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

Indicate by check mark whether the registrant has submitted electronically ~~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 ☒ No ☐

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

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

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

As of ~~October 31, 2017,~~April 30, 2019, the registrant had ~~29,539,038~~38,510,229 shares of Class A common stock and ~~11,535,524~~6,013,725 shares of Class B common stock outstanding.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENTS OF ~~OPERATIONS~~STOCKHOLDERS’ EQUITY

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Revenue

$
79,413

$
52,956

$
205,569

$
130,516

Operating expenses:

Platform operations

17,397

10,422

45,097

26,617

Sales and marketing

16,200

11,600

42,842

31,282

Technology and development

13,181

7,292

35,777

17,694

General and administrative

14,227

8,591

41,815

21,442

Total operating expenses

61,005

37,905

165,531

97,035

Income from operations

18,408

15,051

40,038

33,481

Interest expense

513

1,347

1,290

2,664

Change in fair value of preferred stock warrant liabilities

—

4,653

—

9,458

Foreign currency exchange loss, net

1,841

87

3,159

489

Total other expense, net

2,354

6,087

4,449

12,611

Income before income taxes

16,054

8,964

35,589

20,870

Provision for income taxes

5,825

5,320

1,602

10,668

Net income

$
10,229

$
3,644

$
33,987

$
10,202

Net income (loss) attributable to common stockholders

$
10,229

$
972

$
33,987

$
(37,007
)
Earnings (loss) per share:

Basic

$
0.25

$
0.08

$
0.85

$
(3.23
)
Diluted

$
0.23

$
0.06

$
0.77

$
(3.23
)
Weighted average shares outstanding:

Basic

40,700

12,629

39,977

11,461

Diluted

44,245

17,064

43,919

11,461

	Class A and B				Additional					Total
	Common Stock				Paid-In			Retained		Stockholders’
	Shares		Amount		Capital			Earnings		Equity
Balance as of December 31, 2017		41,641	$	—	$	209,603		$	35,980	$	245,583
Exercise of common stock options		415		—		1,212			—		1,212
Stock-based compensation		—		—		7,427			—		7,427
Restricted stock award grants, net of forfeitures and shares withheld for taxes		13		—		(361	)		—		(361	)
Net income		—		—		—			9,070		9,070
Balance as of March 31, 2018		42,069	$	—	$	217,881		$	45,050	$	262,931

Balance as of December 31, 2018		43,864	$	—	$	270,447		$	124,120	$	394,567
Exercise of common stock options		592		—		9,502			—		9,502
Stock-based compensation		—		—		16,324			—		16,324
Restricted stock award grants, net of forfeitures and shares withheld for taxes		23		—		(1,146	)		—		(1,146	)
Net income		—		—		—			10,151		10,151
Balance as of March 31, 2019		44,479	$	—	$	295,127		$	134,271	$	429,398

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
OPERATING ACTIVITIES:
Net income	$	33,987		$	10,202		$	10,151		$	9,070
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,157			2,612			4,456			2,251
Stock-based compensation		12,406			1,048			15,869			7,283
Change in fair value of preferred stock warrant liabilities		—			9,458
Bad debt expense		3,943			384
Noncash lease expense								4,421			—
Other		(1,312	)		426			603			359
Changes in operating assets and liabilities:
Accounts receivable		(95,215	)		(82,322	)		127,232			42,387
Prepaid expenses and other assets		(7,296	)		(2,425	)		(6,580	)		(775	)
Accounts payable		51,855			94,352			(138,886	)		(49,698	)
Accrued expenses and other liabilities		3,506			5,252			(4,489	)		930
Operating lease liabilities								(3,066	)		—
Net cash provided by operating activities		7,031			38,987			9,711			11,807
INVESTING ACTIVITIES:
Purchases of property and equipment		(8,357	)		(3,516	)		(6,085	)		(1,798	)
Capitalized software development costs		(2,479	)		(1,796	)		(1,417	)		(858	)
Purchases of investments								(73,950	)		—
Net cash used in investing activities		(10,836	)		(5,312	)		(81,452	)		(2,656	)
FINANCING ACTIVITIES:
Proceeds from line of credit		—			75,847
Repayment on line of credit		—			(40,000	)		—			(27,000	)
Repayment of term debt		—			(30,000	)
Payment of debt financing costs		(153	)		(976	)		(6	)		—
Payment of financing obligations		(677	)		(326	)
Proceeds from issuance of Series C convertible preferred stock		—			60,000
Repurchase of preferred stock and common stock		—			(54,000	)
Proceeds from exercise of stock options		1,768			433			9,502			1,212
Proceeds from employee stock purchase plan		2,294			—
Taxes paid related to net settlement of restricted stock awards		(29	)		—			(1,146	)		(361	)
Payment of stock repurchase costs		—			(155	)
Payment of Series C convertible preferred stock offering costs		—			(129	)
Proceeds from the issuance of Class A common stock in initial public offering, net of underwriting commissions		—			78,120
Payment of offering costs—initial public offering		—			(2,568	)
Net cash provided by financing activities		3,203			86,246
Increase (decrease) in cash and cash equivalents		(602	)		119,921
Net cash provided by (used in) financing activities								8,350			(26,149	)
Decrease in cash and cash equivalents								(63,391	)		(16,998	)
Cash and cash equivalents—Beginning of period		133,400			4,047			207,232			155,950
Cash and cash equivalents—End of period	$	132,798		$	123,968		$	143,841		$	138,952

SUPPLEMENTAL CASH FLOW INFORMATION:
Capitalized assets financed by accounts payable	$	945		$	1,803		$	1,487		$	813
Tenant improvements paid by lessor	$	640		$	—		$	413		$	—
Asset retirement obligation							$	126		$	341
Stock-based compensation included in capitalized software development costs	$	453		$	9		$	455		$	144
Debt financing costs included in debt, net	$	1,153		$	—
Conversion of convertible preferred stock to Class B common stock	$	—		$	83,241
Conversion of warrant for convertible preferred stock to a warrant for Class B common stock and net exercise of warrant to purchase Class B common stock	$	—		$	12,596
Deferred initial public offering costs included in accounts payable	$	—		$	1,758
Net exercise of warrants to purchase Series Seed convertible preferred stock	$	—		$	3,789
Asset retirement obligation	$	—		$	354
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows							$	3,792		$	—
Right-of-use assets obtained in exchange for operating lease liabilities							$	36,474		$	—

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

The Trade Desk, Inc. (the “Company”) was formed in November 2009 as a Delaware corporation. The Company is headquartered in Ventura, California and has offices in various cities in North America, Europe, Asia and Australia. The Company is a technology company that empowers buyers of advertising ~~agencies and other buyers~~ by providing a self-service cloud-based platform ~~that enables clients to purchase~~on which ad buyers can create, manage, and ~~manage~~optimize more expressive data-driven digital advertising campaigns across ~~various advertising formats.~~ad formats, including display, video, audio, native and, social, on a multitude of devices, such as computers, mobile devices, and connected TV (CTV).

The Company is subject to certain business risks, including dependence on key employees, competition, market acceptance of the Company’s platform, ability to source demand from buyers of advertising inventory, availability of equity or debt financings and dependence on growth to achieve its business plan.

The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial ~~information.~~information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2018 was derived from audited financial statements but does not include all disclosures required by GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) codified as Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”), using the modified retrospective adoption approach. The ~~accompanying condensed consolidated~~Company elected the transition option provided by ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to not restate comparative periods, but rather to initially adopt the requirements of ASC 842 on January 1, 2019. The most significant impact of adopting ASC 842 on the Company’s financial statements is that most of its operating lease commitments are ~~unaudited. These~~recognized as operating lease assets, or right-of-use assets (“ROU Assets”), and operating lease liabilities (“Lease Liabilities”) on its consolidated balance sheet. The adoption of ASU 842 on January 1, 2019 resulted in the recognition of ROU Assets of approximately $41 million and Lease Liabilities of approximately $47 million. The impact on the Company’s consolidated statements of income and cash flows was not material.

Except for the adoption of ASC 842, there have been no changes to the Company’s accounting policies and these unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the Company’s audited annual consolidated financial statements for the year ended December 31, 2018, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements.

The ~~operating~~ results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 are not necessarily indicative of the results expected for the full year ending December 31, ~~2017.~~

~~There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016.~~2019.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these ~~estimates under different assumptions~~estimates.

ROU Assets represent the Company’s right to control the use of an identified asset for a period of time, or ~~circumstances.~~

~~Cash~~term, in exchange for consideration, and ~~Cash Equivalents~~Lease Liabilities represent its obligation to make lease payments arising from the aforementioned right.

The Company ~~considers~~determines if an arrangement is, or contains, a lease at the inception date, and the Company measures and records a non-current ROU Asset and corresponding Lease Liabilities, classified as current and non-current, on its consolidated balance sheet at the lease commencement date for all leases except for short-term ~~highly liquid investments~~leases with ~~an original maturity~~a term of ~~three~~12 months or ~~less~~less. ROU Assets and Lease Liabilities are initially recorded based on the present value of lease payments over the lease term, which may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate, based on the information available at the lease commencement date in determining the present value of its expected lease payments. The ROU Asset also includes any initial direct costs and any lease payments made prior to the lease commencement date and is reduced by any lease incentives received. The ROU Asset is amortized on a straight-line basis as the operating lease cost over the lease term on the consolidated statements of income. ROU Asset amortization, referred to as noncash lease expense, along with the change in the operating lease liabilities are separately presented within the cash ~~equivalents. Cash equivalents are carried at fair value.~~ flows from operating activities on the consolidated statements of cash flows.

ASC 842 provides various optional transition practical expedients. Upon transition to ASC 842, the Company elected the use of the package of practical expedients to not reassess: whether a contract is or contains a lease, lease classification and indirect costs. The Company did not elect the hindsight practical expedient in transition.

Refer to Note ~~4—Fair Value Measurements~~5—Leases for additional ~~information regarding the fair value of cash equivalents.~~

~~The allowance for doubtful accounts was $6.0 million and $2.6 million as of September 30, 2017 and December 31, 2016, respectively, and the increase related primarily to specific client reserves.~~information.

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, which amends the existing accounting standards for revenue recognition. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB approved the deferral of the new standard by one year. In 2016, the FASB issued additional amendments to the new revenue guidance. The new guidance is effective for annual reporting periods (including

interim periods within those periods) beginning after December 15, 2017. The guidance permits the use of either the retrospective or cumulative effect transition method. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated statements of operations, however the Company will be required to include additional disclosures in the notes to the consolidated financial statements.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~, which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. The guidance offers specific accounting guidance for a lessee, lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. Although the Company is currently evaluating the impact of this guidance on its consolidated financial statements, the Company expects that most of its operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon adoption of the new guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to provide more decision-useful information about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will ~~result~~resul t in more timely recognition of losses on financial instruments, including, but not limited to, available for sale debt securities and accounts receivable. ~~The Company~~In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. These ASUs provide supplemental guidance and clarification to ASU 2016-13 and must be adopted concurrently with the adoption of ASU 2016-13, cumulatively referred to as “Topic 326.” Topic 326 is ~~required to adopt this standard starting in the first quarter of fiscal year 2021. Early adoption is permitted.~~effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In August ~~2016,~~2018, the FASB issued ASU No. ~~2016-15,~~2018-13, ~~Statement of Cash Flows~~Fair Value Measurement-Disclosure Framework (Topic ~~230), Classification of Certain Cash Receipts and Cash Payments~~820). ~~, which addresses eight specific cash flow issues with~~The updated guidance modifies the ~~objective of reducing the existing diversity in practice. ASU 2016-15 is effective~~disclosure requirements for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes such interim period. The adoption of ASU 2016-15 should be applied using a retrospective transition method to each period presented, unless impracticable to do so. The Company does not expect that the adoption of thisfair value measurements by removing, modifying, or adding certain disclosures. This guidance ~~will have a material impact on its consolidated statement of cash flows.~~

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation—Stock Compensation: Scope of Modification Accounting,~~ which provides guidance on the types of changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting in FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The adoption of ASU 2017-09, is effective for annual reporting periods beginning after December 15, ~~2017.~~2019, including interim periods within that reporting period. Early adoption is permitted for any removed or modified disclosures. The Company ~~does not expect that~~is currently assessing the ~~adoption~~timing and impact of ~~this guidance will have a material impact on its consolidated financial statements.~~adopting the updated provisions.

~~As of September 30, 2017, the~~The Company ~~had~~has two classes of common stock, Class A and Class B. Basic and diluted earnings ~~(loss)~~ per share (“EPS”) attributable to common stockholders for Class A and Class B common stock were the same because they were entitled to the same liquidation and dividend rights.

The ~~reconciliations~~computation of ~~the numerators and denominators of the~~ basic and diluted ~~earnings (loss) per share computations are~~EPS is as follows (in thousands, except per share amounts):

Cash, cash equivalents and short-term investments in marketable securities were as follows (in thousands):

The Company’s gross unrealized gains or losses from its short-term investments, recorded at fair value, for ~~equity awards under stock-based award~~the periods presented within this quarterly report were immaterial.

The following table classifies short-term investments by contractual maturities (in thousands):

The Company has operating leases for its offices. Its leases have remaining lease terms of up to 10 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year with proper notification. ROU Assets and Lease Liabilities are recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. The decision to include these options involves consideration of the Company’s overall growth plans, ~~excluded from~~as well as other strategic requirements. As the ~~calculations~~rate implicit for each of ~~diluted earnings (loss) per share were 0.9 million~~its leases is not readily determinable, the Company uses its incremental borrowing rate, based on the information available at the lease commencement date, for each of its leases in determining the present value of its expected lease payments. The Company’s incremental borrowing rate is determined by analyzing and ~~0.4 million~~combining an applicable risk-free rate, a financial spread adjustment and any lease specific adjustment. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property services fees, and other factors. The Company records rent expense for operating leases, some of which have escalating rent payments, on a straight-line basis over the lease term. The Company does not have any finance leases.

The components of lease expense for the three months ended September 30, 2017 and 2016, respectively. Anti-dilutive shares for equity awards under stock-based award plans excluded from the calculations of diluted earnings (loss) per share were 0.9 million and 5.2 million shares for the nine months ended September 30, 2017 and 2016, respectively.

At September 30, 2017, cash equivalents of $10.0 million consisted of money market funds, which were classified as Level 1 of the fair value hierarchy and are valued using quoted market prices in active markets. The Company had no cash equivalents at DecemberMarch 31, 2016. The carrying amount of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short-term nature of these instruments. Long-term debt approximates fair value due to the variable rate nature of the debt. The Company had no other material financial instruments that were measured at fair value as of September 30, 2017 and December 31, 2016.

The Company had convertible preferred stock warrants prior to its initial public offering (“IPO”) in September 2016. The Company’s preferred stock warrants were recorded at fair value, which increased during the three and nine months ended September 30, 2016 due to an increase in the valuation of the Company’s preferred stock. The changes in the fair value of preferred stock warrants2019 were as follows (in thousands):

~~The Company determined the fair value~~Supplemental information related to leases as of ~~the preferred stock warrants utilizing the Black-Scholes model with the following assumptions:~~March 31, 2019 was as follows:

~~Accounts payable included the following~~Maturities of lease commitments as of March 31, 2019 were as follows (in thousands):

As of December 31, 2018, the Company’s non-cancelable minimum lease commitments were as follows (in thousands):

On May 9, 2017, the Company, a syndicate of banks, led by Citibank, N.A., and Citibank, N.A., as agent, entered into an amended and restated loan and security agreement (the “Amended Revolving Credit Agreement”). Among other things, the Amended Revolving Credit Agreement provides for an increase of $75.0 million in the aggregate principal amount of commitments available under the Company’s senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) and provides the Company with greater flexibility with respect to working capital, acquisitions and general corporate purposes. Available funding commitments to the Company under the Revolving Credit Facility, subject to certain conditions, total up to $200.0 million, with a $20.0 million sublimit for swingline borrowings and a $15.0 million sublimit for the issuance of letters of credit. Under certain circumstances and subject to certain conditions, the Company has the right to increase the Revolving Credit Facility by an additional amount not to exceed $100.0 million. The Amended Revolving Credit Agreement is collateralized by substantially all of the Company’s assets, including a pledge of certain of the Company’s accounts receivable, deposit accounts, intellectual property, investment property, and equipment. Availability under the Amended Revolving Credit Agreement is based on a percentage of the value of accounts receivable, as reduced by certain reserves.

Loans under the Revolving Credit Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or a LIBOR rate, plus an applicable margin (“Base Rate Borrowings” and “LIBOR Rate Borrowings”). The Base Rate is defined as a fluctuating interest rate equal to the greatest of (1) the federal funds rate plus 0.50%, (2) Citibank, N.A.’s prime rate, and (3) one month LIBOR rate plus 2.00%. The applicable margin is defined as a rate between 1.00% to 1.50% for Base Rate Borrowings and between 2.00% and 2.50% for LIBOR Borrowings, depending on the amount of average excess

availability on the Revolving Credit Facility. The fee for undrawn amounts ranges from 0.325% to 0.375%. Interest is payable either (a) monthly for Base Rate Borrowings or (b) for LIBOR Rate Borrowings, on the earlier of (1) the last day of the interest period which can be one, two, three or six months as selected by the Company or (2) the last day of each three month interval. The Company will also be required to pay customary letter of credit fees, as necessary.

The Amended Revolving Credit Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company’s ability to sell assets, make changes to the nature of its business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of subordinated debt. The Amended Revolving Credit Agreement also requires that if the Company’s excess availability is less than the greater of (a) $15.0 million and (b) 12.5% of the lesser of (1) the borrowing base then in effect and (2) the commitments under the Revolving Credit Facility then in effect, the Company will maintain a consolidated fixed charge coverage ratio of at least 1.15 to 1.00.

The Revolving Credit Facility matures and all outstanding amounts become due and payable on May 9, 2022. Under the Revolving Credit Facility, the Company had an outstanding debt, net balance of $27.0 million that bore interest at weighted average rate of 3.2% as of September 30, 2017. Costs financed in conjunction with the Amended Revolving Credit Agreement of $1.2 million were included in the debt, net balance. The Company was in compliance with all covenants as of September 30, 2017.

In March 2017, the Company completed a secondary offering (the “March 2017 Offering”) in which a total of 7,281,789 shares of Class A common stock were sold by certain selling stockholders to the public at a price of $35.50 per share, including 949,798 shares of Class A common stock sold to the underwriters pursuant to an option to purchase additional shares granted to them.

In June 2017, the Company completed another secondary offering (the “June 2017 Offering”) in which a total of 4,846,600 shares of Class A common stock were sold by certain selling stockholders to the public at a price of $52.00 per share, including 530,148 shares of Class A common stock sold to the underwriters pursuant to an option to purchase additional shares granted to them.

The Company did not receive any proceeds from either the March 2017 Offering or the June 2017 Offering. The Company incurred $0.9 million and $0.6 million in offering costs related to the March 2017 Offering and the June 2017 Offering, respectively, and these costs were included within general and administrative expenses in the condensed consolidated statements of operations during the first and second quarters of 2017, respectively.

Stock-based compensation expense ~~included~~recorded in the condensed consolidated statements of operations was as follows (in thousands):

~~Stock~~The following summarizes stock option ~~activity for the nine months ended September 30, 2017 was as follows:~~activity:

On January 1, ~~2017,~~2019, the number of shares authorized for grant under the Company’s 2016 Incentive Award Plan was increased by ~~1.6~~1.8 million shares in accordance with plan provisions.

~~Restricted Stock activity for the nine months ended September 30, 2017 was as follows:~~activity:

Stock-based compensation expense related to the ESPP totaled $4.0 million and $3.0 million for the three months ended March 31, 2019 and 2018, respectively.

On January 1, ~~2017,~~2019, the number of shares available for issuance under the Company’s Employee Stock Purchase Plan was increased by 0.4 million shares in accordance with plan provisions. ~~In May 2017, employees purchased 0.1 million shares for $2.3 million under this plan.~~

In determining the interim provision for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income and adds the tax effects of any discrete items in the reporting period in which they occur.

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, and 2018, the Company’s ~~annual estimated~~ effective tax rate differed from the United States (“U.S.”) federal statutory ~~income~~tax rate of ~~35%~~21% primarily due to state and foreign taxes, nondeductible stock-based compensation and the ~~discrete~~ impact of tax benefits associated with stock-based awards, nondeductible stock-based compensation and state and foreign taxes. For the nine months ended September 30, 2016, the Company’s annual estimated effective tax rate differed from the U.S. federal statutory income rate of 35% primarily due to state taxes, foreign taxes and changes in the fair value of preferred stock warrant liabilities.awards.

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019 and 2018, the benefit from income taxes included ~~$3.2~~$11.0 million and ~~$17.1~~$3.4 million, respectively, of ~~discrete~~ benefits associated with ~~disqualifying dispositions of incentive stock options.~~stock-based awards.

There were no material changes to the Company’s unrecognized tax benefits induring the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

The Company reports revenue net of amounts it pays suppliers for the cost of advertising inventory, third-party data and other add-on features (collectively, “Supplier Features”). The Company generally bills clients for the gross amount of Supplier Features they purchase through its platform and the platform fees, net of allowances (“Gross Billings”). The Company’s accounts receivable are recorded at the amount of Gross Billings for the amounts it is responsible to collect, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

AsGross Billings, based on the billing address of ~~September 30, 2017,~~ the ~~Company’s purchase obligations, primarily with hosting services providers,~~clients or client affiliates, were as follows (in thousands):

Property and equipment, net and operating lease assets, presented by principal geographic area, were as follows (in thousands):

As of March 31, 2019, the Company has various non-cancelable operating lease commitments for office space which as a result of adoption of ASC 842, have been recorded as Lease Liabilities. Refer to Note 5—Leases for additional information regarding lease commitments.

As of March 31, 2019, the Company has non-cancelable contractual commitments of obligations to its hosting services providers, marketing contracts and providers of software as a service, and these commitments were as follows (in thousands):

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to clients, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus there are no claims that the Company is aware of that could have a material effect on the Company’s balance sheet, statement of operations or statement of cash flows. Accordingly, no amounts for any obligation have been recorded at ~~September 30, 2017.~~March 31, 2019.

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

The Company has entered into agreements with severance terms with certain employees and officers, all of whom are employed at-will. The Company may be required to accelerate the vesting of certain stock options in the event of changes in control, as defined, and involuntary terminations.

~~In October 2017, the Company paid approximately $3.0 million in cash for certain technology assets of Adbrain Ltd.~~

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

This Quarterly Report on Form 10-Q contains forward-looking statements ~~including statements based upon or relating to our expectations, estimates,~~within the meaning of Section 27A of the Securities Act of 1933, as amended, and ~~projections.~~Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating ~~performance.~~performance and may include statements concerning, among other things, our business strategy (including anticipated trends and developments in, and management plans for, our business and the markets in which we operate), financial results, results of operations, revenues, operating expenses, and capital expenditures, sales and marketing initiatives and competition. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “suggests,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.

We discuss many of these risks in Part II of this Quarterly Report on Form 10-Q in greater detail under the heading “Risk Factors” and in other filings we make from time to time with the Securities and Exchange Commission, or SEC. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form ~~10-Q.~~10-Q, which are inherently subject to change and involve risks and uncertainties. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the statements are made. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

Investors should read this Quarterly Report on Form 10-Q and the documents that we reference in this report and have filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

References to “Notes” are notes included in our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

We are a technology company that empowers buyers of advertising. Through our self-service, cloud-based platform, ad buyers ~~by providing a self-service platform that enables our clients to purchase~~can create, manage, and ~~manage~~optimize more expressive data-driven digital advertising campaigns ~~using their own teams. Our platform allows clients to manage integrated advertising campaigns~~ across ~~various advertising~~ad formats, including display, video, audio, native and social, ~~and~~ on a multitude of devices, ~~including~~such as computers, mobile devices, and connected TV (“CTV”). Our platform’s integrations with major data, inventory, and ~~digital radio, an approach that we refer~~publisher partners provides ad buyers reach and decisioning capabilities, and our enterprise APIs enable our customers to ~~as omnichannel.~~develop on top of the platform.

Our company was founded in 2009 by two pioneers of programmatic advertising buying who were motivated to allow buyers of advertising to precisely target audiences with the most relevant and highest performing ads. We commercially launched our platform in ~~May 2011. Since launch, we~~2011 targeting display advertising. We have ~~also~~since extended our platform to address additional advertising ~~formats. In 2011,~~formats, and in 2018, approximately ~~100%~~72% of gross spend on our platform was for ~~display advertising compared to 48% in 2016, with the remainder derived from~~ mobile, video, ~~social,~~audio, native and ~~audio.~~social.

Our clients are primarily the advertising agencies and other service providers for ~~advertisers. By aligning our business~~advertisers, with ~~buyers,~~whom we avoid inherent conflicts of interest that exist when serving both the buy- and sell-side, which we believe helps us build trust with our clients. We provide our platform through a self-service, browser based user interface and also enable clients to customize and build their own features and reports on our platform through our application programming interfaces. After adding a client through our sales teamenter into ongoing master services agreements, or ~~an in-bound request, we teach the client how to use our platform to design and execute advertising campaigns independently.~~

MSAs. We generate revenue by charging our clients a platform fee based on a percentage of a client’s total spend on ~~advertising,~~advertising. We also generate revenue from providing data and other ~~features through our~~value added services and platform the total of which we refer to as gross spend. We enter into ongoing master service agreements with our clients as opposed to episodic insertion orders. To further align our interests with those of our clients, we do not buy advertising inventory in order to resell it to our clients for a profit.features.

For the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016:~~2018:

Adjusted EBITDA is a financial measure that is not in accordance with generally accepted accounting principles (“GAAP”). For information on how we compute Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see the section captioned “Non-GAAP Financial Data” below.

The growing digitization of media and fragmentation of audiences has increased the complexity of advertising, and thereby increased the need for automation in ad buying, which we provide on our platform. In order to grow, we will need to continue to develop our platform’s programmatic capabilities and advertising inventory. We believe that key opportunities include our ongoing global expansion, ~~into~~continuing development of our CTV, video, audio, and ~~television~~native ad inventory, and continuing development of ~~our~~ data usage and advertising targeting capabilities.

We believe that our revenue as a percentage of gross spend, which is sometimes referred to as take rate, may fluctuate from period to period due to a number of factors, such as changes in the proportion of spend represented by our larger customers with the lowest platform fees, our clients’ use of platform features and volume discounts. Revenue as a percentage of gross spend may also decrease in the future, especially as we introduce and as our clients select new platform features, expand our omnichannel capabilities and add additional clients whose businesses may have different underlying business models. Further, we believe that our ability to integrate and offer television and digital radio advertising inventory for purchase through our platform, and in particular our ability to manage the increased costs that will accompany these purchases, will impact the future growth of our business.13

We believe that growth of the programmatic advertising market is important for our ability to grow our business. Adoption of programmatic advertising by advertisers allows us to acquire new clients and grow revenue from existing clients. Although our clients include some of the largest advertising agencies in the world, we believe there is significant room for us to expand further within these clients and gain a larger amount of their advertising spend through our platform. We also believe that the industry trends noted above will lead to advertisers adopting programmatic advertising through platforms such as ours. ~~However, even if the programmatic advertising market continues to grow at its current rate, our ability to position ourselves within the market will impact the future growth of our business.~~

Similarly, the adoption of programmatic advertising by inventory owners and content providers allows us to expand the volume and type of advertising inventory that we present to our clients. For example, we have expanded our CTV, native and ~~digital~~ audio advertising offerings through our recent integrations with supply-side partners.

We ~~plan to~~ invest for long-term growth. We anticipate that our operating expenses will continue to increase significantly in the foreseeable future as we invest in platform operations and technology and development to enhance our product features, including programmatic buying of ~~television~~CTV ad inventory, and in sales and marketing to acquire new clients and reinforce our relationships with existing clients. In addition, we expect to continue making investments in our infrastructure, including our information technology, financial and administrative systems and controls, to support our growing operations.

In addition, we believe the markets outside of the United States (“U.S.”) offer an opportunity for growth, and we intend to make additional investments in sales and marketing and product development to expand in these markets, including China, where we are making significant investments in ~~launching~~ our platform and growing our team.

We believe that these investments will contribute to our long-term growth, although they may negatively impact profitability in the near term.

14Our business model has allowed us to grow significantly, and we believe that our operating leverage enables us to support future growth profitably.

The following tables set forth our condensed consolidated ~~results~~statements of ~~operations~~comprehensive income data for each of the periods presented and ~~our consolidated results of operations~~ as a percentage of our revenue for ~~the periods presented:~~those periods:

The increase in revenue for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2019, compared to the same prior year ~~periods,~~period, was primarily due to ~~an increase~~increases in gross spend on our platform by existing clients, which was driven by ~~an increase~~increases in the number of advertising campaigns executed per client.

The increase in platform operations expense for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to the same prior year period, was primarily due to increases of ~~$4.4~~$6.5 million in hosting costs, ~~$2.0~~$1.7 million in personnel costs, including ~~$0.7~~$0.3 million of stock-based compensation, and ~~$0.3~~$1.3 million in allocated ~~facilities costs.~~facilities. The increase in hosting costs was due to ~~support~~ the increased use of our platform by our clients. The increase in personnel costs was primarily due to an increase in headcount for our client support team. The increase in allocated facilities costs was primarily driven by ~~an increase in rent expense associated with~~ new ~~operating~~office leases to support our growth.

The increase in platform operations expense for the nine months ended September 30, 2017, compared to the same prior year period, was primarily due to increases of $12.3 million in hosting costs, $4.6 million in personnel costs, including $1.4 million of stock-based compensation, and $1.1 million in allocated facilities costs. These increases were primarily attributable to the factors described above.

We expect platform operations expenses to increase in absolute dollars and as a percentage of revenue in future periods as we continue to experience increased volumes of transactions through our platform and hire additional personnel to support our clients.

The increase in sales and marketing expense for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to the same prior year period, was primarily due to increases of ~~$4.0~~$4.5 million in personnel costs, including $1.3 million of stock-based compensation and ~~$0.5~~$1.6 million in allocated facilities costs. The increase in personnel costs ~~resulted from~~was primarily due to an increase in headcount to support our sales efforts and continue to develop and maintain relationships with our clients. The increase in allocated facilities costs was primarily driven by ~~an increase in rent expense associated with~~ new ~~operating~~office leases to support our growth.

The increase in sales and marketing expense for the nine months ended September 30, 2017, compared to the same prior year period, was primarily due to increases of $11.4 million in personnel costs, including $3.0 million of stock-based compensation, and $2.2 million in allocated facilities costs, partially offset by a decrease of $2.2 million in marketing costs for industry events, tradeshows and related public relations activities, due to a shift in the timing and mix of such activities.

We expect sales and marketing expenses to increase in absolute dollars in future periods, as we focus on increasing the adoption of our platform with existing and new clients and expanding our international business.

The increase in technology and development expense for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to the same prior year period, was primarily due to increases of ~~$5.1~~$6.6 million in personnel costs, including ~~$1.8~~$2.6 million of stock-based compensation, and

~~$0.7~~ $1.6 million in allocated facilities costs. The increase in personnel costs was primarily ~~attributable~~due to ~~increased~~an increase in headcount to maintain and support our technology and development efforts. The increase in allocated facilities costs was primarily driven by ~~an increase in rent expense associated with~~ new ~~operating~~office leases to support our growth.

The increase in technology and development expense for the nine months ended September 30, 2017, compared to the same prior year period, was primarily due to increases of $14.2 million in personnel costs, including $3.7 million of stock-based compensation, $2.9 million in allocated facilities costs and $1.1 million in professional services fees. The increases in personnel costs and allocated facilities costs were primarily attributable to the factors described above. The increase in professional services fees was in order to support our technology and development efforts.

We expect technology and development expense to increase in absolute dollars as we continue to invest in the development of our platform to support additional features and functions, increase the number of advertising and data inventory suppliers and ramp up the volume of advertising spending on our platform. We also intend to invest in technology to further automate our business processes.

The increase in general and administrative expense for the three months ended ~~September 30, 2017,~~March 31, 2019, compared to the same prior year period, was primarily due to increases of ~~$3.9~~$12.8 million in personnel costs, including ~~$1.4~~$4.5 million of stock-based compensation, ~~$1.0 million in professional service fees, $0.4 million in bad debt expense~~ and ~~$0.3~~$1.2 million in allocated facilities costs. The increase in personnel costs was primarily due to increased ~~finance and legal headcount. The increases in~~ headcount ~~and third-party professional services fees were primarily related to finance and legal services~~ to support our growth. ~~The increase in bad debt expense was primarily attributable to specific client reserves.~~ The increase in allocated facilities costs was primarily driven by ~~an increase in rent expense associated with~~ new ~~operating~~office leases to support our growth.

~~The increase~~We expect to continue to invest in corporate infrastructure to support growth. We expect general and administrative expenses to increase in absolute dollars in future periods.

The decrease in total other expense, net for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019 compared to the same prior year period, was primarily due to increases in interest income of ~~$12.4~~$0.9 million, in personnel costs, including $3.3 million of stock-based compensation, $2.6 million in professional service fees, $3.6 million in bad debt expense and $1.5 million in allocated facilities costs. The increases in personnel costs, bad debt expense and allocated facilities costs were primarily attributable to the factors described above. The increase in third-party professional services fees was primarily related to finance and legal services to support our growth, including $1.5 million in legal, accounting, printing and other costs related to the secondary offerings completed in March and June 2017.

We expect to continue to invest in corporate infrastructure and incur additional expenses associated with our operations as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with developing the requisite infrastructure required for internal controls.

~~The decrease in other expense, net for the three months ended September 30, 2017, compared to the same prior year period, was primarily due to~~ decreases ~~of $4.7 million in expense related to the fair value of our convertible preferred stock warrant liabilities, which were exercised as part of our IPO in September 2016, and $0.8 million~~ in interest expense ~~attributable to a liquidation fee paid in the prior year period at the closing~~ of ~~our IPO related to our prior debt facility. These decreases were~~$0.3 million, partially offset by ~~an increase of $1.8 million~~increases in foreign currency exchange ~~losses resulting from higher foreign denominated accounts receivable and accounts payable balances compared to the prior year period.~~

The decrease in other expense, net for the nine months ended September 30, 2017, compared to the same prior year period, was primarily due to decreases of $9.5 million in expense related to the fair value of our convertible preferred stock warrant liabilities and $1.4 million in interest expense attributable to a reduction in our debt borrowings and the aforementioned liquidation fee paid in the prior

year period at the closing of our IPO related to our prior debt facility. These decreases were partially offset by an increase in foreign currency exchange losses of $2.7 million, due to the factors described above.

The ~~increase~~U.S. federal statutory tax rate was 21% for the 2019 and 2018 periods, respectively.

The decrease in the provision for income taxes for the three months ended ~~September 30, 2017~~March 31, 2019 compared to the ~~same~~ prior year period was primarily due to ~~the impact of~~a higher ~~pre-tax income in U.S. jurisdictions, partially offset by discrete benefits of $3.2 million~~overall benefit associated with ~~disqualifying dispositions of incentive stock options.~~

~~The decrease in~~stock-based awards. For the ~~provision for income taxes for the nine~~three months ended ~~September 30, 2017 compared to the same prior year period, was primarily due to discrete~~March 31, 2019 and 2018, there were benefits ~~of $17.1 million~~ associated with ~~disqualifying dispositions~~stock-based awards of ~~incentive stock options, partially offset by the impact of higher pre-tax income in U.S. jurisdictions.~~approximately $11.0 million and $3.4 million, respectively.

As of ~~September 30, 2017,~~March 31, 2019, we had cash and cash equivalents of ~~$132.8~~$143.8 million, including cash ~~and cash equivalents~~ of ~~$16.5~~$32.4 million held by our international subsidiaries, short-term investments in marketable securities of $74.1 million and working capital of ~~$220.0~~$361.3 million.

We believe our existing cash and cash equivalents, cash flows from operations, and our undrawn balance under our second amended and restated credit facility ~~(see~~(refer to the ~~section captioned “Revolving Credit~~discussion under “Credit Facility” below) will be sufficient to meet our working capital requirements for at least the next 12 months. Our credit facility matures in May 2022. Further, in November 2017, we filed a shelf registration statement on Form S-3 with the SEC, or the Shelf Registration, which permits us to issue equity securities and equity-linked securities from time to time, subject to certain limitations. The Shelf Registration is intended to provide us with additional flexibility to access capital markets for general corporate purposes, subject to market conditions and our capital needs. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under “Risk Factors” within this Quarterly Report on Form 10-Q.

In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of additional indebtedness, we may be subject to increased fixed payment obligations and could also be subject to additional restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors.

There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected.

On ~~May 9, 2017,~~October 26, 2018, we and a syndicate of banks, led by Citibank, N.A., ~~and Citibank, N.A.,~~ as agent, entered into ~~an amended~~the Second Amended and ~~restated loan~~Restated Loan and ~~security agreement~~Security Agreement (the ~~“Amended Revolving~~“Second A&R Credit Agreement”, which we also refer to as “our credit facility”). The Amended Revolving Credit Agreement, among other things, provides for an increase of $75.0 million in the aggregate principal amount of commitments available under the Company’s senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) and provides the Company greater flexibility with respect to working capital, acquisitions and general corporate purposes. Available funding commitments to ~~the Company~~us under ~~the Revolving Credit Facility,~~our credit facility, subject to certain conditions, total up to ~~$200.0~~$150.0 million, with a $20.0 million sublimit for swingline borrowings and a $15.0 million sublimit for the issuance of letters of credit. Under certain circumstances, ~~the Company has~~we have the right to increase ~~the Revolving Credit Facility~~our credit facility by an amount not to exceed $100.0 million. ~~The Amended Revolving Credit Agreement is collateralized by substantially all~~As of ~~the Company’s assets, including a pledge of certain of~~March 31, 2019, we did not have an outstanding debt balance under our ~~accounts receivable, deposit accounts, intellectual property, investment property, and equipment,~~credit facility, and availability ~~under the Amended Revolving Credit Agreement is based on a percentage~~was $143.3 million. We were in compliance with all covenants as of ~~the value of accounts receivable, as reduced by certain reserves.~~March 31, 2019.

~~For additional information regarding the Amended Revolving Credit Agreement, refer to Note 6—Debt.~~

Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our clients and related payments to our suppliers offor advertising inventory and data. ~~The timing of cash receipts from clients and payments to suppliers can significantly impact our cash flows from operating activities.~~ We typically pay suppliers in advance of collections from our clients. Our collection and payment cycles can vary from period to period. In addition, we expect seasonality to impact cash flows from operating activities on a sequential quarterly ~~basis.~~basis during the year.

We compute our average days sales outstanding, or DSO, and average days payable outstanding, or DPO, as of a given date based on our average trade receivables or trade payables, respectively, for the trailing 12-month period divided by, for DSO, average daily gross billings for the period, and for DPO, by the average daily cost of media, data, and operating expenses, in each case, over such period. The average trade receivables or trade payables are the average of the trade receivables or trade payables balances at the beginning and end of the 12-month period. Historically, our DSOs have fluctuated over time. If our DSOs increase significantly and we are unable to borrow against these receivables on commercially acceptable terms, our working capital availability could be reduced, and as a consequence, our results of operations and financial condition would be adversely impacted. The following table summarizes the DSO and DPO for the periods presented:17

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, cash provided by operating activities of ~~$7.0~~$9.7 million resulted primarily from net income ~~from operations of $54.1 million,~~ adjusted for non-cash items ~~an increase~~ of ~~$51.9~~$35.5 million, partially offset by a net decrease in our working capital of $25.8 million. The net decrease in working capital was primarily due to a decrease of $138.9 million in accounts payable, partially offset by decrease of $127.2 million in accounts receivable. The decrease in accounts payable was due to the timing of payments to suppliers for the cost of advertising inventory, data and add-on ~~features and by an increase in accrued expenses and other liabilities of $3.5 million. Net cash provided by operating activities was partially offset by an increase of $95.2 million~~features. The decrease in accounts receivable ~~resulting~~resulted from the ~~increase~~decrease in spend through our platform, seasonality and the timing of cash receipts from ~~clients, and an increase of $7.3 million in prepaid expenses and other assets primarily due to estimated tax payments.~~

For the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, cash provided by operating activities of ~~$39.0~~$11.8 million was largely impacted by an increase of $94.4 million in accounts payable due to the timing of payments to suppliers for the cost of advertising inventory, data and add-on features and to a lesser extent, byresulted primarily from net income ~~from operations of $24.1 million,~~ adjusted for non-cash items ~~including the change in fair value~~ of ~~preferred stock warrants~~$19.0 million and a decrease of ~~$9.5 million due to the increased valuation of our common stock. Net cash provided by operating activities was partially offset by an increase of $82.3~~$42.4 million in accounts receivable, ~~resulting from~~partially offset by a decrease of $49.7 million in accounts payable. The decreases in accounts receivable and accounts payable were primarily due to the ~~increase in gross billings and the timing of cash receipts.~~aforementioned seasonality factors described above.

Our primary investing activities ~~have consisted~~consist of investing in short-term investments in marketable securities, purchases of property and equipment in support of our expanding headcount as a result of our growth, and capital expenditures to develop our software in support of enhancing our technology platform. Purchases of property and equipment may vary from period-to-period due to the timing of the expansion of our operations, the addition of headcount and the development cycles of our software development. As our business grows, we expect our capital expenditures and our investment activity to continue to increase.

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, we used ~~$10.8~~$81.5 million of cash in investing activities, consisting of ~~$8.4~~$74.0 million to purchase short-term investments, $6.1 million to purchase property and equipment, and ~~$2.5~~$1.4 million of investments in capitalized software. Purchases of property and equipment and investments in capitalized software support our growth and further development of our platform.

For the three months ended March 31, 2018, we used $2.7 million of cash in investing activities, consisting of $1.8 million to purchase property and equipment and $0.9 million of investments in capitalized software to support our growth and further develop our platform.

For the nine months ended September 30, 2016, we used $5.3 million of cash in investing activities, consisting of $3.5 million to purchase property and equipment and $1.8 million of investments in capitalized software to support our growth and further develop our platform.

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, cash provided by financing activities of ~~$3.2~~$8.4 million was primarily due to the $9.5 million proceeds from stock option exercises, partially offset by $1.1 million of taxes paid for restricted stock award settlements.

For the ~~employee~~three months ended March 31, 2018, cash used in financing activities of $26.1 million was primarily due to the repayment of $27.0 million of our line of credit outstanding balance and taxes paid related to net settlement of restricted stock ~~purchase plan~~awards of ~~$2.3 million and~~$0.4 million. Partially offsetting cash used in financing activities were proceeds from stock option exercises of ~~$1.8 million, partially offset by financing obligations and costs of $0.8~~$1.2 million.

For the nine months ended September 30, 2016, cash provided by financing activities of $86.2 million was largely impacted by net proceeds from our IPO of $78.1 million, proceeds from our line of credit of $75.8 million and proceeds from the issuance of Series C convertible preferred stock of $60.0 million, which financed our operations, capital expenditures, platform development and rapid growth. Net cash provided by financing activities was partially offset by repayments of the line of credit of $40.0 million and debt of $30.0 million and the repurchase of preferred and common stock of $54.0 million.

~~In October 2017, we paid approximately $3.0 million in cash for certain technology assets of Adbrain Ltd.~~

We do not have any relationships with other entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities that have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We did not have any other off-balance sheet arrangements at ~~September 30, 2017~~March 31, 2019 other than ~~operating leases and~~ the indemnification agreements described below.

Our principal commitments consist of our non-cancelable operating leases for our various office facilities, and other contractual commitments consisting of obligations to our hosting services providers, marketing contracts and providers of software as a service. In certain cases, the terms of the lease agreements provide for rental payments on a graduated basis.

The following table summarizes our ~~other~~ contractual ~~commitments, primarily with hosting services providers, as of September 30, 2017:~~obligations at March 31, 2019:

In the ordinary course of business, we enter into agreements in which we may agree to indemnify clients, suppliers, vendors, lessors, business partners, lenders, stockholders and other parties with respect to certain matters, including losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally, these indemnity and defense obligations relate to our own business operations, obligations, and acts or omissions. However, under some circumstances, we agree to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. These indemnity provisions generally survive termination or expiration of the agreements in which they appear. In addition, we have entered into indemnification agreements with our directors, executive officers and other officers that will require us to indemnify them against liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated financial statements.

Our condensed consolidated financial statements are prepared in accordance with ~~GAAP.~~accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition as net versus gross in our revenue arrangements, ~~the assumptions used in the valuation models to determine the fair value~~operating lease assets and liabilities, including our incremental borrowing rate and terms and provisions of ~~equity awards and~~each lease, stock-based compensation expense and income taxes have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. By their nature,

estimates are subject to an inherent degree of uncertainty. Actual results could differ materially from these estimates. ~~There have been~~Except for the changes described in Note 2 to the interim condensed consolidated financial statements, there were no ~~material~~other changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

We have operating leases for our offices. We recognize most of our operating lease rights and commitments as operating lease assets, or right-of-use assets (“ROU Assets”), and operating lease liabilities (“Lease Liabilities”), respectively, on our consolidated balance sheets.

We determine if an arrangement is a lease at inception. Operating leases include ROU Assets, which we include as operating lease assets on our consolidated balance sheets. The Lease Liabilities associated with operating leases are included in operating lease liabilities and operating lease liabilities, non-current on our consolidated balance sheets. ROU Assets and Lease Liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. The decision to include these options involves consideration of our overall growth plans, as well as other strategic requirements. Since determination of the lease term requires an application of judgment, lease terms that differ from our determination could potentially have a material impact on our consolidated balance sheet. As the rate implicit for each of our leases is not readily determinable, we use our incremental borrowing rate, based on the information available at the lease commencement date in determining the present value of our expected lease payments. The rate is determined by analyzing and combining an applicable risk-free rate, a financial spread adjustment and any lease specific adjustment. Since determination of our incremental borrowing rate requires an application of judgment, rates that differ from our determination could potentially have a material impact on our consolidated balance sheet.

~~For information regarding recent accounting pronouncements, refer~~Refer to Note 2 of our condensed consolidated financial statements.

In addition to our results determined in accordance with GAAP, we believe that Adjusted EBITDA, a non-GAAP measure, is useful in evaluating our business. The following table presents a reconciliation of net income to Adjusted EBITDA for the periods presented:

We use Adjusted EBITDA as a measure of operational efficiency to understand and evaluate our core business operations. We believe that Adjusted EBITDA is useful to investors for period to period comparisons of our core business. Accordingly, we believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are as follows:

Because of these and other limitations, you should consider Adjusted EBITDA along with other GAAP-based financial performance measures, including various cash flow metrics, net income and our GAAP financial results.

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate and foreign currency exchange ~~and inflation~~ risks.

We are exposed to market risk from changes in interest rates on our ~~revolving~~ credit facility, which accrues interest at a variable rate. We have not used any derivative financial instruments to manage our interest rate risk exposure. ~~Based upon the principal balance~~No amount was owed on our ~~revolving~~ credit facility as of September 30, 2017, a hypothetical one percentage point increase or decrease in the interest rate under our revolving credit facility would result in a corresponding increase or decrease in interest expense of approximately $0.3 million annually.March 31, 2019.

We have foreign currency risks related to our revenue and expenses denominated in currencies other than the U.S. Dollar, principally the ~~Canadian Dollar,~~Euro, British Pound, ~~the Euro, Singapore~~Australian Dollar, Canadian Dollar, Indonesian Rupiah, Japanese Yen and ~~Australian Dollar.~~Thai Baht. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains and losses related to ~~translating~~remeasuring cash balances, trade accounts receivable and payable balances that are denominated in currencies other than the U.S. Dollar. The effect of an immediate 10% adverse change in foreign exchange rates on foreign-denominated accounts at ~~September 30, 2017,~~March 31, 2019, would result in a foreign currency loss of approximately ~~$7.0~~$11.9 million. In the event our non-U.S. Dollar denominated sales and expenses increase, our ~~operating~~ results of operations may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business.

~~From time to time we may~~We enter into forward contracts or other derivative transactions in an attempt to hedge our foreign currency risk. There can be no assurance that such transactions will be effective in hedging some or all of our foreign currency exposures and under some circumstances could generate losses for us.

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of ~~September 30, 2017.~~ March 31, 2019. Our disclosure controls and procedures are designed to provide reasonable assurance ~~of achieving their objectives of ensuring~~ that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer,~~CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. ~~There is no assurance~~Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures ~~will operate effectively under all circumstances.~~

~~During 2015, we identified certain material weaknesses in our internal control over financial reporting resulting from:~~

As discussed below, we are taking steps to remediate these material weaknesses in internal control over financial reporting; however, we are not yet able to determine whether the steps we are taking will fully remediate these material weaknesses.

Because of material weaknesses in our internal control over financial reporting as previously disclosed, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2017, our disclosure controls and procedures were ~~not~~ effective at the reasonable assurance level. Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, resultslevel as of ~~operations and cash flows for the periods presented in conformity with U.S. GAAP.~~ March 31, 2019.

~~Starting in 2015, we commenced measures to remediate the identified material weaknesses. Those remediation measures are ongoing and include the following:~~

We believe we are making progress toward achieving the effectiveness of our internal controls and disclosure controls. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate these material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.

Effective January 1, 2019 we adopted FASB Accounting Standards Codification (“ASC”) No. 842, Leases. We also invested surplus cash during the quarter-ended March 31, 2019 and recorded those investments in accordance with ASC 305, Cash and Cash Equivalents, and ASC 320, Debt and Equity Securities. These investments are ~~taking actions~~classified as cash equivalents and short-term investments. Changes were made to ~~remediate~~ the ~~material weaknesses relating~~relevant business processes and the related control activities, including information systems, in order to ~~our internal~~monitor and maintain appropriate controls over financial ~~reporting, as described above.~~ reporting.

Except as ~~otherwise described herein,~~noted above, there ~~was~~have been no ~~change~~changes in our internal control over financial reporting that ~~occurred during the period covered by this Quarterly Report on Form 10-Q that has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, during the quarter ended March 31, 2019.

Management recognizes that 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

We are not currently a party to any legal proceedings, litigation or claims, which, if determined adversely to us, would have a material adverse effect on our business, ~~operating~~financial condition, results ~~financial condition~~of operations or cash flows. We may from time to time, be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information contained in this quarterly report, including the condensed consolidated financial statements and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, before making investment decisions related to our Class A common stock. ~~The risks and uncertainties described below include those that we consider material and that we are currently aware of, but are not the only ones we face.~~ If any of the following risks is realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline and you could lose part or all of your investment. We have organized the description of these risks into groupings in an effort to enhance readability but many of the risks interrelate and could be grouped or ordered in other ways. Therefore, no special significance should be attributed to the groupings or order below.

We have a limited operating history as a publicly traded company, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

We ~~were incorporated~~became a public company in ~~2009~~September 2016 and ~~as a result,~~ have ~~only~~ a limited operating history as a publicly traded company upon which our business and prospects may be evaluated. Although we have experienced substantial revenue growth in our limited operating history, we may not be able to sustain this rate of growth or maintain our current revenue levels. We have encountered and will continue to encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to:

We cannot assure you that we will be successful in addressing these and other challenges we may face in the future. If we are unable to do so, our business may suffer, our revenue and ~~operating~~ results of operations may decline and we may not be able to achieve further growth or sustain profitability.

Our failure to maintain and grow our client base and spend through our platform may negatively impact our revenue and business.

To sustain or increase our revenue, we must regularly add new clients and encourage existing clients to maintain or increase the amount of advertising inventory purchased through our platform and adopt new features and functionalities that we add to our platform. If competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with ours, our ability to sell access to our platform to new or existing clients could be impaired. We have spent significant effort in cultivating our relationships with advertising agencies, which has resulted in an increase in the budgets allocated to, and the amount of advertising purchased on, our platform. However, it is possible that we may reach a point of saturation at which we cannot continue to grow our revenue from such agencies because of internal limits that advertisers may place on the allocation of their advertising budgets to digital media to a particular provider or otherwise. While we generally have ~~master services agreements~~MSAs in place for our clients, such agreements allow our clients to change the amount of spend through our platform or terminate ~~their use of~~ our services with limited notice. Our clients typically have relationships with different providers and there is limited cost to moving budgets to our competitors. As a result, we may have limited visibility as to our future advertising ~~revenue.~~revenue streams. We cannot assure you that our clients will continue to use our platform or that we will be able to replace, in a timely or effective manner, departing clients with new clients that generate comparable revenue. If a major client representing a significant portion of our business decides to materially reduce its use of our platform or to cease using our platform altogether, it is possible that our revenue or revenue growth rate could be significantly ~~reduced.~~reduced and our business negatively impacted.

The loss of advertising agencies as clients could significantly harm our business, ~~operating~~financial condition and results ~~and financial condition.~~of operations.

Our client base consists primarily of advertising agencies. We do not have exclusive relationships with advertising agencies and we depend on agencies to work with us as they embark on advertising campaigns for advertisers.

The loss of agencies as clients could significantly harm our business, ~~operating~~financial condition and results ~~and financial condition.~~of operations. If we fail to maintain satisfactory relationships with an advertising agency, we risk losing business from the advertisers represented by that agency.

Advertisers may change advertising agencies. If an advertiser switches from an agency that utilizes our platform to one that does not, we will lose revenue from that advertiser. In addition, some advertising agencies have their own relationships with suppliers of advertising inventory and can directly connect advertisers with such suppliers. Our business may suffer to the extent that advertising agencies and inventory suppliers purchase and sell advertising inventory directly from one another or through intermediaries other than us.

We had approximately ~~566~~742 clients, consisting primarily of advertising agencies, as of December 31, ~~2016.~~2018. Many of these agencies are owned by holding companies, where decision making is decentralized such that purchasing decisions are made, and relationships with advertisers, are located, at the agency, local branch or division level. If all of our individual client contractual relationships were aggregated at the holding company level, Publicis Groupe and Omnicom Group Inc.~~, WPP plc and Publicis Groupe~~ would each represent more than 10% of our gross billings for ~~2016.~~2018.

In most cases, we enter into separate contracts and billing relationships with the individual agencies and account for them as separate clients. However, some holding companies for these agencies may choose to exert control over the individual agencies in the future. If so, any loss of relationships with such holding companies and, consequently, of their agencies, local branches or divisions, as clients could significantly harm our business, ~~operating~~financial condition and results ~~and financial condition.~~of operations.

If we fail to innovate ~~and~~or make the right investment decisions in our offerings and platform, we may not attract and retain advertisers and advertising agencies and our revenue and results of operations may decline.

Our industry is subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. We must constantly make investment decisions regarding offerings and technology to meet client demand and evolving industry standards. We may make ~~wrong~~bad decisions regarding these investments. If new or existing competitors have more attractive offerings, we may lose clients or clients may decrease their use of our platform. New client demands, superior competitive offerings or new industry standards could require us to make unanticipated and costly changes to our platform or business model. In addition, new products and services, including those incorporating or utilizing artificial intelligence and machine learning may raise new, or heighten existing, technological, legal and other challenges, and may cause unintended consequences or be misused by our customers. If we fail to adapt to our rapidly changing industry or to evolving client needs, or we provide new products and services that exacerbate technological, legal or other challenges, demand for our platform could decrease and our business, financial condition and ~~operating~~ results of operations may be adversely affected.

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and ~~operating results.~~results of operations.

We have experienced and continue to experience significant growth in a short period of time. To manage our growth effectively, we must continually evaluate and evolve our organization. We must also manage our employees, operations, finances, technology and development and capital investments efficiently. Our efficiency, productivity and the quality of our platform and client service may be adversely impacted if we do not train our new personnel, particularly our sales and support personnel, quickly and effectively, or if we fail to appropriately coordinate across our organization. Additionally, our rapid growth may place a strain on our resources, infrastructure and ability to maintain the quality of our platform. You should not consider our revenue growth and levels of profitability in recent periods as indicative of future performance. In future periods, our revenue or profitability could decline or grow more slowly than we expect. Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and ~~operating results.~~results of operations.

The market for programmatic buying for advertising campaigns is relatively new and evolving. If this market develops slower or differently than we expect, our business, growth prospects and financial condition would be adversely affected.

The substantial majority of our revenue has been derived from clients that programmatically purchase advertising inventory through our platform. We expect that spending on programmatic ad buying will continue to be our primary source of revenue for the foreseeable future, and that our revenue growth will largely depend on increasing spend through our platform. The market for programmatic ad buying is an emerging market, and our current and potential clients may not shift as quickly ~~enough~~as we expect to programmatic ad buying from other buying methods, reducing our growth potential. If the market for programmatic ad buying deteriorates or develops more slowly than we expect, it could reduce demand for our platform, and our business, growth prospects and financial condition would be adversely affected.

In addition, our revenue may not ~~necessary~~necessarily grow at the same rate as spend on our platform. Growth in spend may outpace growth in our revenue as the market for programmatic buying for advertising matures due to a number of factors including quantity discounts and product, media, client and channel mix shifts. For example, TV advertising typically entails relatively large advertising budgets that carry a smaller fee as a percentage of spend. Growth in the use of our platform for TV advertising could impact the rate of our revenue growth relative to the rate of growth in spend on our platform. A significant change in revenue as a percentage of spend could reflect an adverse change in our business and growth prospects. In addition, any such fluctuations, even if they reflect our strategic decisions, could cause our performance to fall below the expectations of securities analysts and investors, and adversely affect the price of our common stock.

The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.

We operate in a highly competitive and rapidly changing industry. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase revenue and maintain profitability. New technologies and methods of buying advertising present a dynamic competitive challenge, as market participants offer ~~multiple~~ new products and services, such as analytics, automated media buying and exchanges, aimed at capturing advertising ~~spend.~~spend or disrupting the digital marketing landscape. In addition to existing competitors and intermediaries, we may also face competition from new companies entering the market, which may include large established companies, all of which currently offer, or may in the future offer, products and services that result in additional competition for advertising spend or advertising ~~inventory.~~

~~Further, we derive a significant portion of our revenue from~~inventory, or other changes to the display advertising market, which is rapidly evolving, highly competitive, complex and fragmented. We face significant competition in this market which we expect will intensify in the future. We currently compete for advertising spend with large, well-established companies as well as smaller, privately-held companies. Some of our larger competitors with more resourcesmarketplace that may be ~~better positioned~~detrimental to ~~execute on advertising campaigns conducted over multiple channels such as social media, mobile and video.~~our business.

We may also face competition from companies that we do not yet know about or do not yet exist. If existing or new companies develop, market or resell competitive high-value marketing products or services, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our results of operations could be ~~harmed.~~harmed

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, allowing them to devote greater resources to the development, promotion, sale and support of their products and services. They may also have more extensive advertiser bases and broader publisher relationships than we have, and may be better positioned to execute on advertising conducted over certain channels, such as social media, mobile and video. Some of our competitors may have a longer operating ~~histories~~history and greater name recognition. As a result, these competitors may be better able to respond quickly to new technologies, develop deeper advertiser relationships or offer services at lower prices. Any of these developments would make it more difficult for us to sell ~~access to~~ our platform and could result in increased pricing pressure, increased sales and marketing expense or the loss of market share.

Economic downturns and market conditions beyond our control could adversely affect our business, financial condition and ~~operating results.~~results of operations.

Our business depends on the overall demand for advertising and on the economic health of advertisers that benefit from our platform. Economic downturns or unstable market conditions may cause advertisers to decrease their advertising budgets, which could reduce spend though our platform and adversely affect our business, financial condition and ~~operating results.~~results of operations. As we explore new countries to expand our business, economic downturns or unstable market conditions in any of those countries could result in our investments not yielding the returns we anticipate.

We may experience fluctuations in our ~~operating~~ results of operations, which could make our future ~~operating~~ results of operations difficult to predict or cause our ~~operating~~ results of operations to fall below analysts’ and investors’ expectations.

Our quarterly and annual ~~operating~~ results of operations have fluctuated in the past and we expect our future ~~operating~~ results of operations to fluctuate due to a variety of factors, many of which are beyond our control. Fluctuations in our ~~operating~~ results of operations could cause our performance to fall below the expectations of analysts and investors, and adversely affect the price of our common stock. Because our business is changing and evolving rapidly, our historical ~~operating~~ results of operations may not be necessarily indicative of our future ~~operating results.~~results of operations. Factors that may cause our ~~operating~~ results of operations to fluctuate include the following:

Based upon the factors above and others beyond our control, we have a limited ability to forecast our future revenue, costs and expenses, and as a result, our ~~operating~~ results of operations may, from time to time, fall below our estimates or the expectations of analysts and investors.

We often have long sales cycles, which can result in significant time between initial contact with a prospect and execution of a client agreement, making it difficult to project when, if at all, we will obtain new clients and when we will generate revenue from those clients.

Our sales cycle, from initial contact to contract execution and implementation can take significant time. Our sales efforts involve educating our clients about the use, technical capabilities and benefits of our platform. Some of our clients undertake an evaluation process that frequently involves not only our platform but also the offerings of our competitors. As a result, it is difficult to predict when we will obtain new clients and begin generating revenue from these new clients. Even if our sales efforts result in obtaining a new client, under our usage-based pricing model, the client controls when and to what extent it uses our platform. As a result, we may not be able to add clients, or generate revenue, as quickly as we may expect, which could harm our revenue growth ~~prospects.~~rates.

We are subject to payment-related risks, including from advertising agencies that do not pay us until they receive payment from the advertiser, and, if our clients do not pay or dispute their invoices, our ability to collect for non-payment may be limited and our business, financial condition and ~~operating~~ results of operations may be adversely affected.

Many of our contracts with advertising agencies provide that if the advertiser does not pay the agency, the agency is not liable to us, and we must seek payment solely from the advertiser, a type of arrangement called sequential liability. Contracting with these agencies, which in some cases have or may develop higher-risk credit profiles, may subject us to greater credit risk than if we were to contract directly with advertisers. This credit risk may vary depending on the nature of an advertising agency’s aggregated advertiser base. We may also be involved in disputes with agencies and their advertisers over the operation of our platform, the terms of our agreements or our billings for purchases made by them through our platform. If we are unable to resolve disputes with our clients, we may lose clients or clients may decrease their use of our platform and our financial performance and growth may be adversely affected. If we are unable to collect or make adjustments to bills to clients, we could incur write-offs for bad debt, which could ~~have a material adverse effect on~~harm our results of operations. In the future, bad debt may exceed reserves for such contingencies and our bad debt exposure may increase over time. Any increase in write-offs for bad debt could ~~have a materially negative effect on~~harm our business, financial condition and ~~operating results.~~results of operations. Even if we are not paid by our clients on time or at all, we are still obligated to pay for the advertising ~~we have purchased for the advertising campaign,~~inventory, third-party data, and other add-on features that clients purchase on our platform, and as a consequence, our business, financial condition and results of operations ~~and financial condition~~ would be adversely impacted.

A substantial portion of our business is from advertising agencies that do not pay us until they receive payment from the advertiser, resulting in an increased length of time between our payment for media inventory and our receipt of payment for use of our platform, ~~and~~which may adversely affect our ~~ability to collect for non-payment may be limited to the advertiser, thereby increasing our risk of non-payment.~~working capital.

Substantially all of the spend on our platform is from advertising agencies. Generally, we are contractually required to pay advertising inventory and data suppliers within a negotiated period of time, regardless of whether our clients pay us on time, or at all. Additionally, while we attempt to negotiate long payment periods with our suppliers and shorter periods from our clients, we are not always successful. As a result, we often face a timing issue with our accounts payable on shorter cycles than our accounts receivables, requiring us to remit payments from our own funds, and accept the risk of bad debt.

This ~~payment process~~collections and payments cycle will increasingly consume working capital if we continue to be successful in growing our business. In addition, we typically experience slow payment cycles by advertising agencies as is common in our industry. In this regard, we had average days sales outstanding, or DSO, of 102 days, and average days payable outstanding, or DPO, of 83 days at September 30, 2017. We compute our DSO and DPO as of a given date based on our average trade receivables or trade payables, respectively, for the trailing 12-month period divided by, for DSO, average daily gross billings for the period, and for DPO, by the average daily cost of media, data and operating expenses over such period. The average trade receivables or trade payables are the average of the trade receivables or trade payables balances at the beginning and end of the 12-month period. Historically, our DSOs have fluctuated over time. If ~~our DSOs increase significantly, and~~ we are unable to borrow ~~against these receivables~~ on commercially acceptable terms, our working capital availability could be reduced, and as a consequence, our financial condition and results of operations ~~and financial condition~~ would be adversely impacted.

Due to this timing imbalance in ~~our DSOs~~collections and ~~DPOs,~~payments, we may rely on our credit facility to partially or completely fund our working capital requirements. We cannot assure you that as we continue to grow, our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the credit facility in an amount sufficient to fund our working capital needs. If our cash flows and credit facility borrowings are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all. In addition, in the absence of sufficient cash flows from operations, we might be unable to meet our obligations under our credit facility, and we may therefore be at risk of default thereunder. We cannot assure you that we would be able to locate additional financing or increase amounts borrowed under our existing credit facility on commercially reasonable terms or at all.

Our business is primarily dependent on advertisers buying mobile, display and video advertising. A decrease in the use of ~~display~~these advertising channels would harm our business, growth prospects, financial condition and results of operations.

Historically, our clients have predominantly used our platform to purchase mobile, display and video advertising inventory. We expect that ~~display advertising~~these will continue to be a significant ~~channel~~channels used by our ~~clients.~~clients for digital advertising. Should our clients lose confidence in the value or effectiveness of mobile, display and video advertising, the demand for our platform could decline.

We have been, and are ~~working~~continuing to, enhance our social, native, ~~digital radio~~audio and ~~television offerings, including the capability to buy ads on digital television using our platform.~~CTV offerings. We refer to the ability to provide offerings across ~~these~~multiple advertising channels as omnichannel. ~~These markets~~We may not ~~reach the scale~~be able to maintain or grow advertising inventory for some of ~~display advertising,~~our omnichannels and some of our omnichannel offerings may not gain market acceptance. A decrease in the use of mobile, display and video advertising, or our inability to further penetrate ~~display~~these and other advertising channels, would harm our growth prospects, financial condition and results of operations.

If our access to quality advertising inventory is diminished, our revenue could decline and our growth could be impeded.

We must maintain a consistent supply of attractive ad inventory. Our success depends on our ability to secure quality inventory on reasonable terms across a broad range of advertising networks and exchanges, video, CTV, audio and mobile inventory, and social media platforms. The amount, quality and cost of inventory available to us can change at any time. A few inventory suppliers hold a significant portion of the programmatic inventory either generally or concentrated in a particular ~~channel.~~channel, such as audio and social media. In addition, we compete with companies with which we have business relationships. For example, Google is one of our largest advertising inventory suppliers in addition to being one of our competitors. If Google or ~~a similarly situated~~any other company with attractive advertising inventory limits our access to its advertising inventory, our business could be adversely affected. If our relationships with ~~any~~certain of our suppliers were to cease, or if the material terms of these relationships were to change unfavorably, our business would be negatively impacted. Our suppliers are generally not bound by long-term contracts. As a result, there is no guarantee that we will have access to a consistent supply of quality inventory on favorable terms. If we are unable to compete favorably for advertising inventory available on real-time advertising exchanges, or if real-time advertising exchanges decide not to make their advertising inventory available to us, we may not be able to place advertisements or find alternative sources of inventory with comparable traffic patterns and consumer demographics in a timely manner. Furthermore, the inventory that we access through real-time advertising exchanges may be of low quality or misrepresented to us, despite attempts by us and our suppliers to prevent fraud and conduct quality assurance checks.

Inventory suppliers control the bidding process for the inventory they supply, and their processes may not always work in our favor. For example, suppliers may place restrictions on the use of their inventory, including prohibiting the placement of advertisements on behalf of specific advertisers. Through the bidding process, we may not win the right to deliver advertising to the inventory that is selected through our platform and may not be able to replace inventory that is no longer made available to us.

As new types of inventory, such as ~~digital advertising for television,~~CTV, become available, we will need to expend significant resources to ensure we have access to such new inventory. Although television advertising is a large market, only a very small percentage of it is currently purchased through digital advertising exchanges. We are investing heavily in our programmatic television offering, including by increasing our workforce and by adding new features, functions and integrations to our platform. If the ~~digital television advertising~~CTV market does not grow as we anticipate or we fail to successfully serve such market, our growth prospects could be harmed.

Our success depends on consistently adding valued inventory in a cost-effective manner. If we are unable to maintain a consistent supply of quality inventory for any reason, client retention and loyalty, and our financial condition and ~~operating~~ results of operations could be harmed.

Seasonal fluctuations in advertising activity could have a ~~material~~negative impact on our revenue, cash flow and ~~operating results.~~results of operations.

Our revenue, cash flow, ~~operating~~ results of operations and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of our clients’ spending on advertising campaigns. For example, clients tend to devote more of their advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending. Moreover, advertising inventory in the fourth quarter may be more expensive due to increased demand for ~~advertising inventory.~~it. Political advertising could also cause our revenue to increase during election cycles and decrease during other periods. Our historical revenue growth has masked the impact of seasonality, but if our growth rate declines or seasonal spending becomes more pronounced, seasonality could have a more ~~material~~significant impact on our revenue, cash flow and ~~operating~~ results of operations from period to period.

As our costs increase, we may not be able to generate sufficient revenue to sustain profitability.

We have expended significant resources to grow our business in recent years by increasing the offerings of our platform, growing our number of employees and expanding ~~internationally into several countries.~~internationally. We anticipate continued growth that could require substantial financial and other resources to, among other things:

29cover expenses relating to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and

•

~~cover expenses relating to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and~~

explore strategic acquisitions.

Investing in the foregoing, however, may not yield anticipated returns. Consequently, as our costs increase, we may not be able to generate sufficient revenue to sustain profitability.

~~We have identified material weaknesses in our internal control over financial reporting and, if our remediation of these material weaknesses is not effective, or if~~If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations. If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we evaluate and determine the effectiveness of our internal control over financial reporting and ~~beginning with our annual report on Form 10-K for our year ending December 31, 2017,~~ provide a management report on internal control over financial reporting. A

Our platform system applications are complex, multi-faceted and include applications that are highly customized in order to serve and support our clients, advertising inventory and data suppliers, as well as, support our financial reporting obligations. We regularly make improvements to our platform to maintain and enhance our competitive position. In the future, we may implement new offerings and engage in business transactions, such as acquisitions, reorganizations or implementation of new information systems. These factors require us to develop and maintain our internal controls, processes and reporting systems, and we expect to incur ongoing costs in this effort. However, we may not be successful in developing and maintaining adequate internal controls, which may undermine our ability to provide accurate, timely and reliable reports on our financial condition and results of operations, leading to material ~~weakness is a deficiency or combination of deficiencies~~weaknesses in internal ~~control over~~controls and causing our financial ~~reporting such that there is a reasonable possibility that a material misstatement~~statements to be misstated.

If one or more of the following were to occur, we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial ~~statements will not be prevented or detected on a timely basis.~~

~~See “Item 4. Controls~~reports and ~~Procedures” in this Quarterly Report on Form 10-Q for a list of~~ the material weaknesses identified during 2015 in our internal control over financial reporting and a list of the steps taken to date to address the internal control deficiencies that contributed to these material weaknesses.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that these deficiencies or others could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis.

The process of designing and implementing internal control over financial reporting required to comply with Section 404 of the Sarbanes-Oxley Act will be time consuming, costly and complicated. Based on the tradingmarket price of our common stock ~~and the holdings of our non-affiliate stockholders as of the end of our second quarter of 2017 and effective as of our year ending December 31, 2017, we will no longer~~could be eligible for “emerging growth company” status, as defined in the JOBS Act. Accordingly, in addition to our evaluation of our internal controls over financial reporting, we and our independent registered public accounting firm will be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 commencing with our annual report on Form 10-K for our year ending December 31, 2017. If during the evaluation and testing process, negatively affected:

we identify ~~other~~ material weaknesses in our internal control over financial ~~reporting or determine that existing material weaknesses have not been remediated, our management will be~~reporting;

we are unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknessescomply with ~~respect to our internal controls or~~ the ~~level at which our internal controls are documented, designed, implemented or reviewed. If~~ requirements of the Sarbanes-Oxley Act in a timely manner;

we are unable to assert that our internal control over financial reporting is ~~effective,~~effective; or if

our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial ~~reporting, we will need~~reporting.

Such failures could also subject us to undertake various actions, such as implementing new internal controls and procedures and hiring additional staff to remediate the material weaknesses. As a result, our investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by NASDAQ, the stock exchange on which our securities are listed and the ~~SEC~~Securities and Exchange Commission or other regulatory authorities, and to litigation from stockholders, which could ~~require additional~~harm our reputation, financial condition or divert financial and management ~~resources.~~resources from our core business.

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We allow our clients to utilize application programming interfaces, or APIs, with our platform, which could result in outages or security breaches and negatively impact our business, financial condition and ~~operating results.~~results of operations.

The use of APIs by our clients has significantly increased in recent years. Our APIs allow clients to build their own media buying and data management interface by using our APIs to develop custom integration of their business with our platform. The increased use of APIs increases security and operational risks to our systems, including the risk for intrusion attacks, data theft, or ~~denial-of-service~~denial of service attacks. Furthermore, while APIs allow clients greater ease and power in accessing our platform, they also increase the risk of overusing our systems, potentially causing outages. We have experienced system slowdowns due to client overuse of our systems through our APIs. While we have taken measures intended to decrease security and outage risks associated with the use of APIs, we cannot guarantee that such measures will be successful. Our failure to prevent outages or security breaches resulting from API use could result in government enforcement actions against us, claims for damages by consumers and other affected individuals, costs associated with investigation and remediation damage to our reputation and loss of goodwill, any of which could ~~have a material adverse impact on~~harm our business, financial condition and ~~operating results.~~results of operations.

We may experience outages and disruptions on our platform if we fail to maintain adequate security and supporting infrastructure as we scale our platform, which may harm our reputation and negatively impact our business, financial condition and ~~operating results.~~results of operations.

As we grow our business, we expect to continue to invest in technology services and equipment, including data centers, network services and database technologies, as well as potentially increase our reliance on open source software. Without these improvements, our operations might suffer from unanticipated system disruptions, slow transaction processing, unreliable service levels, impaired quality or delays in reporting accurate information regarding transactions in our platform, any of which could negatively affect our reputation and ability to attract and retain clients. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance ~~that~~ our business will increase. If we fail to respond to technological change or to adequately maintain, expand, upgrade and develop our systems and infrastructure in a timely fashion, our growth prospects and results of operations could be adversely affected. The steps we take to increase the reliability, integrity and security of our platform as it scales are expensive and complex, and our execution could result in operational failures and increased vulnerability to ~~cyber-attacks.~~cyberattacks. Such ~~cyber-attacks~~cyberattacks could include denial-of-service attacks impacting service availability (including the ability to deliver ads) and reliability, tricking company employees into releasing control of their systems to a hacker, or the introduction of computer viruses or malware into our systems with a view to steal confidential or proprietary data. ~~Cyber-attacks~~Cyberattacks of increasing sophistication may be difficult to detect and could result in the theft of our intellectual property and data from our platform. We are also vulnerable to unintentional errors or malicious actions by persons with authorized access to our systems that exceed the scope of their access rights, distribute data erroneously, or, unintentionally or intentionally, interfere with the intended operations of our platform. Moreover, we could be adversely impacted by outages and disruptions in the online platforms of our inventory and data suppliers, such as ~~the~~ real-time advertising exchanges. Outages and disruptions of our platform, including due to ~~cyber-attacks,~~cyberattacks, may harm our reputation and negatively impact our business, financial condition and results of operations.

Operational performance and ~~performance~~internal control issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, financial condition and ~~operating results.~~results of operations.

We depend upon the sustained and uninterrupted performance of our platform to manage our inventory supply; bid on inventory for each campaign; collect, process and interpret data; and optimize campaign performance in real time and provide billing information to our financial systems. If our platform cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform, or if we experience outages, then our business may be harmed. We may also face material delays in introducing new services, products and enhancements. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing proprietary technology and systems may become obsolete.

Our platform is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors. Errors, failures, vulnerabilities or bugs have been found in the past, and may in the future, be found. Our platform also relies on third-party technology and systems to perform properly, and our platform is often used in connection with computing environments utilizing different operating systems, system management software, equipment and networking configurations, which may cause errors in, or failures of, our platform or such other computing environments. Operational and performance issues with our platform could include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server farms. While we have built redundancies in our systems, full redundancies do not exist. Some failures will shut our platform down completely, others only partially. Partial failures, which we have experienced in the past, could result in unauthorized bidding, cessation of our ability to bid or deliver impressions or deletion of our reporting, in each case resulting in unanticipated financial obligations or impact.

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Operational, performance and ~~performance~~internal control issues with our platform could also result in negative publicity, damage to our brand and reputation, loss of or delay in market acceptance of our platform, increased costs or loss of revenue, loss of the ability to access our platform, loss of competitive position or claims by clients for losses sustained by ~~them.~~them and stockholders may lose confidence in the accuracy and completeness of our financial reports. Alleviating problems resulting from such issues could require significant expenditures of capital and other resources and could cause interruptions, delays or the cessation of our business, any of which may adversely affect our business, financial condition and ~~operating results.~~results of operations.

Data privacy and security concerns relating to our technology and our practices could damage our reputation and deter current and potential customers from using our products and services. If our security measures are breached or unauthorized access is obtained to user, customer or inventory and third-party provider data, our services may be perceived as insecure, we may lose existing customers and providers or fail to attract new customers and providers, and we may incur significant reputational harm and legal and financial liabilities.

In the wake of recent high-profile data breaches and allegations of misuse of consumer data, consumers, privacy advocates and legislators have expressed concerns regarding digital advertising and whether advertising technology products, services, or processes compromise the privacy of Internet users. Concerns about industry practices or our practices with regard to the collection, use, disclosure, or security of personal information or other data privacy related matters, even if unfounded, could damage our reputation and adversely affect our results of operations or lead to enhanced regulatory oversight that may burden our management and operations. Our privacy policies and business operations may have to change to adapt to any such changes in our business environment.

Our products and services involve the storage and transmission of data from users, customers, and inventory and data providers. We have dedicated and expect to continue to dedicate significant resources to create security protections that shield data against unauthorized access. However, such measures cannot provide absolute security. Bugs, defects, security breaches, theft, misuse or vulnerabilities in our products, services and processes may expose us to a risk of loss or corruption of such data, improper use and disclosure of such information, litigation, and other potential liability. Systems failures, compromises of our security, failure to abide by our privacy policies or contractual obligations, or inadvertent disclosure that results in the release of data from users, customers, or inventory or data providers could result in government investigations, enforcement actions and other legal and financial liability, which may seriously harm our reputation and brand, and impair our ability to attract and retain customers.

From time to time, we experience cyberattacks of varying degrees and other attempts to gain unauthorized access to our systems. Our security measures may in the future be breached due to negligence or malfeasance by internal or external actors, or errors or vulnerabilities in our systems, products or processes or in those of our customers, providers and vendors, or otherwise. Such breach or other unauthorized access, or attempts by outside parties to fraudulently induce employees, customers or vendors to disclose sensitive information in order to gain access to our data, user data, or our customers’ or inventory and third-party providers’ data could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, become more sophisticated, and often are not recognized until launched against a target, we may be unable to anticipate or detect these techniques or to implement adequate preventative measures. Cyberattacks could also compromise trade secrets and other sensitive information and result in such information being disclosed to others and becoming less valuable, which could negatively affect our business. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose users and customers.

While we have dedicated significant resources to privacy and security incident response, including dedicated worldwide incident response teams, our response process may not be adequate, may fail to accurately assess the severity of an incident, may not respond quickly enough, or may fail to sufficiently remediate an incident, among other issues. As a result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and results of operations.

Legislation and regulation of online businesses, including privacy and data protection regimes, ~~could create~~may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our platform or business model, which may have a material adverse effect on our business.

U.S. and foreign governments have enacted or are considering enacting legislation related to privacy, data protection, data security and digital advertising and we expect to see an increase in, or changes to, legislation and regulation ~~related to~~that affects our industry, including the use of geo-location data to inform advertising, the collection and use of non-identifiable or identifiable Internet user data and unique device identifiers, such as IP address or mobile unique device identifiers, and other data protection and privacy-related regulation.

Additionally, industry groups in the ~~United States,~~U.S., such as the Digital Advertising Alliance, or DAA, and the Network Advertising Initiative, or NAI, and their international counterparts have self-regulatory guidelines that are subject to periodic updates to which we have agreed to adhere.

Such legislation and regulation could cause us to incur additional or unexpected compliance costs, negatively impact inventory and third-party data made available through our platform, adversely affect demand for our platform, or otherwise harm our business, financial condition and results of ~~operation and financial condition.~~operations.

For instance, a wide variety of local, state, national and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer (including transfer across national boundaries) and other processing of data collected from or about consumers and devices. While we have not collected data that is traditionally considered ~~personal~~personally identifiable data, such as an individual’s name, email address, address, phone numbers, social security numbers, or credit card numbers, we typically do collect and store IP addresses and other device identifiers (such as unique cookie identifiers and mobile app identifiers), which are or may be considered personal data in some jurisdictions or otherwise may be the subject of legislation or regulation. ~~On October 27, 2016,~~

Similarly, political advertising is governed by various federal and state laws in the ~~Federal Communications Commission adopted new privacy rules~~U.S., and national and provincial laws worldwide. Online political advertising laws are rapidly evolving, and in certain jurisdictions have varying transparency and disclosure requirements. The lack of uniformity and the increasing requirements on transparency and disclosure could adversely impact the inventory made available for ~~broadband providers, which significantly broadened~~political advertising and the ~~definition of “sensitive information” to include geo-location information, web browsing history~~demand for such inventory on our platform, and app usage history. Use of such “sensitive information” by broadband providers or sharing of such data with third parties requires opt-in consent under the new rules. While these rules do not directly govern us, they are expected to impact how broadband providers collectotherwise increase our operating and ~~use customer data for advertising purposes. This may, in turn, limit our access to certain types of data and our ability to allow our clients to use that data.~~compliance costs.

Additionally, evolving definitions of what is considered personal data within the European Union ~~(the “EU”)~~(including the European Economic Area, or EEA, countries of Iceland, Liechtenstein and Norway), or EU, and elsewhere may also impact us. On October 19, 2016, the Court of Justice of the EU ruled that IP addresses in certain circumstances are “personal data” under current EU law, at least when such IP addresses are held by ISPs and other companies that have the ability to identify a user’s real-life identity. In addition, significant changes to the privacy regime in the EU, such as theThe General Data Protection Regulation, ~~anticipated~~or GDPR, which applies to ~~come~~any company inside or outside the EU that collects and uses personal data in connection with the offering of goods or services to individuals in the EU or the monitoring of the behavior of individuals in the EU, came into effect on May 25, 2018. The GDPR clarifies that the definition of “personal data” includes online identifiers provided by individuals’ devices, apps, and protocols (such as IP addresses, mobile device IDs, cookie strings) and individuals’ location data, if there is potential that individuals can be identified by such data. The GDPR also enhances data protection obligations for controllers of personal data and for service providers processing personal data and guarantees certain rights, such as access and deletion, to the subjects of personal data. These enhancements have, and may continue to, bring about significant changes in ~~May 2018,~~the way the advertising technology industry operates in the EU, and some companies may ~~cause us~~have difficulty adapting their businesses and technology. Adaptation of the digital advertising marketplace in the EU requires significant collaboration between participants in the market. The ongoing effectiveness with which industry participants can adapt to ~~change~~changes required for operating under the GDPR, and the user response to such changes, could negatively impact inventory, data, and demand in Europe. We cannot control or predict the pace or effectiveness of such adaptation, and we cannot currently predict the impact such changes may have on our business. The industry has collaborated to create a user-facing framework for establishing and managing legal bases under ePrivacy and GDPR. Although the framework is actively in use, we cannot predict its effectiveness over the long term, whether users and regulators will accept it as valid, or how the rate of user participation may affect the market. Non-compliance with the GDPR can trigger steep fines of up to the greater of €20 million or 4% of total worldwide annual revenue. Continuing to maintain compliance with the GDPR’s requirements requires significant time, resources and expense, as will the effort to monitor whether additional changes to our business practices ~~require significant changes to~~and our backend configuration are needed, all of which may increase operating costs, or limit our ability to operate or expand our business.

For the transfer of personal data from the EU to the U.S., we rely upon, and are currently certified under the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks. The Privacy Shield Framework, however, continues to face criticism from privacy advocates in the EU, and is also subject to pending legal challenges in the General Court of the Court of Justice of the European Union. Other EU mechanisms for adequate data transfer such as the standard contractual clauses are also being challenged in the EU courts. These challenges to the legal means used to transfer personal data may lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity, which could have an adverse effect on our reputation and business. We may find it necessary to establish systems to maintain personal data originating from the EU in the EU, which may involve substantial expense and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.

In addition, it remains unclear how the potential withdrawal of the United Kingdom, or U.K., from the European Union, referred to as Brexit, will affect transborder data flows, regulators’ jurisdiction over our business, and other matters related to how we do business and how we comply with applicable data protection laws. Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

Increasing attention to privacy has led other jurisdictions to amend, or propose legislation to amend, their existing data protection laws to enact measures similar to those in the GDPR. Accordingly, similar challenges to those we face in the EU may arise in jurisdictions outside of the EU, as those new laws come into effect. For example, in 2018, the State of California adopted the California Consumer Privacy Act of 2018, or CCPA. The CCPA has been characterized as the first “GDPR-like” privacy statute to be enacted in the U.S. because its scope, and a number of the key provisions, resemble the GDPR.

The CCPA establishes a new privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, imposing special rules on the collection of consumer data from minors, creating new notice obligations and new limits on the sale of personal information, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. As currently enacted, we and partners in our industry will be required to comply with these requirements when the CCPA becomes effective in 2020. As with GDPR, the digital advertising marketplace may have to adapt to operating under the CCPA where it applies. We cannot predict the timing or outcome of this adaptation or the effect on our business. Adapting our business to the CCPA could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.

We take commercially reasonable measures to protect the security of information that we collect, use and disclose in the operation of our business, and to offer privacy protections with respect to such information, including conducting third-party audits of our privacy practices and review of our privacy policy. Such measures, however, may not always be effective and may not identify data security or privacy related risks or inadequate or inappropriate practices we have used or adopted.

Additionally, as the advertising industry evolves, and new ways of collecting, combining and using data are created, governments may enact legislation that could result in our having to re-design features or functions of our platform, therefore incurring unexpected compliance costs. For example, the Federal Trade Commission, or the FTC, has examined, and likely will continue to examine, the privacy issues that arise as marketers track consumers across several devices, otherwise known as cross-device tracking. The FTC may promulgate guidance regarding cross-device tracking, may encourage legislation governing these practices, and may use its enforcement powers under Section 5 of the Federal Trade Commission Act (which prohibits “unfair” and “deceptive” trade practices) to investigate companies engaging in cross-device tracking. Similarly, evolving privacy regulation and self-regulation could affect our growth in omnichannel products.

While we contractually prohibit our clients and inventory and data suppliers from supplying ~~personally~~directly identifiable information or other sensitive information to our system, we may inadvertently receive such information, which may result in us breaching privacy-related legislation or ~~regulations.~~regulations or may increase the risk resulting from a breach. Additionally, we have contractual obligations to indemnify and hold harmless some of our clients and suppliers for the costs or consequences of our failure to comply with privacy-related legislation and regulations, which may be triggered by such inadvertent ingestion of personally identifiable information in our platform.

In addition to government regulation, the DAA, NAI, and other privacy advocates and industry groups, may propose new and different self-regulatory standards that either legally or contractually apply to us. We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. High profile incidents involving breach of consumer privacy may increase the likelihood of new U.S. federal, state, or international laws or regulations that affect our business. Future laws, regulations, standards and other obligations, which may be inconsistent across jurisdictions, and changes in the interpretation and enforcement of existing laws, regulations, standards and other obligations, as well as increased enforcement by industry groups or data protection authorities, could require changes to our practices or impair our or our clients’ ability to collect, use or disclose information relating to consumers, which could decrease demand for our platform, increase our costs and impair our ability to maintain and grow our client base and increase our revenue. New laws, amendments to or re-interpretations of existing laws and regulations, industry standards, contractual obligations and other obligations may require us to incur additional costs and restrict our business operations. Because the interpretation and application of laws, contractual obligations and other obligations relating to privacy and data protection are still uncertain, it is possible that these laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our platform. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our products, which could have an adverse effect on our business. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new products and features could be limited.

As we expand our business in markets around the globe we will have to adapt our business and technology in those markets to local data protection regulation, and may be subject to legal and business consequences if we fail to do so adequately.

Data protection and privacy concerns are an important part of the programmatic advertising buying industry. Even the perception of privacy concerns, whether or not valid, may harm our reputation and inhibit use of our platform by current and future clients. For example, claims or adverse publicity could result from the perception of pharmaceuticals or medical advertisements targeting conditions. Our failure or perceived failure to comply with applicable laws and regulations could result in enforcement actions against us, including fines, imprisonment of our officers and public censure, claims for damages by consumers and other affected individuals, damage to our reputation and loss of goodwill, any of which could have a material adverse impact on our business, financial condition and ~~operating results.~~results of operations.

If the use of “third-party cookies” or other technology to uniquely identify devices is rejected by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices, or our and our clients’ ability to use data on our platform is otherwise restricted, our performance may decline and we may lose advertisers and revenue.

~~Internet~~Digital advertising mostly relies on the ability to uniquely identify devices across websites and apps, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads. Devices are identified through the use of ~~“cookies,” pixels~~unique identifiers stored in cookies provided by device operating systems for advertising purposes, or generated based on statistical algorithms applied to information about a device, such as the IP address and other similar technology, which are small text files placed on an Internet user’s computer. To provide our platform, we utilize “third-party cookies,” which are cookies owned and used by parties other than the owners of the website visited by the Internet user. Our cookiesdevice type. We use device identifiers to record ~~non-personal~~such information ~~such~~ as when an Internet user views an ad, clicks on an ad or visits one of our advertiser’s websites ~~through a browser while the cookie is active.~~or apps. We use ~~cookies~~device identifiers to help us achieve our advertisers’ campaign goals on the web, to ~~help us ensure~~limit the instances that ~~the same~~an Internet user ~~does not unintentionally see~~sees the same advertisement, to report ~~aggregate~~ information to our advertisers regarding the performance of their advertising campaigns and to detect and prevent ~~fraudulent activity~~malicious behavior and invalid traffic throughout our network of inventory. We also use data ~~from cookies, which enable websites to collect information from users,~~associated with device identifiers to help our clients decide whether to bid on, and how to price, an opportunity to place an advertisement in a specific location, at a given time, in front of a particular Internet user. Additionally, our clients rely on device identifiers to add information they have collected or acquired about users into our platform. Without ~~cookie~~such data, our clients ~~would bid on advertising without~~may not have sufficient insight into ~~activity that has taken place through~~ an Internet user’s ~~browser. Consequently, lack of cookie data~~activity, which may compromise ~~the~~their and our ability to determine which inventory to purchase for a specific campaign, and undermine the effectiveness of our platform.

~~Cookies may be deleted or blocked~~30

Today, digital advertising, including our platform, makes significant use of cookies to store device identifiers for advertising in web browser environments. When we use cookies, they are generally considered third-party cookies, which are cookies owned and used by parties other than the owners of the website visited by the Internet ~~users who do not want information to be collected about them.~~user. The most commonly used Internet browsers—Chrome, Firefox, Internet Explorer and Safari—allow Internet users to modify their browser settings to prevent some or all cookies from being accepted by their browsers. Additionally, the Safari browser currently blocks third-party cookies by default and the browser provider Mozilla, which publishes the Firefox browser, has announced its intent to block third-party cookies by default in future versions of its browser. In addition, Internet users can ~~also~~ delete cookies from their computers at any time. Additionally, some browsers currently, or may in the future, block or limit some third-party cookies by default or algorithmically, or implement user control settings that algorithmically block or limit some cookies. For example, Google recently announced that it will introduce new privacy features to its market-dominant Chrome web browser that aim to provide users with increased transparency and control with respect to the collection and use of user data by third parties. Specific details of the Chrome privacy features are not yet known, and their potential impact on our business and the digital advertising market cannot yet be fully assessed. Adapting to these changes may require significant time, resources and expense, which may increase our cost of operation or limit our ability to operate or expand our business. Increases in cookie blocking or deletion may decrease our and our clients’ ability to collect and use data for advertising, which may lessen the effectiveness or desirability of our products and services or of the digital advertising market generally.

Mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising. For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. In addition, failure by inventory providers to comply with, or accurately pass through, user choices and settings could lead to our inadvertent failure to honor user preferences, which may result in legal and reputational harm to our business. User privacy features of other channels of programmatic advertising, such as CTVs or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels. Some Internet users also download free or paid ad blocking software that not only prevents third-party cookies from being stored on a user’s ~~computer.~~ computer, but also blocks all interaction with a third-party ad server. In addition, Google has introduced ad blocking software in its Chrome web browser that will block certain ads based on quality standards established under a multi-stakeholder coalition. If other browsers add such capabilities, or such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, our business could be harmed.

Additionally, the DAA, NAI, their international counterparts, and our company have certain opt-out mechanisms for users to ~~opt out~~opt-out of the collection and use of ~~their~~ information ~~via cookies.~~about them. Changes in the opt-out standards or increased adoption of opt-out mechanisms by users could reduce our ability to collect and use data.

Increased transparency into the collection and use of data for digital advertising introduced both through features in browsers and devices and through regulatory requirements, such as GDPR and CCPA, may create operational burdens to implement and may lead to more users choosing to block the collection and use of data about them. If ~~more~~changes to Internet ~~users adopt these settings~~browser capabilities or ~~delete their cookies more frequently than they currently do,~~other technology for the collection or use of user data, changes in Internet users’ preferences with respect to the collection and use of user data for digital advertising, restrictions ~~are~~ imposed by advertisers ~~and~~or publishers, ~~there are~~or changes ~~in technology or new developments~~ in laws, regulations or industry standards ~~around cookies,~~lead to a significant decrease in our ability to identify devices and collect and use data for advertising, our business, ~~could~~financial condition and results of operations may be harmed.

In addition, in the EU, Directive 2009/136/EC, commonly referred to as the “Cookie Directive,” directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie, is allowed only if the Internet user has given his or her consent. In response, some member states have adopted and implemented, and may continue to adopt and implement, legislation that negatively impacts the use of cookies for online advertising. Limitations on the use or effectiveness of cookies, whether imposed by EU member state implementations of the Cookie Directive or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, develop or obtain additional tools and technologies to compensate for the lack of cookie data. We may not be able to develop, implement or acquire additional tools that compensate for the lack of cookie data. Moreover, even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

Potential “Do Not Track” standards or government regulation could limit our access to the user data that informs the advertising campaigns we run and, as a result, undermine the effectiveness of our platform.

As the collection and use of ~~cookies~~data for digital advertising has received ongoing media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have suggested creating a “Do Not Track” standard that would allow Internet users to express a preference, independent of cookie settings in their browser, not to have their online browsing activities tracked. Similar standards ~~are being~~have been set at device-level so that activities on mobile devices, including browsing and app uses, are not tracked. The FTC has issued a staff report criticizing the advertising industry’s self-regulatory efforts as too slow and lacking adequate consumer protections, emphasizing a need for simplified notice, choice and transparency to the consumer regarding the collection, use and sharing of data, and suggested implementing a “Do Not Track” browser setting that allows consumers to choose whether or not to allow tracking of their online browsing activities. The major Internet browsers have implemented some version of a “Do Not Track” ~~setting. Internet Explorer 10, for instance, includes a “Do Not Track”~~ setting, ~~that~~though, because there is ~~selected by default.~~no standard yet, it is not widely honored. The potential regulatory and self-regulatory landscape is inherently uncertain, ~~at this point in time,~~ as there is no definition of tracking, no consensus regarding what message is conveyed by a “Do Not Track” setting and no industry standards regarding how to respond to a “Do Not Track” preference. The World Wide Web Consortium, or W3C, chartered a “Tracking Protection Working Group” in 2011 to convene a multi-stakeholder group of academics, thought leaders, companies, industry groups and consumer advocacy organizations, to create a voluntary “Do Not Track” standard for the World Wide Web. The group has yet to agree upon a standard and has considered disbanding due to uncertainty regarding the implementation of a “Do Not Track” standard. Work in the group has significantly slowed, and participation has declined to only a few participants. Despite the lack of consensus in this arena, the FTC, as it has suggested ~~that it will~~in the past, or other U.S. federal or state government regulators, may pursue legislation if the industry cannot agree upon a standard. In the EU, the Article 29 Working Party recommended in an Opinion issued on April 4, 2017 that the proposed ePrivacy Regulation require terminal equipment and software to offer privacy protective settings by default with the ability for users to adjust these settings during setup, browser settings that enable users to signal specific consent, and mandatory adherence to “Do Not Track” to give users additional control over the collection of their Internet activity data. If a “Do Not Track” browser setting, or some similar control, is adopted by many Internet users or if a “Do Not Track” standard imposed by state or federal or foreign legislation (such as the proposed ePrivacy Regulation), or agreed upon by standard setting groups, which prohibits us from using ~~non-personal~~ data as we currently do, we may have to change our business practices, our clients may reduce their use of our platform, and our business, financial condition and ~~operating~~ results of operations could be adversely affected.

In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. A replacement for the Cookie Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. Like the GDPR, the

proposed ePrivacy Regulation has extra-territorial application as it applies to businesses established outside the EU who provide publicly-available electronic communications services to, or gather data from the devices of, users in the EU. Though still subject to debate, the proposed ePrivacy Regulation may do away with implied consent pop ups and banners used to meet the current requirements of the Cookie Directive and instead require explicit user consent. The fines and penalties for breach of the proposed ePrivacy Regulation may be significant. Limitations on the use or effectiveness of cookies, or other limitations on our, or our clients’, ability to collect and use data for advertising, whether imposed by EU member state implementations of the Cookie Directive, by the new ePrivacy Regulation, or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data. We may not be able to make the necessary changes in our business operations and products and services to obtain user opt-in for cookies and use of cookie data, or develop, implement or acquire additional tools that compensate for a lack of cookie data. Moreover, even if we are able to do so, such additional products and tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

Failure to comply with industry self-regulation could harm our brand, reputation and business.

We have committed to comply, and generally require our customers and partners to comply with, applicable self-regulatory principles, such as the NAI’s Code of Conduct and the DAA’s Self-Regulatory Principles for Online Behavioral Advertising in the ~~United States, as well as~~U.S., and similar self-regulatory principles in Europe and Canada adopted by the local Digital Advertising Alliance. Our efforts to comply with these self-regulatory principles include offering Internet users notice and ~~transparency~~choice when advertising is served to them based, in part, on ~~browsing data recorded by cookies.~~their interests. We ~~also~~ offer Internet users the ability to opt out of receiving interest-based advertisements. If we or our customer or partners make mistakes in ~~our~~the implementation of these principles, or if self-regulatory bodies expand these guidelines or government authorities issue different guidelines regarding Internet-based advertising, or ~~our~~ opt out mechanisms fail to work as designed, or if Internet users misunderstand our technology or our commitments with respect to these principles, we may, as a result, be subject to negative publicity, government investigation, government or private litigation, or investigation by self-regulatory bodies or other accountability groups. Any such action against us, or investigations, even if meritless, could be costly and time consuming, require us to change our business practices, cause us to divert management’s attention and our resources and be damaging to our brand, reputation and business.

Our failure to meet ~~content and inventory~~ standards and provide services that our advertisers and inventory suppliers trust, could harm our and our partners’ brand and reputation and negatively impact our business, financial condition and ~~operating results.~~results of operations.

We do not provide or control ~~either~~ the content of the advertisements that we serve or ~~that~~the content of the websites providing the inventory. Advertisers provide the advertising content and inventory suppliers provide the inventory. Both advertisers and inventory suppliers are concerned about being associated with content they consider inappropriate, competitive or inconsistent with their brands, or illegal and they are hesitant to spend money without guaranteed brand security. Additionally, advertisers may seek to display advertising campaigns in jurisdictions that do not permit such advertising (for example, pharmaceutical advertising is not permitted in many countries). or use illegal or unethical targeting practices. Consequently, our reputation depends in part on providing services that our advertisers and inventory suppliers trust, and we have contractual obligations to meet content and inventory standards. We also contractually prohibit the misuse of our platform by agencies (and their advertiser clients) and inventory suppliers. Additionally, we use our proprietary technology and third-party services to, and we participate in industry co-ops that work to, detect malware and other content issues as well as click fraud (whether by humans or software known as “bots”) and to block fraudulent inventory, including “tool bar” inventory, which is inventory that appears within an application and displaces any advertising that would otherwise be displayed on the website. Despite such efforts, our clients may inadvertently purchase inventory that proves to be unacceptable for their campaigns, in which case, we may not be able to recoup the amounts paid to inventory suppliers. Preventing and combating fraud is an industry-wide issue that requires constant vigilance, and we cannot guarantee that we will be fully successful in doing so. There are other means we could use, such as human review of content we serve, that some of our competitors undertake, but because our platform is self-service, and because such means are cost-intensive, we do not utilize all means available to decrease ~~this risk.~~these risks. We may provide access to inventory that is objectionable to our advertisers or we may serve advertising that contains malware, or objectionable content, or is based on questionable targeting criteria to our inventory suppliers or we may be unable to detect and prevent non-human traffic, which could harm our or our clients’ brand and reputation and decrease their trust in our platform, and negatively impact our business, financial condition and ~~operating results.~~results of operations.

If we fail to offer sufficient client training and support, our business and reputation would suffer.

Because we offer a self-serve platform, client training and support is important for the successful marketing and continued use of our platform and for maintaining and increasing spend through our platform from existing and new clients. Providing this training and support requires that our platform operations personnel have specific domain knowledge and expertise, making it more difficult for us to hire qualified personnel and to scale up our support operations due to the extensive training required. The importance of high-quality client service will increase as we expand our business and pursue new clients. If we are not responsive and proactive regarding our clients’ advertising needs, or do not provide effective support for our clients’ advertising campaigns, our ability to retain our existing clients would suffer and our reputation with existing or potential clients would be harmed, which would negatively impact our business.

If the non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to, or do not perform as we expect, our business, financial condition and ~~operating~~ results of operations could be harmed.

We depend on various technology, software, products and services from third parties or available as open source, including for critical features and functionality of our platform, data centers and API technology, payment processing, payroll and other professional services. For example, in order for clients to target ads in ways they desire and otherwise optimize and verify campaigns, our platform must have access to data regarding Internet user behavior and reports with demographic information regarding Internet users. Identifying, negotiating, complying with and integrating with third-party terms and technology are complex, costly and time-consuming matters. Failure by third-party providers to maintain, support or secure their technology either generally or for our accounts specifically, or downtime, errors or defects in their products or services, could ~~materially and~~ adversely impact our platform, our administrative obligations or other areas of our business. Having to replace any third-party providers or their technology, products or services could result in outages or difficulties in our ability to provide our services. For example, we rely upon third-party co-location providers for our data centers, and we are dependent on these third parties to provide continuous power, cooling, Internet connectivity and physical and technological security for our servers. In the event that these third-party providers experience any interruption in operations or cease business for any reason, or if we are unable to agree on satisfactory terms for continued hosting relationships, we would be forced to enter into a relationship with other service providers or assume some hosting responsibilities ourselves. In addition, even a disruption as brief as a few minutes could have a negative impact on marketplace activities and could ~~therefore~~ result in a loss of revenue. If we are unsuccessful in establishing or maintaining our relationships with our third-party providers or otherwise need to replace them, internal resources may need to be diverted and our business, financial condition and ~~operating~~ results of operations could be harmed.

We face potential liability and harm to our business based on the human factor of inputting information into our platform.

Campaigns are set up using several variables available to our clients on our platform. While our platform includes several checks and balances, it is possible for human error to result in significant ~~over-spending.~~overspending. The system requires a daily cap at the ad group level. We also provide for the client to input daily and overall caps at the advertising inventory campaign level at their discretion. Additionally, we set a credit limit for each user so that they cannot spend beyond the level of credit risk we are willing to accept. Despite these protections, the ability for overspend exists. For example, campaigns which last for a period of time can be set to pace evenly or as quickly as possible. If a client with a high credit limit enters ~~into~~ the wrong daily cap with a campaign set to a rapid pace, it is possible for a campaign to accidently go significantly over budget. While our client contracts state that clients are responsible for media purchased through our platform, we are ultimately responsible for paying the inventory providers, and we may be unable to collect for such issues.

~~International expansion subjects~~We have international operations and plan to continue expanding abroad where we have more limited operating experience, which may subject us to additional ~~costs~~cost and economic risks that can adversely affect our business, financial condition and ~~operating results.~~results of operations.

~~International~~Our international operations and expansion ~~subjects us to many~~plans create challenges associated with supporting a rapidly growing business across a multitude of cultures, customs, monetary, legal and regulatory systems and commercial infrastructures. We have a limited operating history outside of the ~~United States,~~U.S., and our ability to manage our business and conduct our operations internationally requires considerable attention and resources.

We ~~currently~~ have ~~sales~~ personnel in countries within Europe, Asia, and Australia, and we ~~anticipate expanding~~are continuing to expand our international ~~operations in~~operations. Some of the ~~future, including in China and~~countries into which we are, or potentially ~~other countries that~~may, expand score unfavorably on the Corruption Perceptions Index, or CPI, of the Transparency International. Our ~~sales organization~~teams in locations outside the ~~United States is~~U.S. are substantially smaller than some of our ~~sales organization~~teams in the ~~United States.~~U.S. To the extent we are unable to effectively engage with non-U.S. advertising agencies or international divisions of U.S. agencies due to our limited sales force capacity, or we are unable to secure quality non-U.S. ad inventory and data on reasonable terms due to our limited inventory and data team capacity, we may be unable to effectively grow in international markets.

~~Approximately 9% of~~In addition to risks described elsewhere in this section, our ~~gross spend in 2016 was derived from outside of the United States. Our~~ international operations and expansion subject us to a variety of additional risks, including:

risks related to local advertising markets, where adoption of programmatic ad buying may be slower than in the U.S., advertising buyers and inventory and data providers may be less familiar with DSPs and our brand, and business models may not support our value proposition;

risks related to compliance with local laws and regulations, including those relating to privacy, cybersecurity, data security, data localization, anti-bribery, import and export controls, economic sanctions, tax and withholding (including overlapping of different tax regimes), varied labor and employment laws (including those relating to termination of employees); corporate formation and other regulatory limitations or obligations on our operations (such as obtaining requisite licenses), and the increased administrative costs and risks associated with such compliance;

operational and execution risk, and other challenges caused by distance, language and cultural differences, which may burden management, increase travel, infrastructure and legal compliance costs, ~~associated with having multiple international operations;~~and add complexity to our enforcement of advertising standards across languages and countries;

~~long payment cycles;~~

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~~potential complications in enforcing contracts and collections;~~

~~increased financial accounting~~geopolitical and ~~reporting burdens and complexities;~~

social factors, such as concerns regarding negative, unstable or changing economic conditions in the countries and regions where we ~~operate;~~operate, global and regional recessions, political instability, and trade disputes;

~~increased administrative costs~~risks related to pricing structure, payment and ~~risks associated with compliance~~currency, including aligning our pricing model and payment terms with local ~~laws~~norms, higher levels of credit risk and ~~regulations, including relating to privacy and data security;~~

~~regulatory and legal compliance, including with anti-bribery laws, import and export control laws, economic sanctions and other regulatory limitations or obligations on our operations;~~

~~heightened risks of unfair or corrupt business practices and of improper or fraudulent sales arrangements;~~

payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency ~~exposure;~~

exposure, and difficulties in repatriating or transferring funds from or converting currencies;

~~administrative difficulties, costs~~ and ~~expenses related to various local languages, cultures and political nuances;~~

~~varied labor and employment laws, including those relating to termination of employees;~~

reduced protection for intellectual property rights in some countries and practical difficulties ofin enforcing contractual and intellectual property rights ~~abroad; and~~abroad.

~~compliance~~We have a U.K. entity through which we have entered into international customer and partner agreements, including with those in the ~~laws~~EU, which are governed by English Law, and some of ~~numerous~~our customers and partners pay us in British Pounds and Euros. It is unclear what effects Brexit will have on the operational execution and enforcement of those agreements, transborder transactions generally, matters of taxation, transborder data flows, regulators’ jurisdiction over our business, and other matters related to how we do business in the U.K. and EU. Brexit may adversely affect economic conditions in the U.K., EU and elsewhere across the globe, and could contribute to volatility in foreign ~~taxing jurisdictions, including withholding obligations,~~exchange markets with respect to the British Pound and ~~overlapping of different tax regimes.~~Euro, which we may not be able to effectively manage, and our financial results could be adversely affected. Further, Brexit may add additional complexity to our European operations, which are headquartered in the U.K. Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

We may incur significant operating expenses as a result of our international operations and expansion, and itwe may not be successful. Our international business also subjects us to the impact of ~~global and regional recessions and economic and political instability,~~ differing regulatory requirements, costs and difficulties in managing a distributed workforce, and potentially adverse tax consequences in the ~~United States~~U.S. and ~~abroad and restrictions on the repatriation of funds to the United States.~~abroad. In addition, advertising markets outside of the ~~United States~~U.S. are not as developed as those within the ~~United States,~~U.S., and we may be unable to grow our business sufficiently. Our failure to successfully manage ~~these~~the risks and challenges ~~successfully~~described in this section could ~~materially and~~ adversely affect our business, financial condition and ~~operating results.~~results of operations.

Exposure to foreign currency exchange rate fluctuations could negatively impact our ~~operating results.~~results of operations.

While the majority of the transactions through our platform are denominated in U.S. dollars, we have transacted in foreign currencies for both inventory and for payments by clients from use of our ~~platform, including the Canadian dollar, British Pound, the Euro, Singapore Dollar, Indonesian Rupiah, Japanese Yen and Australian Dollar.~~platform. Given our anticipated international growth, we expect the number of transactions in a variety of foreign currencies to continue to grow in the future. While we dogenerally require a fee from our clients that pay in non-U.S. currency, this fee may not always cover foreign currency exchange rate fluctuations. We currently have a program to hedge exposure to foreign currency fluctuations. However, the use of hedging instruments may not be available for all currencies, or may not always offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments.

We are exposed to fluctuations in the market values of our investments.

Credit ratings and pricing of our investments can be negatively affected by liquidity, credit deterioration or losses, financial results, foreign exchange rates, changes in interest rates, or other factors. As a result, the value and liquidity of our cash, cash equivalents and marketable securities may fluctuate substantially. Although we have not realized any significant losses on our cash, cash equivalents and marketable securities, future fluctuations in their value could result in a significant realized loss, which could adversely affect our financial condition and results of operations.

Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, financial condition and ~~operating results.~~results of operations.

We may in the future explore potential acquisitions of companies or technologies, strategic investments, or alliances to strengthen our business. However, we have limited experience in acquiring and integrating businesses, products and technologies. Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues. Acquisitions involve numerous risks, any of which could harm our business, including:

regulatory hurdles;

anticipated benefits may not materialize;

diversion of management time and focus from operating our business to addressing acquisition integration challenges;

retention of employees from the acquired company;

cultural challenges associated with integrating employees from the acquired company into our organization;

36integration of the acquired company’s products and technology;

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~~integration of the acquired company’s accounting, management information, human resources and other administrative systems;~~

integration of the acquired company’s accounting, management information, human resources and other administrative systems;

the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

coordination of product development and sales and marketing functions;

liability for activities of the acquired company before the acquisition, including relating to privacy and data security, patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and

litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties.

Failure to appropriately mitigate these risks or other issues related to such acquisitions and strategic investments could result in reducing or completely eliminating any anticipated benefits of transactions, and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could harm our business, financial condition and ~~operating results.~~results of operations.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth.

We intend to continue to grow our business, which will require additional capital to develop new features or enhance our platform, improve our operating infrastructure, finance working capital requirements or acquire complementary businesses and technologies. Accordingly, we may need to engage in additional equity or debt financings to secure additional capital. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. If we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired and our business may be harmed.

~~Our~~We have entered into, and may in the future enter into, credit ~~facility contains~~facilities which may contain operating and financial covenants that restrict our business and financing activities.

~~Our~~We have entered into, and may in the future enter into, credit ~~facility contains~~facilities which contain restrictions that limit our flexibility in operating our business. In March 2016, we entered into a loan and security agreement with a syndicate led by Citibank, N.A., which we refer to as our credit facility. In May 2017, terms of our credit facility were amended and restated, and subject to certain customary conditions, we now have access to borrow up to $200.0 million aggregate principal amount of revolver borrowings. The amount of borrowing availability under our credit facility is based on our accounts receivable balance, reduced by certain reserves. As of September 30, 2017, the outstanding principal balance under our credit facility was $27.0 million. Our credit facility ~~also~~ contains, and any future credit facility may contain, various covenants that limit our ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit our ability to, among other things:

~~restrict our ability to~~ sell assets or make changes to the nature of our business;

engage in mergers or acquisitions;

incur, assume or permit ~~to exist~~ additional indebtedness and guarantees;

make restricted payments, including paying dividends on, repurchasing, redeeming or making distributions with respect to our capital stock;

make specified investments;

engage in transactions with our affiliates; and

make payments in respect of subordinated ~~debt.~~debt

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In addition, our credit facility contains a fixed charge coverage ratio which, if our excess availability under the credit facility is less than the greater of (1) $15.0 million and (2) 12.5% of the lesser of (a) the borrowing base then in effect and (b) the commitments under the credit facility then in effect, requires us to maintain a certain ratio of our earnings to principal and interest payable under the credit facility in a given period. Our obligations under ~~the~~our credit facility are collateralized by a pledge of substantially all of our assets, including accounts receivable, deposit accounts, intellectual property, and investment property and equipment. The covenants in our credit facility may limit our ability to take actions and, in the event that we breach one or more covenants, our lenders may choose to declare an event of default and require that we immediately repay all amounts outstanding, terminate the commitment to extend further credit and foreclose on the collateral granted to them to collateralize such indebtedness, which includes our intellectual property. In addition, if we fail to meet the required covenants, we will not have access to further draw-downs under ~~the~~our credit facility.

Our future success depends on the continuing efforts of our key employees, including Jeff T. Green and David R. Pickles, and our ability to attract, hire, retain and motivate highly skilled employees in the future.

Our future success depends on the continuing efforts of our executive officers and other key employees, including our two founders, Jeff T. Green, our ~~chief executive officer,~~Chief Executive Officer, and David R. Pickles, our ~~chief technology officer.~~Chief Technology Officer. We rely on the leadership, knowledge and experience that our executive officers provide. They foster our corporate culture, which has been instrumental to our ability to attract and retain new talent. We also rely on employees in our product development, support and sales teams to attract and keep key clients.

The market for talent in our key areas of operations, including California and New York, is intensely competitive, which could increase our costs to attract and retain talented employees. As a result, we may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. New employees often require significant training and, in many cases, take significant time before they achieve full productivity. Our account managers, for instance, need to be trained quickly on the features of our platform since failure to offer high-quality support may adversely affect our relationships with our clients. Technology companies like ours compete to attract the best talent. Additionally, we have little experience with recruiting in geographies outside of the ~~United States,~~U.S. and may face additional challenges in attracting and retaining international employees.

Employee turnover, including changes in our management team, could disrupt our business. None of our founders or other key employees ~~has~~have an employment agreement for a specific term, and any of our employees may terminate his or her employment with us at any time. The loss of one or more of our executive officers, especially our two founders, or our inability to attract and retain highly skilled employees could have an adverse effect on our business, financial condition and ~~operating results.~~results of operations.

Our management team has limited experience managing a public company.

We became a public company in September 2016. Most members of our management team have limited ~~or no~~ experience managing a ~~publicly-traded~~publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are ~~now~~ subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These ~~new~~ obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and ~~operating results.~~results of operations.

If we do not effectively grow and train our sales and support teams, we may be unable to add new clients or increase sales to our existing clients and our business will be adversely affected.

We are substantially dependent on our sales and support teams to obtain new clients and to increase spend by our existing clients. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales personnel to support our growth. Due to the complexity of our platform, new hires require significant training and it may take significant time before they achieve full productivity. Our recent and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new clients or increasing our existing clients’ spend with us, our business will be adversely affected.

Our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business, ~~operating~~financial condition and results ~~and financial condition~~of operations could be harmed.

We have experienced and may continue to experience rapid expansion of our employee ranks. We believe our corporate culture has been a key element of our success. However, as our organization grows, it may be difficult to maintain our culture, which could reduce our ability to innovate and operate effectively. The failure to maintain the key aspects of our culture as our organization grows could result in decreased employee satisfaction, increased difficulty in attracting top talent, increased turnover and could compromise the quality of our client service, all of which are important to our success and to the effective execution of our business strategy. In the event we are unable to maintain our corporate culture as we grow to scale, our business, ~~operating~~financial condition and results ~~and financial condition~~of operations could be harmed.

Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and harming our business.

We rely upon a combination of trade secrets, third-party confidentiality and non-disclosure agreements, additional contractual restrictions on disclosure and use, and trademark, copyright and other intellectual property laws to establish and protect our proprietary rights. These laws, procedures and restrictions provide only limited protection. We currently have ~~“The Trade Desk, Inc.”~~“theTradeDesk” and variants registered as a trademark or pending registration in the ~~United States~~U.S. and certain foreign countries. We also rely on copyright laws to protect computer programs related to our platform and our proprietary technologies, although to date we have not registered for statutory copyright protection. We have registered numerous Internet domain names in the ~~United States~~U.S. and certain foreign countries related to our business in order to protect our proprietary interests. We endeavor to enter into agreements with our employees and contractors in order to limit access to and disclosure of our proprietary information, as well as to clarify rights to intellectual property associated with our business. Protecting our intellectual property is a challenge, especially after our employees or our contractors end their relationship with us, and, in some cases, decide to work for our competitors. Our contracts with our employees and contractors that relate to intellectual property issues generally restrict the use of our confidential information solely in connection with our services, and strictly prohibit reverse-engineering. However, reverse engineering our software or the theft or misuse of our proprietary information could occur by employees or ~~contractors~~other third parties who have access to our technology. Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies. Further, because we believe our proprietary technology is better protected by keeping our technology architecture, trade secrets, and engineering roadmap private, we have not patented our proprietary technology and cannot look to patent enforcement rights to protect our proprietary technology.

Policing unauthorized use of our technology is difficult. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the ~~United States,~~U.S., and mechanisms for enforcement of our proprietary rights in such countries may be inadequate. If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of our platform), we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

We may be sued by third parties for alleged infringement of their proprietary rights, which would result in additional expense and potential damages.

There is significant patent and other intellectual property development activity in the digital advertising industry. Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings. Our success depends on the continual development of our platform. From time to time, we may receive claims from third parties that our platform and underlying technology infringe or violate such third parties’ intellectual property rights. To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims. The cost of defending against such claims, whether or not the claims have merit, is significant, regardless of whether we are successful in our defense, and could divert the attention of management, technical personnel and other employees from our business operations. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters. Additionally, we may be obligated to indemnify our clients or inventory and data suppliers in connection with any such litigation. If we are found to infringe these rights, we could potentially be required to cease utilizing portions of our platform. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. Alternatively, we could be required to pay royalty payments, either as a one-time fee or ongoing, as well as damages for past use that was deemed to be infringing. If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. Any of these results could harm our business.

We face potential liability and harm to our business based on the nature of our business and the content on our platform.

Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform. Though we contractually require ~~agencies~~customers to generally represent to us that their advertisements comply with our ad standards and that they have the rights necessary to serve advertisements through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements. If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged. While our clients are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect. In addition to settlement costs, we may be responsible for our own litigations costs, which can be extensive.

3937

We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the USA PATRIOT Act, U.S. Travel Act, the U.K. Bribery Act 2010 and Proceeds of Crime Act 2002, and possibly other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct ~~activities.~~business. Anti-corruption laws have been enforced with great rigor in recent years and are interpreted broadly and prohibit companies and their employees and their agents from making or offering improper payments or other benefits to government officials and others in the private sector. As we increase our international sales and business, particularly in countries with a low score on the CPI by Transparency International, and increase our use of third parties such as sales agents, distributors, resellers or consultants, our risks under these laws will increase. We adopt appropriate policies and procedures and conduct training, but cannot guarantee that improprieties will not occur. Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. Any investigations, actions and/or sanctions could have a material negative impact on our business, ~~operating~~financial condition and results ~~and financial condition.~~of operations.

We are subject to governmental economic sanctions requirements and export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.

As a U.S. company, we are subject to U.S. export control and economic sanctions laws and regulations, and we are required to export our technology and services in compliance with those laws and regulations, including the U.S. Export Administration Regulations and economic embargo and trade ~~sanction~~sanctions programs administered by the Treasury Department’s Office of Foreign Assets Control. U.S. economic sanctions and export control laws and regulations prohibit the shipment of specified products and services to countries, governments and persons targeted by U.S. sanctions. While we are currently taking precautions to prevent doing any business, directly or indirectly, with countries, governments and persons targeted by U.S. sanctions and to ensure that our technology and services are not exported or used by countries, governments and persons targeted by U.S. sanctions, such measures may be circumvented. There can be no assurance that we will be in compliance with U.S. export control or economic sanctions laws and regulations in the future. Any such violation could result in significant criminal or civil fines, penalties or other sanctions and repercussions, including reputational harm that could materially adversely impact our business.

Furthermore, if we export our technology, the exports may require authorizations, including a license, a license exception or other appropriate government authorization. Complying with export control and sanctions regulations may be time-consuming and may result in the delay or loss of opportunities.

In addition, various countries regulate the import of encryption technology, including the imposition of import permitting and licensing requirements, and have enacted laws that could limit our ability to offer our platform or could limit our clients’ ability to use our platform in those countries. Changes in our platform or future changes in export and import regulations may create delays in the introduction of our platform in international markets or prevent our clients with international operations from deploying our platform globally. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export our technology and services to, existing or potential clients with international operations. Any decreased use of our platform or limitation on our ability to export our platform would likely adversely affect our business, ~~operating~~financial condition and results ~~and financial condition.~~of operations.

The market growth forecasts included in this quarterly report may prove to be inaccurate and, even if the market in which we compete achieves forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Market growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The forecasts in this quarterly report relating to expected growth in the digital advertising and real-time buying markets may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

Our tax liabilities may be greater than anticipated.

The U.S. and non-U.S. tax laws applicable to our business activities are subject to ~~interpretation.~~interpretation and are changing. We are subject to audit by the Internal Revenue Service and by taxing authorities of the state, local and foreign jurisdictions in which we operate. Our tax obligations are based in part on our corporate operating structure, including the manner in which we develop, value, and use our intellectual property, the jurisdictions in which we operate, how tax authorities assess revenue-based taxes such as sales and use taxes, the scope of our international operations and the value we ascribe to our intercompany transactions. Taxing authorities may challenge, and have challenged, our tax positions and methodologies for valuing developed technology or intercompany arrangements, as well as our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes. Any adverse outcomes of such challenges to our tax positions could result in additional taxes for prior periods, interest and penalties, as well as higher future taxes. In addition, our future tax expense could increase as a result of changes in tax laws, regulations or accounting principles, or as a result of earning income in jurisdictions that have higher tax rates. An increase in our tax expense could have a negative effect on our financial ~~position~~condition and results of operations. Moreover, the determination of our provision for income taxes and other tax liabilities requires significant estimates and judgment by management, and the tax treatment of certain transactions is uncertain. Although we believe we will make reasonable estimates and judgments, the ultimate outcome of any particular issue may differ from the amounts previously recorded in our financial statements and any such occurrence could materially affect our financial ~~position~~condition and results of operations.

Risks Related to Ownership of Our Class A Common Stock

The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price.

The market price of our stock and of equity securities of technology companies has historically experienced high levels of volatility. If you purchase shares of our Class A common stock, you may not be able to resell those shares at or above your purchase price. The market price of our Class A common stock has fluctuated and may fluctuate significantly in response to numerous factors, some of which are beyond our control and may not be related to our operating performance, including:

announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;

price and volume fluctuations in the overall stock market from time to time;

significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular;

fluctuations in the trading volume of our shares or the size of our public float;

actual or anticipated changes or fluctuations in our ~~operating results;~~results of operations;

whether our ~~operating~~ results of operations meet the expectations of securities analysts or investors;

actual or anticipated changes in the expectations of investors or securities analysts;

litigation involving us, our industry, or both;

regulatory developments in the ~~United States,~~U.S., foreign countries, or both;

general economic conditions and trends;

major catastrophic events;

~~lock-up releases or~~ sales of large blocks of our common stock;

departures of key employees; or

an adverse impact on the company from any of the other risks cited herein.

In addition, if the stock market for technology companies, or the stock market generally, experiences a loss of investor confidence, the trading price of our Class A common stock could decline for reasons unrelated to our business, ~~operating~~financial condition or results ~~or financial condition.~~of operations. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our core business, and adversely affect our business.

Substantial future sales of shares of our common stock could cause the market price of our Class A common stock to decline.

The market price of our Class A common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers, and significant stockholders or the perception in the market that holders of a large number of shares intend to sell their shares.

Additionally, the shares of common stock subject to outstanding options, restricted stock awards and restricted stock units under our equity incentive plans and the shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations.

Certain holders of our common stock have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders.

Insiders have substantial control over our company, including as a result of the dual class structure of our common stock, which could limit your ability to influence the outcome of key decisions, including a change of control.

Our Class B common stock has ten votes per share, and our Class A common stock, which is the stock we offered in our ~~IPO,~~initial public offering, has one vote per share. Stockholders who hold shares of Class B common stock, including our executive officers, employees, and directors and their affiliates, together hold approximately 80% of the voting power of our outstanding capital stock as of September 30, 2017. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively continue to control a majority of the combined voting power of our common stock and therefore are able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A and Class B common stock. Stockholders who hold shares of Class B common stock, including our executive officers, employees, and directors and their affiliates, together hold approximately 61% of the voting power of our outstanding capital stock as of March 31, 2019. This concentrated control limits or precludes your ability to influence corporate matters for the foreseeable future. These stockholders are able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. Their interests may differ from yours and they may vote in a manner that is adverse to your interests. This ownership concentration may deter, delay or prevent a change of control of our company, deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may ultimately affect the market price of our common stock.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as transfers effected for estate planning or charitable purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term.

The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of NASDAQ, and other applicable securities rules and regulations. Compliance with these rules and regulations ~~will increase~~increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and ~~operating~~ results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. Significant resources and management oversight are required to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.

~~We have historically not been required to annually report the~~ results of an evaluation of the effectiveness of our internal control over financial reporting. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our annual report on Form 10-K for the year ending December 31, 2017. Based on the trading price of our common stock and the holdings of our non-affiliate stockholders as of the end of our second quarter of 2017 and effective as of our year ending December 31, 2017, we will no longer be eligible for “emerging growth company” status, as defined in the JOBS Act. Accordingly, we and our independent registered public accounting firm will be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 commencing with our annual report on Form 10-K for our year ending December 31, 2017. Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.operations.

Being a public company may make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. ~~These factors~~The heightened risks faced by directors and officers of a public company could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

We are currently an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are currently an “emerging growth company” as defined in the JOBS Act, and through the end of 2017, we will take advantage of exemptions from various requirements that are applicable to public companies that are “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors may find our common stock less attractive because we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. However, we chose to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Based on the trading price of our common stock and the holdings of our non-affiliate stockholders as of the end of our second quarter of 2017 and effective as of our year ending December 31, 2017, we will become a “large accelerated filer” and we will no longer be eligible for “emerging growth company” status, as defined in the JOBS Act.

Our charter documents and Delaware law could discourage takeover attempts and other corporate governance changes.

Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include the following provisions:

permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

provide that our board of directors will be classified into three classes with staggered, three year terms and that directors may only be removed for cause;

require super-majority voting to amend certain provisions in our certificate of incorporation and bylaws;

authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

eliminate the ability of our stockholders to call special meetings of stockholders;

specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, or our chief executive officer;

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;

provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

prohibit cumulative voting in the election of directors;

restrict the forum for certain litigation against us to Delaware;

permit our board of directors to alter our bylaws without obtaining stockholder approval;

reflect the dual class structure of our common stock, as discussed above; and

establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a period of time.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which limits our stockholders’ ability to choose other forums for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty by any of our directors, officers, employees or our stockholders owed to us or our stockholders; (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; or (4) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in other judicial forums for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees in jurisdictions other than Delaware. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect our business, financial condition or results of operations.

Item 6. ~~Exhibits~~Exhibits

Exhibit
Number

Exhibit Description

Incorporated by Reference


Filed
Herewith


Form

Filing Date


Number



    3.1

Amended and Restated Certificate of Incorporation.

S-1/A


9/6/2016



3.2



    3.2

Amended and Restated Bylaws.

S-1


8/22/2016



3.4



    4.1

Reference is made to Exhibits 3.1 and 3.2.








    4.2

Form of Class A Common Stock Certificate.

S-1/A


9/6/2016



4.2



    4.3

Form of Class B Common Stock Certificate.

S-8


9/22/2016



4.4



    4.4

Second Amended and Restated Investor Rights Agreement dated as of February 9, 2016, by and among The Trade Desk, Inc. and the investors listed therein.

S-1/A

9/6/2016

10.1

  31.1

Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.







X

  31.2

Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.







X

  32.1 (1)

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.







X

101.ins

XBRL Instance Document







X

101.sch

XBRL Taxonomy Schema Linkbase Document







X

101.cal

XBRL Taxonomy Calculation Linkbase Document







X

101.def

XBRL Taxonomy Definition Linkbase Document







X

101.lab

XBRL Taxonomy Label Linkbase Document







X

101.pre

XBRL Taxonomy Presentation Linkbase Document







X

Exhibit

Number

Exhibit Description

Incorporated by Reference

Filed

Herewith

Form

Filing Date

Number

3.1

Amended and Restated Certificate of Incorporation.

S-1/A

9/6/2016

3.2

Amended and Restated Bylaws.

S-1

8/22/2016

3.4

4.1

Reference is made to Exhibits 3.1 and 3.2.

4.2

Form of Class A Common Stock Certificate.

S-1/A

9/6/2016

4.2

4.3

Form of Class B Common Stock Certificate.

S-8

9/22/2016

4.4

Second Amended and Restated Investor Rights Agreement dated as of February 9, 2016, by and among The Trade Desk, Inc. and the investors listed therein.

S-1/A

9/6/2016

10.1

10.1+

Employment Agreement, dated as of November 1, 2017, between The Trade Desk, Inc. and Susan Vobejda.

10.2+

Employment Agreement, dated as of May 11, 2017, between The Trade Desk, Inc. and Vivian Yang.

31.1

Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 (1)

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.ins

XBRL Instance Document

101.sch

XBRL Taxonomy Schema Linkbase Document

101.cal

XBRL Taxonomy Calculation Linkbase Document

101.def

XBRL Taxonomy Definition Linkbase Document

101.lab

XBRL Taxonomy Label Linkbase Document

101.pre

XBRL Taxonomy Presentation Linkbase Document

+	Indicates a management contract or compensatory plan or arrangement.

(1)

The information in this exhibit is furnished and deemed not filed with the SEC for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is not to be incorporated by reference into any filing of The Trade Desk, Inc. under the Securities Act of 1933, as amended, of the Securities Act, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

4442

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.


				THE TRADE DESK, INC. (Registrant)

Dated: ~~November~~May 9, ~~2017~~2019				/s/ Paul E. Ross
				Paul E. Ross
				Chief Financial Officer (Principal Financial and Accounting Officer)

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, par value $0.000001 per share		TTD		The Nasdaq Stock Market LLC

		Page
Part I.	FINANCIAL INFORMATION		3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3
	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018		3
	Condensed Consolidated Statements of ~~Operations~~Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018		4
	Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018		5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018		6
	Notes to Condensed Consolidated Financial Statements		67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2119
Item 4.	Controls and Procedures		2220
Part II.	OTHER INFORMATION		2421
Item 1.	Legal Proceedings		2421
Item 1A.	Risk Factors		2421
Item 6.	Exhibits		4442
Signatures			4543

	As of		As of			As of		As of
	September 30, 2017		December 31, 2016			March 31, 2019		December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	132,798	$	133,400		$	143,841	$	207,232
Short-term investments							74,101		—
Accounts receivable, net		470,452		377,240			707,740		834,764
Prepaid expenses and other current assets		12,712		5,763			18,927		14,527
TOTAL CURRENT ASSETS		615,962		516,403			944,609		1,056,523
Property and equipment, net		17,396		14,779			36,120		33,046
Deferred taxes, net		1,778		1,778
Operating lease assets							73,508		—
Deferred income taxes							8,460		8,460
Other assets, non-current		7,495		4,636			19,680		19,843
TOTAL ASSETS	$	642,631	$	537,596		$	1,082,377	$	1,117,872
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities:
Accounts payable	$	370,532	$	321,163		$	529,594	$	669,147
Accrued expenses and other current liabilities		25,405		22,973			39,218		44,844
Operating lease liabilities							14,448		—
TOTAL CURRENT LIABILITIES		395,937		344,136			583,260		713,991
Debt, net		27,000		25,847
Operating lease liabilities, non-current							65,168		—
Other liabilities, non-current		4,435		3,233			4,551		9,314
TOTAL LIABILITIES		427,372		373,216			652,979		723,305
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of September 30, 2017 and December 31, 2016		—		—
Common stock, par value $0.000001; 1,000,000 Class A shares authorized as of September 30, 2017 and December 31, 2016; 29,472 and 10,071 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively; 95,000 Class B shares authorized as of September 30, 2017 and December 31, 2016; 11,552 and 29,060 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		—		—
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of March 31, 2019 and December 31, 2018							—		—
Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; 38,445 and 36,822 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively Class B, 95,000 shares authorized; 6,034 and 7,042 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively							—		—
Additional paid-in capital		196,090		179,198			295,127		270,447
Retained earnings (accumulated deficit)		19,169		(14,818	)
Retained earnings							134,271		124,120
TOTAL STOCKHOLDERS’ EQUITY		215,259		164,380			429,398		394,567
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	642,631	$	537,596		$	1,082,377	$	1,117,872

	Three Months Ended
	March 31,
	2019			2018
Revenue	$	120,987		$	85,668
Operating expenses:
Platform operations		33,651			22,897
Sales and marketing		22,737			16,030
Technology and development		25,312			17,701
General and administrative		33,617			19,110
Total operating expenses		115,317			75,738
Income from operations		5,670			9,930
Other expense (income):
Interest expense (income), net		(997	)		156
Foreign currency exchange loss, net		1,330			544
Total other expense, net		333			700
Income before income taxes		5,337			9,230
Provision for (benefit from) income taxes		(4,814	)		160
Net income	$	10,151		$	9,070
Earnings per share:
Basic	$	0.23		$	0.22
Diluted	$	0.21		$	0.20
Weighted average shares outstanding:
Basic		43,906			41,629
Diluted		47,314			44,543

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Revenue	$	79,413	$	52,956	$	205,569	$	130,516
Operating expenses:
Platform operations		17,397		10,422		45,097		26,617
Sales and marketing		16,200		11,600		42,842		31,282
Technology and development		13,181		7,292		35,777		17,694
General and administrative		14,227		8,591		41,815		21,442
Total operating expenses		61,005		37,905		165,531		97,035
Income from operations		18,408		15,051		40,038		33,481
Interest expense		513		1,347		1,290		2,664
Change in fair value of preferred stock warrant liabilities		—		4,653		—		9,458
Foreign currency exchange loss, net		1,841		87		3,159		489
Total other expense, net		2,354		6,087		4,449		12,611
Income before income taxes		16,054		8,964		35,589		20,870
Provision for income taxes		5,825		5,320		1,602		10,668
Net income	$	10,229	$	3,644	$	33,987	$	10,202
Net income (loss) attributable to common stockholders	$	10,229	$	972	$	33,987	$	(37,007	)
Earnings (loss) per share:
Basic	$	0.25	$	0.08	$	0.85	$	(3.23	)
Diluted	$	0.23	$	0.06	$	0.77	$	(3.23	)
Weighted average shares outstanding:
Basic		40,700		12,629		39,977		11,461
Diluted		44,245		17,064		43,919		11,461

	As of March 31, 2019
	Cash and
	Cash		Short-Term
	Equivalents		Investments		Total
Cash	$	43,366	$	—	$	43,366
Level 1:
Money market funds		69,148		—		69,148
Time deposits		5,000		—		5,000
Level 2:
Commercial paper		22,332		16,774		39,106
Corporate debt securities		—		41,711		41,711
U.S. government and agency securities		3,995		15,616		19,611
Total	$	143,841	$	74,101	$	217,942

	As of December 31, 2018
	Cash and
	Cash
	Equivalents
Cash	$	35,087
Level 1:
Money market funds		14,145
Time deposits		158,000
Total	$	207,232

	March 31, 2019
Due in one year	$	68,096
Due in one to two years		6,005
Total	$	74,101

	Three Months Ended			Nine Months Ended
	September 30, 2016			September 30, 2016
Beginning balance	$	7,943		$	6,927
Change in value of convertible preferred stock warrants recorded in other expense, net		4,653			9,458
Reclassification to convertible preferred stock upon net exercise of Series Seed warrant		—			(3,789	)
Conversion of convertible preferred stock warrants to Class B common stock warrants upon the closing of the Company's IPO on September 26, 2016		(12,596	)		(12,596	)
Ending balance	$	—		$	—

	Amount
Operating lease cost	$	5,171
Short-term lease cost		407
Variable lease cost		329
Sublease income		(302	)
Total lease cost	$	5,605

	As of September 26, 2016
	Series Seed			Series A3
Contractual term (years)		4.9			6.5
Expected volatility		59.1	%		59.1	%
Risk-free interest rate		1.1	%		1.3	%
Estimated dividend yield		—	%		—	%

Weighted average remaining lease term		6.1 years
Weighted average discount rate			4.6	%

Year	Amount
Remainder of 2019	$	13,448
2020		23,240
2021		34,296
2022		26,160
2023		31,842
Thereafter		119,808
Total undiscounted lease commitments		248,794
Less: commitments for leases not yet commenced		(154,149	)
Less: interest		(15,029	)
Present value of lease liabilities		79,616
Less: operating lease liabilities, current		(14,448	)
Operating lease liabilities, non-current	$	65,168

Year	Amount (1)
2019	$	13,419
2020		18,746
2021		29,054
2022		23,786
2023		20,902
Thereafter		119,109
Total	$	225,016

	Shares Under Option (in thousands)			Weighted- Average Exercise Price		Shares Under Option (in thousands)			Weighted- Average Exercise Price
Outstanding as of December 31, 2016 (1)		5,429		$	4.94
Outstanding as of December 31, 2018							4,630		$	37.03
Granted		966			40.55		558			150.14
Exercised		(1,758	)		1.01		(592	)		16.07
Cancelled		(192	)		17.17		(16	)		70.53
Outstanding as of September 30, 2017 (2)		4,445		$	13.71
Exercisable as of September 30, 2017		2,163		$	3.63
Outstanding as of March 31, 2019							4,580		$	53.38
Exercisable as of March 31, 2019							1,685		$	20.56

	Shares (in thousands)			Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2016		193		$	29.65
Granted		123			35.25
Vested		(1	)		22.90
Forfeited		(28	)		29.92
Unvested as of September 30, 2017		287		$	32.07

	Shares (in thousands)			Weighted- Average Grant Date Fair Value
Unvested as of December 31, 2018		518		$	65.14
Granted		89			149.56
Vested		(27	)		36.38
Unvested as of March 31, 2019		580		$	79.46

Year	Amount
2017 (for remaining three months)	$	20,485
2018		8,683
2019		8,229
	$	37,397

	March 31, 2019		December 31, 2018
US	$	48,740	$	25,887
International		60,888		7,159
Total	$	109,628	$	33,046

Year	Amount
2019 (for remaining nine months)	$	52,379
2020		31,049
2021		30,471
2022		30,230
2023		30,000
Thereafter		50,000
	$	224,129

					Change
	2017		2016		$		%
	($ in thousands)
Three months ended September 30,	$	79,413	$	52,956	$	26,457		50	%
Nine months ended September 30,	$	205,569	$	130,516	$	75,053		58	%

							Change									��		Change
	2017			2016			$		%			2019			2018			$		%
	($ in thousands)											($ in thousands)
Three months ended September 30,	$	17,397		$	10,422		$	6,975		67	%
Three months ended March 31,												$	33,651		$	22,897		$	10,754		47	%
Percent of revenue		22	%		20	%							28	%		27	%
Nine Months Ended September 30,	$	45,097		$	26,617		$	18,480		69	%
Percent of revenue		22	%		20	%

	2019		2018		$ Change
	(in thousands)
Three months ended March 31,	$	333	$	700	$	(367	)

	Payments Due by Period
	Total		Less than 1 Year (Remaining 2017)		1-3 Years (2018 and 2019)		3-5 Years (2020 and 2021)		More than 5 Years (Thereafter)
	(in thousands)
Other contractual commitments	$	37,397	$	20,485	$	16,912	$	—	$	—

	Payments Due by Period
	Total		Less than 1 Year (Remaining 2019)		1-3 Years (2020 and 2021)		3-5 Years (2022 and 2023)		More than 5 Years (Thereafter)
	(in thousands)
Lease commitments	$	248,794	$	13,448	$	57,536	$	58,002	$	119,808
Other contractual commitments		224,129		52,379		61,520		60,230		50,000
Total	$	472,923	$	65,827	$	119,056	$	118,232	$	169,808

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