

1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Credit Agreement unless specifically defined herein.

2. AMENDMENTS.

2.1 The following definitions are hereby added to Schedule 1.1 to the Credit

Agreement in the appropriate alphabetical order:

“Second Amendment” means that certain Amendment Number Two to

Credit Agreement, dated as of September 11, 2014.

2.2 Schedule C-1 to the Credit Agreement is hereby deleted and replaced in its entirety with Schedule C-1 attached hereto.

3. ACCORDION DRAW.

(a) On the effective date of this Amendment, an Increase in the amount of

$5,000,000 under the terms of Section 2.14 of the Credit Agreement will become effective.

(b) Section 2.14 requires that each Lender sign an Increase Joinder in respect of the Increase. Borrower and the Lender Group agree to waive such requirement solely in respect to this Increase.

(c) Section 2.14(b)(iv) requires that Borrower deliver pro forma Projections evidencing compliance with the financial covenants set forth in Section 7 of the Credit Agreement on a prospective basis. The Lender Group has agreed to waive such requirement solely in respect to this Increase.

(d) On the effective date of this Amendment, Wells Fargo as the sole Lender agrees to increase its Revolver Commitment by $5,000,000 to $15,000,000.

(e) Wells Fargo as Increasing Lender agrees and acknowledges that the Increase shall constitute a part of the Revolver Commitments under the Credit Agreement, and shall be subject to the same terms applicable to the Revolver Commitments in existence on the effective date of this Amendment in all respects (as such terms may be amended in accordance with the terms of the Credit Agreement), including those relating to interest, payments, repayments, voting and risk participations in Swing Loans, Letters of Credit, Protective Advances and Overadvances.

4. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent, for the benefit of the Lender Group, that, giving effect to this Amendment, all of its representations and warranties set forth in the Agreement are true, complete and accurate in all material respects as of the date hereof (except those which specifically relate to an earlier date).

5. NO DEFAULTS. Borrower hereby affirms to the Lender Group that, giving effect to this Amendment, no Event of Default has occurred and is continuing as of the date hereof.

6. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned on receipt by Agent of: (i) a copy of this Amendment duly executed by Borrower, Lenders and Agent, (ii) a certificate from an executive officer of Borrower certifying that all conditions precedent set forth in Section 3.2 have been satisfied, and (iii) the Increase closing fee in the amount of $12,500.

7. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent’s documented out- of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of their counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other reasonable fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of the conditions set forth in Section 6 hereof. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

9. FURTHER ASSURANCES. Borrower shall execute and deliver all agreements, documents and instruments, in form and substance reasonably satisfactory to Agent, and take all actions as Agent may reasonably request from time to time to perfect and maintain the perfection and priority of the security interests of Agent in the Collateral and to consummate fully the transactions contemplated under this Amendment and the other Loan Documents.

10. EFFECT ON LOAN DOCUMENTS.

10.1 The Credit Agreement, as amended hereby, and each of the other Loan Documents, as amended as of the date hereof, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery,

and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The consents, waivers and modifications set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further or other matter under the Loan Documents and shall not be construed as an indication that any future waiver of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver which may hereafter be requested by any Loan Party remains in the sole and absolute discretion of the Agent and the Lenders.

10.2 Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

10.3 To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

10.4 This Amendment is a Loan Document.

10.5 Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Amendment.

10.6 Neither this Amendment nor any uncertainty or ambiguity herein shall be construed against Agent, any member of the Lender Group, the Bank Product Providers or any Loan Party, whether under any rule of construction or otherwise. This Amendment has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

10.7 The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

10.8 Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Amendment refer to this Amendment as a whole and not to any particular provision of this Amendment. Section, subsection, clause, schedule, and exhibit references herein are to this Amendment unless otherwise specified. Any reference in this Amendment to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets

and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, in the case of Letters of Credit or Bank Products, providing Letter of Credit Collateralization or Bank Product Collateralization, as applicable) of all Obligations other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of the Credit Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

11. ENTIRE AGREEMENT. This Amendment, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

12. REAFFIRMATION OF OBLIGATIONS. Borrower hereby (a) acknowledges and reaffirms its obligations owing to Agent, the Bank Product Providers, and each other member of the Lender Group under each Loan Document to which it is a party, and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Borrower hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Guaranty and Security Agreement or any other Loan Document, to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Amendment).

13. RATIFICATION. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby. All Obligations owing by Borrower are unconditionally owing by Borrower to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever.

14. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIALREFERENCE.THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

15. SEVERABILITY. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[The remainder of this page left blank intentionally, signatures to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

BORROWER:                        CALLIDUS SOFTWARE, INC.

a Delaware corporation

By: /s/ Bob L. Corey

Name: Bob L. Corey

Title: Senior Vice President & CFO

Callidus Software Inc.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Agent and a Lender

    By: /s/ Lendell Thompson

Name: Lendell Thompson

Title: Managing Director

Schedule C-1

Commitments

Lender	Revolver Commitment	Total Commitment
Wells Fargo Bank, National Association	$15,000,000	$15,000,000
All Lenders	$15,000,000	$15,000,000

EX-10.3

EXHIBIT 10.3

AMENDMENT NUMBER THREE TO CREDIT AGREEMENT

This Amendment Number Three to Credit Agreement (this “Amendment”) is entered into as of September 16, 2014, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and CALLIDUS SOFTWARE, INC., a Delaware corporation (“Borrower”), on the other hand, in light of the following:

A. Borrower, Agent and Lenders are parties to that certain Credit Agreement, dated as of

May 13, 2014 (as amended and modified, from time to time, the “CreditAgreement”).

B. Borrower intends to acquire Clicktools Ltd., a company organized under the laws of England and Wales (“Clicktools”) pursuant that certain Agreement Relating to the Sale and Purchase of all the Issued Share Capital of Clicktools Limited, dated as of September 16, 2014, by and among certain parsons signatory to the same as vendors, Dorset Acquisition Corp., as purchaser, and Borrower, as Parent (the “Clicktools Purchase Agreement”).

C. Borrower, Agent and Lenders desire to amend the Credit Agreement as provided for and on the conditions herein.

NOW, THEREFORE, the parties hereby amend and supplement the Credit Agreement as follows:

1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Credit Agreement unless specifically defined herein.

2. AMENDMENTS.

2.1 The definition of “Immaterial Subsidiary” set forth in Schedule 1.1 to the Credit

Agreement is hereby amended to read as follows:

“Immaterial Subsidiary” means (I) Clicktools for the period commencing on the closing of the Clicktools Acquisition and ending on March 31, 2015 and (II) at any time, each Subsidiary of Borrower (including Clicktools after March 31,

2015) which is designated in a written notice by Borrower to Agent as an “Immaterial Subsidiary,” (a) for which revenue for the most recently ended fiscal quarter is less than 3% of the aggregate revenue for Borrower and its Subsidiaries for such fiscal quarter, (b) for which revenue for the most recently ended fiscal quarter (when aggregated with revenue for all other Immaterial Subsidiaries for such fiscal quarter) is less than 5% of the aggregate revenue for Borrower and its Subsidiaries for such fiscal quarter, (c) for which the fair market value or net book value of the consolidated assets as of the last day of the most recently ended fiscal quarter is less than 3% of the fair market value or net book value of the consolidated assets of Borrower and its Subsidiaries as of such date, (d) for which the fair market value or net book value of the consolidated assets as of the last day of the most recently ended fiscal quarter (when aggregated with the fair market value or net book value of the consolidated assets for all other Immaterial

Subsidiaries) is less than 5% of the fair market value or net book value of the consolidated assets of Borrower and its Subsidiaries as of such date, and (e) that does not conduct operations material to the business of the Loan Parties, and (f) that does not own any intellectual property used in the business of the Loan Parties. As of the Closing Date, the Immaterial Subsidiaries are as set forth on Schedule I-1.

2.2 The following definitions are hereby added to Schedule 1.1 to the Credit

Agreement in the appropriate alphabetical order:

“Clicktools” means Clicktools Limited, a company organized under the laws of England and Wales.

“Clicktools Acquisition” means the acquisition by Dorset Acquisition Corp. of all outstanding capital stock of Clicktools pursuant to the terms of the Clicktools Purchase Agreement.

“Clicktools Purchase Agreement” means that certain Agreement Relating to the Sale and Purchase of all the Issued Share Capital of Clicktools Limited, dated as of September 16, 2014, by and among certain parsons signatory to the ssame as vendors and Dorset Acquisition Corp., as purchaser.

“Third Amendment” means that certain Amendment Number Three to

Credit Agreement, dated as of September 16, 2014.

3. CONSENT TO ACQUISITION. The execution and delivery by Borrower of the Clicktools Purchase Agreement and the consummation of the Clicktools Acquisition would violate certain of the terms and provisions of the Loan Documents, including, without limitation, Sections 6.3(a) and 6.9 of the Credit Agreement. Borrower has requested that the Lender Group consent to the Clicktools Acquisition, and the Lender Group as of the effective date of the Third Amendment consents to such Clicktools Acquisition so long as at the time of the consummation of the Clicktools Acquisition: (i) no Default or Event of Default exists and (ii) Borrower has Availability plus Qualified Cash in an amount equal to or greater than $15,000,000. The foregoing consent shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle Borrower to any other consent or waiver in any similar or other circumstances. The foregoing consent shall be limited precisely as written and shall not be deemed to (a) be a waiver or modification of any other term or condition of the Credit Agreement or any documents related thereto, or (b) prejudice any right or remedy which the Lender Group may now have or may have in the future under or in connection with the Credit Agreement or any documents related thereto.

4. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent, for the benefit of the Lender Group, that, giving effect to this Amendment, all of its representations and warranties set forth in the Agreement are true, complete and accurate in all material respects as of the date hereof (except those which specifically relate to an earlier date).

5. NO DEFAULTS. Borrower hereby affirms to the Lender Group that, giving effect to this Amendment, no Event of Default has occurred and is continuing as of the date hereof.

6. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned on receipt by Agent of a copy of this Amendment duly executed by Borrower, Lenders and Agent.

7. CONDITION SUBSEQUENT. On or before November 15, 2014, Borrower shall deliver to Agent a pro forma financial model reflecting the effects of the Clicktools Acquisition in form and substance satisfactory to Agent. Failure to fulfill such conditions subsequent shall constitute an Event of Default under Section 8.2(a) of the Credit Agreement.

8. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent’s documented out- of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of their counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other reasonable fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of the conditions set forth in Section 6 hereof. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

10. FURTHER ASSURANCES. Borrower shall execute and deliver all agreements, documents and instruments, in form and substance reasonably satisfactory to Agent, and take all actions as Agent may reasonably request from time to time to perfect and maintain the perfection and priority of the security interests of Agent in the Collateral and to consummate fully the transactions contemplated under this Amendment and the other Loan Documents.

11. EFFECT ON LOAN DOCUMENTS.

11.1 The Credit Agreement, as amended hereby, and each of the other Loan Documents, as amended as of the date hereof, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The consents, waivers and modifications set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further or other matter under the Loan Documents and shall not be construed as an indication that any future waiver of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver which may hereafter be requested by any Loan Party remains in the sole and absolute discretion of the Agent and the Lenders.

11.2 Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

11.3 To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

11.4 This Amendment is a Loan Document.

11.5 Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Amendment.

11.6 Neither this Amendment nor any uncertainty or ambiguity herein shall be construed against Agent, any member of the Lender Group, the Bank Product Providers or any Loan Party, whether under any rule of construction or otherwise. This Amendment has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

11.7 The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

11.8 Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Amendment refer to this Amendment as a whole and not to any particular provision of this Amendment. Section, subsection, clause, schedule, and exhibit references herein are to this Amendment unless otherwise specified. Any reference in this Amendment to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash or immediately available funds (or, in the case of Letters of Credit or Bank Products, providing Letter of Credit Collateralization or Bank Product Collateralization, as applicable) of all Obligations other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of the Credit Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

12. ENTIRE AGREEMENT. This Amendment, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

13. REAFFIRMATION OF OBLIGATIONS. Borrower hereby (a) acknowledges and reaffirms its obligations owing to Agent, the Bank Product Providers, and each other member of the

Lender Group under each Loan Document to which it is a party, and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Borrower hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Guaranty and Security Agreement or any other Loan Document, to Agent, on behalf and for the benefit of the Lender Group and the Bank Product Providers, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Amendment).

14. RATIFICATION. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby. All Obligations owing by Borrower are unconditionally owing by Borrower to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever.

15. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIALREFERENCE.THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

16. SEVERABILITY. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[The remainder of this page left blank intentionally, signatures to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

BORROWER:                        CALLIDUS SOFTWARE, INC.

a Delaware corporation

By: /s/ Bob L. Corey

Name: Bob L. Corey

Title: SVP, CFO

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Agent and a Lender

    By: /s/ Lendell Thompson

Name: Lendell Thompson

Title: Managing Director

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leslie J. Stretch, certify that:

1. I have reviewed this quarterly report of Callidus Software Inc. on Form 10-Q;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2015
	/s/ LESLIE J. STRETCH
	Leslie J. Stretch
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bob L. Corey, certify that:

1. I have reviewed this quarterly report of Callidus Software Inc. on Form 10-Q;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2015
	/s/ BOB L. COREY
	Bob L. Corey
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with this quarterly report of Callidus Software Inc. on Form 10-Q (the Report) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Leslie J. Stretch, the Chief Executive Officer, and Bob L. Corey, the Chief Financial Officer, of Callidus Software Inc., each certifies that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Callidus Software Inc.

The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of such Section, and are not to be incorporated by reference into any filing of Callidus Software Inc. under the Securities Act of 1933, as amended, or the Exchange Act, as amended (whether made before, on, or after the date of this Report), irrespective of any general incorporation language contained in such filing.

Date: August 6, 2015
	/s/ LESLIE J. STRETCH
	Leslie J. Stretch
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ BOB L. COREY
	Bob L. Corey
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

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Stock-based Compensation (Details 3) - ESPP Shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Fair value assumptions using the Black-Scholes-Merton valuation model
Risk-free interest rate, minimum (as a percent)	0.07%	0.08%
Risk-free interest rate, maximum (as a percent)	0.25%	0.12%
Volatility, minimum (as a percent)	42.00%	47.00%
Volatility, maximum (as a percent)	46.00%	50.00%
Dividend Yield (as a percent)	0.00%	0.00%
Minimum
Fair value assumptions using the Black-Scholes-Merton valuation model
Expected life (in years)	5 months 27 days	5 months 27 days
Maximum
Fair value assumptions using the Black-Scholes-Merton valuation model
Expected life (in years)	1 year	1 year

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Financial Instruments (Details 2)	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) investment	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) investment	Jun. 30, 2014 USD ($)	Dec. 31, 2014
Contractual maturity, Amortized Cost
Less than 1 year	$ 7,484,000		$ 7,484,000
Between 1 and 2 years	12,508,000		12,508,000
Total	19,992,000		19,992,000
Contractual maturity, Estimated Fair value
Less than 1 year	7,480,000		7,480,000
Between 1 and 2 years	12,510,000		12,510,000
Total	$ 19,990,000		$ 19,990,000
Other disclosures pertaining to available-for-sale securities
Short-term investments in a material unrealized loss position with maturities of greater than 12 months	0		0		0
Realized gains or losses on sales of investments	$ 0	$ 0	$ 0	$ 0
Purchases of investments, net of proceeds from maturities of investments			$ 17,240,000
Proceeds from Sale and Maturity of Available-for-sale Securities				$ 3,800,000

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Subsequent Event (Details) - Jul. 22, 2015 - Subsequent Event [Member] - BridgeFront LLC [Member] - USD ($) $ in Millions	Total
Business Acquisition [Line Items]
Purchase consideration	$ 5.0
Earn-Out [Member]
Business Acquisition [Line Items]
Business Acquisition, Earn-Out Consideration, Period	18 months

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Except as discussed below, there were no material changes in the Company's commitments under contractual obligations as disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2014.

Letter of Credit

The Company obtained a $0.2 million letter of credit in August 2014 for a security deposit. The letter of credit will expire on August 31, 2015.

The Company obtained a $1.1 million letter of credit in October 2014 for leased space in Dublin, California. The letter of credit will expire on October 1, 2015.

Revolver Line of Credit

In May 2014, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), under which Wells Fargo agreed to make a revolving loan ("Revolver") to the Company in an amount not to exceed $10.0 million, with an accordion feature that allows the Company to increase the maximum borrowing amount by not less than $5.0 million and not more than $10.0 million. In September 2014, the Company increased the maximum borrowing amount to $15.0 million. The Revolver matures in May 2019. During the quarter ended June 30, 2015, the Company paid off the outstanding amount of $10.5 million.

Pursuant to the agreement, the Company is required to maintain a leverage ratio of 3.00:1.00 and a minimum liquidity of $7.5 million.

Outstanding borrowings under the Revolver bear interest, at the Company's option, at a base rate plus an applicable margin. The applicable margin ranges between 0.75% and 2.25% depending on the Company's leverage ratio. A fee of 0.25% per annum is payable with respect to the unused portion of the commitment. Interest is payable every three months.

Warranties and Indemnification

The Company generally warrants that its software will perform in accordance with its standard documentation. Under the Company’s standard warranty, should a software product not perform as specified in the documentation within the warranty period, the Company will repair or replace the software or refund the license fee paid. To date, the Company has not incurred any incremental costs related to warranty obligations for its software.

The Company’s product license and on-demand agreements typically include a limited indemnification provision for claims by third parties relating to the Company’s intellectual property. To date, the Company has not incurred material costs, and has not accrued any costs, related to such indemnification provisions.

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Net Loss Per Share (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock Options
Antidilutive securities excluded from computation of earnings per share
Antidilutive Securities Excluded from Computation of Earnings Per Share Outstanding Weighted Average Exercise Price	$ 6.12	$ 7.96	$ 6.03	$ 5.34
Convertible Debt [Member]
Antidilutive securities excluded from computation of earnings per share
Interest rate on debt instrument	4.75%		4.75%

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Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Restructuring and Related Activities [Abstract]
Restructuring expenses	$ 118	$ 404	$ 234	$ 404
Changes in restructuring reserve
Balance at the beginning of the period			194
Additions			234	232
Adjustments			7	0
Cash Payments			(305)	(282)
Balance at the end of the period	116		116
Severance and termination-related costs
Changes in restructuring reserve
Balance at the beginning of the period			0
Additions			227	70
Adjustments			0	0
Cash Payments			227	(203)
Balance at the end of the period	0		0
Facilities related costs
Changes in restructuring reserve
Balance at the beginning of the period			194
Additions			7	162
Adjustments			7	0
Cash Payments			(78)	$ (79)
Balance at the end of the period	$ 116		$ 116

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Net Loss Per Share Net Income (Loss) Per Share (Calculation of basic and diluted net income (loss) per share) (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Earnings Per Share, Diluted
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	3,497,000	3,169,000	3,729,000	5,825,000
Convertible Notes
Earnings Per Share, Diluted
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	0	1,507,000	0	1,674,000
ESPP Shares
Earnings Per Share, Diluted
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	69,000	31,000	69,000	65,000
Stock Options
Earnings Per Share, Diluted
Antidilutive Securities Excluded from Computation of Earnings Per Share Outstanding Weighted Average Exercise Price	$ 6.12	$ 7.96	$ 6.03	$ 5.34
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	934,000	236,000	1,016,000	1,841,000
Restricted Stock Units
Earnings Per Share, Diluted
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	2,494,000	1,395,000	2,644,000	2,245,000

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Stock-based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock-based compensation
Stock-based compensation expense	$ 5,092,000	$ 2,632,000	$ 9,909,000	$ 4,924,000
Stock Options
Stock-based compensation
Stock-based compensation expense	147,000	210,000	317,000	413,000
Unrecognized compensation expense, stock options	1,000,000		$ 1,000,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			2 years 15 days
Performance-based Awards
Stock-based compensation
Stock-based compensation expense	636,000	435,000	$ 1,384,000	827,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options	3,600,000		$ 3,600,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			1 year 7 months 17 days
Service-based Awards
Stock-based compensation
Stock-based compensation expense	4,084,000	1,798,000	$ 7,728,000	3,290,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options	16,000,000		$ 16,000,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			2 years 1 month 24 days
ESPP Shares
Stock-based compensation
Stock-based compensation expense	225,000	$ 189,000	$ 480,000	$ 394,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options	$ 200,000		$ 200,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			4 months 24 days

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company’s financial assets was determined using the following inputs at June 30, 2015 (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets  for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
June 30, 2015	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	23	$	23	$	—	$	—
Certificates of deposit (2)	1,250		—		1,250		—
Corporate notes and U.S. government agency obligations (2)	18,740		—		18,740		—
Total	$	20,013	$	23	$	19,990	$	—

_____________________________________________________________________________

(1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

(2) Included in short-term investments on the unaudited condensed consolidated balance sheet.

The estimated fair value of the Company’s financial assets was determined using the following inputs at December 31, 2014 (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets  for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
December 31, 2014	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	6,310	$	6,310	$	—	$	—
Corporate notes and U.S. government agency obligations (2)	2,766		—		2,766		—
Total	$	9,076	$	6,310	$	2,766	$	—

_____________________________________________________________________________

(1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

(2) Included in short-term investments on the unaudited condensed consolidated balance sheet.

Valuation of Investments

Level 1 and Level 2

The Company’s available-for-sale securities include money market funds, certificate of deposits, corporate notes and U.S. government agency obligations. The Company values these securities using a pricing matrix from a pricing service provider, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). The Company classifies all of its available-for-sale securities, except for money market funds, as having Level 2 inputs. The Company validates the estimated fair value of certain securities from a pricing service provider on a quarterly basis. The valuation techniques used to measure the fair value of the financial instruments having Level 2 inputs, all of which have counterparties with high credit ratings, were derived from the following: non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data. 

Level 3

As of June 30, 2015, the Company had no Level 3 instruments. The Company did not have any transfers between Level 1, Level 2 and Level 3 fair value measurements during the periods presented as there were no changes in the composition in Level 1, 2 or 3.

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Stock-based Compensation (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Classification of stock-based compensation expense
Stock-based compensation expense	$ 5,092,000	$ 2,632,000	$ 9,909,000	$ 4,924,000
Cost of recurring revenues
Classification of stock-based compensation expense
Stock-based compensation expense	249,000	192,000	537,000	374,000
Cost of services and other revenues
Classification of stock-based compensation expense
Stock-based compensation expense	237,000	256,000	579,000	470,000
Sales and marketing
Classification of stock-based compensation expense
Stock-based compensation expense	1,157,000	810,000	2,615,000	1,402,000
Research and development
Classification of stock-based compensation expense
Stock-based compensation expense	650,000	474,000	1,447,000	912,000
General and administrative
Classification of stock-based compensation expense
Stock-based compensation expense	2,799,000	900,000	4,731,000	1,766,000
Performance-based Awards
Classification of stock-based compensation expense
Stock-based compensation expense	$ 636,000	$ 435,000	$ 1,384,000	$ 827,000

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 72,272	$ 34,200
Short-term investments	19,990	2,766
Accounts receivable, net of allowances of $649 and $1,063 at June 30, 2015 and December 31, 2014, respectively	42,385	41,623
Prepaid and other current assets	9,492	10,384
Total current assets	144,139	88,973
Property and equipment, net	19,454	18,755
Goodwill	47,073	46,970
Intangible assets, net	15,491	17,757
Deferred income taxes, noncurrent	399	440
Deposits and other noncurrent assets	2,854	3,403
Total assets	229,410	176,298
Current liabilities:
Accounts payable	3,160	2,056
Accrued payroll and related expenses	8,105	9,051
Accrued expenses	12,607	16,868
Deferred income taxes	1,475	1,475
Deferred revenue	67,108	61,427
Capital lease obligations	668	1,001
Total current liabilities	93,123	91,878
Deferred revenue, noncurrent	7,351	10,195
Deferred income taxes, noncurrent	334	561
Revolving line of credit	0	10,481
Other noncurrent liabilities	4,561	4,709
Total liabilities	$ 105,369	$ 117,824
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding	$ 0	$ 0
Common stock, $0.001 par value; 100,000 shares authorized; 58,055 and 51,285 shares issued and 55,716 and 48,946 shares outstanding at June 30, 2015 and December 31, 2014, respectively	55	49
Additional paid-in capital	418,509	344,312
Treasury stock; 2,339 shares at June 30, 2015 and December 31, 2014	(14,430)	(14,430)
Accumulated other comprehensive loss	(608)	(739)
Accumulated deficit	(279,485)	(270,718)
Total stockholders’ equity	124,041	58,474
Total liabilities and stockholders’ equity	$ 229,410	$ 176,298

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Financial Instruments

6 Months Ended

Jun. 30, 2015

Financial Instruments

Financial Instruments

Financial Instruments

As of June 30, 2015 and December 31, 2014, all investment debt securities were classified as available-for-sale and carried at estimated fair value, which is determined based on the inputs discussed below.

The Company classifies all highly liquid instruments with an original maturity on the date of purchase of three months or less as cash and cash equivalents.  The Company classifies available-for-sale securities that have a maturity date longer than three months as short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and which the Company does not intend to hold to maturity.

Realized gains and losses are calculated using the specific identification method. As of June 30, 2015 and December 31, 2014, the Company had no short-term investments in a material unrealized loss position.

The components of the Company’s cash, cash equivalents, and investments classified as available-for-sale were as follows at June 30, 2015 and December 31, 2014 (in thousands):

June 30, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash	$	72,249	$	—	$	—		$	72,249
Cash equivalents:
Money market funds	23		—		—			23
Total cash equivalents	23		—		—			23
Total cash and cash equivalents	$	72,272	$	—	$	—		$	72,272
Short-term investments:
Certificates of deposits	$	1,250	$	—	$	(1	)	$	1,249
Corporate notes and U.S government agency obligations	18,742		—		(1		)	18,741
Total short-term investments	$	19,992	$	—	$	(2	)	$	19,990

December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash	$	27,890	$	—	$	—		$	27,890
Cash equivalents:
Money market funds	6,310		—		—			6,310
Total cash equivalents	6,310		—		—			6,310
Total cash and cash equivalents	$	34,200	$	—	$	—		$	34,200
Short-term investments:
Corporate notes and U.S. government agency obligations	$	2,773	$	—	$	(7	)	$	2,766
Total short-term investments	$	2,773	$	—	$	(7	)	$	2,766

The market value and the amortized cost of available-for-sale debt securities by contractual maturities as of June 30, 2015 were as follows (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	7,484	$	7,480
Between 1 and 2 years	12,508		12,510
Total	$	19,992	$	19,990

The Company had no realized gains or losses on sales of its investments for the three and six months ended June 30, 2015 and 2014. The Company had net purchases of investments of $17.2 million during the six months endedJune 30, 2015 and net proceeds from maturities and sales of investments of $3.8 million during the six months ended June 30, 2014.

The short-term investments in highly rated credit securities generally have minor to moderate fluctuations in the fair values from period to period. The Company monitors credit ratings, downgrades and significant events surrounding these securities in order to assess whether any of the impairments will be considered other-than-temporary. The Company did not identify any securities held as of June 30, 2015 or as of December 31, 2014 for which the fair value declined significantly below amortized cost and were considered other-than-temporary impairments.

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Segment, Geographic and Customer Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($) customer	Jun. 30, 2015 USD ($) segment customer	Jun. 30, 2014 USD ($) customer
Segment Reporting [Abstract]
Number of operating segments | segment			1
Number of customers accounted for more than 10% of total revenues | customer		0	0	0
Revenues by geographic area
Revenues	$ 41,614	$ 32,515	$ 81,359	$ 63,492
United States
Revenues by geographic area
Revenues	31,231	25,178	62,156	50,493
EMEA
Revenues by geographic area
Revenues	4,780	3,785	8,461	6,747
Asia Pacific
Revenues by geographic area
Revenues	2,270	1,916	4,971	3,242
Other
Revenues by geographic area
Revenues	$ 3,333	$ 1,636	$ 5,771	$ 3,010

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Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock-based compensation expenses

The table below sets forth a summary of stock-based compensation expense for the three and six months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock Options	$	147	$	210	$	317	$	413
Restricted Stock Units
Performance-based Awards	636		435		1,384		827
Service-based Awards	4,084		1,798		7,728		3,290
ESPP Shares	225		189		480		394
Total stock-based compensation	$	5,092	$	2,632	$	9,909	$	4,924

Schedule of functional classification of stock-based compensation expense

The table below sets forth the functional classification of stock-based compensation expense for the three and six months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Cost of recurring revenue	$	249	$	192	$	537	$	374
Cost of services and other revenue	237		256		579		470
Sales and marketing	1,157		810		2,615		1,402
Research and development	650		474		1,447		912
General and administrative	2,799		900		4,731		1,766
Total stock-based compensation	$	5,092	$	2,632	$	9,909	$	4,924

Schedule of valuation assumptions for determining the fair value of stock options and employee stock purchase plans

The fair value of each ESPP share is estimated on the enrollment date of the offering period using the Black-Scholes valuation model and the assumptions noted in the following table:

	Six Months Ended June 30,
	2015	2014
Employee Stock Purchase Plan
Expected life (in years)	0.49 to 1.00	0.49 to 1.00
Risk-free interest rate	0.07% to 0.25%	0.08% to 0.12%
Volatility	42% to 46%	47% to 50%
Dividend yield	None	None

XML

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Related party transactions
Prepaid and other current assets		$ 9,492	$ 9,492	$ 10,384
Affiliated Entity [Member] | Subscription Arrangement [Member] | Lithium [Member]
Related party transactions
Amount under related party transaction agreement	$ 120
Prepaid Expense, Current		6	6
Affiliated Entity [Member] | Hosting Agreement [Member] | Lithium [Member]
Related party transactions
Related party transaction amount	$ 113
Revenue recongnized in related party transaction		29	57
Affiliated Entity [Member] | Service Agreements [Member] | Lithium [Member]
Related party transactions
Related party transaction amount				40
Revenue recongnized in related party transaction		38	113
Affiliated Entity [Member] | Community Administration service [Member] | Lithium [Member]
Related party transactions
Amount under related party transaction agreement				$ 45
Affiliated Entity [Member] | User Interface Redesign [Member] | Lithium [Member]
Related party transactions
Amount under related party transaction agreement			30
Prepaid and other current assets		$ 23	23
Affiliated Entity [Member] | Accounts Payable [Member] | Subscription Arrangement [Member] | Lithium [Member]
Related party transactions
Amount under related party transaction agreement			$ 155

XML

Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Financial instruments
Cash and cash equivalents	$ 72,272	$ 34,200	$ 37,914	$ 28,295
Cash
Financial instruments
Cash and cash equivalents	72,249	27,890
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value, Cash and Cash Equivalents	72,249	27,890
Cash equivalents
Financial instruments
Cash and cash equivalents	23	6,310
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value, Cash and Cash Equivalents	23	6,310
Money market funds
Financial instruments
Cash and cash equivalents	23	6,310
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value, Cash and Cash Equivalents	23	6,310
Cash and cash equivalents
Financial instruments
Cash and cash equivalents	72,272	34,200
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value, Cash and Cash Equivalents	72,272	34,200
Short-term investments
Financial instruments
Amortized Cost	19,992	2,773
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(2)	(7)
Estimated FV, Available for Sale Securities	19,990	2,766
Certificates of deposit
Financial instruments
Amortized Cost	1,250
Gross Unrealized Gains	0
Gross Unrealized Losses	(1)
Estimated FV, Available for Sale Securities	1,249
Corporate notes and obligations
Financial instruments
Amortized Cost	18,742	2,773
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(1)	(7)
Estimated FV, Available for Sale Securities	$ 18,741	$ 2,766

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and Summary of Accounting Policies

All amounts included herein related to these unaudited condensed consolidated financial statements as of June 30, 2015 and the three and six months ended June 30, 2015 and 2014 are unaudited and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Callidus Software Inc.'s ("Company") Annual Report on Form 10-K for the year ended December 31, 2014. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the Securities and Exchange Commission ("SEC") rules and regulations regarding interim financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2015.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Japan, Malaysia, Mexico, New Zealand, Serbia, Singapore, and the United Kingdom. All intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

Preparation of the unaudited condensed consolidated financial statements in conformity with GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities, the allocation of the value of purchase consideration for business acquisitions, and other contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis for continued reasonableness, using historical experience and other factors, including the current economic environment. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and declines in information technology spending by prospective customers have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the condensed consolidated financial statements in future periods.

Revenue Recognition

            The Company generates revenue by providing software applications as a service through on-demand subscription, perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Recurring Revenue. Recurring revenue, which includes software-as-a-service ("SaaS") revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing subscriptions and receiving support for on-premise solutions. The Company also recognizes revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and are recorded in SaaS revenue. Revenue related to Overages was immaterial during the three and six months ended in June 30, 2015 and June 30, 2014.

           Service and Other Revenue. Service and other revenue primarily consist of training, integration and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and other revenue also includes license revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met.

            In certain arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria is satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and other revenue, and an equivalent amount of reimbursable expenses is included in cost of services and other revenue.

In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration.

SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments.

The Company recognizes revenue when all of the following conditions are met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fees are fixed or determinable; and    

• Collection of the fees is reasonably assured.

If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met.

Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)-Multiple-Deliverable Revenue Arrangements. The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements.

The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rate for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements.

Multiple-deliverable arrangements with on-premise license. For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a consistent number of stand-alone sales of this deliverable have been priced within a reasonably narrow range. The Company's revenue arrangements generally do not include a general right of return relative to the delivered products.

For the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized over the maintenance period, because the Company does not sell maintenance separately.

Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 may also impact how the Company accounts for certain direct costs associated with its revenues. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted one year earlier. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on the condensed consolidated financial statements and has not yet selected a transition method.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, allowances (in dollars)	$ 649	$ 1,063
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	58,055	51,285
Common stock, shares outstanding	55,716	48,946
Treasury stock, shares	2,339	2,339

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Accounting Policies

Basis of Presentation and Summary of Accounting Policies

All amounts included herein related to these unaudited condensed consolidated financial statements as of June 30, 2015 and the three and six months ended June 30, 2015 and 2014 are unaudited and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Callidus Software Inc.'s ("Company") Annual Report on Form 10-K for the year ended December 31, 2014. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the Securities and Exchange Commission ("SEC") rules and regulations regarding interim financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all necessary adjustments for the fair presentation of the Company’s financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the full fiscal year ending December 31, 2015.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Japan, Malaysia, Mexico, New Zealand, Serbia, Singapore, and the United Kingdom. All intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

Use of Estimates

Preparation of the unaudited condensed consolidated financial statements in conformity with GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities, the allocation of the value of purchase consideration for business acquisitions, and other contingencies. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis for continued reasonableness, using historical experience and other factors, including the current economic environment. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and declines in information technology spending by prospective customers have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the condensed consolidated financial statements in future periods.

Revenue Recognition

Revenue Recognition

            The Company generates revenue by providing software applications as a service through on-demand subscription, perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Recurring Revenue. Recurring revenue, which includes software-as-a-service ("SaaS") revenue and maintenance revenue, is recognized ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customers purchasing subscriptions and receiving support for on-premise solutions. The Company also recognizes revenue associated with customers using its products in excess of contracted usage ("Overages"). Overages are primarily attributed to SaaS products and are recorded in SaaS revenue. Revenue related to Overages was immaterial during the three and six months ended in June 30, 2015 and June 30, 2014.

           Service and Other Revenue. Service and other revenue primarily consist of training, integration and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and other revenue also includes license revenue from perpetual licenses, which is recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met.

            In certain arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria is satisfied. Reimbursements, including those related to travel and out-of-pocket expenses, are included in services and other revenue, and an equivalent amount of reimbursable expenses is included in cost of services and other revenue.

In general, recurring revenue agreements are entered into for 12 to 36 months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration.

SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company's historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments.

The Company recognizes revenue when all of the following conditions are met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fees are fixed or determinable; and    

• Collection of the fees is reasonably assured.

If the Company determines that any one of the four criteria is not met, it will defer recognition of revenue until all the criteria are met.

Multiple-deliverable arrangements with on-demand subscription. For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)-Multiple-Deliverable Revenue Arrangements. The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements.

The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a stand-alone basis for on-demand services; average billing rate for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using cost plus a reasonable mark-up to establish ESP for fixed fee service arrangements.

Multiple-deliverable arrangements with on-premise license. For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a consistent number of stand-alone sales of this deliverable have been priced within a reasonably narrow range. The Company's revenue arrangements generally do not include a general right of return relative to the delivered products.

For the Company's term-based licenses, if the only undelivered element is maintenance, the entire amount of revenue is recognized over the maintenance period, because the Company does not sell maintenance separately.

Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue.

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 may also impact how the Company accounts for certain direct costs associated with its revenues. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted one year earlier. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on the condensed consolidated financial statements and has not yet selected a transition method.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 31, 2015
Document and Entity Information
Entity Registrant Name	CALLIDUS SOFTWARE INC
Entity Central Index Key	0001035748
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		55,721,946
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

XML

Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2015

Financial Instruments

Summary of cash, cash equivalents and investments classified as available-for-sale

The components of the Company’s cash, cash equivalents, and investments classified as available-for-sale were as follows at June 30, 2015 and December 31, 2014 (in thousands):

June 30, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash	$	72,249	$	—	$	—		$	72,249
Cash equivalents:
Money market funds	23		—		—			23
Total cash equivalents	23		—		—			23
Total cash and cash equivalents	$	72,272	$	—	$	—		$	72,272
Short-term investments:
Certificates of deposits	$	1,250	$	—	$	(1	)	$	1,249
Corporate notes and U.S government agency obligations	18,742		—		(1		)	18,741
Total short-term investments	$	19,992	$	—	$	(2	)	$	19,990

December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Cash	$	27,890	$	—	$	—		$	27,890
Cash equivalents:
Money market funds	6,310		—		—			6,310
Total cash equivalents	6,310		—		—			6,310
Total cash and cash equivalents	$	34,200	$	—	$	—		$	34,200
Short-term investments:
Corporate notes and U.S. government agency obligations	$	2,773	$	—	$	(7	)	$	2,766
Total short-term investments	$	2,773	$	—	$	(7	)	$	2,766

Schedule of contractual maturities of available-for-sale debt securities

The market value and the amortized cost of available-for-sale debt securities by contractual maturities as of June 30, 2015 were as follows (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	7,484	$	7,480
Between 1 and 2 years	12,508		12,510
Total	$	19,992	$	19,990

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenue:
Recurring	$ 30,713	$ 23,684	$ 59,606	$ 45,934
Services and license	10,901	8,831	21,753	17,558
Total revenue	41,614	32,515	81,359	63,492
Cost of revenue:
Recurring	7,841	7,502	16,199	14,790
Services and license	8,062	5,628	15,723	10,738
Total cost of revenue	15,903	13,130	31,922	25,528
Gross profit	25,711	19,385	49,437	37,964
Operating expenses:
Sales and marketing	14,796	11,808	28,522	22,535
Research and development	6,002	5,045	12,040	9,918
General and administrative	9,112	5,135	16,530	10,221
Restructuring and other	118	404	234	404
Total operating expenses	30,028	22,392	57,326	43,078
Operating loss	(4,317)	(3,007)	(7,889)	(5,114)
Interest income and other income (expense), net	(186)	3,941	(376)	3,968
Interest expense	(56)	(154)	(123)	(391)
Income (loss) before provision for income taxes	(4,559)	780	(8,388)	(1,537)
Provision for income taxes	165	530	379	680
Net income (loss)	$ (4,724)	$ 250	$ (8,767)	$ (2,217)
Net income (loss) per share
Earnings Per Share, Basic	$ (0.08)	$ 0.00	$ (0.16)	$ (0.05)
Earnings Per Share, Diluted	$ (0.08)	$ 0.00	$ (0.16)	$ (0.05)
Weighted Average Number of Shares Outstanding, Basic	55,595,000	46,648,000	53,166,000	46,298,000
Weighted Average Number of Shares Outstanding, Diluted	55,595,000	48,061,000	53,166,000	46,298,000
Comprehensive income (loss):
Net income (loss)	$ 4,724	$ (250)	$ 8,767	$ 2,217
Unrealized gain (loss) on available-for-sale securities	(2)	0	4	(2)
Foreign currency translation adjustments	820	(18)	121	17
Comprehensive income (loss)	$ (3,906)	$ 232	$ (8,642)	$ (2,202)

XML

Stock-based Compensation

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

Stock-based Compensation

Expense Summary

Stock-based compensation expense is measured based on the grant-date fair value of the stock-based awards. The Company recognizes stock-based compensation expense, for the portion of the awards that are ultimately expected to vest, on a ratable basis, over the requisite service period for those awards with graded vesting and service conditions.

The table below sets forth a summary of stock-based compensation expense for the three and six months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock Options	$	147	$	210	$	317	$	413
Restricted Stock Units
Performance-based Awards	636		435		1,384		827
Service-based Awards	4,084		1,798		7,728		3,290
ESPP Shares	225		189		480		394
Total stock-based compensation	$	5,092	$	2,632	$	9,909	$	4,924

As of June 30, 2015, there were $1.0 million, $3.6 million, $16.0 million and $0.2 million of total unrecognized compensation expense related to stock options, performance-based awards, service-based awards and ESPP shares, respectively. The expenses related to stock options, performance-based awards, service-based awards and ESPP shares are expected to be recognized over a weighted average period of 2.0 years, 1.6 years, 2.1 years and 0.4 years, respectively.

The table below sets forth the functional classification of stock-based compensation expense for the three and six months ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Cost of recurring revenue	$	249	$	192	$	537	$	374
Cost of services and other revenue	237		256		579		470
Sales and marketing	1,157		810		2,615		1,402
Research and development	650		474		1,447		912
General and administrative	2,799		900		4,731		1,766
Total stock-based compensation	$	5,092	$	2,632	$	9,909	$	4,924

Performance-based Awards

The Company includes performance-based award activity with restricted stock units.

During the six months ended June 30, 2015, the Company did not grant performance awards. During the three months ended June 30, 2014, the Company granted performance awards with vesting contingent on absolute SaaS revenue growth over the three-year period from 2014 through 2016, and the Company’s relative total stockholder return over the three-year period from 2014 through 2016 versus an index of 17 SaaS companies.

Determination of Fair Value

The fair value of service-based awards is estimated based on the market value of the Company’s stock on the date of grant. A portion of the performance awards granted during 2014 are based on relative stockholder return and therefore, are subject to a market condition. As a result, the fair value of performance awards is calculated using a Monte Carlo simulation model that estimates the distribution of the potential outcomes of the grants of performance awards based on simulated future index of the peer companies.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation model. No stock options were granted during the six months ended June 30, 2015 and June 30, 2014.

The fair value of each ESPP share is estimated on the enrollment date of the offering period using the Black-Scholes valuation model and the assumptions noted in the following table:

	Six Months Ended June 30,
	2015	2014
Employee Stock Purchase Plan
Expected life (in years)	0.49 to 1.00	0.49 to 1.00
Risk-free interest rate	0.07% to 0.25%	0.08% to 0.12%
Volatility	42% to 46%	47% to 50%
Dividend yield	None	None

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Net Loss Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss for the period by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted average common shares outstanding, adjusted for all dilutive potential common shares, which includes shares issuable for the period of time the Company's 4.75% Convertible Senior Notes ("Convertible Notes") were outstanding, the exercise of outstanding common stock options, the release of restricted stock units, and purchases of shares pursuant to the Company's employee stock purchase plan ("ESPP"), to the extent these shares are dilutive. For the three and six months ended June 30, 2015 and 2014, the diluted net loss per share calculation was the same as the basic net loss per share calculation as all potential common shares were anti-dilutive.

     Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Restricted Stock Units	2,494	1,395	2,644	2,245
Stock Options	934	236	1,016	1,841
ESPP Shares	69	31	69	65
Convertible Notes	—	1,507	—	1,674
Total	3,497	3,169	3,729	5,825

The weighted average exercise price of stock options excluded for the three and six months ended June 30, 2015 was $6.12 and $6.03, respectively, and for the three and six months ended June 30, 2014 was $7.96 and $5.34, respectively.

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Segment, Geographic and Customer Information (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Summary of revenues by geographic areas

The following table summarizes revenue for the three and six months ended June 30, 2015 and 2014 by geographic areas (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
United States	$	31,231	$	25,178	$	62,156	$	50,493
EMEA	4,780		3,785		8,461		6,747
Asia Pacific	2,270		1,916		4,971		3,242
Other	3,333		1,636		5,771		3,010
	$	41,614	$	32,515	$	81,359	$	63,492

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The estimated fair value of the Company’s financial assets was determined using the following inputs at December 31, 2014 (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets  for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
December 31, 2014	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	6,310	$	6,310	$	—	$	—
Corporate notes and U.S. government agency obligations (2)	2,766		—		2,766		—
Total	$	9,076	$	6,310	$	2,766	$	—

_____________________________________________________________________________

(1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

(2) Included in short-term investments on the unaudited condensed consolidated balance sheet.

The estimated fair value of the Company’s financial assets was determined using the following inputs at June 30, 2015 (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets  for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
June 30, 2015	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds (1)	$	23	$	23	$	—	$	—
Certificates of deposit (2)	1,250		—		1,250		—
Corporate notes and U.S. government agency obligations (2)	18,740		—		18,740		—
Total	$	20,013	$	23	$	19,990	$	—

_____________________________________________________________________________

(1) Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

(2) Included in short-term investments on the unaudited condensed consolidated balance sheet.

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Related Party Transactions

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related-Party Transactions

Related-Party Transactions

In June 2013, in the normal course of business, the Company entered into agreements with Lithium Technologies, Inc. (“Lithium”), whose Chief Financial Officer is a member of the Company's Board of Directors. In 2014, the Company purchased an annual subscription for Lithium's social media management solutions in the amount of $120,000, which was paid in full during 2014. As of June 30, 2015, approximately $6,300 of the amount remains in prepaid and other current assets. In 2015, the Company purchased an annual subscription for $155,000 which is included in accounts payable as of June 30, 2015.

In 2013, Lithium entered into a two-year web hosting agreement with the Company for an annual amount of $113,000. During the three and six months ended June 30, 2015, the Company recognized approximately $29,000 and $57,000, respectively, in revenue under this annual hosting agreement and $37,500 and $112,500, respectively, in service revenue.

In 2014, the Company purchased a one-time annual subscription from Lithium for Social Services for $40,000, which amount was paid in full in 2014. Also in 2014, the Company purchased an annual subscription from Lithium for Community Administration for $45,000, which amount was paid in full in January 2015. In 2015, the Company incurred $30,000 for redesigning the user interface for Community Administration subscription, which was paid in full as of June 30, 2015. As of June 30, 2015, $23,000 was included in prepaid and other current assets.

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax expense for the three months ended June 30, 2015 was $0.2 million compared to $0.5 million for the same period in 2014. The decrease in taxes was attributable to lower withholding and income taxes in foreign jurisdictions in 2015 compared to 2014. Income tax expense for the six months ended June 30, 2015 was $0.4 million, compared to $0.7 million for the same period in 2014. The decrease in taxes was attributable primarily to lower withholding and income taxes in foreign jurisdictions.

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Segment, Geographic and Customer Information

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment, Geographic and Customer Information

Segment, Geographic and Customer Information

The accounting principles guiding disclosures about segments of an enterprise and related information establish standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method of determining which information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision maker is considered to be the Company’s chief executive officer ("CEO"). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one business segment, which is the development, marketing and sale of sales and marketing effectiveness cloud software and related services.

The following table summarizes revenue for the three and six months ended June 30, 2015 and 2014 by geographic areas (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
United States	$	31,231	$	25,178	$	62,156	$	50,493
EMEA	4,780		3,785		8,461		6,747
Asia Pacific	2,270		1,916		4,971		3,242
Other	3,333		1,636		5,771		3,010
	$	41,614	$	32,515	$	81,359	$	63,492

Substantially all of the Company’s long-lived assets are located in the United States and United Kingdom. Long-lived assets located outside the United States and United Kingdom are immaterial.

During the three and six months ended June 30, 2015 and 2014, no customer accounted for more than 10% of total revenue.

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Subsequent Event

6 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

On July 22, 2015, the Company acquired ownership of BridgeFront LLC., a leading provider of cloud-based education content for the healthcare industry, most notably in the compliance and revenue cycle domains.  The acquisition strengthens our Litmos mobile learning applications in the healthcare industry.  The purchase consideration was approximately$5.0 million, which included an indemnity holdback payable upon the one year closing anniversary.  In addition, the Company may pay certain earn-out consideration over the next 18 months if certain financial targets are met. The Company is unable to provide the preliminary purchase allocation related to this acquisition because the initial accounting for the acquisition was not completed at the time the Company’s financial statements were issued.

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 165	$ 530	$ 379	$ 680

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Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Schedule of potential weighted average common shares excluded from computation of diluted net loss per share

	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Restricted Stock Units	2,494	1,395	2,644	2,245
Stock Options	934	236	1,016	1,841
ESPP Shares	69	31	69	65
Convertible Notes	—	1,507	—	1,674
Total	3,497	3,169	3,729	5,825

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Fair Value Measurements (Details) - Ongoing basis - USD ($) $ in Thousands		Jun. 30, 2015		Dec. 31, 2014
Estimate of Fair Value Measurement
Assets:
Assets, Fair Value Disclosure		$ 20,013		$ 9,076
Money market funds | Estimate of Fair Value Measurement
Assets:
Assets, Fair Value Disclosure		23	[1]	6,310	[2]
Corporate notes and obligations | Estimate of Fair Value Measurement
Assets:
Assets, Fair Value Disclosure		18,740	[3]	2,766	[4]
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Assets, Fair Value Disclosure		23		6,310
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Assets, Fair Value Disclosure		23	[1]	6,310	[2]
Quoted Prices in Active Markets for Identical Assets (Level 1) | US Treasury and Government [Member]
Assets:
Assets, Fair Value Disclosure	[3]	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate notes and obligations
Assets:
Assets, Fair Value Disclosure		0	[3]	0	[4]
Significant Other Observable Inputs (Level 2)
Assets:
Assets, Fair Value Disclosure		19,990		2,766
Significant Other Observable Inputs (Level 2) | Money market funds
Assets:
Assets, Fair Value Disclosure		0	[1]	0	[2]
Significant Other Observable Inputs (Level 2) | US Treasury and Government [Member]
Assets:
Assets, Fair Value Disclosure	[3]	1,250
Significant Other Observable Inputs (Level 2) | Corporate notes and obligations
Assets:
Assets, Fair Value Disclosure		18,740	[3]	2,766	[4]
Significant Unobservable Inputs (Level 3)
Assets:
Assets, Fair Value Disclosure		0		0
Significant Unobservable Inputs (Level 3) | Money market funds
Assets:
Assets, Fair Value Disclosure		0	[1]	0	[2]
Significant Unobservable Inputs (Level 3) | US Treasury and Government [Member]
Assets:
Assets, Fair Value Disclosure	[3]	0
Significant Unobservable Inputs (Level 3) | Corporate notes and obligations
Assets:
Assets, Fair Value Disclosure		0	[3]	$ 0	[4]
Estimate of Fair Value Measurement | US Treasury and Government [Member]
Assets:
Assets, Fair Value Disclosure	[3]	$ 1,250

[1] Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

[2] Included in cash and cash equivalents on the unaudited condensed consolidated balance sheet.

[3] Included in short-term investments on the unaudited condensed consolidated balance sheet

[4] Included in short-term investments on the unaudited condensed consolidated balance sheet.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (8,767)	$ (2,217)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	2,939	2,564
Amortization of intangible assets	2,547	2,525
Gain on sale of intangible assets	0	(3,862)
Provision for doubtful accounts	676	480
Stock-based compensation	9,909	4,924
Deferred income taxes	(235)	(239)
Release of valuation allowance		(149)
Loss on disposal of property and equipment	6	0
Amortization of convertible notes issuance cost	0	58
Net amortization on investments	20	15
Changes in operating assets and liabilities:
Accounts receivable	(1,437)	(243)
Prepaid and other current assets	941	(291)
Other noncurrent assets	549	401
Accounts payable	915	(706)
Accrued expenses	729	1,553
Accrued payroll and related expenses	(946)	(1,149)
Accrued restructuring and other expenses	(32)	(50)
Deferred revenue	2,837	2,832
Net cash provided by operating activities	10,651	6,446
Cash flows from investing activities:
Purchases of investments	(17,591)	(1,209)
Proceeds from maturities and sale of investments	351	5,050
Purchases of property and equipment	(8,285)	(4,018)
Purchases of intangible assets	(270)	(743)
Proceeds from sale of intangible assets, net of expenses	0	4,651
Acquisitions, net of cash acquired	0	(2,402)
Net cash (used in) provided by investing activities	(25,795)	1,329
Cash flows from financing activities:
Proceeds from issuance of common stock	64,372	0
Proceeds from issuance of common stock	2,229	1,975
Restricted stock units acquired to settle employee withholding liability	(2,356)	(1,439)
Excess tax benefit from stock-based compensation	33	0
(Repayment) proceeds from line of credit	(10,481)	2,982
Payment of consideration related to acquisitions	(226)	(630)
Repayment of debt	0	(645)
Payment of principal under capital leases	(333)	(416)
Net cash provided by financing activities	53,238	1,827
Effect of exchange rates on cash and cash equivalents	(22)	17
Net increase in cash and cash equivalents	38,072	9,619
Cash and cash equivalents at beginning of period	34,200	28,295
Cash and cash equivalents at end of period	72,272	37,914
Supplemental disclosures of cash flow information:
Cash paid for interest on convertible debt	0	277
Cash paid for interest on capital leases	13	24
Cash paid for interest on line of credit	122	0
Conversion of debt to equity	0	14,197
Reclassification of unamortized debt issuance cost to additional paid-in capital as a result of debt conversion	0	253
Non-cash investing and financing activities:
Purchases of property and equipment through accounts payable and other accrued liabilities	$ 4,607	$ 996

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Restructuring

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring and Other

Restructuring and other expenses primarily consist of costs associated with exit from excess facilities, employee terminations and incremental depreciation expense as a result of the change in the estimated useful life of assets to be abandoned.

The Company incurred restructuring and other expenses of $0.1 million and $0.2 million during the three and six months ended June 30, 2015, respectively. The Company incurred restructuring and other expenses of $0.4 million during the three and six months ended June 30, 2014.

The following tables set forth a summary of accrued restructuring and other expenses for the six months endedJune 30, 2015 and 2014 (in thousands):

	December 31, 2014		Additions		Adjustments			Cash Payments			June 30, 2015
Severance and termination-related costs	$	—	$	227	$	—		$	(227	)	$	—
Facilities-related costs	194		7		(7		)	(78		)	116
Total accrued restructuring and other expenses	$	194	$	234	$	(7	)	$	(305	)	$	116

	December 31, 2013		Additions		Adjustments		Cash Payments			June 30, 2014
Severance and termination-related costs	$	141	$	70	$	—	$	(203	)	$	8
Facilities related costs	234		162		—		(79		)	317
Total accrued restructuring and other expenses	$	375	$	232	$	—	$	(282	)	$	325

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Commitments and Contingencies (Details)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2015	Dec. 31, 2014 USD ($)	Oct. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Aug. 31, 2014 USD ($)
Pleasanton Headquarters [Member]
Contractual cash obligations
Letters of Credit Outstanding, Amount						$ 200,000
Dublin (CA) Headquarters
Contractual cash obligations
Letters of Credit Outstanding, Amount				$ 1,100,000
Line of Credit [Member] | Wells Fargo Credit Agreement [Member]
Contractual cash obligations
Line of Credit Facility, Maximum Borrowing Capacity			$ 10,000,000		$ 15,000,000
Line of Credit Facility, Priority			7500000
Line of Credit [Member] | Wells Fargo Credit Agreement [Member] | Revolving Credit Facility [Member]
Contractual cash obligations
Repayments of Lines of Credit	$ 10,500,000
Required leverage ratio	3.00	3.00
Commitment fee percentage		0.25%
Line of Credit [Member] | Wells Fargo Credit Agreement [Member] | Minimum | Revolving Credit Facility [Member]
Contractual cash obligations
Debt Instrument, Basis Spread on Variable Rate		0.75%
Line of Credit [Member] | Wells Fargo Credit Agreement [Member] | Maximum | Revolving Credit Facility [Member]
Contractual cash obligations
Debt Instrument, Basis Spread on Variable Rate		2.25%
Line of Credit [Member] | Maximum | Wells Fargo Credit Agreement [Member]
Contractual cash obligations
Line of Credit Facility, Maximum Borrowing Capacity			$ 10,000,000.0
Line of Credit [Member] | Minimum | Wells Fargo Credit Agreement [Member]
Contractual cash obligations
Line of Credit Facility, Maximum Borrowing Capacity			$ 5,000,000

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Label	Element	Value
Restructuring Reserve	us-gaap_RestructuringReserve	$ 325
Restructuring Reserve	us-gaap_RestructuringReserve	375
Employee Severance [Member]
Restructuring Reserve	us-gaap_RestructuringReserve	141
Restructuring Reserve	us-gaap_RestructuringReserve	8
Facility Closing [Member]
Restructuring Reserve	us-gaap_RestructuringReserve	234
Restructuring Reserve	us-gaap_RestructuringReserve	$ 317

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Summary of accrued restructuring expenses

The following tables set forth a summary of accrued restructuring and other expenses for the six months endedJune 30, 2015 and 2014 (in thousands):

	December 31, 2014		Additions		Adjustments			Cash Payments			June 30, 2015
Severance and termination-related costs	$	—	$	227	$	—		$	(227	)	$	—
Facilities-related costs	194		7		(7		)	(78		)	116
Total accrued restructuring and other expenses	$	194	$	234	$	(7	)	$	(305	)	$	116

	December 31, 2013		Additions		Adjustments		Cash Payments			June 30, 2014
Severance and termination-related costs	$	141	$	70	$	—	$	(203	)	$	8
Facilities related costs	234		162		—		(79		)	317
Total accrued restructuring and other expenses	$	375	$	232	$	—	$	(282	)	$	325