Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 15, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ETSY INC | |
Entity Central Index Key | 1,370,637 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 112,101,830 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 266,283 | $ 69,659 |
Short-term investments | 20,474 | 19,184 |
Accounts receivable, net of allowance for doubtful accounts of $1,841 and $2,402 as of December 31, 2014 and September 30, 2015, respectively | 15,976 | 15,404 |
Prepaid and other current assets | 8,773 | 12,241 |
Deferred tax assets—current | 3,134 | 2,932 |
Deferred tax charge—current | 17,605 | 0 |
Funds receivable and seller accounts | 17,069 | 10,573 |
Total current assets | 349,314 | 129,993 |
Restricted cash | 5,341 | 5,341 |
Property and equipment, net | 94,655 | 75,538 |
Goodwill | 28,366 | 30,831 |
Intangible assets, net | 3,483 | 5,410 |
Deferred tax charge—net of current portion | 55,711 | 0 |
Other assets | 1,751 | 2,022 |
Total assets | 538,621 | 249,135 |
Current liabilities: | ||
Accounts payable | 3,200 | 8,231 |
Accrued expenses | 32,861 | 12,852 |
Capital lease obligations—current | 4,431 | 1,755 |
Funds payable and amounts due to sellers | 17,069 | 10,573 |
Deferred revenue | 4,128 | 3,452 |
Other current liabilities | 7,925 | 4,590 |
Total current liabilities | 69,614 | 41,453 |
Capital lease obligations—net of current portion | 6,483 | 3,148 |
Warrant liability | 0 | 1,920 |
Deferred tax liabilities | 66,227 | 3,081 |
Facility financing obligation | 51,804 | 50,320 |
Other liabilities | 21,699 | 1,913 |
Total liabilities | $ 215,827 | $ 101,835 |
Commitments and contingencies | ||
Convertible preferred stock: | ||
Carrying value | $ 0 | $ 80,212 |
Stockholders’ equity: | ||
Common stock ($0.001 par value, 120,000,000 and 1,400,000,000 shares authorized as of December 31, 2014 and September 30, 2015, respectively; 44,180,939 and 111,992,315 shares issued and outstanding as of December 31, 2014, and September 30, 2015, respectively) | 112 | 44 |
Preferred Stock ($0.001 par value, 25,000,000 shares authorized as of September 30, 2015) | 0 | 0 |
Additional paid-in capital | 398,639 | 103,355 |
Accumulated deficit | (82,208) | (32,377) |
Accumulated other comprehensive (loss) income | 6,251 | (3,934) |
Total stockholders’ equity | 322,794 | 67,088 |
Total liabilities, convertible preferred stock and stockholders’ equity | 538,621 | 249,135 |
Series A Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | 0 | 808 |
Series B Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | 0 | 865 |
Series C Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | 0 | 3,361 |
Series D Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | 0 | 27,870 |
Series E Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | 0 | 6,201 |
Series 1 Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | 0 | 1,322 |
Series F Preferred Stock | ||
Convertible preferred stock: | ||
Carrying value | $ 0 | $ 39,785 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 2,402 | $ 1,841 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,400,000,000 | 120,000,000 |
Common stock, shares issued | 111,992,315 | 44,180,939 |
Common stock, shares outstanding | 111,992,315 | 44,180,939 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 25,000,000 | |
Series A Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 2,363,786 | |
Temporary equity, shares issued | 0 | 2,363,786 |
Temporary equity, shares outstanding | 0 | 2,363,786 |
Temporary equity, aggregate liquidation preference | $ 808 | |
Series B Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 1,128,431 | |
Temporary equity, shares issued | 0 | 1,128,425 |
Temporary equity, shares outstanding | 0 | 1,128,425 |
Temporary equity, aggregate liquidation preference | $ 903 | |
Series C Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 1,234,084 | |
Temporary equity, shares issued | 0 | 1,222,282 |
Temporary equity, shares outstanding | 0 | 1,222,282 |
Temporary equity, aggregate liquidation preference | $ 3,263 | |
Series D Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 4,240,120 | |
Temporary equity, shares issued | 0 | 4,215,610 |
Temporary equity, shares outstanding | 0 | 4,215,610 |
Temporary equity, aggregate liquidation preference | $ 27,949 | |
Series E Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 401,450 | |
Temporary equity, shares issued | 0 | 396,727 |
Temporary equity, shares outstanding | 0 | 396,727 |
Temporary equity, aggregate liquidation preference | $ 6,300 | |
Series 1 Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 203,399 | |
Temporary equity, shares issued | 0 | 203,399 |
Temporary equity, shares outstanding | 0 | 203,399 |
Temporary equity, aggregate liquidation preference | $ 1,312 | |
Series F Preferred Stock | ||
Temporary equity, par value | $ 0.001 | |
Temporary equity, shares authorized | 11,594,203 | |
Temporary equity, shares issued | 0 | 11,594,203 |
Temporary equity, shares outstanding | 0 | 11,594,203 |
Temporary equity, aggregate liquidation preference | $ 40,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 65,696 | $ 47,634 | $ 185,604 | $ 130,679 |
Cost of revenue | 24,165 | 18,115 | 66,783 | 50,854 |
Gross profit | 41,531 | 29,519 | 118,821 | 79,825 |
Operating expenses: | ||||
Marketing | 16,542 | 8,808 | 44,295 | 25,042 |
Product development | 11,406 | 10,077 | 31,487 | 26,911 |
General and administrative | 15,250 | 13,686 | 53,339 | 34,299 |
Total operating expenses | 43,198 | 32,571 | 129,121 | 86,252 |
Loss from operations | (1,667) | (3,052) | (10,300) | (6,427) |
Other income (expense): | ||||
Interest expense and amortization of deferred financing costs | (512) | (177) | (1,056) | (355) |
Interest and dividend income | 59 | 12 | 117 | 30 |
Net unrealized gain (loss) on warrant and other liabilities | 3 | 35 | (3,136) | (239) |
Foreign exchange loss | (679) | (1,014) | (15,727) | (1,014) |
Total other expense | (1,129) | (1,144) | (19,802) | (1,578) |
Loss before income taxes | (2,796) | (4,196) | (30,102) | (8,005) |
Provision for income taxes | (4,095) | (2,075) | (19,729) | (1,880) |
Net loss | $ (6,891) | $ (6,271) | $ (49,831) | $ (9,885) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted (in dollars per share) | $ (0.06) | $ (0.15) | $ (0.59) | $ (0.25) |
Weighted average common shares outstanding: | ||||
Basic and diluted (shares) | 111,329,917 | 43,015,151 | 84,195,227 | 39,258,879 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) Statement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (6,891) | $ (6,271) | $ (49,831) | $ (9,885) |
Other comprehensive (loss) income: | ||||
Cumulative translation adjustment | (235) | (2,589) | 10,177 | (2,756) |
Unrealized gains on marketable securities, net of tax | 3 | 6 | 8 | 0 |
Other comprehensive (loss) income | (232) | (2,583) | 10,185 | (2,756) |
Comprehensive loss | $ (7,123) | $ (8,854) | $ (39,646) | $ (12,641) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series D Preferred Stock | Series E Preferred Stock | Series 1 Preferred Stock | Series F Preferred Stock | Preferred StockSeries A Preferred Stock | Preferred StockSeries B Preferred Stock | Preferred StockSeries C Preferred Stock | Preferred StockSeries D Preferred Stock | Preferred StockSeries E Preferred Stock | Preferred StockSeries 1 Preferred Stock | Preferred StockSeries F Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income |
Convertible preferred stock, beginning balance at Dec. 31, 2014 | $ 80,212 | $ 808 | $ 865 | $ 3,361 | $ 27,870 | $ 6,201 | $ 1,322 | $ 39,785 | $ 808 | $ 865 | $ 3,361 | $ 27,870 | $ 6,201 | $ 1,322 | $ 39,785 | ||||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2014 | 2,363,786 | 1,128,425 | 1,222,282 | 4,215,610 | 396,727 | 203,399 | 11,594,203 | 2,363,786 | 1,128,425 | 1,222,282 | 4,215,610 | 396,727 | 203,399 | 11,594,203 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||
Convertible preferred stock, conversion of preferred stock upon public offering | $ (808) | $ (865) | $ (3,361) | $ (27,870) | $ (6,201) | $ (1,322) | $ (39,785) | ||||||||||||
Convertible preferred stock, conversion of preferred stock upon public offering (in shares) | (2,363,786) | (1,128,425) | (1,222,282) | (4,215,610) | (396,727) | (203,399) | (11,594,203) | ||||||||||||
Convertible preferred stock, ending balance at Sep. 30, 2015 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Beginning balance at Dec. 31, 2014 | 67,088 | $ 44 | $ 103,355 | $ (32,377) | $ (3,934) | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2014 | 44,180,939 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Stock-based compensation expense | 6,901 | 6,901 | |||||||||||||||||
Exercise of vested options (in shares) | 841,565 | ||||||||||||||||||
Exercise of vested options | 2,285 | $ 1 | 2,284 | ||||||||||||||||
Common stock issued through public offering (in shares) | 13,333,333 | ||||||||||||||||||
Common stock issued through public offering | 194,361 | $ 14 | 194,347 | ||||||||||||||||
Contribution to Etsy.org, (in shares) | 188,235 | ||||||||||||||||||
Contribution to Etsy.org | 3,200 | 3,200 | |||||||||||||||||
Stock expense-acquisitions | 851 | 851 | |||||||||||||||||
Conversion of preferred stock upon public offering (in shares) | 53,448,243 | ||||||||||||||||||
Conversion of preferred stock upon public offering | 80,212 | $ 53 | 80,159 | ||||||||||||||||
Conversion of warrants upon public offering | 5,070 | 5,070 | |||||||||||||||||
Excess tax benefit from the exercise of stock options | 2,472 | 2,472 | |||||||||||||||||
Other comprehensive income | 10,185 | 10,185 | |||||||||||||||||
Net loss | (49,831) | (49,831) | |||||||||||||||||
Ending balance at Sep. 30, 2015 | $ 322,794 | $ 112 | $ 398,639 | $ (82,208) | $ 6,251 | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2015 | 111,992,315 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (49,831) | $ (9,885) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 6,559 | 4,212 |
Stock-based compensation expense-acquisitions | 3,158 | 1,796 |
Contribution of stock to Etsy.org | 3,200 | 0 |
Depreciation and amortization expense | 14,041 | 12,492 |
Bad debt expense | 1,473 | 1,037 |
Foreign exchange loss | 15,727 | 1,014 |
Amortization of debt issuance costs | 122 | 40 |
Net unrealized loss on warrant and other liabilities | 3,136 | 239 |
Loss on disposal of assets | 476 | 76 |
Amortization of deferred tax charges | 15,093 | 0 |
Excess tax benefit from exercise of stock options | (2,472) | (716) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (1,967) | (2,853) |
Funds receivable and seller accounts | (6,710) | (2,956) |
Prepaid expenses and other current assets | 535 | (1,712) |
Other assets | 152 | (1,631) |
Accounts payable | (3,530) | 236 |
Accrued liabilities | 17,719 | 6,378 |
Funds payable and amounts due to sellers | 6,710 | 2,901 |
Deferred revenue | 671 | 638 |
Other liabilities | (5,255) | 680 |
Net cash provided by operating activities | 19,007 | 11,986 |
Cash flows from investing activities | ||
Acquisition of businesses, net of cash acquired | 0 | (4,688) |
Purchases of property and equipment | (9,524) | (881) |
Development of internal-use software | (7,329) | (6,019) |
Purchase of U.S. Government and agency bills | (18,552) | (17,209) |
Sale of marketable securities | 17,270 | 16,846 |
Net increase in restricted cash | 0 | (5,341) |
Net cash used in investing activities | (18,135) | (17,292) |
Cash flows from financing activities | ||
Proceeds from public offering | 199,467 | 0 |
Proceeds from the issuance of common stock | 0 | 35,000 |
Proceeds from exercise of stock options | 2,285 | 7,585 |
Excess tax benefit from the exercise of stock options | 2,472 | 716 |
Payments on capitalized lease obligations | (2,262) | (1,051) |
Deferred payments on acquisition of business | 0 | (75) |
Payments relating to public offering | (2,919) | (1,160) |
Net cash provided by financing activities | 199,043 | 41,015 |
Effect of exchange rate changes on cash | (3,291) | (1,305) |
Net increase in cash and cash equivalents | 196,624 | 34,404 |
Cash and cash equivalents at beginning of period | 69,659 | 36,795 |
Cash and cash equivalents at end of period | 266,283 | 71,199 |
Supplemental non-cash disclosures | ||
Equipment acquired under capital lease obligations | 8,273 | 3,288 |
Stock-based compensation capitalized in development of capitalized software | 342 | 162 |
Non-cash additions to development of internal-use software and property and equipment | 797 | 1,174 |
Non-cash addition to construction in progress related to build-to-suit lease and facility financing obligation | 6,608 | 47,279 |
Non-cash addition to capitalized public offering costs | 969 | 0 |
Fair value of common stock issued in acquisition | $ 0 | $ 27,723 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Description of Business Etsy, Inc. (the “Company” or “Etsy”) was incorporated in Delaware in February 2006. Etsy operates a marketplace where people around the world connect, both online and offline, to make, sell and buy unique goods. The Company generates revenue primarily from transaction and listing fees, Promoted Listings, Direct Checkout fees, and Shipping Label sales. Initial Public Offering On April 21, 2015, the Company completed an initial public offering (the "IPO") in which it issued and sold 13,333,333 shares of common stock at a public offering price of $16.00 per share. The Company received net proceeds of $194.4 million after deducting underwriting discounts of $13.9 million and other offering expenses of approximately $5.1 million . These expenses were recorded against the proceeds received from the IPO. Certain selling stockholders sold an additional 5,833,332 shares of common stock in the IPO. The Company did not receive any proceeds from the sale of shares sold by the selling stockholders. Upon the closing of the IPO, all outstanding shares of preferred stock of the Company converted into 53,448,243 shares of common stock. In addition, all outstanding warrants for preferred stock converted into warrants for 203,030 shares of common stock. Basis of Consolidation The consolidated financial statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain items in the prior years’ consolidated financial statements have been reclassified to conform to the current year presentation reflected in these interim financial statements. Specifically, the Company reclassified $4.6 million previously included in accrued expenses and other current liabilities on the consolidated balance sheets for 2014 to conform to the current period presentation. Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2015 , the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2014 and 2015 , the consolidated statements of cash flows for the nine months ended September 30, 2014 and 2015 , and the consolidated statement of changes in convertible preferred stock and stockholders’ equity for the nine months ended September 30, 2015 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position as of September 30, 2015 , results of operations for the three and nine months ended September 30, 2014 and 2015 , and cash flows for the nine months ended September 30, 2014 and 2015 . The financial data and the other information disclosed in these notes to the consolidated financial statements related to these three and nine -month periods are unaudited. These unaudited interim financial statements should be read in conjunction with the Company’s prospectus filed with the Securities and Exchange Commission on April 16, 2015 (the "Prospectus"). There have been no material changes in the Company's significant accounting policies from those that were disclosed in the Prospectus. Reverse Stock Split The Company effected a 1-for-2 reverse split of its common stock on March 25, 2015. The reverse split combined each two shares of the Company’s issued and outstanding common stock into one share of common stock and correspondingly adjusted the conversion prices of its convertible preferred stock. No fractional shares were issued in connection with the reverse split, and any fractional shares resulting from the reverse split were rounded down to the nearest whole share. All share, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the reverse stock split. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include revenue recognition, income taxes, website development costs and internal-use software, purchase price allocations for business combinations, valuation of goodwill and intangible assets and stock-based compensation. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. Income Taxes The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company's quarterly tax provision and quarterly estimate of its annual effective tax rate are subject to significant variations due to several factors, including variability in predicting its pretax and taxable income and the mix of jurisdictions to which those relate, changes of expenses or losses for which tax benefits are not recognized, and changes in the laws, regulations and administrative practices of the jurisdictions in which the Company operates. Business Combinations On April 29, 2014, the Company completed the acquisition of Jarvis Labs, Inc., owners of the “Grand St.” online technology marketplace. Total consideration for the acquisition was approximately $3.2 million , consisting of $1.0 million in cash and 212,552 shares of the Company’s common stock with a fair value of $2.2 million on the acquisition date. Additionally, the Company issued 328,580 shares of common stock, with a fair value of $3.4 million on the acquisition date, which are tied to continuous service with the Company as an employee or consultant and are being accounted for as post-acquisition stock-based compensation expense over the three -year vesting period. Because the Company was not publicly traded at the time of the acquisition, the Company utilized equity valuations based on comparable publicly-traded companies, discounted cash flows, an analysis of the Company’s enterprise value and any other factors deemed relevant in estimating the fair value of its common stock for purposes of calculating the fair value of the purchase price. On June 18, 2014, the Company completed the acquisition of Incubart SAS, a societe par actions simplifiee organized under the laws of France, which operates the online marketplace A Little Market (“ALM”). Total consideration for the acquisition was $30.8 million , consisting of $5.3 million in cash, of which $4.2 million was paid on the closing date, $0.3 million was paid on March 31, 2015 and $0.8 million is due to be paid on February 16, 2016, and 2,439,847 shares of the Company’s common stock with a fair value of $25.5 million on the acquisition date. Because the Company was not publicly traded at the time of the acquisition, the Company utilized equity valuations based on comparable publicly-traded companies, discounted cash flows, an analysis of the Company’s enterprise value and any other factors deemed relevant in estimating the fair value of its common stock for purposes of calculating the fair value of the purchase price. The terms of the purchase agreement provide for the sale of put options to certain of the former shareholders of ALM. The put options enable the holders of the options to sell up to all of their shares back to the Company, subject to certain vesting and restrictions, at fair value, but not to exceed $8.26 per share and not less than $4.00 per share. The put right terminates with respect to a share on the earlier of one year from when such share is vested or the liquidation date, as defined in the agreement containing the put option. The holders of the options paid an aggregate of $0.1 million cash to the Company at the date of acquisition and the Company recorded a $0.1 million liability for the fair value of the put options at that time. Additionally, the Company issued 599,497 shares of common stock, with a fair value of $6.3 million on the acquisition date, which are tied to continuous service with the Company as an employee or consultant and are being accounted for as post-acquisition stock-based compensation expense over the three -year vesting period. Since the put options relate in part to these shares, these restricted shares will be recorded as liability-classified stock awards as earned. The following pro forma financial information presents the combined operating results of the Company, Grand St. and ALM as if each acquisition had occurred as of January 1, 2014. The pro forma financial information includes the accounting effects of the business combinations, including adjustments to the amortization of intangible assets and professional fees associated with the acquisition. The unaudited pro forma information does not necessarily reflect the actual results that would have been achieved, nor is it necessarily indicative of our future consolidated results. The pro forma financial information is presented in the table below for the nine months ended September 30, 2014 (in thousands except per share amounts): Nine Months Ended September 30, 2014 Revenue $ 132,483 Net loss $ (10,887 ) Basic and diluted net loss per share $ (0.27 ) During the second quarter of 2015, the Company recognized changes to assets and liabilities impacting the associated purchase price allocations of ALM and Grand St. at their respective dates of acquisition. These adjustments resulted in a decrease to the initial purchase price allocation of goodwill for ALM and Grand St. of $0.4 million and $0.2 million , respectively. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued an accounting standards update that replaces existing revenue recognition guidance. The new guidance is effective for the annual and interim periods beginning after December 15, 2017. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements. In August 2014, the FASB issued an accounting standard update under which management will be required to assess an entity’s ability to continue as a going concern and provide related disclosures in certain circumstances. The new guidance is effective for annual and interim periods beginning after December 15, 2016. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements or disclosures. In April 2015, the FASB issued an accounting standard under which customers will apply the same criteria as vendors to determine whether a cloud computing arrangement contains a software license or is solely a service contract. The new standard is effective for annual and interim periods beginning after December 15, 2015. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements. In August 2015, the FASB issued an accounting standard update to address the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The guidance affirms the Company's treatment of such costs, which is to defer and present the debt issuance costs as an asset and subsequently amortize the costs over the term of the line-of-credit arrangement. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements or disclosures. In September 2015, the FASB issued an accounting standard update that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The new guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements or disclosures. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement In May 2014, the Company entered into a $35.0 million senior secured revolving credit facility pursuant to a Revolving Credit and Guaranty Agreement with several lenders (the “Credit Agreement”). The Credit Agreement will mature in May 2019. The Credit Agreement includes a letter of credit sublimit of $10.0 million and a swingline loan sublimit of $15.0 million. Borrowings under the Credit Agreement (other than swingline loans) bear interest, at the Company’s option, at (i) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) an adjusted LIBOR rate for a one-month interest period plus 1.00% , in each case plus a margin ranging from 0.00% to 0.25% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 1.25% . Swingline loans under the Credit Agreement bear interest at the same base rate (plus the margin applicable to borrowings bearing interest at the base rate). These margins are determined based on the total leverage ratio for the preceding four-fiscal-quarter period. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee and fees associated with letters of credit. The Credit Agreement also permits the Company, in certain circumstances, to request an increase in the facility by an amount of up to $50.0 million (and in minimum amounts of $10.0 million ) at the same maturity, pricing and other terms. The Credit Agreement contains customary representations and warranties applicable to the Company and its subsidiaries and customary affirmative and negative covenants applicable to the Company and its restricted subsidiaries. The negative covenants include restrictions on, among other things, indebtedness, liens, investments, mergers, dispositions, transactions with affiliates and dividends and other distributions. These restrictions do not prohibit a subsidiary of the Company from making pro rata payments to the Company or any other person that owns an equity interest in such subsidiary. The Credit Agreement contains a financial covenant that requires the Company and its subsidiaries to maintain a total leverage ratio (defined as net debt to adjusted EBITDA) not to exceed 3.50 to 1.00 . The Credit Agreement includes customary events of default, including a change in control and a cross-default on the Company’s material indebtedness. The Company’s obligations under the Credit Agreement are secured by substantially all of the Company and its subsidiaries’ assets, and its obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries. In March 2015, the Company amended the Credit Agreement (the “Amended Credit Agreement”) to increase the senior secured revolving credit facility to $50.0 million. The Amended Credit Agreement contains the same pricing covenants and other material terms as the Credit Agreement. At September 30, 2015 , the Company did not have any borrowings under the Credit Agreement. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company's 2015 Equity Incentive Plan (the "2015 Plan") was adopted by its board of directors and approved by stockholders in March 2015. The 2015 Plan became effective immediately upon adoption although no awards were made under it until the effective date of the IPO. The 2015 Plan replaced the 2006 Stock Plan, and no further grants were made under the 2006 Stock Plan as of the effective date of the IPO. The 2015 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") and performance cash awards to employees, directors and consultants. The number of shares available for issuance under the 2015 Plan may be increased annually commencing January 1, 2016 by an amount equal to the lesser of 7,050,000 shares of common stock, 5% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year, or such other amount as determined by the Company's board of directors. Any awards issued under the 2015 Plan that are forfeited by the participant will become available for future grant under the 2015 Plan. The number of shares of the Company’s common stock initially reserved for issuance under the 2015 Plan equaled the sum of 14,100,000 shares plus up to 12,653,075 shares reserved for issuance or subject to outstanding awards under the 2006 Stock Plan. At September 30, 2015 , 15,068,816 shares were authorized under the 2015 Plan, and 14,377,502 shares were available for future grant. In the nine months ended September 30, 2015 , we granted incentive stock options, nonqualified stock options and RSUs to eligible participants. Options were generally granted for a term of 10 years and vest 25% after the first year of service and ratably each month over the remaining 36 -month period contingent on continued employment with the Company on each vesting date. RSUs generally vest 25% after the first year following the vesting commencement date, which is the first day of the fiscal quarter closest to the date of grant, and then vest ratably each quarter over the remaining 12 -quarter period contingent on continued employment with the Company on each vesting date. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the inputs below. Prior to the IPO, the Company utilized equity valuations based on comparable publicly-traded companies, discounted free cash flows, an analysis of the Company's enterprise value and any other factors deemed relevant in estimating the fair value of its common stock. Subsequent to the IPO, the Company has used the closing price of its common stock on Nasdaq as the fair value of its common stock. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatilities are based on implied volatilities from market comparisons of certain publicly traded companies and other factors. The expected term of stock options granted has been determined using the simplified method, which uses the midpoint between the vesting date and the contractual term. The requisite service period is generally four years from the date of grant. The fair value of RSUs is determined based on the closing price of the Company's common stock on Nasdaq on the grant date. The Company granted 102,313 stock options in the three months ended September 30, 2015 at a weighted average grant date fair value of $6.70 . The Company granted 1,512,324 stock options in the nine months ended September 30, 2015 at a weighted average grant date fair value of $7.10 . The Company granted 146,727 RSUs in the three months ended September 30, 2015 at a weighted average grant date fair value of $16.63 . The Company granted 201,875 RSUs in the nine months ended September 30, 2015 at a weighted average grant date fair value of $16.53 . The fair value of options granted in each year using the Black-Scholes pricing model has been based on the following assumptions: Three Months Ended Nine Months Ended 2014 2015 2014 2015 Volatility 45.9% - 48.0% 44.1% - 44.7% 45.9% - 49.0% 40.4% - 45.0% Risk-free interest rate 1.9% - 2.0% 1.7% - 1.9% 1.7% - 2.0% 1.3% - 1.9% Expected term (in years) 5.7 - 6.1 6.0 - 6.1 5.5 - 6.1 5.5 - 6.1 Dividend rate —% —% —% —% Total stock-based compensation expense included in the consolidated statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended 2014 2015 2014 2015 Cost of revenue $ 357 $ 149 $ 731 $ 681 Marketing 59 120 131 349 Product development 333 756 995 1,981 General and administrative 1,998 1,898 4,151 6,706 $ 2,747 $ 2,923 $ 6,008 $ 9,717 The total stock-based compensation expense in the three months ended September 30, 2014 and 2015 includes $1.4 million and $0.7 million in acquisition-related stock-based compensation expense, respectively. The total stock-based compensation expense in the nine months ended September 30, 2014 and 2015 includes $1.8 million and $3.2 million in acquisition-related stock-based compensation expense, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In January 2015, the Company implemented an updated global corporate structure to more closely align with its global operations and future expansion plans outside of the United States. The new structure changed how the Company uses its intellectual property and implemented certain intercompany arrangements. The Company believes this may result in a reduction in its overall effective tax rate and other operational efficiencies. The revised structure resulted in the setup of a deferred tax liability in the amount of $67.8 million on the taxable gain created in the transaction. A deferred charge was recorded for the same amount representing the future income tax which will be amortized into income tax expense over five years. During the three and nine months ended September 30, 2015 , $3.7 million and $11.3 million was recorded to income tax expense, respectively. The amount of unrecognized tax benefits, included within “Other liabilities” on the consolidated balance sheets, increased $20.4 million in the nine months ended September 30, 2015 , from $0.4 million at December 31, 2014 to $20.8 million at September 30, 2015 . The increase was primarily in connection with the implementation of the updated global corporate structure. During the three and nine months ended September 30, 2015 , $1.1 million and $3.4 million was recorded to income tax expense, respectively, for the implementation. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $5.5 million at September 30, 2015 . A deferred charge of $20.2 million was recorded representing the future income tax which will be amortized into income tax expense over five years. Additionally, the Company recognized $4.5 million of tax benefit for a research and development tax credit during the three months ended September 30, 2015 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company has characterized its investments in marketable securities, based on the priority of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), and lowest priority to unobservable inputs (Level 3). If the inputs used to measure the investments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the investment. Investments recorded in the accompanying consolidated balance sheet are categorized based on the inputs to valuation techniques as follows: Level 1—These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access. Level 2—These are investments where values are based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets. Level 3—These are liabilities where values are derived from techniques in which one or more significant inputs are unobservable. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and September 30, 2015 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3) (in thousands): As of December 31, 2014 Level 1 Level 2 Level 3 Total Asset Cash equivalents: Money market funds $ 20,288 $ — $ — $ 20,288 U.S. Government bills 2,426 — — 2,426 22,714 — — 22,714 Short-term investments: U.S. Government and agency bills 19,184 — — 19,184 $ 41,898 $ — $ — $ 41,898 Liability Put option classified as liability $ — $ — $ 16 $ 16 Acquisition–related contingent consideration classified as liability — — 3,374 3,374 Warrants classified as liability — — 1,920 1,920 $ — $ — $ 5,310 $ 5,310 As of September 30, 2015 Level 1 Level 2 Level 3 Total Asset Cash equivalents: Money market funds $ 19,778 $ — $ — $ 19,778 U.S. Government bills 1,160 — — 1,160 20,938 — — 20,938 Short-term investments: U.S. Government and agency bills 20,474 — — 20,474 $ 41,412 $ — $ — $ 41,412 Liability Put option classified as liability $ — $ — $ 3 $ 3 Acquisition–related contingent consideration classified as liability — — 5,680 5,680 Warrants classified as liability — — — — $ — $ — $ 5,683 $ 5,683 Level 1 instruments include money market funds and Corporate Certificates of Deposit and AAA-rated U.S. Government and agency securities, which are valued based on inputs including quotes from broker-dealers or recently executed transactions in the same or similar securities. Level 3 instruments include contingent consideration classified as liability in connection with the acquisition of ALM and convertible warrants classified as liability. The contingent consideration is classified as liability due to its affiliation with a related put option, which will expire in the fourth quarter of 2015, and its fair value is determined based on the fair value of the Company's common stock at the period-end reporting date. The fair value of the warrants classified as liability is determined using the period-end fair value of the Company's common stock, the risk-free rate for periods within the contractual life of the warrant based on the U.S. Treasury yield curve in effect at the time of grant, implied volatilities from market comparisons of certain publicly traded companies and the contractual term. On the date of the IPO, the warrants converted from warrants for preferred stock to warrants for common stock and as a result are no longer classified as liability or subject to further fair value adjustments. The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Nine Months Ended 2015 Balance at beginning of period $ 5,310 Acquired — Changes to liability-classified stock awards 2,964 Settled — Conversion of warrants to equity (5,070 ) Net increase in fair value 2,479 Balance at end of period $ 5,683 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2014 2015 2014 2015 Net loss $ (6,271 ) $ (6,891 ) $ (9,885 ) $ (49,831 ) Basic and diluted shares: Weighted average common shares outstanding 43,015,151 111,329,917 39,258,879 84,195,227 Net loss per share attributable to common stockholders: Basic and diluted net loss per share applicable to common stockholders $ (0.15 ) $ (0.06 ) $ (0.25 ) $ (0.59 ) The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2014 2015 2014 2015 Stock options 10,743,878 11,904,577 11,329,156 11,914,369 Restricted Stock Units — 148,188 — 60,204 Warrants 203,030 203,030 203,030 203,030 Convertible preferred stock 53,448,243 — 53,448,243 21,731,703 Total anti-dilutive securities 64,395,151 12,255,795 64,980,429 33,909,306 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Revenue by country is based on the billing address of the seller. The following table summarizes revenue by geographic area (in thousands): Three Months Ended Nine Months Ended 2014 2015 2014 2015 United States $ 37,311 $ 51,593 $ 104,119 $ 145,326 International 10,323 14,103 26,560 40,278 Revenue $ 47,634 $ 65,696 $ 130,679 $ 185,604 No individual international country’s revenue exceeded 5% of total revenue. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Tax Contingencies The Company had reserves of $3.5 million and $2.6 million at December 31, 2014 and September 30, 2015 , respectively, for certain non-income tax obligations, representing management’s best estimate of its potential liability. The Company could also be subject to examination in various jurisdictions related to income tax and non-income tax matters. The resolution of these types of matters, if in excess of the recorded reserve, could have an adverse impact on the Company’s business. Legal Proceedings On May 13, 2015, a purported securities class action complaint ( Altayyar v. Etsy, Inc., et al. , Docket No. 1:15-cv-02785) was filed in the United States District Court for the Eastern District of New York against the Company and certain officers. The complaint is brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company's common stock from April 16, 2015 through and including May 10, 2015. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement and actions taken by third-party brands against Etsy sellers for trademark or copyright infringement. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys' fees. On October 22, 2015, the court appointed a lead plaintiff and lead plaintiff’s counsel. The Company and the named officers intend to defend themselves vigorously against this action. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. On July 21, 2015, a purported securities class action complaint ( Cervantes v. Dickerson, et.al ., Case No. CIV 534768) was filed in the Superior Court of State of California, County of San Mateo against the Company, certain officers, directors and underwriters. The complaint asserts violations of Sections 11 and 15 of the Securities Act of 1933. As in the Altayyar litigation, the complaint alleges misrepresentations in the Company’s Prospectus with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys' fees. On August 20, 2015, the Company removed the case to the United States District Court for the Northern District of California (Case No. 4:15-cv-03825-PJH). On October 21, 2015, the court granted plaintiff’s motion to remand the case to the Superior Court of California, San Mateo County. The Company and the named officers and directors intend to defend themselves vigorously against this action. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. In addition, from time to time in the normal course of business, various other claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation, regardless of their success, could have an adverse effect on the Company’s consolidated results of operations or cash flows in the period the claims or litigation are resolved. As of September 30, 2015 , the Company does not believe that there are any material litigation exposures relating to these other claims. |
Basis of Presentation and Sum16
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | The consolidated financial statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include revenue recognition, income taxes, website development costs and internal-use software, purchase price allocations for business combinations, valuation of goodwill and intangible assets and stock-based compensation. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. |
Income Taxes | The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company's quarterly tax provision and quarterly estimate of its annual effective tax rate are subject to significant variations due to several factors, including variability in predicting its pretax and taxable income and the mix of jurisdictions to which those relate, changes of expenses or losses for which tax benefits are not recognized, and changes in the laws, regulations and administrative practices of the jurisdictions in which the Company operates. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board, or FASB, issued an accounting standards update that replaces existing revenue recognition guidance. The new guidance is effective for the annual and interim periods beginning after December 15, 2017. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements. In August 2014, the FASB issued an accounting standard update under which management will be required to assess an entity’s ability to continue as a going concern and provide related disclosures in certain circumstances. The new guidance is effective for annual and interim periods beginning after December 15, 2016. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements or disclosures. In April 2015, the FASB issued an accounting standard under which customers will apply the same criteria as vendors to determine whether a cloud computing arrangement contains a software license or is solely a service contract. The new standard is effective for annual and interim periods beginning after December 15, 2015. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements. In August 2015, the FASB issued an accounting standard update to address the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The guidance affirms the Company's treatment of such costs, which is to defer and present the debt issuance costs as an asset and subsequently amortize the costs over the term of the line-of-credit arrangement. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements or disclosures. In September 2015, the FASB issued an accounting standard update that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The new guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements or disclosures. |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Acquisition, Pro Forma Information | The pro forma financial information is presented in the table below for the nine months ended September 30, 2014 (in thousands except per share amounts): Nine Months Ended September 30, 2014 Revenue $ 132,483 Net loss $ (10,887 ) Basic and diluted net loss per share $ (0.27 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options granted in each year using the Black-Scholes pricing model has been based on the following assumptions: Three Months Ended Nine Months Ended 2014 2015 2014 2015 Volatility 45.9% - 48.0% 44.1% - 44.7% 45.9% - 49.0% 40.4% - 45.0% Risk-free interest rate 1.9% - 2.0% 1.7% - 1.9% 1.7% - 2.0% 1.3% - 1.9% Expected term (in years) 5.7 - 6.1 6.0 - 6.1 5.5 - 6.1 5.5 - 6.1 Dividend rate —% —% —% —% |
Schedule of Share-based Compensation, Allocation of Recognized Period Costs | Total stock-based compensation expense included in the consolidated statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended 2014 2015 2014 2015 Cost of revenue $ 357 $ 149 $ 731 $ 681 Marketing 59 120 131 349 Product development 333 756 995 1,981 General and administrative 1,998 1,898 4,151 6,706 $ 2,747 $ 2,923 $ 6,008 $ 9,717 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring | The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and September 30, 2015 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3) (in thousands): As of December 31, 2014 Level 1 Level 2 Level 3 Total Asset Cash equivalents: Money market funds $ 20,288 $ — $ — $ 20,288 U.S. Government bills 2,426 — — 2,426 22,714 — — 22,714 Short-term investments: U.S. Government and agency bills 19,184 — — 19,184 $ 41,898 $ — $ — $ 41,898 Liability Put option classified as liability $ — $ — $ 16 $ 16 Acquisition–related contingent consideration classified as liability — — 3,374 3,374 Warrants classified as liability — — 1,920 1,920 $ — $ — $ 5,310 $ 5,310 As of September 30, 2015 Level 1 Level 2 Level 3 Total Asset Cash equivalents: Money market funds $ 19,778 $ — $ — $ 19,778 U.S. Government bills 1,160 — — 1,160 20,938 — — 20,938 Short-term investments: U.S. Government and agency bills 20,474 — — 20,474 $ 41,412 $ — $ — $ 41,412 Liability Put option classified as liability $ — $ — $ 3 $ 3 Acquisition–related contingent consideration classified as liability — — 5,680 5,680 Warrants classified as liability — — — — $ — $ — $ 5,683 $ 5,683 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Nine Months Ended 2015 Balance at beginning of period $ 5,310 Acquired — Changes to liability-classified stock awards 2,964 Settled — Conversion of warrants to equity (5,070 ) Net increase in fair value 2,479 Balance at end of period $ 5,683 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except share and per share data): Three Months Ended Nine Months Ended 2014 2015 2014 2015 Net loss $ (6,271 ) $ (6,891 ) $ (9,885 ) $ (49,831 ) Basic and diluted shares: Weighted average common shares outstanding 43,015,151 111,329,917 39,258,879 84,195,227 Net loss per share attributable to common stockholders: Basic and diluted net loss per share applicable to common stockholders $ (0.15 ) $ (0.06 ) $ (0.25 ) $ (0.59 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2014 2015 2014 2015 Stock options 10,743,878 11,904,577 11,329,156 11,914,369 Restricted Stock Units — 148,188 — 60,204 Warrants 203,030 203,030 203,030 203,030 Convertible preferred stock 53,448,243 — 53,448,243 21,731,703 Total anti-dilutive securities 64,395,151 12,255,795 64,980,429 33,909,306 |
Segment and Geographic Inform21
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table summarizes revenue by geographic area (in thousands): Three Months Ended Nine Months Ended 2014 2015 2014 2015 United States $ 37,311 $ 51,593 $ 104,119 $ 145,326 International 10,323 14,103 26,560 40,278 Revenue $ 47,634 $ 65,696 $ 130,679 $ 185,604 |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 21, 2015USD ($)$ / sharesshares | Mar. 25, 2015 | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from initial public offering | $ 199,467 | $ 0 | ||
Reverse stock split conversion ratio | 0.5 | |||
IPO | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued | shares | 13,333,333 | |||
Share price | $ / shares | $ 16 | |||
Proceeds from initial public offering | $ 194,400 | |||
Underwriting discount | 13,900 | |||
Other offering expense | $ 5,100 | |||
Sale of stock by stockholders | shares | 5,833,332 | |||
Conversion of preferred stock warrants into common stock warrants | shares | 203,030 | |||
Convertible preferred stock | IPO | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion of convertible preferred stock into common stock, shares | shares | 53,448,243 | |||
Accrued Expenses and Other Current Liabilities | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Prior period reclassification adjustment | $ 4,600 |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies - Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 16, 2016 | Mar. 31, 2015 | Jun. 18, 2014 | Apr. 29, 2014 | Jun. 30, 2015 | Sep. 30, 2014 | Feb. 16, 2016 |
Business Acquisition [Line Items] | |||||||
Revenue | $ 132,483 | ||||||
Net loss | $ (10,887) | ||||||
Basic and diluted net loss per share | $ (0.27) | ||||||
Jarvis Labs, Inc | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 3,200 | ||||||
Cash paid in business acquisition | $ 1,000 | ||||||
Number of shares issued for business acquisition | 212,552 | ||||||
Fair value of shares issued for business acquisition | $ 2,200 | ||||||
Shares issued | 328,580 | ||||||
Fair value of shares issued | $ 3,400 | ||||||
Vesting period | 3 years | ||||||
Decrease in goodwill since acquisition | $ 200 | ||||||
Incubart SAS | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 30,800 | ||||||
Cash paid in business acquisition | $ 300 | $ 4,200 | |||||
Number of shares issued for business acquisition | 2,439,847 | ||||||
Fair value of shares issued for business acquisition | $ 25,500 | ||||||
Shares issued | 599,497 | ||||||
Fair value of shares issued | $ 6,300 | ||||||
Vesting period | 3 years | ||||||
Decrease in goodwill since acquisition | $ 400 | ||||||
Put Option | Incubart SAS | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from sale of options indexed to issuers' equity | $ 100 | ||||||
Liability | $ 100 | ||||||
Put Option | Minimum | Incubart SAS | |||||||
Business Acquisition [Line Items] | |||||||
Price per share (USD per share) | $ 4 | ||||||
Put Option | Maximum | Incubart SAS | |||||||
Business Acquisition [Line Items] | |||||||
Price per share (USD per share) | $ 8.26 | ||||||
Forecast | Incubart SAS | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid in business acquisition | $ 800 | $ 5,300 |
Debt (Details)
Debt (Details) - Revolving Credit Facility | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | May. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 50,000,000 | $ 35,000,000 | |
Line of credit, maximum available borrowing capacity | $ 50,000,000 | ||
Line of credit, maximum available borrowing capacity, minimum increment of increase | $ 10,000,000 | ||
Total leverage ratio | 3.50 | ||
Outstanding borrowings | $ 0 | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | 10,000,000 | ||
Bridge Loan | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 15,000,000 | ||
Federal Funds Effective Swap Rate | |||
Debt Instrument [Line Items] | |||
Line of credit, basis spread on variable interest rate | 0.50% | ||
One-Month London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Line of credit, basis spread on variable interest rate | 1.00% | ||
Minimum | One-Month London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Line of credit, basis spread on variable interest rate | 1.00% | ||
Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Line of credit, basis spread on variable interest rate | 0.00% | ||
Maximum | One-Month London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Line of credit, basis spread on variable interest rate | 1.25% | ||
Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Line of credit, basis spread on variable interest rate | 0.25% |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Options Granted Using the Black-Scholes Pricing Model (Details) - Stock options | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility, minimum | 44.10% | 45.90% | 40.40% | 45.90% |
Volatility, maximum | 44.70% | 48.00% | 45.00% | 49.00% |
Risk-free interest rate, minimum | 1.70% | 1.90% | 1.30% | 1.70% |
Risk-free interest rate, maximum | 1.90% | 2.00% | 1.90% | 2.00% |
Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years | 5 years 8 months 12 days | 5 years 6 months | 5 years 6 months |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-based Compensation - Allo
Stock-based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,923 | $ 2,747 | $ 9,717 | $ 6,008 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 149 | 357 | 681 | 731 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 120 | 59 | 349 | 131 |
Product development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 756 | 333 | 1,981 | 995 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,898 | $ 1,998 | $ 6,706 | $ 4,151 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense-acquisitions | $ 700 | $ 1,400 | $ 3,158 | $ 1,796 |
2015 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of additional shares issued annually | 7,050,000 | |||
Percentage of outstanding stock | 5.00% | |||
Shares reserved for future issuance | 14,100,000 | 14,100,000 | ||
Number of shares authorized | 15,068,816 | 15,068,816 | ||
Number of shares available for grant | 14,377,502 | 14,377,502 | ||
Options granted in period (in shares) | 102,313 | 1,512,324 | ||
Weighted average grant date fair value of options | $ 6.70 | $ 7.10 | ||
2015 Equity Incentive Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Term for options | 10 years | |||
Stock option requisite service period | 4 years | |||
2015 Equity Incentive Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock granted in period (in shares) | 146,727 | 201,875 | ||
Weighted average grant date fair value of restricted stock | $ 16.63 | $ 16.53 | ||
2006 Plan Eligible for 2015 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 12,653,075 | 12,653,075 | ||
Tranche One | 2015 Equity Incentive Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting rights, percentage | 25.00% | |||
Tranche One | 2015 Equity Incentive Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting rights, percentage | 25.00% | |||
Tranche Two | 2015 Equity Incentive Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting period | 36 months | |||
Tranche Two | 2015 Equity Incentive Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option vesting period | 3 years |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jan. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||||
Deferred tax liability for gain in revised corporate structure transaction | $ 67.8 | |||
Deferred tax charge related to deferred tax liability | $ 67.8 | |||
Deferred charge amortization period | 5 years | 5 years | ||
Deferred charge amortized to income tax expense | $ 3.7 | $ 11.3 | ||
Amortization of deferred charges related to unrecognized tax benefits | 1.1 | 3.4 | ||
Unrecognized tax benefits that would impact effective tax rate favorably | 5.5 | 5.5 | ||
Deferred charge related to unrecognized tax benefits | 20.2 | 20.2 | ||
Tax benefit recognized from research and development tax credit | 4.5 | |||
Other Liabilities | ||||
Income Tax Contingency [Line Items] | ||||
Increase in unrecognized tax benefits | 20.4 | |||
Unrecognized tax benefits | $ 20.8 | $ 20.8 | $ 0.4 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 20,938 | $ 22,714 |
Asset | 41,412 | 41,898 |
Liability | 5,683 | 5,310 |
Put option classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 3 | 16 |
Acquisition–related contingent consideration classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 5,680 | 3,374 |
Warrants classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 1,920 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 19,778 | 20,288 |
U.S. Government bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,160 | 2,426 |
U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 20,474 | 19,184 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 20,938 | 22,714 |
Asset | 41,412 | 41,898 |
Liability | 0 | 0 |
Level 1 | Put option classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Level 1 | Acquisition–related contingent consideration classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Level 1 | Warrants classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 19,778 | 20,288 |
Level 1 | U.S. Government bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,160 | 2,426 |
Level 1 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 20,474 | 19,184 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Asset | 0 | 0 |
Liability | 0 | 0 |
Level 2 | Put option classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Level 2 | Acquisition–related contingent consideration classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Level 2 | Warrants classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 0 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | U.S. Government bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Asset | 0 | 0 |
Liability | 5,683 | 5,310 |
Level 3 | Put option classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 3 | 16 |
Level 3 | Acquisition–related contingent consideration classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 5,680 | 3,374 |
Level 3 | Warrants classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | 1,920 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | U.S. Government bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 | $ 0 |
Fair Value Measurements - Sch30
Fair Value Measurements - Schedule of Unobservable Inputs Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 5,310 |
Acquired | 0 |
Changes to liability-classified stock awards | 2,964 |
Settled | 0 |
Conversion of warrants to equity | (5,070) |
Net increase in fair value | 2,479 |
Balance at end of period | $ 5,683 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (6,891) | $ (6,271) | $ (49,831) | $ (9,885) |
Basic and diluted shares: | ||||
Weighted average common shares outstanding | 111,329,917 | 43,015,151 | 84,195,227 | 39,258,879 |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted net loss per share applicable to common stockholders (in dollars per share) | $ (0.06) | $ (0.15) | $ (0.59) | $ (0.25) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Shares Excluded from the Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 12,255,795 | 64,395,151 | 33,909,306 | 64,980,429 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 11,904,577 | 10,743,878 | 11,914,369 | 11,329,156 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 148,188 | 0 | 60,204 | 0 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 203,030 | 203,030 | 203,030 | 203,030 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share | 0 | 53,448,243 | 21,731,703 | 53,448,243 |
Segment and Geographic Inform33
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue, Major Customer [Line Items] | ||||
Revenue | $ 65,696 | $ 47,634 | $ 185,604 | $ 130,679 |
United States | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue | 51,593 | 37,311 | 145,326 | 104,119 |
International | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue | $ 14,103 | $ 10,323 | $ 40,278 | $ 26,560 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Non-income Tax Obligations | ||
Loss Contingencies [Line Items] | ||
Non-income tax obligation reserve | $ 2.6 | $ 3.5 |