Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 08, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | TREMOR VIDEO INC. | ||
Entity Central Index Key | 1,375,796 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 124.7 | ||
Entity Common Stock, Shares Outstanding | 52,563,181 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 59,887 | $ 77,787 |
Accounts receivable, net of allowance for doubtful accounts of $69 and $883 as of December 31, 2015 and 2014, respectively | 70,778 | 46,765 |
Prepaid expenses and other current assets | 3,721 | 1,571 |
Deferred tax assets, short-term | 194 | |
Total current assets | 134,386 | 126,317 |
Long-term assets: | ||
Restricted cash | 600 | 600 |
Property and equipment, net of accumulated depreciation of $6,716 and $5,027 as of December 31, 2015 and 2014, respectively | 10,094 | 5,574 |
Intangible assets, net of accumulated amortization of $24,488 and $20,148 as of December 31, 2015 and 2014, respectively | 11,469 | 15,552 |
Goodwill | 10,781 | 29,719 |
Other assets | 794 | 243 |
Total long-term assets | 33,738 | 51,688 |
Total assets | 168,124 | 178,005 |
Current liabilities: | ||
Accounts payable and accrued expenses | 58,742 | 37,258 |
Deferred rent, short-term | 401 | 20 |
Contingent consideration on acquisition, short-term | 987 | |
Deferred revenue | 108 | 15 |
Total current liabilities | 60,238 | 37,293 |
Long-term liabilities: | ||
Deferred rent | 5,237 | 745 |
Contingent consideration on acquisition | 443 | |
Deferred tax liabilities | 510 | 194 |
Other liabilities | 264 | |
Total liabilities | $ 66,692 | $ 38,232 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value: 250,000,000 shares authorized as of December 31, 2015 and 2014, respectively; 52,214,384 and 51,106,254 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 5 | $ 5 |
Additional paid-in capital | 279,136 | 274,094 |
Accumulated other comprehensive (loss) income | (55) | 98 |
Accumulated deficit | (177,654) | (134,424) |
Total stockholders' equity | 101,432 | 139,773 |
Total liabilities and stockholders' equity | $ 168,124 | $ 178,005 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 69 | $ 883 |
Property and equipment, accumulated depreciation | 6,716 | 5,027 |
Intangible assets, accumulated amortization | $ 24,488 | $ 20,148 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 52,214,384 | 51,106,254 |
Common stock, shares outstanding | 52,214,384 | 51,106,254 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Operations | |||
Revenue | $ 173,837 | $ 159,487 | $ 131,796 |
Cost of revenue | 99,266 | 101,673 | 77,925 |
Gross profit | 74,571 | 57,814 | 53,871 |
Operating expenses: | |||
Technology and development | 20,171 | 16,992 | 11,637 |
Sales and marketing | 48,879 | 42,623 | 38,496 |
General and administrative | 17,279 | 14,712 | 10,950 |
Depreciation and amortization | 8,344 | 6,675 | 6,310 |
Impairment charges | 22,665 | ||
Total operating expenses | 117,338 | 81,002 | 67,393 |
Loss from operations | (42,767) | (23,188) | (13,522) |
Interest and other income, net: | |||
Interest expense | (10) | (4) | (127) |
Other income, net | 30 | 46 | 339 |
Total interest and other income, net | 20 | 42 | 212 |
Loss before provision for income taxes | (42,747) | (23,146) | (13,310) |
Provision for income taxes | 483 | 343 | 206 |
Net loss | (43,230) | (23,489) | (13,516) |
Series F preferred stock deemed dividend | 15,849 | ||
Net loss attributable to common stockholders | $ (43,230) | $ (23,489) | $ (29,365) |
Net loss per share attributable to common stockholders: | |||
Basic and diluted (in dollars per share) | $ (0.84) | $ (0.46) | $ (1.02) |
Weighted-average number of shares of common stock outstanding: | |||
Basic and diluted (in shares) | 51,684,397 | 50,637,541 | 28,761,700 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Comprehensive Loss | |||
Net loss | $ (43,230) | $ (23,489) | $ (13,516) |
Series F preferred stock deemed dividend | 15,849 | ||
Net loss attributable to common stockholders | (43,230) | (23,489) | (29,365) |
Other comprehensive loss | |||
Foreign currency translation adjustments | (153) | (97) | (150) |
Comprehensive loss attributable to common stockholders | $ (43,383) | $ (23,586) | $ (29,515) |
Consolidated Statements of Mand
Consolidated Statements of Mandatorily Redeemable Convertible Preferred Stock and Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Preferred Stock. | [2] | Common StockSeries F | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2012 | $ 162,466 | [1] | $ 1 | [1],[3] | $ 17,752 | $ 345 | $ (81,570) | $ (63,472) | ||
Balance (in shares) at Dec. 31, 2012 | [1] | 32,563,192 | 7,722,262 | [3] | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Accretion of issuance costs | $ 191 | [1] | (191) | (191) | ||||||
Common stock issuance, net of $8,402 issuance costs | $ 1 | [1],[3] | 66,597 | 66,598 | ||||||
Common stock issuance (in shares) | [1],[3] | 7,500,000 | ||||||||
Conversion of preferred stock | $ (162,657) | [1] | $ 3 | [1],[3] | 162,654 | 162,657 | ||||
Conversion of preferred stock (in shares) | [1] | (32,563,192) | 32,587,453 | [3] | ||||||
Common stock issued in connection with the Series F preferred stock deemed dividend | 15,849 | (15,849) | ||||||||
Series F preferred stock deemed dividend (in shares) | [1],[3] | 1,584,863 | ||||||||
Reclassification of liability warrants to equity warrants | 790 | 790 | ||||||||
Exercise of warrants (in shares) | [1],[3] | 64,067 | ||||||||
Exercise of stock options awards | 912 | 912 | ||||||||
Exercise of stock options awards (in shares) | [1],[3] | 539,629 | ||||||||
Stock-based compensation expense | 3,404 | 3,404 | ||||||||
Net loss | (13,516) | (13,516) | ||||||||
Foreign currency translation adjustments | (150) | (150) | ||||||||
Balance at Dec. 31, 2013 | $ 5 | [1],[3] | 267,767 | 195 | (110,935) | 157,032 | ||||
Balance (in shares) at Dec. 31, 2013 | [1],[3] | 49,998,274 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Exercise of stock options awards | 767 | 767 | ||||||||
Exercise of stock options awards (in shares) | [1],[3] | 773,411 | ||||||||
Stock-based compensation expense | 4,607 | 4,607 | ||||||||
Common stock issued for settlement of restricted stock units net of 173,707 and 210,029 shares withheld to satisfy income tax withholding obligations for the years 2014 and 2015 respectively | 953 | 953 | ||||||||
Common stock issued for settlement of restricted stock units net of 173,707 and 210,029 shares withheld to satisfy income tax withholding obligations for the years 2014 and 2015 respectively (in shares) | [1],[3] | 334,569 | ||||||||
Net loss | (23,489) | (23,489) | ||||||||
Foreign currency translation adjustments | (97) | (97) | ||||||||
Balance at Dec. 31, 2014 | $ 5 | [1],[3] | 274,094 | 98 | (134,424) | 139,773 | ||||
Balance (in shares) at Dec. 31, 2014 | [1],[3] | 51,106,254 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Exercise of stock options awards | 108 | $ 108 | ||||||||
Exercise of stock options awards (in shares) | 165,292 | [1],[3] | 165,292 | |||||||
Stock-based compensation expense | 4,002 | $ 4,002 | ||||||||
Common stock issued for settlement of restricted stock units net of 173,707 and 210,029 shares withheld to satisfy income tax withholding obligations for the years 2014 and 2015 respectively | 220 | 220 | ||||||||
Common stock issued for settlement of restricted stock units net of 173,707 and 210,029 shares withheld to satisfy income tax withholding obligations for the years 2014 and 2015 respectively (in shares) | [1],[3] | 573,690 | ||||||||
Common stock issuance in connection with employee stock purchase plan | 712 | 712 | ||||||||
Common stock issuance in connection with employee stock purchase plan (in shares) | [1],[3] | 369,148 | ||||||||
Net loss | (43,230) | (43,230) | ||||||||
Foreign currency translation adjustments | (153) | (153) | ||||||||
Balance at Dec. 31, 2015 | $ 5 | [1],[3] | $ 279,136 | $ (55) | $ (177,654) | $ 101,432 | ||||
Balance (in shares) at Dec. 31, 2015 | [1],[3] | 52,214,384 | ||||||||
[1] | All share amounts have been restated to reflect a 1-for-1.5 reverse stock split, refer to note 12. | |||||||||
[2] | Preferred Stock, at December 31, 2012, included several series of preferred stock, refer to note 12. | |||||||||
[3] | Common Stock, at December 31, 2012, included two series of common stock, refer to note 12. |
Consolidated Statements of Man7
Consolidated Statements of Mandatorily Redeemable Convertible Preferred Stock and Changes in Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015shares | Dec. 31, 2014shares | |
Consolidated Statements of Mandatorily Redeemable Convertible Preferred Stock and Changes in Stockholders' Equity (Deficit) | ||
Reverse stock split ratio | 0.67 | 0.67 |
Common stock withheld to satisfy income tax withholding obligations relating to restricted stock units (in shares) | 210,029 | 173,707 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (43,230) | $ (23,489) | $ (13,516) |
Adjustments required to reconcile net loss to net cash (used in) provided by operating activities: | |||
Impairment charges | 22,665 | ||
Depreciation and amortization expense | 8,344 | 6,675 | 6,310 |
Stock-based compensation expense | 4,007 | 4,622 | 3,404 |
Stock-based long-term incentive compensation expense | 436 | 673 | 1,614 |
Mark-to-market expense (income) | 113 | (6) | (313) |
Bad debt recovery | (87) | (16) | (19) |
Deferred tax benefit | (61) | ||
Net changes in operating assets and liabilities: | |||
Increase in accounts receivable | (22,675) | (5,394) | (5,428) |
(Increase) decrease in prepaid expenses and other assets | (3,381) | 299 | (964) |
Increase in accounts payable and accrued expenses | 20,178 | 5,899 | 9,604 |
Increase in deferred rent and security deposits payable | 5,639 | 9 | 129 |
Increase (decrease) in deferred revenue | 93 | (256) | 61 |
Net cash (used in) provided by operating activities | (7,959) | (10,984) | 882 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (7,732) | (4,026) | (2,705) |
Changes in restricted cash | 621 | ||
Acquisition, net of cash acquired | (1,672) | ||
Net cash used in investing activities | (9,404) | (4,026) | (2,084) |
Cash flows from financing activities: | |||
Proceeds from common stock issuance, net of $8,402 issuance costs | 66,598 | ||
Repayment of amount outstanding under credit facility | (6,000) | ||
Proceeds from the exercise of stock option awards | 108 | 767 | 912 |
Tax withholdings related to net share settlements of restricted stock units | (494) | (565) | |
Net cash (used in) provided by financing activities | (386) | 202 | 61,510 |
Net (decrease) increase in cash and cash equivalents | (17,749) | (14,808) | 60,308 |
Effect of exchange rate changes in cash and cash equivalents | (151) | (96) | (150) |
Cash and cash equivalents at beginning of year | 77,787 | 92,691 | 32,533 |
Cash and cash equivalents at end of year | $ 59,887 | $ 77,787 | $ 92,691 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Consolidated Statements of Cash Flows | |
Issuance of common stock, issuance costs | $ 8,402 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Tremor Video, Inc. (the “Company”) is an advertising technology company that provides software for video advertising effectiveness. The Company’s buyer and seller platforms enable seamless transactions in a premium video marketplace by offering control and transparency to its clients. The Company’s technology optimizes performance of video ad campaigns across all screens, including computers, smartphones, tablets and TVs, to make advertising more relevant consumers and deliver maximum results for buyers and sellers. On August 3, 2015, the Company acquired all of the outstanding shares of The Video Network Pty Ltd, an Australian proprietary limited company (“TVN”). Refer to note 6 for further discussion. The Company is headquartered in the State of New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Tremor Video, Inc. and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The operating results of TVN have been included in the consolidated financial statements since the date of acquisition on August 3, 2015. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to fair values and useful lives of intangible assets, fair values of stock-based awards, income taxes, and contingent liabilities. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Concentrations of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company’s cash and cash equivalents may exceed federally insured limits at times. The Company has not experienced any losses on cash and cash equivalents to date. The Company determines collectability of its accounts receivable by performing ongoing credit evaluations and monitoring its customers’ accounts receivable balances. For new customers and their agents, which may be advertising agencies or other third-parties, the Company performs a credit check with an independent credit agency and may check credit references to determine creditworthiness. The Company only recognizes revenue when, among other factors, collection is reasonably assured. During the years ended December 31, 2015, 2014 and 2013, there were no advertisers that accounted for more than 10% of revenue. At December 31, 2015 and 2014, there were no advertisers that accounted for more than 10% of outstanding accounts receivables. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s cash and cash equivalents approximates their cost plus accrued interest because of the short-term nature of the instruments. Fair Value of Financial Instruments The Company utilizes fair value measurements when required. The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses approximate fair values as of December 31, 2015 and 2014 due to the short-term nature of those instruments. Restricted Cash At December 31, 2015 and 2014, the Company had total restricted cash outstanding of $600, which was used to collateralize a standby letter of credit for its former headquarters in New York, New York. Accounts Receivable, Net The Company extends credit to customers and generally does not require any security or collateral. Accounts receivable are recorded at the invoiced amount. The Company carries its accounts receivable balances at net realizable value. Management evaluates the collectability of its accounts receivable balances on a periodic basis and determines whether to provide an allowance or if any accounts should be written down and charged to expense as bad debt. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. An accounts receivable balance is considered past due if the Company has not received payments based on agreed-upon terms. The following table presents the changes in the allowance for doubtful accounts: Years Ended December 31, 2015 2014 2013 Allowance for doubtful accounts: Beginning balance $ $ $ Add: bad debt recovery ) ) ) Less: write-offs and other adjustments(1) ) ) ) Ending balance $ $ $ (1) During 2015, the Company wrote off $666 in accounts receivable balances related to a customer that was previously reserved for in 2010 as doubtful accounts, which remained uncollectible. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense on property and equipment is calculated using the straight-line method over the following estimated useful lives: Computer hardware 3 years Furniture and fixtures 7 years Computer software 3 years Office equipment 3 years Leasehold improvements are amortized over the shorter of the remaining life of the lease or the life of the asset. The cost of additions, and expenditures that extend the useful lives of existing assets, are capitalized, while repairs and maintenance costs are charged to operations as incurred. Impairment of Long-Lived Assets The Company periodically reviews long-lived assets, which consists of its property and equipment and intangible assets, for impairment in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. During the year ended December 31, 2015, the Company identified certain impairment indicators and conducted an impairment testing on certain property and equipment located at its former headquarters and certain intangible assets, specifically related to its customer relationships acquired in a historical acquisition, which indicated that the estimated fair value of these long-lived assets were below their carrying value. Accordingly, the Company recognized impairment charges of $566 and $1,209 related to its property and equipment and intangible assets, respectively, during the year ended December 31, 2015 to reduce the carrying values of these long-lived assets to their estimated fair values. During the year ended December 31, 2013, the Company performed an impairment test relating to customer relationships acquired in connection with certain intangible assets that the Company acquired in 2012 and, based on such test, concluded that it was impaired. The Company recorded an impairment amount of $132 to reduce the carrying value of this intangible asset, which is included as part of amortization expense for the year ended December 31, 2013. Other than the impairment losses above, the Company has not identified any other impairment losses on the remaining long-lived assets during the years ended December 31, 2015, 2014 and 2013. Goodwill and Intangible Assets, Net Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill and other intangible assets with indefinite lives for impairment annually as of October 1st, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company adopted FASB Accounting Standards Update (“ASU”) 2011-08, “Testing Goodwill for Impairment,” which gives companies the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company operates as one operating and reporting segment and, therefore, the Company assesses goodwill for impairment annually as one singular reporting unit, using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. During the year ended December 31, 2015, the Company determined that an impairment indicator was present that required it to perform an interim goodwill impairment analysis prior to October 1st for its reporting unit. This impairment indicator was a decrease in market capitalization below the carrying value of the Company’s net assets. As a result, the Company conducted a preliminary interim impairment test on its goodwill to determine if there was an impairment at the reporting unit level. In performing its interim impairment testing, the Company assessed a number of factors including operating results, business plans, anticipated future cash flows and marketplace data. Based on such test, the Company determined that the fair value was less than the reporting unit’s carrying value, which necessitated that it perform step two of the goodwill interim impairment test. In step two of the interim goodwill impairment testing, the Company estimated the implied fair value of goodwill to be below its carrying value. As a result, the Company recorded a goodwill impairment loss of $20,890 to reduce the carrying value of goodwill to its implied fair value. Based on the Company’s goodwill impairment testing on October 1st, there was no change to the Company’s goodwill impairment loss previously recorded during the third quarter of 2015. The Company did not identify any impairment of its goodwill at December 31, 2014 and 2013, and therefore, for the years ended December 31, 2014 and 2013, no impairment losses related to goodwill were recorded. The Company also reviews certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of intangible assets are measured by a comparison of the carrying amount of the asset or asset group, using an income approach, to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. As the Company operates as one business unit and our long-lived assets do not have identifiable cash flows that are independent of the other assets and liabilities of this business unit, the impairment testing on intangible assets is performed at the entity-level. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives on a straight-line method as follows: Technology 5 to 7 years Customer relationships 5 to 10 years Trademarks and trade names 5 to 7 years Deferred rent liability The Company recognizes and records rent expense related to its lease agreements, which include rent holidays, rent escalation provisions and renewal options, on a straight-line basis beginning on the commencement date over the term of the lease. The term of the lease begins on the date of possession, which is generally when the Company enters the leased premises. The Company does not assume renewal option terms in its determination of the lease term unless such renewal option is reasonably expected to be exercised upon lease inception. Any lease incentives, which may be in the form of reduced rent payments, rent holidays or landlord incentives, are considered in determining the straight-line rent expense to be recorded over the lease term. Differences between straight-line rent expense and actual rent payments are recorded as a deferred rent liability and presented as either a current or long-term liability in the consolidated balance sheets based on the term of the respective lease agreements. Revenue Recognition and Deferred Revenue The Company generates revenue from buyers and sellers who use its platforms for the purchase and sale of video advertising inventory. The Company recognizes revenue when four basic criteria are met: (1) persuasive evidence exists of an arrangement with the client reflecting the terms and conditions under which the services will be provided; (2) services have been provided or delivery has occurred; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. Collectability is assessed based on a number of factors, including the creditworthiness of a client and transaction history. For campaigns running through the Company’s buyer platform , the Company offers a number of different pricing models, including outcome-based pricing models where the Company is compensated only when viewers take certain actions or when certain campaign results are achieved, fixed cost per thousand impressions, or CPM, based pricing models where an advertiser pays based on the total number of ad impressions delivered and campaigns priced with a guaranteed demographic reach, or demo guarantees, where an advertiser pays based on the number of ad impressions delivered to a specific demographic. For campaigns sold on a CPM-basis, the Company recognizes revenue upon delivery of impressions, or delivery of impressions to a specific target demographic for CPM-priced ad campaigns with demo guarantees. With respect to the Company’s outcome-based pricing models, the Company recognizes revenue only when the specified action is taken or campaign result is achieved. Revenue generated from the Company’s buyer platform is reported on a gross basis, based primarily on the Company’s determination that it acts as the primary obligor in the delivery of advertising campaigns for buyers through the Company’s buyer platform. For transactions executed through the Company’s seller platform, which was launched in 2015, the Company acts as the agent on behalf of the seller that is making its inventory available to buyers. Revenue is recognized when the buyer purchases video advertising inventory from the seller on the Company’s seller platform. Revenue generated from the Tremor Video SSP is reported net of inventory costs that the Company remits to sellers. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the Company’s transactions. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. The determination of whether the Company is acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. Revenue generated, and costs incurred, related to the Company’s buyer platform are reported on a gross basis as the Company is the primary obligor and responsible for: (1) identifying and contracting with buyers and sellers; (2) responding to all service-related issues concerning the delivery of a campaign; (3) determining the ad inventory on which a campaign should run using the Company’s proprietary optimization and decisioning technology; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing responsibility for fulfillment of the advertising campaign. Revenue generated, and costs incurred, related to the Company’s seller platform are reported on a net basis as the Company is not the primary obligor in its seller platform transactions as: (1) the determination of whether to purchase inventory, and the price for such inventory, is generally determined by third party buyers (DSPs) through their real-time bidding technology; and (2) the Company does not generally take on inventory risk. The license fees for the Company’s licensed analytics solutions are based on the number of impressions being analyzed through these solutions. The Company recognizes revenue with respect to these solutions on a cost per impression basis based on the number of impressions being analyzed in a given month. Typically, the Company’s license terms are for one year periods. In limited cases, the Company charges a minimum monthly fee. The Company has discontinued selling its licensed analytics solutions as of December 31, 2015. As of December 31, 2015 and 2014, there were $108 and $15, respectively, of amounts either billed in excess of recognized revenue or for services for which cash payments were received in advance of the Company’s performance of the service under the arrangement and recorded as deferred revenue in the accompanying consolidated balance sheets. Cost of Revenue Cost of revenue primarily represents video advertising inventory costs, research costs, third-party hosting fees, and third-party serving fees incurred to deliver video ads. Cost of revenue also includes costs from licenses with third-party data providers utilized in the Company’s platforms. Substantially all of the cost of revenue for the Company’s buyer platform is attributable to video advertising inventory costs under seller contracts. . The Company recognizes cost of revenue on a seller-by-seller basis upon delivery of an ad impression. Cost of revenue for the Company’s seller platform primarily consists of third-party hosting fees. Certain of the Company’s contracts with sellers contain minimum percentage fill rates on qualified video ad requests, which effectively means that the Company must purchase this inventory from its exclusive sellers even if the Company lacks a video advertising campaign to deliver to these video ad impressions. The Company recognizes the difference between the contractually required fill rate and the number of video ads actually delivered on the seller’s website, if any, as a cost of revenue as of the end of each applicable monthly period. Historically, the impact of the difference between the contractually required fill rate and the number of ads delivered has not been material. Costs owed to sellers but not yet paid are recorded in the consolidated balance sheets as accounts payable and accrued expenses. Technology and Development Expenses Technology and development costs primarily consist of salaries, incentive compensation, stock-based compensation and other personnel-related costs for development, network operations and engineering personnel. Additional expenses in this category include costs related to development, quality assurance and testing of new technology, maintenance and enhancement of the Company’s existing technology and infrastructure as well as consulting, travel and other related overhead. The Company engages third-party consulting firms for various technology and development efforts, such as documentation, quality assurance, and support. Due to the rapid development and changes in the Company’s business and underlying technology to date, the Company has expensed development costs in the same period that those costs were incurred. Sales and Marketing Expenses Sales and marketing expenses primarily consist of salaries, incentive compensation, stock-based compensation and other personnel-related costs for sales, marketing and creative employees and the buyer focused, seller focused and licensing solution focused sales and sales support employees. Additional expenses in this category include marketing programs, consulting, travel and other related overhead. These costs are expensed when incurred and are included in sales and marketing expenses. Advertising costs, which are comprised of print and internet advertising, were $26, $688 and $833 for the years ended December 31, 2015, 2014 and 2013, respectively. Stock-Based Compensation Expenses The Company accounts for stock-based compensation expense under FASB ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, “ Equity-Based Payments to Non-Employees ,” which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees. The Company measures its stock-based payment awards based on its estimate of the fair value of such award using an option-pricing model, for stock option awards, and the fair value of the Company’s common stock on the date of grant, for restricted stock unit awards. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its stock-based payment awards, which have graded vesting criteria based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures. In the event of modification of the conditions on which stock-based payment awards were granted, an additional expense is recognized for any modification that increases the total fair value of the stock-based payment arrangement or is otherwise beneficial to the employee, other service provider or non-employee at the modification date. Income Taxes Income taxes represents amounts paid or payable (or received or receivable) for the current year and includes any changes in deferred taxes during the year. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as non-current. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. As a result of the Company’s historical operating performance and the cumulative net losses incurred to date, the Company does not have sufficient objective evidence to support the recovery of the deferred tax assets. Accordingly, the Company has established a valuation allowance against substantially all of its deferred tax assets for financial reporting purposes because the Company believes it is more likely than not that these deferred tax assets will not be realized. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in its provision for income taxes in the consolidated statements of operations. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for warrants to purchase common stock, stock option awards and restricted stock unit awards. Due to the Company’s net loss attributable to common stockholders: (i) warrants to purchase common stock; (ii) stock option awards; and (iii) restricted stock unit awards were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders is equal for the years presented. Comprehensive Loss Comprehensive loss consists of foreign currency translation adjustments. Total comprehensive loss and its components are presented in the accompanying consolidated statements of comprehensive loss. Foreign Currency Translation Adjustments The functional currency of the Company’s international subsidiaries is their local currency. The Company translates the financial statements of these subsidiaries to U.S. dollars using period-end exchange rates for assets and liabilities, and average exchange rates for revenue and expenses. Translation gains and losses are recorded in accumulated other comprehensive (loss) income as a component of stockholders’ equity. During the years ended December 31, 2015, 2014 and 2013, foreign currency translation adjustment losses of $153, $97, and $150, respectively, were recorded as a component of comprehensive loss in the consolidated financial statements. Realized and unrealized transaction gains and losses are included in the consolidated statements of operations in the period in which they occur, except on inter-company balances considered to be long-term. Transaction gains and losses on inter-company balances which are considered to be long-term are recorded in accumulated other comprehensive (loss) income. The Company considers its inter-company balances to be long-term in nature. Net (losses) gains resulting from transactions denominated in foreign currencies was accounted for in the Company’s consolidated statements of operations and totaled $(4), $(14), and $12 during the years ended December 31, 2015, 2014 and 2013, respectively. Recently Issued Accounting Pronouncements FASB Accounting Standards Update No. 2016-02 — Leases (Topic 842) In February 2016, the FASB issued an Accounting Standards Update (“ASU”), which clarifies and improves existing authoritative guidance related to leasing transactions. This update will require the recognition of lease assets and lease liabilities on the balance sheet and disclosing information about material leasing arrangements. This update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that the update will have on its consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2015-17 — Income Taxes (“Topic 740”): Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued an Accounting Standards Update (“ASU”), which requires deferred tax assets and liabilities be classified and presented as non-current on the balance sheet. This update is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this update in the fourth quarter of 2015 on a prospective basis. All prior year balances were not retrospectively adjusted. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2015-16 — Business Combinations (“Topic 805”): Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued an ASU, which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Pursuant to this update, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that the update will have on its consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2014-09 — Revenue from Contracts with Customers In May 2014, the FASB issued an ASU that provides a comprehensive model for recognizing revenue with customers. This update clarifies and replaces all existing revenue recognition guidance within U.S. GAAP and may be adopted retrospectively for all periods presented or adopted using a modified retrospective approach. This update is effective for annual and interim periods beginning after December 15, 2016. In July 2015, FASB deferred the effective date by one year to December 15, 2017 (beginning with the Company’s first quarter in 2018) and permitting early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the adoption method to apply and the impact that the update will have on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: · Level 1 . Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; · Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and · Level 3. Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis December 31, 2015 December 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds(1) $ $ — $ — $ $ $ — $ — $ Total assets $ $ — $ — $ $ $ — $ — $ Liabilities: Contingent consideration on acquisition liability(2) $ — $ — $ $ $ — $ — $ — $ — Total liabilities $ — $ — $ $ $ — $ — $ — $ — (1) Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximates its fair value. Amounts above do not include $18,303 and $9,217 of operating cash balances as of December 31, 2015 and 2014, respectively. (2) On August 3, 2015 (the “Acquisition Date”), the Company acquired all of the outstanding shares of TVN. The total purchase price includes contingent payments of up to $8,896 (approximately $12,200 Australian dollars based on the currency exchange rate on the date of acquisition) payable over two years contingent on the operating performance of TVN reaching certain financial milestones in each of its 2016 and 2017 fiscal years (which period includes July 1 through June 30 of each calendar year). Subsequent to the Acquisition Date, the Company and TVN Sellers mutually agreed to modify certain financial milestones and reduced the eligible contingent payments from up to $8,896 ($12,200 Australian dollars based on the currency exchange rate on the Acquisition Date) to up to $7,651 (approximately $10,470 Australian Dollars based on the currency exchange rate on the modification date). As of December 31, 2015, the Company estimated the fair value of contingent payments related to TVN sellers that are not subject to continued employment and TVN sellers that are subject to continued employment to be $926 and $504, respectively. In estimating the fair value of the contingent consideration, the Company used a Monte-Carlo valuation model based on future expectations on reaching such financial milestones, other management assumptions, and the weighted-probabilities of possible payments. These assumptions were based on significant inputs not observed in the market and, therefore, represent a Level 3 measurement. Subsequent to the date of acquisition, the Company re-measured the estimated fair value of the contingent consideration at each reporting date with any changes in fair value recorded in the Company’s statements of operations. Any changes in the unobservable inputs could significantly impact the estimated fair value of the contingent consideration. Refer to note 6 for further discussion on the acquisition of TVN. Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The following table represents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the year ended December 31, 2015: 2015 Beginning balance at January 1, 2015 $ — Contingent consideration on acquisition Compensation expense(1) Mark-to-market expense(2) Foreign currency translation adjustment Ending balance at December 31, 2015 $ (1) Represents compensation expense as a result of continuing employment for certain TVN sellers from the date of acquisition through December 31, 2015. Refer to note 6 for further discussion on contingent consideration payments. (2) Refer to the table above regarding assumptions used for level 3 instruments. Amounts recorded as mark-to-market expense relating to level 3 instruments are recorded as other expense within other income, net in the Company’s consolidated statements of operations. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of: December 31, 2015 2014 Prepaid expenses and other current assets $ $ Prepaid rent Leasehold improvement incentives(1) — Total prepaid expenses and other current assets $ $ (1) The Company recorded $2,959 in amounts owed to the Company related to leasehold improvement incentives in connection with its office lease for its new headquarters with a corresponding amount recorded as part of deferred rent liability, of which $2,193 had been received from the landlord as of December 31, 2015. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, Net | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of: December 31, 2015 2014 Leasehold improvements $ $ Computer hardware Furniture and fixtures Computer software Office equipment Total Less: accumulated depreciation ) ) Total property and equipment, net of accumulated depreciation $ $ The depreciation expense related to property and equipment was $3,404, $1,840, and $1,312 for the years ended December 31, 2015, 2014 and 2013, respectively. The Company recorded a $566 (includes disposal costs of $22) impairment charge for the year ended December 31, 2015. This impairment charge represents the remaining net carrying values of certain property and equipment located at its former headquarters, which were vacated and impaired during 2015 based on changes in expected use of the asset that indicated the carry amount may not be recoverable. Accordingly, the Company recorded a reduction of $2,251 to the cost and $1,707 to the accumulated depreciation balances. The Company recorded a reduction of $431 to the cost and accumulated depreciation of fully depreciated equipment and leasehold improvements no longer in use for the year ended December 31, 2014. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Acquisition | |
Acquisition | 6. Acquisition On the Acquisition Date, the Company acquired all of the outstanding shares of TVN pursuant to a share sale agreement (the “SSA”) between the Company, Tremor Video (Australia) Pty Ltd., a wholly-owned subsidiary of the Company, and the sellers identified therein (the “TVN Sellers”). As consideration for the acquisition of the equity of TVN, the Company made an initial payment to the TVN Sellers of $2,217 ($3,040 Australian dollars based on the currency exchange rate on the Acquisition Date), subject to certain adjustments as set forth in the SSA, and is required to make payments of $277 ($380 Australian dollars based on the currency exchange rate on the Acquisition Date) on each of the first and second anniversary of the closing, respectively. The total consideration for the acquisition was subject to certain working capital adjustments pursuant to the SSA, which were finalized subsequent to the Acquisition Date. Based on the final adjustments for working capital, the Company paid an additional $482 to the TVN Sellers. In addition, the TVN Sellers are eligible to receive future cash payments over a term of two years contingent on the operating performance of TVN in reaching certain financial milestones in each of its 2016 and 2017 fiscal years (which period includes July 1 through June 30 of each calendar year). Subsequent to the Acquisition Date, the Company and TVN Sellers agreed to modify certain financial milestones and reduced the eligible contingent payments from $8,896 ($12,200 Australian dollars based on the currency exchange rate on the Acquisition Date) to $7,651 ($10,470 Australian Dollars based on the currency exchange rate on the modification date). In estimating the fair value of the contingent cash consideration, the Company used a Monte-Carlo valuation model based on future expectations on reaching such financial milestones, other management assumptions (including operating results, business plans, anticipated future cash flows, and marketplace data), and the weighted-probabilities of possible payments. As of the Acquisition Date, the Company estimated the fair value of the contingent consideration to be $2,822 ($3,870 Australian dollars based on the currency exchange rate on the Acquisition Date), of which the Company recorded $818 ($1,122 Australian dollars based on the currency exchange rate on the Acquisition Date) as pu rchase consideration for TVN related to TVN Sellers that are not subject to continued employment. This amount has been included within total liabilities in the Company’s consolidated balance sheet. The Company re-measured the estimated fair value of the contingent consideration and recorded $106 in mark-to-market expense as other expense within other income, net in the Company’s consolidated statements of operations ( refer to note 3 for further discussion on assumptions used to estimate the fair value of the contingent consideration ). For certain TVN Sellers, the payment of the contingent cash consideration is dependent upon continued employment through the date of payment. As a result, the estimated fair value of the contingent cash consideration relating to such TVN Sellers of $2,004 ($2,748 Australian dollars based on the currency exchange rate on the Acquisition Date) was excluded from the purchase consideration and such amounts will be recorded as compensation expense over two years (which period includes July 1 through June 30 of each calendar year). For the year ended December 31, 2015, the Company recorded $493 in compensation-related expenses in connection with the continued employment of certain of the TVN Sellers within sales and marketing expenses in its consolidated statements of operations. The total consideration transferred is allocated to the tangible and intangible assets acquired and liabilities assumed at the Acquisition Date, and are subject to adjustment during a measurement period of up to one year from the Acquisition Date. The measurement period provides the Company with the ability to adjust the fair values of acquired assets and liabilities assumed for new information that is obtained about events and circumstances that existed as of the Acquisition Date. Goodwill recognized in the TVN acquisition is not deductible for tax purposes. The Company incurred $892 of acquisition-related costs for the year ended December 31, 2015, of which $493 was included in sales and marketing expenses related to certain TVN Sellers that are subject to continued employment through the date of payment and $399 was included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of TVN have been included in the Company’s consolidated statements of operations since the Acquisition Date. The financial effect of this acquisition, individually and in the aggregate, was not material to the Company’s consolidated balance sheet and statement of operations as of and for the year ended December 31, 2015 and, therefore, proforma results are not presented. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets, Net | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net Goodwill is tested annually for impairment on October 1st of each year or more frequently if impairment indicators are present. The Company operates as one operating and reporting segment and, therefore, the Company assesses goodwill for impairment annually as one singular reporting unit, using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. During the year ended December 31, 2015, the Company determined that an impairment indicator was present that required it to perform an interim goodwill impairment analysis prior to October 1st for its reporting unit. This impairment indicator was a decrease in market capitalization below the carrying value of the Company’s net assets. As a result, the Company conducted a preliminary interim impairment test on its goodwill to determine if there was an impairment at the reporting unit level as of September 30, 2015. In performing its interim impairment testing, the Company assessed a number of factors including operating results, business plans, anticipated future cash flows and marketplace data. Based on such test, the reporting unit failed step one. Accordingly, the Company performed step two of the goodwill interim impairment test. In step two of the interim goodwill impairment testing, the Company estimated the implied fair value of goodwill to be below its carrying value. As a result, the Company recorded an estimated goodwill impairment loss of $20,890 to reduce the carrying value of goodwill to its implied fair value. As the Company concluded its goodwill impairment testing on October 1st, there was no change to the Company’s estimated goodwill impairment loss. The Company did not identify any impairment of its goodwill at December 31, 2014 and 2013, and therefore, for the years ended December 31, 2014 and 2013, no impairment losses related to goodwill were recorded. The changes in the carrying amount of goodwill as of December 31, 2015 were as follows: December 31, 2015 Gross Carrying Accumulated Net Carrying Amount Impairment Amount Beginning balance as of January 1, 2015 $ $ — $ Acquisition-related goodwill — Impairment of goodwill — ) ) Purchase price adjustment related to acquisition(1) — Ending balance as of December 31, 2015 $ $ ) $ (1) Includes $50 impact of foreign exchange transaction gains. The Company also reviews certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of intangible assets are measured by a comparison of the carrying amount of the asset or asset group, using an income approach, to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. As the Company operates as one business unit and the Company’s long-lived assets do not have identifiable cash flows that are independent of the other assets and liabilities of this business unit, the impairment testing on intangible assets is performed at the entity-level. In connection with the interim impairment testing on goodwill, the Company also conducted an impairment testing on certain intangible assets, specifically related to its customer relationships acquired in a historical acquisition, which indicated that the estimated fair value of those intangible assets were below their carrying value. Accordingly, the Company recognized an impairment charge related to its intangible assets of $1,209 during the year ended December 31, 2015 to reduce the carrying values of these intangible assets to their estimated fair values. The Company has not identified any other impairment losses on its remaining intangible assets as of December 31, 2015. Information regarding the Company’s acquisition-related intangible assets, net is as follows: December 31, 2015 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Technology $ $ ) $ Customer relationships(1) ) Trademarks and trade names(1) ) Domain name(2) — Total acquisition-related intangible assets, net $ $ ) $ December 31, 2014 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Technology $ $ ) $ Customer relationships ) Trademarks and trade names ) Non-competition agreements ) — Domain name(2) — Total acquisition-related intangible assets, net $ $ ) $ (1) In connection with the Company’s acquisition during the year ended December 31, 2015, the Company acquired the following identifiable acquisition-related intangible assets (a) $2,045 (including impact of foreign exchange transaction loss of $3) in customer relationships, and (b) $21 in trademarks and tradenames. (2) This intangible asset is considered to have an indefinite useful life and, therefore, not subject to amortization. The Company recorded a reduction of $600 to the gross carrying amount and accumulated amortization of fully amortized intangible assets as of December 31, 2015. Amortization expense amounted to $4,940 $4,835 and $4,998 for the years ended December 31, 2015, 2014 and 2013, respectively. The estimated future amortization expenses of the acquisition-related intangible assets that are considered to have a definite life, as of December 31, 2015, for the next five years and thereafter are as follows: 2016 $ 2017 2018 2019 2020 2021 and thereafter Total(1) $ (1) Total estimated future amortization expenses exclude any intangible assets considered to have an indefinite useful life. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | 8. Income Taxes The components of the Company’s loss before income tax provision for the years ended December 31, 2015, 2014 and 2013 are as follows: Years Ended December 31, 2015 2014 2013 Loss before provision for income taxes: Domestic $ ) $ ) $ ) Foreign ) ) Total loss before provision for income taxes $ ) $ ) $ ) The Company’s income tax provision, which consists of minimum U.S. state and local taxes and taxes from foreign jurisdictions, consists of the following: Years Ended December 31, 2015 2014 2013 Provision for current income taxes: U.S. federal $ — $ — $ — U.S. state and local Foreign Total provision for current income taxes Benefit for deferred income taxes: U.S. federal — — — U.S. state and local — — — Foreign ) — — Total benefit for deferred income taxes ) — — Total provision for income taxes $ $ $ A reconciliation between the U.S. federal statutory income tax rate to the effective tax rate, by applying such rates to loss before income tax provision, for the years ended December 31, 2015, 2014 and 2013 are as follows: Years Ended December 31, 2015 2014 2013 U.S. federal statutory income tax rate )% )% )% State income tax rate, net of U.S. federal tax benefit Stock-based compensation expense Change in income tax rates ) Change in deferred tax asset valuation Goodwill impairment charge — — Other ) Effective tax rate % % % Significant components of the Company’s deferred tax assets and liabilities are summarized as follows: December 31, 2015 2014 Deferred tax assets: Net operating losses and tax credits $ $ Stock-based compensation expense Deferred rent Depreciation and amortization expense Accrued expenses Allowance for doubtful accounts Other Total deferred tax assets before valuation allowance Less: valuation allowance ) ) Total deferred tax assets, net of valuation allowance Deferred tax liabilities: Intangible assets ) ) Depreciation and amortization expense — ) Other ) ) Total deferred tax liabilities ) ) Total deferred tax liabilities, net $ ) $ — For financial and tax reporting purposes, the Company incurred net operating losses in each period since its inception and, therefore, a significant portion of the deferred tax assets recognized relate to such net operating losses. In determining whether the Company may realize the benefits from these deferred tax assets, the Company considers all available objective and subjective evidence, both positive and negative. Based on the weight of such evidence, a valuation allowance on a jurisdiction by jurisdiction basis is necessary for some portion, or all, of the deferred tax assets since the Company cannot be assured that, more likely than not, such amounts will be realized. Based on the available objective and subjective evidence, including the Company’s history of net operating losses, management believes it is more likely than not that the deferred tax assets will not be fully realizable at December 31, 2015 and 2014. Accordingly, the Company provided a valuation allowance on substantially all of its deferred tax asset balance to reflect the uncertainty regarding the realizability of these assets for the periods presented. For the year ended December 31, 2015, the Company’s valuation allowance has increased by $9,129 to $45,932, compared to December 31, 2014. As of December 31, 2015, the Company has U.S. federal and state net operating loss carry-forwards of approximately $110,030 and $108,656, respectively, and foreign net operating loss carry-forwards of $6,787 and $6,253 related to its international subsidiaries in Germany and United Kingdom, respectively, which are available to reduce future taxable income in those jurisdictions. The U.S. federal net operating losses will expire in various years beginning in 2026 through 2035. The Company’ foreign net operating loss carry-forwards can be carried forward without limitation in each respective country. The U.S. federal net operating losses includes acquired tax loss carry-forwards of Transpera, Inc. (“Transpera”) and ScanScout, Inc. (“ScanScout”), which are subject to limitation on future utilization under Section 382 of the Internal Revenue Code of 1986 (“Section 382”). Section 382 imposes limitations on the availability of a company’s net operating losses after a more than 50 percentage point ownership change occurs. It is estimated that the effect of Section 382 will generally limit the amount of the net operating loss carry-forwards of Transpera and ScanScout that are available to offset future taxable income to approximately $160 and $2,220, respectively, annually. The overall determination of the annual loss limitation is subject to interpretation, and, therefore, the annual loss limitation could be subject to change. Included in the U.S. federal and state net operating loss carry-forwards, but not included in the table above, is approximately $3,885 of net operating losses from excess tax deductions attributable to equity compensation. The tax benefit of the excess tax deduction attributable to stock-based compensation expense will be recorded to additional paid-in-capital when it reduces U.S. federal income taxes payable. The Company did not record any amounts related to uncertain tax positions or tax contingencies at December 31, 2015 and 2014. As of December 31, 2015 and 2014, the primary tax jurisdictions in which the Company is subject to tax were the U.S. federal and state jurisdictions (primarily the State and City of New York), Australia, Canada, Singapore and United Kingdom. Since the Company is in a net operating loss position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a net operating loss carry-forward is available. The Company’s open tax years extend back to 2005. In the event that the Company concludes that it is subject to interest or penalties arising from uncertain tax positions, the Company will record interest and penalties as a component of provision for income taxes. No amounts of interest or penalties were recognized in the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 9. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of: December 31, 2015 2014 Trade accounts payable $ $ Accrued compensation, benefits and payroll taxes(1) Accrued cost of sales Other payables and accrued expenses Total accounts payable and accrued expenses $ $ (1) At December 31, 2015 and 2014, accrued compensation, benefits and payroll taxes includes $491 and $768 of stock-based long-term incentive compensation expense, respectively, related to the Company’s long-term sales incentive compensation plan. Payments earned under the plan for the 2014 plan year were paid in stock-based awards in August 2015. The Company issued an aggregate total of 189,003 shares to employees under its 2014 plan on account of such payments, net of 112,183 shares withheld to satisfy income tax withholding obligations in the amount of $266, which were remitted to tax authorities. Payments earned under the plan for the 2015 plan year will be made in stock-based awards to participants that remain employed with the Company through June 30, 2016, which will be paid in August 2016. If any participant in the Company’s long-term incentive compensation plan is not employed on June 30, 2016, such participant will forfeit any rights to receive payments under the plan for the 2015 plan year. |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2015 | |
Credit Facility | |
Credit Facility | 10. Credit Facility The Company is party to a Loan and Security Agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”), dated as of June 7, 2007, as amended. On October 20, 2014, the Company amended its Loan Agreement to, among other things: (i) increase the Company’s revolving credit facility from $25,000 to $32,500; (ii) add a letter of credit, foreign exchange and cash management facility in an aggregate amount of $2,500; (iii) reduce the Company’s interest rate from SVB’s prime rate plus 0.50% to SVB’s prime rate; (iv) increase the fee for unused capacity from 0.20% to 0.25% per year payable quarterly; (v) adjust the quick ratio financial covenant from 1.50 to 1.00 to 1.25 to 1.00; and (vi) extend the maturity date to December 30, 2016. On October 21, 2014, SVB issued an irrevocable standby letter of credit in the amount of $1,532 in favor of the landlord as additional collateral pursuant to the terms of the Company’s lease for its new headquarters. The irrevocable standby letter of credit can be drawn down from amounts available under the credit facility, was for a one-year term, which expired on October 21, 2015, and was automatically extended for an additional one-year term to October 21, 2016. In connection with delivery by the landlord of additional space under the Company’s lease for its headquarters, on December 11, 2015, the Company amended the irrevocable standby letter of credit to increase the amount from $1,532 to $2,332. As of December 31, 2015 and 2014, the Company did not have any borrowings outstanding under the credit facility. Pursuant to the credit facility, as amended, the Company can incur revolver borrowings up to the lesser of $32,500 and a borrowing base equal to 80.0% of eligible accounts receivable. Any outstanding principal amounts borrowed under the credit facility must be paid at maturity. Interest under the credit facility is payable monthly. The credit facility includes customary conditions to borrowing, covenants and events of default. The Company was in compliance with all covenants under the credit facility as of December 31, 2015 and 2014. As collateral for its obligations under the credit facility, the Company granted a first priority security interest to SVB in all assets of the Company other than intellectual property. The Company is also required to maintain all of its cash and cash equivalents at accounts with SVB, unless the Company maintains at least $30,000 of cash and cash equivalents with SVB, in which case the Company can maintain the excess with another banking institution. The Company has agreed not to pledge its intellectual property as collateral without SVB’s prior written consent. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Commitments The Company leases office space under non-cancellable operating lease agreements that expire at various dates. In addition, the Company utilizes co-location services for its servers and other computer hardware. These services are multi-year, non-cancellable agreements that are similar in form to a lease on office space. The Company also contracted for other marketing services under various non-cancellable agreements that expire at various dates through 2016. As of December 31, 2015, future minimum payment commitments required under the Company’s non-cancellable office space leases, including the lease for its headquarters and for its former headquarters (which the Company subleases), co-location agreements and marketing services, net of aggregate future sublease income, for the next five years and thereafter are as follows: 2016 $ 2017 2018 2019 2020 2021 and thereafter Total minimum operating commitments Less: non-cancelable sublease income ) Total operating commitments $ Total rent expense for the years ended December 31, 2015, 2014 and 2013 were $3,295, $1,733, and $1,479, respectively. Letters of Credit At December 31, 2015 and 2014, the Company had an outstanding letter of credit of $600 related to its former headquarters in New York, New York. Refer to note 10 for further discussion on the Company’s standby letter of credit relating to its New Lease. Legal Contingencies The Company is occasionally involved with various claims and litigation during the normal course of business. Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated. As of December 31, 2015 and 2014, no reserves were recorded. The determination of probability and the estimation of the actual amount of any such loss are inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. Based upon the Company’s experience, current information and applicable law, it generally does not believe it is reasonably probable that any proceedings or possible related claims will have a material effect on its financial statements. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. In November 2013, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York (the “District Court”) against the Company, its directors and certain of its executive officers, alleging certain misrepresentations by the Company in connection with its initial public offering concerning its business and prospects. On March 5, 2015, the District Court granted the Company’s motion to dismiss the lawsuit and entered judgment in the Company’s favor and on February 8, 2016, the United States Court of Appeals for the Second Circuit confirmed the judgment of the District Court. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | 12. Stockholders’ Equity Reverse Stock Split On June 13, 2013, the Company’s board of directors and stockholders approved an amendment and restatement of the Company’s amended and restated certificate of incorporation effecting a 1-for-1.5 reverse stock split of the Company’s issued and outstanding shares of preferred stock, common stock, and the renaming of the Series I common stock to common stock. The par value of the common stock was not adjusted as a result of the reverse stock split. The original issue prices for all series of preferred stock were proportionately adjusted to reflect the reverse stock split. All authorized, issued and outstanding shares of common stock, preferred stock and per share amounts presented in the consolidated financial statements have been retroactively adjusted to reflect this reverse stock split and the renaming of the “Series I common stock” to “common stock” for all periods presented. Amended and Restated Certificate of Incorporation On July 2, 2013, the Company’s board of directors and stockholders approved an amendment and restatement of the Company’s amended and restated certification of incorporation to, among other things, (i) increase the total number of shares of the Company’s common stock which the Company is authorized to issue to 250,000,000 shares, (ii) eliminate all references to the various series of preferred stock that were previously authorized (including certain protective measures held by the various series of preferred stock), except for the reference to 10,000,000 shares of undesignated preferred stock that may be issued, and with terms to be set, by the Company’s board of directors, which rights could be senior to those of the Company’s common stock, and (iii) eliminate all references to the series II common stock. Initial Public Offering On July 2, 2013, the Company closed its IPO of common stock in which the Company issued and sold 7,500,000 shares of common stock. Upon closing of the IPO, all of the Company’s outstanding preferred stock automatically converted into 34,172,316 shares of common stock, which includes a one-time $15,849 non-cash preferred stock deemed dividend related to the issuance of 1,584,863 of additional shares of common stock in connection with the Series F preferred stock ratchet provision (refer below for further discussion) and all of the Company’s outstanding Series II common stock automatically converted into 1,052,464 shares of common stock. In addition, the outstanding warrants to purchase preferred stock automatically converted into warrants to purchase 142,534 shares of common stock, and the warrants to purchase preferred stock liability of $790, which includes a $313 adjustment for the change in fair value from January 1, 2013 through July 2, 2013, was reclassified to additional paid-in capital. Series F Preferred Stock Ratchet Provision During the year ended December 31, 2013, the Company had several classes of $0.0001 par value preferred stock outstanding. The terms of the Company’s Series F preferred stock provided that the ratio at which each share of such series would automatically convert into shares of common stock would increase, from a 1:1 basis, if a qualified IPO price was below $13.997 per share, which represented the original issue price of $9.3314 (the “conversion price”) adjusted for other anti-dilution provisions pursuant to the terms of the Series F preferred stock. The Company therefore concluded that such conversion ratio and conversion price were contingently adjustable based on a future events and such effects would not be recognized in earnings until such contingency had been resolved, in this case July 2, 2013. Based on the Company’s IPO price of $10.00 per share, the conversion ratio automatically increased to a 1:1.3997 basis, with the conversion price automatically adjusting and decreasing to $6.6667 (the “adjusted conversion price”). As a result, on July 2, 2013 upon the closing of the Company’s IPO, the outstanding shares of Series F preferred stock automatically converted into an aggregate total of 5,549,989 shares of common stock, which included 1,584,863 additional shares of common stock related to the ratchet provision described above. As the fair value of the common stock to be received upon conversion (the IPO price of $10.00 per share) of the Series F preferred stock was greater than the adjusted conversion price, the conversion of the Series F preferred stock resulted in a beneficial conversion feature, analogous to a preferred stock dividend. The beneficial conversion feature was calculated as the difference between the number of shares of common stock each holder of such series would receive upon the automatic conversion and the number of shares contingently issuable just prior to the automatic conversion based on the initial conversion price multiplied by the IPO price of $10.00 per share, which represents the fair value of the common stock on the date of conversion. On July 2, 2013, the Company recorded a one-time $15,849 non-cash preferred stock deemed dividend related to the issuance of additional common shares resulting from the ratchet provision. Such non-cash preferred stock deemed dividend results in an increase to net loss to arrive at net loss attributable to common stockholders and, consequently, results in an adjustment to the Company’s computation of net loss per share attributable to common stockholders. Warrants to Purchase Preferred Stock and Common Stock Prior to the Company’s IPO in 2013, the Company issued certain warrants to purchase preferred stock in connection with its financing arrangements. These warrants to purchase preferred stock were exercisable at any time prior to expiration. The Company concluded that freestanding warrants and other similar instruments on shares that are redeemable (either put-able or mandatorily redeemable) were accounted for as liabilities, regardless of the timing of the redemption feature or price, even though the underlying shares may be classified as equity. On July 2, 2013, in connection with the closing of the Company’s IPO, all of the Company’s outstanding warrants to purchase preferred stock were converted into warrants to purchase common stock in the aggregate of 142,534 shares of common stock. This conversion resulted in the warrants to purchase common stock being reclassified to additional paid-in capital (refer to above discussion under “ Initial Public Offering ”). Mark-to-market income related to the fair value measurement of these warrants to purchase preferred stock was $313 for the year ended December 31, 2013 (through July 2, 2013). On July 25, 2013, SVB exercised, in full, the following warrants to acquire common stock pursuant to a cashless net exercise: (i) warrants to acquire 17,607 shares of common stock, net of 14,052 shares of common stock tendered to the Company, at an exercise price of $3.79 per share, with an expiration date of February 8, 2020, (ii) warrants to acquire 16,210 shares of common stock, net of 19,321 shares of common stock tendered to the Company, at an exercise price of $4.64 per share, with an expiration date of December 7, 2018 and (iii) warrants to acquire 30,250 shares of common stock, net of 5,270 shares of common stock tendered to the Company, at an exercise price of $1.27 per share, with an expiration date of June 7, 2017. The number of shares tendered to the Company to satisfy the exercise price for the warrants was based on the closing price of the Company’s common stock on July 24, 2013. In aggregate, the Company issued 64,067 shares of common stock to SVB in connection with these exercises. The following table summarizes the Company’s outstanding warrants to purchase common stock as of December 31, 2015: Exercise Price Warrants Grant Date Expiration Date Per Share Outstanding August 12, 2013 June 26, 2016 $ October 28, 2013 June 30, 2017 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Accumulated Other Comprehensive (Loss) Income | |
Changes in Accumulated Other Comprehensive (Loss) Income | 13. Changes in Accumulated Other Comprehensive (Loss) Income The following table provides the components of accumulated other comprehensive (loss) income: Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2015 $ $ Other comprehensive loss(1) ) ) Ending balance at December 31, 2015 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2014 $ $ Other comprehensive loss(1) ) ) Ending balance at December 31, 2014 $ $ (1) For the years ended December 31, 2015 and 2014, there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation Expense | |
Stock-Based Compensation Expense | 14. Stock-Based Compensation Expense The Company included stock-based compensation expense related to all of the Company’s stock-based payments awards in various operating expense categories for the years ended December 31, 2015, 2014 and 2013 as follows: Years Ended December 31, 2015 2014 2013 Stock-based compensation expense: Technology and development $ $ $ Sales and marketing(1) General and administrative Total stock-based compensation expense $ $ $ (1) Includes $5 and $15 in stock-based compensation expense related to a non-employee third-party stock grant issued in 2015 and 2014, respectively. Stock-Based Incentive Plans On June 26, 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”). The Company has stock option awards outstanding under five stock-based incentive plans as of December 31, 2015, including, in each case, two plans that were assumed as part of the acquisition of ScanScout. The Company has restricted stock unit awards outstanding, under its 2013 Plan, as of December 31, 2015. The Company’s initial share reserve under the 2013 Plan upon adoption was 1,333,333 shares of common stock. The number of shares reserved for issuance under the 2013 Plan increases automatically on the first day of January of each year, for a period of ten years, continuing through and including January 1, 2023, by the lesser of 4% of the total number of shares of common stock on the immediately preceding December 31 st , or a lesser number of shares determined by the Company’s board of directors. The maximum term for stock option awards granted under the 2013 Plan may not exceed ten years from the date of grant. The 2013 Plan will terminate ten years from the date of approval unless it is terminated earlier by the compensation committee of the board of directors. Stock Option Awards Outstanding The following table presents summary information of the Company’s stock option awards outstanding and exercisable under all plans as of December 31, 2015: Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Remaining Average Remaining Average Contractual Exercise Contractual Exercise Options Life Price Options Life Price Range of Exercise Prices Outstanding (Years) Per Share Exercisable (Years) Per Share $0.26 – $0.44 $ $ $0.53 – $0.84 $1.11 – $1.49 $1.90 – $3.72 $4.27 – $5.90 $8.15 – $9.64 The following table presents summary information of the Company’s stock option awards outstanding and exercisable under all plans as of December 31, 2015: Number of Weighted Stock Option Average Awards Exercise Price Outstanding Per Share Stock option awards outstanding as of December 31, 2014 $ Stock option awards granted(1) Stock option awards forfeited ) Stock option awards exercised ) Stock option awards outstanding as of December 31, 2015 Stock option awards vested and exercisable as of December 31, 2015 (1) Includes employment inducement awards granted to the Company’s newly appointed Chief Financial Officer (“CFO”) and Chief Technology Officer (“CTO”) on September 8, 2015 and October 20, 2015, respectively. These awards were comprised of stock option awards issued to the CFO and CTO to purchase 570,000 shares of the Company’s common stock at an exercise price of $1.94 per share and 350,000 shares of the Company’s common stock at an exercise price of $1.90 per share, respectively. The exercise prices of these awards represent the closing prices of the Company’s common stock on the date of grant. These awards were issued outside of the Company’s stockholder approved equity compensation plans, but are generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. Stock option awards are generally granted at the fair market value of the Company’s common stock on the date of grant, generally vest over periods up to four years, have a one year cliff with monthly vesting thereafter, and have terms not to exceed 10 years. Other selected information is as follows: Years Ended December 31, 2015 2014 2013 Aggregate fair value of stock option awards vested $ $ $ Aggregate intrinsic value of outstanding stock option awards Aggregate intrinsic value of stock option awards exercised Weighted-average grant-date fair value per share of stock option awards granted Cash proceeds received from stock option awards exercised The fair value for stock option awards granted under all plans was estimated at the date of grant using a Black-Scholes option pricing model. Calculating the fair value of the stock option awards requires subjective assumptions, including, but not limited to, the expected term of the stock option awards and stock price volatility. The Company estimates the expected life of stock option awards granted based on the simplified method, which the Company believes, is representative of the actual characteristics of the awards. The Company estimates the volatility of its common stock on the date of grant based on the historic volatility of comparable companies in its industry. Risk-free interest rates are based on yields from United States Treasury zero-coupon issues with a term consistent with the expected term of the awards in effect at the time of grant. Forfeitures are estimated at the time the stock option awards are granted based on actual historical pre-vesting forfeitures and revised, if necessary in subsequent periods, if actual forfeitures differ from those initial estimates to derive the Company’s best estimate of stock option awards that are expected to vest. The Company has never declared or paid any cash dividends and has no current plan to do so. Consequently, it used an expected dividend yield of zero. The following table presents the assumptions for stock option awards granted during the years ended December 31, 2015, 2014 and 2013: 2015 2014 2013 Volatility 34% - 43% 48% - 49% 47% - 54% Risk-free interest rate 1.60% - 1.73% 1.77% - 2.01% 0.86% - 1.88% Expected life (in years) 6.00 - 6.06 5.74 - 6.00 5.50 - 6.08 Dividend yield There was $2,703 of total unrecognized compensation cost related to non-vested stock option awards granted under the Company’s equity incentive plans as of December 31, 2015. This cost is expected to be recognized over a weighted-average period of 2.93 years. Non-vested Restricted Stock Unit (RSU) Awards Outstanding The following table presents a summary of the Company’s non-vested restricted stock unit award activity under all plans and related information for the year ended December 31, 2015: Number of Weighted Restricted Average Stock Grant Date Awards Fair Value Outstanding Per Share Non-vested restricted stock unit awards outstanding as of December 31, 2014 $ Restricted stock unit awards granted Restricted stock unit awards forfeited ) Restricted stock unit awards vested ) Non-vested restricted stock unit awards outstanding as of December 31, 2015 Years Ended December 31, 2015 2014 2013 Aggregate grant date fair value of restricted stock unit awards outstanding $ $ $ Restricted stock unit awards are generally granted at the fair market value of the Company’s common stock on the date of grant and vest on an annual basis over periods up to four years. Forfeitures are estimated at the time the restricted stock unit awards are granted based on actual historical pre-vesting forfeitures and revised, if necessary in subsequent periods, if actual forfeitures differ from those initial estimates to derive the Company’s best estimate of restricted stock unit awards that are expected to vest. As restricted stock unit awards vest, they are settled on a net-share basis. Upon settlement, certain shares underlying each restricted stock unit award are withheld to satisfy income tax withholding obligations, which is based on the value of the restricted stock unit award on the settlement date as determined by the closing fair market value of the Company’s common stock, relating to the employees’ minimum statutory obligation. There were $5,125 of total unrecognized compensation cost related to non-vested restricted stock unit awards granted under the Company’s equity incentive plans as of December 31, 2015. This cost is expected to be recognized over a weighted-average period of 3.26 years. Employee Stock Purchase Plan On April 22, 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which was approved by the Company’s stockholders at the 2014 annual meeting of stockholders on June 16, 2014. The 2014 ESPP allows eligible participants to purchase shares of the Company’s common stock generally at six-month intervals, or offering periods, at a price equal to 85% of the lower of (i) the fair market value at the beginning of the offering period or (ii) the fair market value at the end of the offering period, or the purchase date. Employees purchase shares of common stock through payroll deductions, which may not exceed 15% of their total base salary. The 2014 ESPP imposes certain limitations upon an employee’s right to purchase shares, including the following: (1) no employee may purchase more than 5,000 shares on any one purchase date and (2) no employee may purchase shares with a fair market value in excess of $25 in any calendar year. No more than 2,000,000 shares of common stock are reserved for future issuance under the 2014 ESPP. As of December 31, 2015, the Company had 1,630,852 shares of common stock reserved for future issuance under the 2014 ESPP. The fair value for each award under the 2014 ESPP was estimated at the date of grant, at the beginning of the offering period, using a Black-Scholes option pricing model. Calculating the fair value of the ESPP awards requires subjective assumptions, including, but not limited to, the expected term of the ESPP award and stock price volatility. The Company estimates the expected life of the awards granted under the 2014 ESPP based on the duration of the offering periods, which is six months. The Company estimates the volatility of its common stock on the date of grant based on the historic volatility of comparable companies in its industry. Risk-free interest rates are based on yields from United States Treasury zero-coupon issues with a term consistent with the expected term of the awards in effect at the time of grant. Forfeitures are estimated at the beginning of the offering period based on actual historical pre-vesting forfeitures and revised, if necessary in subsequent periods, if actual forfeitures differ from those initial estimates to derive the Company’s best estimate of shares that are expected to be purchased. The Company has never declared or paid any cash dividends and has no current plan to do so. Consequently, it used an expected dividend yield of zero. For the years ended December 31, 2015 and 2014, the following assumptions were used for awards issued under the 2014 ESPP: 2015 2014 Volatility 28% - 35% Risk-free interest rate 0.07% - 0.22% Expected life (in years) Dividend yield There was $31 of total unrecognized compensation cost related to awards under the 2014 ESPP as of December 31, 2015. This cost is expected to be recognized over a weighted-average period of less than one year. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | 15. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders: Years Ended December 31, 2015 2014 2013 Numerator: Net loss $ ) $ ) $ ) Series F preferred stock deemed dividend(1) — — Net loss attributable to common stockholders $ ) $ ) $ ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share attributable to common stockholders(1) Basic and diluted net loss per share attributable to common stockholders $ ) $ ) $ ) (1) On July 2, 2013, the Company closed its IPO in which the Company issued and sold 7,500,000 shares of common stock. Refer to note 12 for further discussion on the Company’s IPO. The following securities were outstanding during the years presented below and have been excluded from the calculation of diluted net loss per share attributable to common stockholders per share because the effect is anti-dilutive: Years Ended December 31, 2015 2014 2013 Warrants to purchase common stock Stock option awards Restricted stock unit awards Total anti-dilutive securities outstanding |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Employee Benefit Plan | |
Employee Benefit Plan | 16. Employee Benefit Plan The Company maintains a defined contribution retirement plan available to all eligible U.S. employees pursuant to Section 401(k) of the U.S. Internal Revenue Code (the “401(k) Plan”). Pursuant to the Company’s 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, subject to annual IRS contribution limits. The Company began a discretionary contribution matching of employee’s contributions in February 2014. The Company matched 50% of each participant’s eligible contributions, up to a maximum employer matching contribution of 3% of each participant’s eligible base salary. Participants will vest in such discretionary employer matching contributions over a three-year graded vesting period. Total employer matching contributions to the Company’s 401(k) Plan for the year ended December 31, 2015 and 2014 were $745 and $461, respectively. There were no employer matching contributions during the year ended December 31, 2013. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Disclosure of Cash Flow Information | |
Supplemental Disclosure of Cash Flow Information | 17. Supplemental Disclosure of Cash Flow Information Years Ended December 31, 2015 2014 2013 Supplemental disclosure of cash flow activities: Cash paid for income taxes $ $ — $ Cash paid for interest expense $ $ $ Supplemental disclosure of non-cash investing and financing activities: Common stock issued for settlement of restricted stock unit awards $ $ $ — Purchase of property and equipment in accounts payable and accrued expenses $ $ $ Contingent consideration on acquisition $ $ — $ — Common stock issued in connection with the conversion of preferred stock $ — $ — $ Common stock issued in connection with the Series F preferred stock deemed dividend $ — $ — $ Reclassification of liability warrants to equity warrants $ — $ — $ |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment and Geographic Information | |
Segment and Geographic Information | 18. Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is its Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has concluded that its operations constitute one operating and reportable segment. Substantially all assets were held in the United States as of each December 31, 2015 and 2014, and substantially all revenue was generated through sales personnel in the United States for the years ended December 31, 2015, 2014 and 2013. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Results of Operations (Unaudited) | |
Quarterly Results of Operations (Unaudited) | 19. Quarterly Results of Operations (Unaudited) On March 2, 2016, the Company concluded that its previously filed interim consolidated financial statements as of and for the quarterly periods ended March 31, June 30 and September 30, 2015 (“Relevant Periods”) should no longer be relied upon. For the year ended December 31, 2015, the Company reviewed certain technical accounting guidance affecting the presentation of revenue and costs of revenue as they relate to the Company’s seller platform, the Tremor Video SSP, which was introduced to market in the first quarter of 2015. Based on this review, the Company concluded that revenue generated by its seller platform should be reported net of inventory costs rather than on a gross basis, as had previously been reported. As a result, the Company determined that the previously issued quarterly financial statements for the Relevant Periods should be restated to reflect the reporting of revenue attributable to the Company’s seller platform on a net instead of a gross basis. The corrections have the effect of decreasing both revenue and cost of revenue in a like amount in the quarterly financial statements for each Relevant Period. The errors identified by management have been corrected in the quarterly financial statements included in the tables below. The effect of the restatement on the previously issued unaudited interim consolidated financial statements for the quarterly period ended March 31, 2015 was as follows: Three Months Ended March 31, 2015 As Reported Adjustments As Restated Revenue $ $ ) $ Cost of revenue ) Gross profit — Total operating expenses — Loss from operations ) — ) Total interest and other income, net — Loss before provision for income taxes ) — ) Provision for income taxes — Net loss $ ) $ — $ ) Basic and diluted net loss per share $ ) $ — $ ) Basic and diluted weighted-average number of shares outstanding(2) — The effect of the restatement on the previously issued unaudited interim consolidated financial statements for the quarterly period ended June 30, 2015 was as follows: Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue $ $ ) $ $ $ ) $ Cost of revenue ) ) Gross profit — — Total operating expenses — — Loss from operations ) — ) ) — ) Total interest and other income, net — — Loss before provision for income taxes ) — ) ) — ) Provision for income taxes — — Net loss $ ) $ — $ ) $ ) $ — $ ) Basic and diluted net loss per share $ ) $ — $ ) $ ) $ — $ ) Basic and diluted weighted-average number of shares outstanding(2) — — The effect of the restatement on the previously issued unaudited interim consolidated financial statements for the quarterly period ended September 30, 2015 was as follows: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue $ $ ) $ $ $ ) $ Cost of revenue ) ) Gross profit — — Total operating expenses — — Loss from operations ) — ) ) — ) Total interest and other income, net — — Loss before provision for income taxes ) — ) ) — ) Provision for income taxes — — Net loss $ ) $ — $ ) $ ) $ — $ ) Basic and diluted net loss per share $ ) $ — $ ) $ ) $ — $ ) Basic and diluted weighted-average number of shares outstanding(2) — — There was no effect to the Company’s interim consolidated financial statements for the quarterly period ended December 31, 2015, or for any quarter of 2014, which are shown below: Three Months Ended 2015 December 31, Revenue $ Gross profit $ Net loss $ ) Basic and diluted net loss per share $ ) Basic and diluted weighted-average number of shares outstanding(2) Three Months Ended 2014 March 31, June 30, September 30, December 31, Revenue $ $ $ $ Gross profit $ $ $ $ Net loss $ ) $ ) $ ) $ ) Basic and diluted net loss per share (1) $ ) $ ) $ ) $ ) Basic and diluted weighted-average number of shares outstanding(2) (1) Basic and diluted net loss per share is computed independently for each of the quarters presented. Therefore, the sum of all quarterly basic and diluted net loss per share may not equal the annual basic and diluted net loss per share. (2) Due to the Company’s net losses, all potentially dilutive securities are anti-dilutive and, therefore, basic and diluted weighted average common shares outstanding are equal for all periods presented. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Tremor Video, Inc. and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The operating results of TVN have been included in the consolidated financial statements since the date of acquisition on August 3, 2015. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to fair values and useful lives of intangible assets, fair values of stock-based awards, income taxes, and contingent liabilities. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company’s cash and cash equivalents may exceed federally insured limits at times. The Company has not experienced any losses on cash and cash equivalents to date. The Company determines collectability of its accounts receivable by performing ongoing credit evaluations and monitoring its customers’ accounts receivable balances. For new customers and their agents, which may be advertising agencies or other third-parties, the Company performs a credit check with an independent credit agency and may check credit references to determine creditworthiness. The Company only recognizes revenue when, among other factors, collection is reasonably assured. During the years ended December 31, 2015, 2014 and 2013, there were no advertisers that accounted for more than 10% of revenue. At December 31, 2015 and 2014, there were no advertisers that accounted for more than 10% of outstanding accounts receivables. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s cash and cash equivalents approximates their cost plus accrued interest because of the short-term nature of the instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company utilizes fair value measurements when required. The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, restricted cash, accounts payable and accrued expenses approximate fair values as of December 31, 2015 and 2014 due to the short-term nature of those instruments. |
Restricted Cash | Restricted Cash At December 31, 2015 and 2014, the Company had total restricted cash outstanding of $600, which was used to collateralize a standby letter of credit for its former headquarters in New York, New York. |
Accounts Receivable, Net | Accounts Receivable, Net The Company extends credit to customers and generally does not require any security or collateral. Accounts receivable are recorded at the invoiced amount. The Company carries its accounts receivable balances at net realizable value. Management evaluates the collectability of its accounts receivable balances on a periodic basis and determines whether to provide an allowance or if any accounts should be written down and charged to expense as bad debt. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. An accounts receivable balance is considered past due if the Company has not received payments based on agreed-upon terms. The following table presents the changes in the allowance for doubtful accounts: Years Ended December 31, 2015 2014 2013 Allowance for doubtful accounts: Beginning balance $ $ $ Add: bad debt recovery ) ) ) Less: write-offs and other adjustments(1) ) ) ) Ending balance $ $ $ (1) During 2015, the Company wrote off $666 in accounts receivable balances related to a customer that was previously reserved for in 2010 as doubtful accounts, which remained uncollectible. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense on property and equipment is calculated using the straight-line method over the following estimated useful lives: Computer hardware 3 years Furniture and fixtures 7 years Computer software 3 years Office equipment 3 years Leasehold improvements are amortized over the shorter of the remaining life of the lease or the life of the asset. The cost of additions, and expenditures that extend the useful lives of existing assets, are capitalized, while repairs and maintenance costs are charged to operations as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically reviews long-lived assets, which consists of its property and equipment and intangible assets, for impairment in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. During the year ended December 31, 2015, the Company identified certain impairment indicators and conducted an impairment testing on certain property and equipment located at its former headquarters and certain intangible assets, specifically related to its customer relationships acquired in a historical acquisition, which indicated that the estimated fair value of these long-lived assets were below their carrying value. Accordingly, the Company recognized impairment charges of $566 and $1,209 related to its property and equipment and intangible assets, respectively, during the year ended December 31, 2015 to reduce the carrying values of these long-lived assets to their estimated fair values. During the year ended December 31, 2013, the Company performed an impairment test relating to customer relationships acquired in connection with certain intangible assets that the Company acquired in 2012 and, based on such test, concluded that it was impaired. The Company recorded an impairment amount of $132 to reduce the carrying value of this intangible asset, which is included as part of amortization expense for the year ended December 31, 2013. Other than the impairment losses above, the Company has not identified any other impairment losses on the remaining long-lived assets during the years ended December 31, 2015, 2014 and 2013. |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill and other intangible assets with indefinite lives for impairment annually as of October 1st, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company adopted FASB Accounting Standards Update (“ASU”) 2011-08, “Testing Goodwill for Impairment,” which gives companies the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company operates as one operating and reporting segment and, therefore, the Company assesses goodwill for impairment annually as one singular reporting unit, using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. During the year ended December 31, 2015, the Company determined that an impairment indicator was present that required it to perform an interim goodwill impairment analysis prior to October 1st for its reporting unit. This impairment indicator was a decrease in market capitalization below the carrying value of the Company’s net assets. As a result, the Company conducted a preliminary interim impairment test on its goodwill to determine if there was an impairment at the reporting unit level. In performing its interim impairment testing, the Company assessed a number of factors including operating results, business plans, anticipated future cash flows and marketplace data. Based on such test, the Company determined that the fair value was less than the reporting unit’s carrying value, which necessitated that it perform step two of the goodwill interim impairment test. In step two of the interim goodwill impairment testing, the Company estimated the implied fair value of goodwill to be below its carrying value. As a result, the Company recorded a goodwill impairment loss of $20,890 to reduce the carrying value of goodwill to its implied fair value. Based on the Company’s goodwill impairment testing on October 1st, there was no change to the Company’s goodwill impairment loss previously recorded during the third quarter of 2015. The Company did not identify any impairment of its goodwill at December 31, 2014 and 2013, and therefore, for the years ended December 31, 2014 and 2013, no impairment losses related to goodwill were recorded. The Company also reviews certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of intangible assets are measured by a comparison of the carrying amount of the asset or asset group, using an income approach, to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. As the Company operates as one business unit and our long-lived assets do not have identifiable cash flows that are independent of the other assets and liabilities of this business unit, the impairment testing on intangible assets is performed at the entity-level. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives on a straight-line method as follows: Technology 5 to 7 years Customer relationships 5 to 10 years Trademarks and trade names 5 to 7 years |
Deferred rent liability | Deferred rent liability The Company recognizes and records rent expense related to its lease agreements, which include rent holidays, rent escalation provisions and renewal options, on a straight-line basis beginning on the commencement date over the term of the lease. The term of the lease begins on the date of possession, which is generally when the Company enters the leased premises. The Company does not assume renewal option terms in its determination of the lease term unless such renewal option is reasonably expected to be exercised upon lease inception. Any lease incentives, which may be in the form of reduced rent payments, rent holidays or landlord incentives, are considered in determining the straight-line rent expense to be recorded over the lease term. Differences between straight-line rent expense and actual rent payments are recorded as a deferred rent liability and presented as either a current or long-term liability in the consolidated balance sheets based on the term of the respective lease agreements. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company generates revenue from buyers and sellers who use its platforms for the purchase and sale of video advertising inventory. The Company recognizes revenue when four basic criteria are met: (1) persuasive evidence exists of an arrangement with the client reflecting the terms and conditions under which the services will be provided; (2) services have been provided or delivery has occurred; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. Collectability is assessed based on a number of factors, including the creditworthiness of a client and transaction history. For campaigns running through the Company’s buyer platform , the Company offers a number of different pricing models, including outcome-based pricing models where the Company is compensated only when viewers take certain actions or when certain campaign results are achieved, fixed cost per thousand impressions, or CPM, based pricing models where an advertiser pays based on the total number of ad impressions delivered and campaigns priced with a guaranteed demographic reach, or demo guarantees, where an advertiser pays based on the number of ad impressions delivered to a specific demographic. For campaigns sold on a CPM-basis, the Company recognizes revenue upon delivery of impressions, or delivery of impressions to a specific target demographic for CPM-priced ad campaigns with demo guarantees. With respect to the Company’s outcome-based pricing models, the Company recognizes revenue only when the specified action is taken or campaign result is achieved. Revenue generated from the Company’s buyer platform is reported on a gross basis, based primarily on the Company’s determination that it acts as the primary obligor in the delivery of advertising campaigns for buyers through the Company’s buyer platform. For transactions executed through the Company’s seller platform, which was launched in 2015, the Company acts as the agent on behalf of the seller that is making its inventory available to buyers. Revenue is recognized when the buyer purchases video advertising inventory from the seller on the Company’s seller platform. Revenue generated from the Tremor Video SSP is reported net of inventory costs that the Company remits to sellers. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the Company’s transactions. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. The determination of whether the Company is acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. Revenue generated, and costs incurred, related to the Company’s buyer platform are reported on a gross basis as the Company is the primary obligor and responsible for: (1) identifying and contracting with buyers and sellers; (2) responding to all service-related issues concerning the delivery of a campaign; (3) determining the ad inventory on which a campaign should run using the Company’s proprietary optimization and decisioning technology; (4) performing all billing and collection activities, including retaining credit risk; and (5) bearing responsibility for fulfillment of the advertising campaign. Revenue generated, and costs incurred, related to the Company’s seller platform are reported on a net basis as the Company is not the primary obligor in its seller platform transactions as: (1) the determination of whether to purchase inventory, and the price for such inventory, is generally determined by third party buyers (DSPs) through their real-time bidding technology; and (2) the Company does not generally take on inventory risk. The license fees for the Company’s licensed analytics solutions are based on the number of impressions being analyzed through these solutions. The Company recognizes revenue with respect to these solutions on a cost per impression basis based on the number of impressions being analyzed in a given month. Typically, the Company’s license terms are for one year periods. In limited cases, the Company charges a minimum monthly fee. The Company has discontinued selling its licensed analytics solutions as of December 31, 2015. As of December 31, 2015 and 2014, there were $108 and $15, respectively, of amounts either billed in excess of recognized revenue or for services for which cash payments were received in advance of the Company’s performance of the service under the arrangement and recorded as deferred revenue in the accompanying consolidated balance sheets. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily represents video advertising inventory costs, research costs, third-party hosting fees, and third-party serving fees incurred to deliver video ads. Cost of revenue also includes costs from licenses with third-party data providers utilized in the Company’s platforms. Substantially all of the cost of revenue for the Company’s buyer platform is attributable to video advertising inventory costs under seller contracts. The Company recognizes cost of revenue on a seller-by-seller basis upon delivery of an ad impression. Cost of revenue for the Company’s seller platform primarily consists of third-party hosting fees. Certain of the Company’s contracts with sellers contain minimum percentage fill rates on qualified video ad requests, which effectively means that the Company must purchase this inventory from its exclusive sellers even if the Company lacks a video advertising campaign to deliver to these video ad impressions. The Company recognizes the difference between the contractually required fill rate and the number of video ads actually delivered on the seller’s website, if any, as a cost of revenue as of the end of each applicable monthly period. Historically, the impact of the difference between the contractually required fill rate and the number of ads delivered has not been material. Costs owed to sellers but not yet paid are recorded in the consolidated balance sheets as accounts payable and accrued expenses. |
Technology and Development Expenses | Technology and Development Expenses Technology and development costs primarily consist of salaries, incentive compensation, stock-based compensation and other personnel-related costs for development, network operations and engineering personnel. Additional expenses in this category include costs related to development, quality assurance and testing of new technology, maintenance and enhancement of the Company’s existing technology and infrastructure as well as consulting, travel and other related overhead. The Company engages third-party consulting firms for various technology and development efforts, such as documentation, quality assurance, and support. Due to the rapid development and changes in the Company’s business and underlying technology to date, the Company has expensed development costs in the same period that those costs were incurred. |
Sales and Marketing Expenses | Sales and Marketing Expenses Sales and marketing expenses primarily consist of salaries, incentive compensation, stock-based compensation and other personnel-related costs for sales, marketing and creative employees and the buyer focused, seller focused and licensing solution focused sales and sales support employees. Additional expenses in this category include marketing programs, consulting, travel and other related overhead. These costs are expensed when incurred and are included in sales and marketing expenses. Advertising costs, which are comprised of print and internet advertising, were $26, $688 and $833 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Stock-Based Compensation Expenses | Stock-Based Compensation Expenses The Company accounts for stock-based compensation expense under FASB ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, “ Equity-Based Payments to Non-Employees ,” which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees. The Company measures its stock-based payment awards based on its estimate of the fair value of such award using an option-pricing model, for stock option awards, and the fair value of the Company’s common stock on the date of grant, for restricted stock unit awards. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its stock-based payment awards, which have graded vesting criteria based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures. In the event of modification of the conditions on which stock-based payment awards were granted, an additional expense is recognized for any modification that increases the total fair value of the stock-based payment arrangement or is otherwise beneficial to the employee, other service provider or non-employee at the modification date. |
Income Taxes | Income Taxes Income taxes represents amounts paid or payable (or received or receivable) for the current year and includes any changes in deferred taxes during the year. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as non-current. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. As a result of the Company’s historical operating performance and the cumulative net losses incurred to date, the Company does not have sufficient objective evidence to support the recovery of the deferred tax assets. Accordingly, the Company has established a valuation allowance against substantially all of its deferred tax assets for financial reporting purposes because the Company believes it is more likely than not that these deferred tax assets will not be realized. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in its provision for income taxes in the consolidated statements of operations. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for warrants to purchase common stock, stock option awards and restricted stock unit awards. Due to the Company’s net loss attributable to common stockholders: (i) warrants to purchase common stock; (ii) stock option awards; and (iii) restricted stock unit awards were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders is equal for the years presented. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of foreign currency translation adjustments. Total comprehensive loss and its components are presented in the accompanying consolidated statements of comprehensive loss. |
Foreign Currency Translation Adjustments | Foreign Currency Translation Adjustments The functional currency of the Company’s international subsidiaries is their local currency. The Company translates the financial statements of these subsidiaries to U.S. dollars using period-end exchange rates for assets and liabilities, and average exchange rates for revenue and expenses. Translation gains and losses are recorded in accumulated other comprehensive (loss) income as a component of stockholders’ equity. During the years ended December 31, 2015, 2014 and 2013, foreign currency translation adjustment losses of $153, $97, and $150, respectively, were recorded as a component of comprehensive loss in the consolidated financial statements. Realized and unrealized transaction gains and losses are included in the consolidated statements of operations in the period in which they occur, except on inter-company balances considered to be long-term. Transaction gains and losses on inter-company balances which are considered to be long-term are recorded in accumulated other comprehensive (loss) income. The Company considers its inter-company balances to be long-term in nature. Net (losses) gains resulting from transactions denominated in foreign currencies was accounted for in the Company’s consolidated statements of operations and totaled $(4), $(14), and $12 during the years ended December 31, 2015, 2014 and 2013, respectively. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements FASB Accounting Standards Update No. 2016-02 — Leases (Topic 842) In February 2016, the FASB issued an Accounting Standards Update (“ASU”), which clarifies and improves existing authoritative guidance related to leasing transactions. This update will require the recognition of lease assets and lease liabilities on the balance sheet and disclosing information about material leasing arrangements. This update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact that the update will have on its consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2015-17 — Income Taxes (“Topic 740”): Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued an Accounting Standards Update (“ASU”), which requires deferred tax assets and liabilities be classified and presented as non-current on the balance sheet. This update is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this update in the fourth quarter of 2015 on a prospective basis. All prior year balances were not retrospectively adjusted. The adoption of this update did not have a material impact on the Company’s consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2015-16 — Business Combinations (“Topic 805”): Simplifying the Accounting for Measurement-Period Adjustments In September 2015, the FASB issued an ASU, which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Pursuant to this update, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that the update will have on its consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2014-09 — Revenue from Contracts with Customers In May 2014, the FASB issued an ASU that provides a comprehensive model for recognizing revenue with customers. This update clarifies and replaces all existing revenue recognition guidance within U.S. GAAP and may be adopted retrospectively for all periods presented or adopted using a modified retrospective approach. This update is effective for annual and interim periods beginning after December 15, 2016. In July 2015, FASB deferred the effective date by one year to December 15, 2017 (beginning with the Company’s first quarter in 2018) and permitting early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the adoption method to apply and the impact that the update will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of allowance for doubtful accounts | Years Ended December 31, 2015 2014 2013 Allowance for doubtful accounts: Beginning balance $ $ $ Add: bad debt recovery ) ) ) Less: write-offs and other adjustments(1) ) ) ) Ending balance $ $ $ (1) During 2015, the Company wrote off $666 in accounts receivable balances related to a customer that was previously reserved for in 2010 as doubtful accounts, which remained uncollectible. |
Schedule of estimated useful lives of property and equipment | Computer hardware 3 years Furniture and fixtures 7 years Computer software 3 years Office equipment 3 years |
Schedule of estimated useful lives of intangible assets that are not considered to have an indefinite useful life | Technology 5 to 7 years Customer relationships 5 to 10 years Trademarks and trade names 5 to 7 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements | |
Schedule of the assets and liabilities measured at fair value on a recurring basis | December 31, 2015 December 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds(1) $ $ — $ — $ $ $ — $ — $ Total assets $ $ — $ — $ $ $ — $ — $ Liabilities: Contingent consideration on acquisition liability(2) $ — $ — $ $ $ — $ — $ — $ — Total liabilities $ — $ — $ $ $ — $ — $ — $ — (1) Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximates its fair value. Amounts above do not include $18,303 and $9,217 of operating cash balances as of December 31, 2015 and 2014, respectively. |
Schedule of changes in the Company's Level 3 instruments measured at fair value on a recurring basis | 2015 Beginning balance at January 1, 2015 $ — Contingent consideration on acquisition Compensation expense(1) Mark-to-market expense(2) Foreign currency translation adjustment Ending balance at December 31, 2015 $ (1) Represents compensation expense as a result of continuing employment for certain TVN sellers from the date of acquisition through December 31, 2015. Refer to note 6 for further discussion on contingent consideration payments. (2) Refer to the table above regarding assumptions used for level 3 instruments. Amounts recorded as mark-to-market expense relating to level 3 instruments are recorded as other expense within other income, net in the Company’s consolidated statements of operations. |
Prepaid Expenses and Other Cu32
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | December 31, 2015 2014 Prepaid expenses and other current assets $ $ Prepaid rent Leasehold improvement incentives(1) — Total prepaid expenses and other current assets $ $ (1) The Company recorded $2,959 in amounts owed to the Company related to leasehold improvement incentives in connection with its office lease for its new headquarters with a corresponding amount recorded as part of deferred rent liability, of which $2,193 had been received from the landlord as of December 31, 2015. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | December 31, 2015 2014 Leasehold improvements $ $ Computer hardware Furniture and fixtures Computer software Office equipment Total Less: accumulated depreciation ) ) Total property and equipment, net of accumulated depreciation $ $ |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets, Net | |
Schedule of changes in the carrying amount of goodwill | December 31, 2015 Gross Carrying Accumulated Net Carrying Amount Impairment Amount Beginning balance as of January 1, 2015 $ $ — $ Acquisition-related goodwill — Impairment of goodwill — ) ) Purchase price adjustment related to acquisition(1) — Ending balance as of December 31, 2015 $ $ ) $ (1) Includes $50 impact of foreign exchange transaction gains. |
Schedule of information regarding the Company's acquisition-related intangible assets, net | December 31, 2015 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Technology $ $ ) $ Customer relationships(1) ) Trademarks and trade names(1) ) Domain name(2) — Total acquisition-related intangible assets, net $ $ ) $ December 31, 2014 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Technology $ $ ) $ Customer relationships ) Trademarks and trade names ) Non-competition agreements ) — Domain name(2) — Total acquisition-related intangible assets, net $ $ ) $ (1) In connection with the Company’s acquisition during the year ended December 31, 2015, the Company acquired the following identifiable acquisition-related intangible assets (a) $2,045 (including impact of foreign exchange transaction loss of $3) in customer relationships, and (b) $21 in trademarks and tradenames. (2) This intangible asset is considered to have an indefinite useful life and, therefore, not subject to amortization. |
Schedule of future amortization expense of the identifiable intangible assets acquired | 2016 $ 2017 2018 2019 2020 2021 and thereafter Total(1) $ (1) Total estimated future amortization expenses exclude any intangible assets considered to have an indefinite useful life. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of components of the Company's loss before income taxes | Years Ended December 31, 2015 2014 2013 Loss before provision for income taxes: Domestic $ ) $ ) $ ) Foreign ) ) Total loss before provision for income taxes $ ) $ ) $ ) |
Schedule of Company's income tax provision, which consists of minimum U.S. state and local taxes | Years Ended December 31, 2015 2014 2013 Provision for current income taxes: U.S. federal $ — $ — $ — U.S. state and local Foreign Total provision for current income taxes Benefit for deferred income taxes: U.S. federal — — — U.S. state and local — — — Foreign ) — — Total benefit for deferred income taxes ) — — Total provision for income taxes $ $ $ |
Schedule of reconciliation between the U.S. federal statutory income tax rate to the effective tax rate, by applying such rates to loss before income taxes | Years Ended December 31, 2015 2014 2013 U.S. federal statutory income tax rate )% )% )% State income tax rate, net of U.S. federal tax benefit Stock-based compensation expense Change in income tax rates ) Change in deferred tax asset valuation Goodwill impairment charge — — Other ) Effective tax rate % % % |
Summary of significant components of the Company's deferred tax assets and liabilities | December 31, 2015 2014 Deferred tax assets: Net operating losses and tax credits $ $ Stock-based compensation expense Deferred rent Depreciation and amortization expense Accrued expenses Allowance for doubtful accounts Other Total deferred tax assets before valuation allowance Less: valuation allowance ) ) Total deferred tax assets, net of valuation allowance Deferred tax liabilities: Intangible assets ) ) Depreciation and amortization expense — ) Other ) ) Total deferred tax liabilities ) ) Total deferred tax liabilities, net $ ) $ — |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | December 31, 2015 2014 Trade accounts payable $ $ Accrued compensation, benefits and payroll taxes(1) Accrued cost of sales Other payables and accrued expenses Total accounts payable and accrued expenses $ $ (1) At December 31, 2015 and 2014, accrued compensation, benefits and payroll taxes includes $491 and $768 of stock-based long-term incentive compensation expense, respectively, related to the Company’s long-term sales incentive compensation plan. Payments earned under the plan for the 2014 plan year were paid in stock-based awards in August 2015. The Company issued an aggregate total of 189,003 shares to employees under its 2014 plan on account of such payments, net of 112,183 shares withheld to satisfy income tax withholding obligations in the amount of $266, which were remitted to tax authorities. Payments earned under the plan for the 2015 plan year will be made in stock-based awards to participants that remain employed with the Company through June 30, 2016, which will be paid in August 2016. If any participant in the Company’s long-term incentive compensation plan is not employed on June 30, 2016, such participant will forfeit any rights to receive payments under the plan for the 2015 plan year. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Schedule of future minimum payment commitments required under non-cancellable office space, co-location agreements and marketing services | 2016 $ 2017 2018 2019 2020 2021 and thereafter Total minimum operating commitments Less: non-cancelable sublease income ) Total operating commitments $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Summary of the Company's outstanding warrants to purchase common stock | The following table summarizes the Company’s outstanding warrants to purchase common stock as of December 31, 2015: Exercise Price Warrants Grant Date Expiration Date Per Share Outstanding August 12, 2013 June 26, 2016 $ October 28, 2013 June 30, 2017 |
Changes in Accumulated Other 39
Changes in Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Changes in Accumulated Other Comprehensive (Loss) Income | |
Schedule of components of accumulated other comprehensive (loss) income | Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2015 $ $ Other comprehensive loss(1) ) ) Ending balance at December 31, 2015 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2014 $ $ Other comprehensive loss(1) ) ) Ending balance at December 31, 2014 $ $ (1) For the years ended December 31, 2015 and 2014, there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Stock-Based Compensation Expe40
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of the stock-based compensation expense | Years Ended December 31, 2015 2014 2013 Stock-based compensation expense: Technology and development $ $ $ Sales and marketing(1) General and administrative Total stock-based compensation expense $ $ $ (1) Includes $5 and $15 in stock-based compensation expense related to a non-employee third-party stock grant issued in 2015 and 2014, respectively. |
Stock option awards | |
Summary of information of the Company's stock option awards outstanding and exercisable under all plans | Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Weighted Remaining Average Remaining Average Contractual Exercise Contractual Exercise Options Life Price Options Life Price Range of Exercise Prices Outstanding (Years) Per Share Exercisable (Years) Per Share $0.26 – $0.44 $ $ $0.53 – $0.84 $1.11 – $1.49 $1.90 – $3.72 $4.27 – $5.90 $8.15 – $9.64 |
Summary of the Company's stock option award activity under all plans and related information | Number of Weighted Stock Option Average Awards Exercise Price Outstanding Per Share Stock option awards outstanding as of December 31, 2014 $ Stock option awards granted(1) Stock option awards forfeited ) Stock option awards exercised ) Stock option awards outstanding as of December 31, 2015 Stock option awards vested and exercisable as of December 31, 2015 (1) Includes employment inducement awards granted to the Company’s newly appointed Chief Financial Officer (“CFO”) and Chief Technology Officer (“CTO”) on September 8, 2015 and October 20, 2015, respectively. These awards were comprised of stock option awards issued to the CFO and CTO to purchase 570,000 shares of the Company’s common stock at an exercise price of $1.94 per share and 350,000 shares of the Company’s common stock at an exercise price of $1.90 per share, respectively. The exercise prices of these awards represent the closing prices of the Company’s common stock on the date of grant. These awards were issued outside of the Company’s stockholder approved equity compensation plans, but are generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. |
Schedule of other selected information, including aggregate fair value of awards | Years Ended December 31, 2015 2014 2013 Aggregate fair value of stock option awards vested $ $ $ Aggregate intrinsic value of outstanding stock option awards Aggregate intrinsic value of stock option awards exercised Weighted-average grant-date fair value per share of stock option awards granted Cash proceeds received from stock option awards exercised |
Schedule of assumptions used to estimate fair value of awards | 2015 2014 2013 Volatility 34% - 43% 48% - 49% 47% - 54% Risk-free interest rate 1.60% - 1.73% 1.77% - 2.01% 0.86% - 1.88% Expected life (in years) 6.00 - 6.06 5.74 - 6.00 5.50 - 6.08 Dividend yield |
Restricted stock unit awards | |
Schedule of other selected information, including aggregate fair value of awards | Years Ended December 31, 2015 2014 2013 Aggregate grant date fair value of restricted stock unit awards outstanding $ $ $ |
Summary of the entity's non-vested restricted stock unit award activity and related information | Number of Weighted Restricted Average Stock Grant Date Awards Fair Value Outstanding Per Share Non-vested restricted stock unit awards outstanding as of December 31, 2014 $ Restricted stock unit awards granted Restricted stock unit awards forfeited ) Restricted stock unit awards vested ) Non-vested restricted stock unit awards outstanding as of December 31, 2015 |
2014 ESPP | |
Schedule of assumptions used to estimate fair value of awards | 2015 2014 Volatility 28% - 35% Risk-free interest rate 0.07% - 0.22% Expected life (in years) Dividend yield |
Net Loss Per Share Attributab41
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Years Ended December 31, 2015 2014 2013 Numerator: Net loss $ ) $ ) $ ) Series F preferred stock deemed dividend(1) — — Net loss attributable to common stockholders $ ) $ ) $ ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share attributable to common stockholders(1) Basic and diluted net loss per share attributable to common stockholders $ ) $ ) $ ) (1) On July 2, 2013, the Company closed its IPO in which the Company issued and sold 7,500,000 shares of common stock. Refer to note 12 for further discussion on the Company’s IPO. |
Schedule of securities excluded from the calculation of diluted net loss per share attributable to common stockholders | Years Ended December 31, 2015 2014 2013 Warrants to purchase common stock Stock option awards Restricted stock unit awards Total anti-dilutive securities outstanding |
Supplemental Disclosure of Ca42
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Disclosure of Cash Flow Information | |
Schedule of supplemental cash flow information | Years Ended December 31, 2015 2014 2013 Supplemental disclosure of cash flow activities: Cash paid for income taxes $ $ — $ Cash paid for interest expense $ $ $ Supplemental disclosure of non-cash investing and financing activities: Common stock issued for settlement of restricted stock unit awards $ $ $ — Purchase of property and equipment in accounts payable and accrued expenses $ $ $ Contingent consideration on acquisition $ $ — $ — Common stock issued in connection with the conversion of preferred stock $ — $ — $ Common stock issued in connection with the Series F preferred stock deemed dividend $ — $ — $ Reclassification of liability warrants to equity warrants $ — $ — $ |
Quarterly Results of Operatio43
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Results of Operations (Unaudited) | |
Schedule of quarterly financial information | Three Months Ended March 31, 2015 As Reported Adjustments As Restated Revenue $ $ ) $ Cost of revenue ) Gross profit — Total operating expenses — Loss from operations ) — ) Total interest and other income, net — Loss before provision for income taxes ) — ) Provision for income taxes — Net loss $ ) $ — $ ) Basic and diluted net loss per share $ ) $ — $ ) Basic and diluted weighted-average number of shares outstanding(2) — The effect of the restatement on the previously issued unaudited interim consolidated financial statements for the quarterly period ended June 30, 2015 was as follows: Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue $ $ ) $ $ $ ) $ Cost of revenue ) ) Gross profit — — Total operating expenses — — Loss from operations ) — ) ) — ) Total interest and other income, net — — Loss before provision for income taxes ) — ) ) — ) Provision for income taxes — — Net loss $ ) $ — $ ) $ ) $ — $ ) Basic and diluted net loss per share $ ) $ — $ ) $ ) $ — $ ) Basic and diluted weighted-average number of shares outstanding(2) — — The effect of the restatement on the previously issued unaudited interim consolidated financial statements for the quarterly period ended September 30, 2015 was as follows: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 As Reported Adjustments As Restated As Reported Adjustments As Restated Revenue $ $ ) $ $ $ ) $ Cost of revenue ) ) Gross profit — — Total operating expenses — — Loss from operations ) — ) ) — ) Total interest and other income, net — — Loss before provision for income taxes ) — ) ) — ) Provision for income taxes — — Net loss $ ) $ — $ ) $ ) $ — $ ) Basic and diluted net loss per share $ ) $ — $ ) $ ) $ — $ ) Basic and diluted weighted-average number of shares outstanding(2) — — There was no effect to the Company’s interim consolidated financial statements for the quarterly period ended December 31, 2015, or for any quarter of 2014, which are shown below: Three Months Ended 2015 December 31, Revenue $ Gross profit $ Net loss $ ) Basic and diluted net loss per share $ ) Basic and diluted weighted-average number of shares outstanding(2) Three Months Ended 2014 March 31, June 30, September 30, December 31, Revenue $ $ $ $ Gross profit $ $ $ $ Net loss $ ) $ ) $ ) $ ) Basic and diluted net loss per share (1) $ ) $ ) $ ) $ ) Basic and diluted weighted-average number of shares outstanding(2) (1) Basic and diluted net loss per share is computed independently for each of the quarters presented. Therefore, the sum of all quarterly basic and diluted net loss per share may not equal the annual basic and diluted net loss per share. (2) Due to the Company’s net losses, all potentially dilutive securities are anti-dilutive and, therefore, basic and diluted weighted average common shares outstanding are equal for all periods presented. |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Advertiser concentration - item | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||
Concentrations of credit risk | |||
Number of advertisers | 0 | 0 | 0 |
Accounts receivable | |||
Concentrations of credit risk | |||
Number of advertisers | 0 | 0 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Restricted Cash and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Cash | |||
Total restricted cash outstanding | $ 600 | $ 600 | |
Allowance for doubtful accounts: | |||
Beginning balance | 883 | 959 | $ 1,050 |
Add: bad debt recovery | (87) | (16) | (19) |
Less: write-offs and other adjustments | (727) | (60) | (72) |
Ending balance | 69 | $ 883 | $ 959 |
Accounts receivable write-off | $ 666 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - PP&E, and Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Impairment of Long-Lived Assets | ||
Impairment charges | $ 22,665 | |
Property and equipment | ||
Impairment of Long-Lived Assets | ||
Impairment charges | 566 | |
Intangible assets | ||
Impairment of Long-Lived Assets | ||
Impairment charges | $ 1,209 | $ 132 |
Computer hardware | ||
Property and Equipment, Net | ||
Estimated useful lives | 3 years | |
Furniture and fixtures | ||
Property and Equipment, Net | ||
Estimated useful lives | 7 years | |
Computer software | ||
Property and Equipment, Net | ||
Estimated useful lives | 3 years | |
Office equipment | ||
Property and Equipment, Net | ||
Estimated useful lives | 3 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Goodwill and Intangibles and Deferred Rent Liability (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)segmentitem | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Goodwill and Intangible Assets, Net | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Number of reporting units | item | 1 | |||
Impairment of goodwill | $ 20,890 | $ 20,890 | $ 0 | $ 0 |
Revenue Recognition and Deferred Revenue | ||||
Term of license | 1 year | |||
Deferred revenue | $ 108 | 15 | ||
Sales and Marketing Expenses | ||||
Advertising costs | 26 | 688 | 833 | |
Foreign Currency Translation Adjustments | ||||
Foreign currency translation adjustments | 153 | 97 | 150 | |
Net gain (loss) resulting from transactions denominated in foreign currencies | $ (4) | $ (14) | $ 12 | |
Technology | Minimum | ||||
Goodwill and Intangible Assets, Net | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Technology | Maximum | ||||
Goodwill and Intangible Assets, Net | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Customer relationships | Minimum | ||||
Goodwill and Intangible Assets, Net | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Customer relationships | Maximum | ||||
Goodwill and Intangible Assets, Net | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Trademarks and trade names | Minimum | ||||
Goodwill and Intangible Assets, Net | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Trademarks and trade names | Maximum | ||||
Goodwill and Intangible Assets, Net | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) AUD in Thousands, $ in Thousands | Aug. 03, 2015AUD | Dec. 31, 2015USD ($) | Aug. 04, 2015AUD | Aug. 04, 2015USD ($) | Aug. 03, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) |
Fair Value Measurements | ||||||||
Contingent consideration on acquisition | $ 926 | |||||||
Operating cash balances | 59,887 | $ 77,787 | $ 92,691 | $ 32,533 | ||||
TVN | ||||||||
Fair Value Measurements | ||||||||
Contingent consideration on acquisition | AUD 3,870 | $ 2,822 | ||||||
Maximum future contingent consideration | AUD 12,200 | AUD 10,470 | $ 7,651 | 8,896 | ||||
Period following closing date during which additional payments may be required | 2 years | |||||||
Acquisition-related costs | 892 | |||||||
TVN | Contingent consideration, excluding continued employment arrangement | ||||||||
Fair Value Measurements | ||||||||
Contingent consideration on acquisition | AUD 1,122 | 926 | $ 818 | |||||
TVN | Contingent consideration, including continued employment arrangement | ||||||||
Fair Value Measurements | ||||||||
Contingent consideration on acquisition | 504 | |||||||
Recurring | ||||||||
Fair Value Measurements | ||||||||
Money market funds | 41,584 | 68,570 | ||||||
Contingent consideration on acquisition | 1,430 | |||||||
Operating cash balances | 18,303 | 9,217 | ||||||
Recurring | Level 1 | ||||||||
Fair Value Measurements | ||||||||
Money market funds | 41,584 | $ 68,570 | ||||||
Recurring | Level 3 | ||||||||
Fair Value Measurements | ||||||||
Contingent consideration on acquisition | $ 1,430 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 (Details) - Recurring $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Changes in the Company's Level 3 instruments measured at fair value | |
Balance at the beginning of the period | $ 0 |
Contingent consideration on acquisition | 818 |
Compensation expense | 493 |
Mark-to-market expense | 106 |
Foreign currency translation adjustment | 13 |
Balance at the end of the period | $ 1,430 |
Prepaid Expenses and Other Cu50
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses and other current assets | $ 2,790 | $ 1,406 |
Prepaid Rent | 165 | 165 |
Leasehold improvement incentives | 766 | |
Total prepaid expenses and other current assets | 3,721 | $ 1,571 |
Changes in leasehold improvement incentive | 2,959 | |
Changes in deferred rent liability | 2,959 | |
Amount received from landlord | $ 2,193 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and equipment, net | |||
Cost | $ 16,810 | $ 10,601 | |
Less: accumulated depreciation | (6,716) | (5,027) | |
Total property and equipment, net of accumulated depreciation | 10,094 | 5,574 | |
Depreciation expense related to property and equipment | 3,404 | 1,840 | $ 1,312 |
Impairment of property and equipment | 22,665 | ||
Reduction to cost and accumulated depreciation of fully depreciated equipment and leasehold improvements no longer in use | 431 | ||
Former corporate headquarters | |||
Property and equipment, net | |||
Less: accumulated depreciation | (1,707) | ||
Impairment of property and equipment | 566 | ||
Disposal cost | 22 | ||
Reduction to cost of certain property and equipment | 2,251 | ||
Leasehold improvements | |||
Property and equipment, net | |||
Cost | 6,863 | 1,749 | |
Computer hardware | |||
Property and equipment, net | |||
Cost | 6,774 | 5,880 | |
Furniture and fixtures | |||
Property and equipment, net | |||
Cost | 1,636 | 1,768 | |
Computer software | |||
Property and equipment, net | |||
Cost | 1,344 | 991 | |
Office equipment | |||
Property and equipment, net | |||
Cost | $ 193 | $ 213 |
Acquisition (Details)
Acquisition (Details) AUD in Thousands, $ in Thousands | Aug. 03, 2015AUD | Aug. 03, 2015USD ($) | Dec. 31, 2015USD ($) | Aug. 04, 2015AUD | Aug. 04, 2015USD ($) | Aug. 03, 2015USD ($) |
Purchase price: | ||||||
Contingent consideration | $ 926 | |||||
Other income, net | ||||||
Purchase price: | ||||||
Mark-to-market expense | 106 | |||||
TVN | ||||||
Purchase price: | ||||||
Initial payment | AUD 3,040 | $ 2,217 | ||||
Payment due, first anniversary of closing | 380 | $ 277 | ||||
Payment due, second anniversary of closing | 277 | |||||
Additional payment made subsequent to finalization of working capital adjustments | $ 482 | |||||
Maximum future contingent consideration | AUD 12,200 | AUD 10,470 | $ 7,651 | 8,896 | ||
Period following closing date during which additional payments may be required | 2 years | 2 years | ||||
Contingent consideration | AUD 3,870 | 2,822 | ||||
Acquisition-related costs | 892 | |||||
TVN | Sales and marketing | ||||||
Purchase price: | ||||||
Acquisition-related costs | 493 | |||||
TVN | General and administrative expenses | ||||||
Purchase price: | ||||||
Acquisition-related costs | 399 | |||||
TVN | Contingent consideration, continued employment arrangement | ||||||
Purchase price: | ||||||
Period following closing date during which additional payments may be required | 2 years | 2 years | ||||
Contingent consideration | AUD 2,748 | 2,004 | ||||
TVN | Contingent consideration, continued employment arrangement | Sales and marketing | ||||||
Purchase price: | ||||||
Acquisition-related costs | 493 | |||||
TVN | Contingent consideration, excluding continued employment arrangement | ||||||
Purchase price: | ||||||
Contingent consideration | AUD 1,122 | $ 926 | $ 818 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)segmentitem | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Goodwill [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Number of reporting units | item | 1 | |||
Changes in the carrying amount of goodwill | ||||
Balance as of beginning of the period | $ 29,719 | |||
Impairment of goodwill | $ (20,890) | (20,890) | $ 0 | $ 0 |
Balance as of end of the period | 10,781 | 29,719 | ||
Foreign exchange transaction gain | 50 | |||
Gross Carrying Amount | ||||
Changes in the carrying amount of goodwill | ||||
Balance as of beginning of the period | 29,719 | |||
Acquisition-related goodwill | 1,251 | |||
Purchase price adjustment related to acquisition | 701 | |||
Balance as of end of the period | 31,671 | 29,719 | ||
Accumulated Impairment | ||||
Changes in the carrying amount of goodwill | ||||
Impairment of goodwill | (20,890) | |||
Balance as of end of the period | (20,890) | |||
Net Carrying Amount | ||||
Changes in the carrying amount of goodwill | ||||
Balance as of beginning of the period | 29,719 | |||
Acquisition-related goodwill | 1,251 | |||
Impairment of goodwill | (20,890) | |||
Purchase price adjustment related to acquisition | 701 | |||
Balance as of end of the period | $ 10,781 | $ 29,719 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets, Net - Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Acquisition-related intangible assets, net | ||
Accumulated Amortization | $ (24,488) | $ (20,148) |
Finite-Lived Intangible Assets, Net | 11,419 | |
Total Intangible Assets, Gross | 35,957 | 35,700 |
Total Intangible Assets, Net | 11,469 | 15,552 |
Domain name | ||
Acquisition-related intangible assets, net | ||
Indefinite-Lived Intangible Assets | 50 | 50 |
Technology | ||
Acquisition-related intangible assets, net | ||
Finite-Lived Intangible Assets, Gross | 24,500 | 24,500 |
Accumulated Amortization | (18,116) | (14,491) |
Finite-Lived Intangible Assets, Net | 6,384 | 10,009 |
Customer relationships | ||
Acquisition-related intangible assets, net | ||
Impairment recorded | 1,209 | |
Finite-Lived Intangible Assets, Gross | 9,737 | 8,900 |
Accumulated Amortization | (5,113) | (4,069) |
Finite-Lived Intangible Assets, Net | 4,624 | 4,831 |
Customer relationships | TVN | ||
Acquisition-related intangible assets, net | ||
Identified intangible assets acquired | 2,045 | |
Foreign exchange transaction loss included from intangible assets | 3 | |
Trademarks and trade names | ||
Acquisition-related intangible assets, net | ||
Finite-Lived Intangible Assets, Gross | 1,670 | 1,650 |
Accumulated Amortization | (1,259) | (988) |
Finite-Lived Intangible Assets, Net | 411 | 662 |
Trademarks and trade names | TVN | ||
Acquisition-related intangible assets, net | ||
Identified intangible assets acquired | 21 | |
Non-competition agreements | ||
Acquisition-related intangible assets, net | ||
Finite-Lived Intangible Assets, Gross | 600 | 600 |
Accumulated Amortization | $ (600) | $ (600) |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets, Net | |||
Amortization expense | $ 4,940 | $ 4,835 | $ 4,998 |
Estimated future amortization expenses of the acquisition-related intangible assets that are considered to have a definite life | |||
2,016 | 4,528 | ||
2,017 | 4,063 | ||
2,018 | 888 | ||
2,019 | 888 | ||
2,020 | 852 | ||
2021 and thereafter | 200 | ||
Total | $ 11,419 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes, Tax Rate Reconciliation, Deferred Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss before provision for income taxes: | ||||||||
Domestic | $ (41,611) | $ (22,248) | $ (14,408) | |||||
Foreign | (1,136) | (898) | 1,098 | |||||
Loss before provision for income taxes | $ (28,603) | $ (5,123) | $ (6,828) | $ (11,951) | $ (40,554) | (42,747) | (23,146) | (13,310) |
Provision for current income taxes: | ||||||||
US state and local | 361 | 328 | 199 | |||||
Foreign | 183 | 15 | 7 | |||||
Total provision for current income taxes | 544 | 343 | 206 | |||||
Benefit for deferred income taxes: | ||||||||
Foreign | (61) | |||||||
Total benefit for deferred income taxes | (61) | |||||||
Total provision for income taxes | $ 19 | $ 117 | $ 122 | $ 239 | $ 258 | $ 483 | $ 343 | $ 206 |
Reconciliation between the U.S. federal statutory income tax rate to the effective tax rate, by applying such rates to loss before income tax provision | ||||||||
U.S. federal statutory income tax rate (as a percent) | (34.00%) | (34.00%) | (34.00%) | |||||
State income tax rate, net of U.S. federal tax benefit (as a percent) | 0.85% | 0.94% | 6.69% | |||||
Stock-based compensation expense (as a percent) | 1.06% | 2.70% | 3.85% | |||||
Change in income tax rates (as a percent) | 0.35% | 1.73% | (8.33%) | |||||
Change in deferred tax asset valuation (as a percent) | 14.91% | 28.71% | 33.79% | |||||
Goodwill impairment charge (as a percent) | 16.61% | |||||||
Other (as a percent) | 1.35% | 1.40% | (0.45%) | |||||
Effective tax rate (as a percent) | 1.13% | 1.48% | 1.55% | |||||
Deferred tax assets: | ||||||||
Net operating losses and tax credits | $ 43,990 | $ 39,720 | ||||||
Stock-based compensation expense | 3,579 | 1,830 | ||||||
Deferred rent | 1,148 | 317 | ||||||
Depreciation and amortization expense | 631 | 221 | ||||||
Accrued expenses | 234 | 333 | ||||||
Allowance for doubtful accounts | 19 | 371 | ||||||
Other | 157 | 115 | ||||||
Total deferred tax assets before valuation allowance | 49,758 | 42,907 | ||||||
Less: valuation allowance | (45,932) | (36,803) | ||||||
Total deferred tax assets, net of valuation allowance | 3,826 | 6,104 | ||||||
Deferred tax liabilities: | ||||||||
Intangible assets | (4,324) | (6,079) | ||||||
Depreciation and amortization expense | (16) | |||||||
Other | (12) | (9) | ||||||
Total deferred tax liabilities | (4,336) | $ (6,104) | ||||||
Total deferred tax liabilities, net | (510) | |||||||
Increase in net valuation allowance | $ 9,129 |
Income Taxes - NOL (Details)
Income Taxes - NOL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net operating loss carry-forwards | |||
Interest expense recognized for uncertain tax positions | $ 0 | $ 0 | $ 0 |
Penalties recognized for uncertain tax positions | 0 | $ 0 | $ 0 |
US federal and state | |||
Net operating loss carry-forwards | |||
Net operating losses from excess tax deductions attributable to equity compensation | 3,885 | ||
Foreign | Germany | |||
Net operating loss carry-forwards | |||
Net operating loss carry-forwards | 6,787 | ||
Foreign | United Kingdom | |||
Net operating loss carry-forwards | |||
Net operating loss carry-forwards | 6,253 | ||
US federal | |||
Net operating loss carry-forwards | |||
Net operating loss carry-forwards | 110,030 | ||
US federal | Transpera, Inc. | |||
Net operating loss carry-forwards | |||
Net operating loss carry-forwards available to offset future taxable income annually under Section 382 | 160 | ||
US federal | ScanScout | |||
Net operating loss carry-forwards | |||
Net operating loss carry-forwards available to offset future taxable income annually under Section 382 | 2,220 | ||
State | |||
Net operating loss carry-forwards | |||
Net operating loss carry-forwards | $ 108,656 |
Accounts Payable and Accrued 58
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Trade accounts payable | $ 42,692 | $ 27,218 | |
Accrued compensation, benefits and payroll taxes(1) | 8,423 | 6,992 | |
Accrued cost of sales | 5,127 | 1,722 | |
Other payables and accrued expenses | 2,500 | 1,326 | |
Total accounts payable and accrued expenses | 58,742 | 37,258 | |
Stock-based long-term incentive compensation | $ 491 | $ 768 | |
2014 Plan | |||
Number of shares issued, net of shares withheld to satisfy income tax withholding obligations | 189,003 | ||
Number of shares withheld to satisfy income tax withholding obligations | 112,183 | ||
Value of shares withheld to satisfy income tax withholding obligations | $ 266 |
Credit Facility (Details)
Credit Facility (Details) $ in Thousands | Oct. 21, 2015 | Oct. 21, 2014USD ($) | Oct. 20, 2014USD ($) | Oct. 19, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 11, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) |
Credit facility and accrued interest expense | |||||||||
Repayments of principal borrowings and accrued interest expense | $ 6,000 | ||||||||
Cash and cash equivalents | $ 92,691 | $ 59,887 | $ 77,787 | $ 32,533 | |||||
Loan Agreement | |||||||||
Credit facility and accrued interest expense | |||||||||
Maximum borrowing capacity | $ 32,500 | $ 25,000 | |||||||
Aggregate amount of letter of credit, foreign exchange and cash management facility | $ 2,500 | ||||||||
Ratio of current assets to current liabilities (excluding deferred revenue) | 1.25 | 1.50 | |||||||
Fee for unused portion (as a percent) | 0.25% | 0.20% | |||||||
Borrowing base as a percentage of eligible accounts receivable | 80.00% | ||||||||
Cash and cash equivalents | $ 30,000 | ||||||||
Loan Agreement | Prime rate | |||||||||
Credit facility and accrued interest expense | |||||||||
Variable base rate | prime rate | prime rate | |||||||
Interest rate (as a percent) | 0.50% | ||||||||
Standby Letters of Credit | |||||||||
Credit facility and accrued interest expense | |||||||||
Maximum borrowing capacity | $ 1,532 | $ 2,332 | |||||||
Standby letter of credit term | 1 year | ||||||||
Standby letter of credit extension term | 1 year | ||||||||
Amount outstanding | $ 0 | $ 0 |
Commitments and Contingencies60
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Future minimum payment commitments required under non-cancellable office space, co-location agreements and marketing services | |||
2,016 | $ 5,346 | ||
2,017 | 4,741 | ||
2,018 | 4,061 | ||
2,019 | 4,013 | ||
2,020 | 4,283 | ||
2021 and thereafter | 14,223 | ||
Total minimum operating commitments | 36,667 | ||
Less: non-cancelable sublease income | (7,356) | ||
Total operating commitments | 29,311 | ||
Rent expense | 3,295 | $ 1,733 | $ 1,479 |
Legal Contingencies | |||
Reserves recorded | 0 | $ 0 | |
Lease of former headquarters | |||
Letters of Credit | |||
Outstanding letters of credit | $ 600 |
Stockholders' Equity - Reverse
Stockholders' Equity - Reverse Stock Split and Certificate of Incorporation (Details) | Jun. 13, 2013 | Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 31, 2013 | Jul. 02, 2013shares |
Stockholders' Equity | |||||
Reverse stock split ratio | 0.67 | 0.67 | 0.67 | 0.67 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||
Shares of preferred stock that may be issued | 10,000,000 |
Stockholders' Equity - IPO and
Stockholders' Equity - IPO and Series F Preferred Stock (Details) $ / shares in Units, $ in Thousands | Jul. 02, 2013USD ($)$ / sharesshares | Jul. 02, 2013USD ($)$ / sharesshares | Jun. 30, 2013USD ($) | Dec. 31, 2013$ / shares |
Mandatorily Redeemable Convertible Preferred Stock | ||||
Common stock sold and issued in IPO (in shares) | 7,500,000 | |||
Common stock issued on automatic conversion of mandatorily redeemable convertible preferred stock (in shares) | 34,172,316 | |||
Number of warrants to purchase common stock, issued on conversion of warrants to purchase mandatorily redeemable convertible preferred stock (in shares) | 142,534 | |||
Mandatorily redeemable convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common stock issued in connection with the Series F preferred stock deemed dividend | $ | $ 15,849 | |||
Series F preferred stock deemed dividend (in shares) | 1,584,863 | |||
Warrants to Purchase Preferred Stock | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Number of warrants to purchase common stock, issued on conversion of warrants to purchase mandatorily redeemable convertible preferred stock (in shares) | 142,534 | |||
IPO - conversion of mandatorily redeemable convertible preferred stock, Series F | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Common stock issued in connection with the one-time non-cash preferred stock deemed dividend | $ | $ 15,849 | |||
IPO - conversion of mandatorily redeemable convertible preferred stock | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Preferred stock liability | $ | $ 790 | |||
Adjustment for the change in fair value | $ | $ 313 | $ 313 | ||
Common Stock | IPO - conversion of mandatorily redeemable convertible preferred stock, Series F | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Common stock issued on automatic conversion of mandatorily redeemable convertible preferred stock (in shares) | 5,549,989 | |||
Shares of common stock issued on conversion related to the ratchet provision | 1,584,863 | |||
IPO price (in dollars per share) | $ / shares | $ 10 | $ 10 | ||
Common Stock | IPO - conversion of mandatorily redeemable convertible preferred stock | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Common stock issued on automatic conversion of mandatorily redeemable convertible preferred stock (in shares) | 34,172,316 | |||
Common Stock | IPO conversion Series II common stock | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Common stock issued on automatic conversion of mandatorily redeemable convertible preferred stock (in shares) | 1,052,464 | |||
Series F | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
Conversion ratio | 1.3997 | 1.3997 | ||
Maximum initial public offering (IPO) price for the ratchet provision (in dollars per share) | $ / shares | 13.997 | |||
Original Issue Price (in dollars per share) | $ / shares | $ 9.3314 | |||
Adjusted conversion price | $ / shares | $ 6.6667 | $ 6.6667 | ||
Initial conversion ratio | 1 | |||
Series F | Common Stock | IPO - conversion of mandatorily redeemable convertible preferred stock, Series F | ||||
Mandatorily Redeemable Convertible Preferred Stock | ||||
IPO price (in dollars per share) | $ / shares | $ 10 | $ 10 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 25, 2013 | Jul. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | |
Warrants to purchase preferred stock and common stock | |||||
Warrants Outstanding (in shares) | 39,824 | ||||
Mark-to-market (income) expenses related to the fair value measurement of the warrants | $ 313 | ||||
Number of warrants to purchase common stock, issued on conversion of warrants to purchase mandatorily redeemable convertible preferred stock (in shares) | 142,534 | ||||
Common stock issued on exercise of warrants | 64,067 | ||||
Warrants expiring June 26, 2016 | |||||
Warrants to purchase preferred stock and common stock | |||||
Exercise Price (in dollars per share) | $ 5.76 | ||||
Warrants Outstanding (in shares) | 8,694 | ||||
Warrants expiring June 30, 2017 | |||||
Warrants to purchase preferred stock and common stock | |||||
Exercise Price (in dollars per share) | $ 2.46 | ||||
Warrants Outstanding (in shares) | 31,130 | ||||
Warrants expiring June 7, 2017 | |||||
Warrants to purchase preferred stock and common stock | |||||
Exercise Price (in dollars per share) | $ 1.27 | ||||
Number of shares of common stock issued on exercise of warrants | 30,250 | ||||
Number of shares of common stock tendered to the Company | 5,270 | ||||
Warrants expiring December 7, 2018 | |||||
Warrants to purchase preferred stock and common stock | |||||
Exercise Price (in dollars per share) | $ 4.64 | ||||
Number of shares of common stock issued on exercise of warrants | 16,210 | ||||
Number of shares of common stock tendered to the Company | 19,321 | ||||
Warrants expiring February 8, 2020 | |||||
Warrants to purchase preferred stock and common stock | |||||
Exercise Price (in dollars per share) | $ 3.79 | ||||
Number of shares of common stock issued on exercise of warrants | 17,607 | ||||
Number of shares of common stock tendered to the Company | 14,052 | ||||
Common Stock | |||||
Warrants to purchase preferred stock and common stock | |||||
Common stock issued on exercise of warrants | [1],[2] | 64,067 | |||
[1] | All share amounts have been restated to reflect a 1-for-1.5 reverse stock split, refer to note 12. | ||||
[2] | Common Stock, at December 31, 2012, included two series of common stock, refer to note 12. |
Changes in Accumulated Other 64
Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in accumulated Other Comprehensive (Loss) Income | ||
Balance at the beginning of the period | $ 98 | $ 195 |
Other comprehensive loss | (153) | (97) |
Balance at the end of the period | (55) | 98 |
Foreign Currency Translation Adjustment | ||
Changes in accumulated Other Comprehensive (Loss) Income | ||
Balance at the beginning of the period | 98 | 195 |
Other comprehensive loss | (153) | (97) |
Balance at the end of the period | $ (55) | $ 98 |
Stock-Based Compensation Expe65
Stock-Based Compensation Expense - Expense Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-Based Compensation Expense | |||
Stock-based compensation expense | $ 4,007 | $ 4,622 | $ 3,404 |
Technology and development | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense | 854 | 907 | 549 |
Sales and marketing | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense | 1,445 | 1,506 | 1,188 |
Sales and marketing | Non employee stock option | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense | 5 | 15 | |
General and administrative expenses | |||
Stock-Based Compensation Expense | |||
Stock-based compensation expense | $ 1,708 | $ 2,209 | $ 1,667 |
Stock-Based Compensation Expe66
Stock-Based Compensation Expense - Stock-Based Incentive Plans (Details) | 12 Months Ended | |
Dec. 31, 2015planshares | Dec. 31, 2014plan | |
Stock-Based Incentive Plans | ||
Number of stock-based incentive plans | 5 | 5 |
Number of stock-based incentive plans assumed as part of acquisition | 2 | 2 |
2013 Plan | ||
Stock-Based Incentive Plans | ||
Common stock reserve | shares | 1,333,333 | |
Period for automatic increase in reserve | 10 years | |
2013 Plan | Maximum | ||
Stock-Based Incentive Plans | ||
Percent of common stock shares by which the reserve automatically increases | 4.00% |
Stock-Based Compensation Expe67
Stock-Based Compensation Expense - Stock Option Awards Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Options Outstanding | |
Options Outstanding (in shares) | shares | 7,006,472 |
Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 19 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.79 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 5,018,911 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 15 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.98 |
$0.26 - $0.44 | |
Stock option awards outstanding and exercisable under all plans | |
Range of Exercise Prices, low end of range (in dollars per share) | 0.26 |
Range of Exercise Prices, high end of range (in dollars per share) | $ 0.44 |
Options Outstanding | |
Options Outstanding (in shares) | shares | 27,640 |
Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 23 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 0.43 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 27,640 |
Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 23 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 0.43 |
$0.53 - $0.84 | |
Stock option awards outstanding and exercisable under all plans | |
Range of Exercise Prices, low end of range (in dollars per share) | 0.53 |
Range of Exercise Prices, high end of range (in dollars per share) | $ 0.84 |
Options Outstanding | |
Options Outstanding (in shares) | shares | 177,179 |
Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 4 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 0.80 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 177,179 |
Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 4 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 0.80 |
$1.11 - $1.49 | |
Stock option awards outstanding and exercisable under all plans | |
Range of Exercise Prices, low end of range (in dollars per share) | 1.11 |
Range of Exercise Prices, high end of range (in dollars per share) | $ 1.49 |
Options Outstanding | |
Options Outstanding (in shares) | shares | 899,166 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 4 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 1.27 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 899,166 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 4 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 1.27 |
$1.90 - $3.72 | |
Stock option awards outstanding and exercisable under all plans | |
Range of Exercise Prices, low end of range (in dollars per share) | 1.90 |
Range of Exercise Prices, high end of range (in dollars per share) | $ 3.72 |
Options Outstanding | |
Options Outstanding (in shares) | shares | 1,432,491 |
Weighted Average Remaining Contractual Life (Years) | 8 years 11 months 5 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 2.24 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 137,756 |
Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 6 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 3.06 |
$4.27 - $5.90 | |
Stock option awards outstanding and exercisable under all plans | |
Range of Exercise Prices, low end of range (in dollars per share) | 4.27 |
Range of Exercise Prices, high end of range (in dollars per share) | $ 5.90 |
Options Outstanding | |
Options Outstanding (in shares) | shares | 4,047,795 |
Weighted Average Remaining Contractual Life (Years) | 5 years 6 months 7 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 4.57 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 3,505,113 |
Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 1 day |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 4.56 |
$8.15 - $9.64 | |
Stock option awards outstanding and exercisable under all plans | |
Range of Exercise Prices, low end of range (in dollars per share) | 8.15 |
Range of Exercise Prices, high end of range (in dollars per share) | $ 9.64 |
Options Outstanding | |
Options Outstanding (in shares) | shares | 422,201 |
Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 9 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 8.32 |
Options Exercisable | |
Options Exercisable (in shares) | shares | 272,057 |
Weighted Average Remaining Contractual Life (Years) | 7 years 15 days |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 8.32 |
Stock-Based Compensation Expe68
Stock-Based Compensation Expense - Stock Option Awards Outstanding Rollforward (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of Stock Option Awards Outstanding | |
Stock option awards outstanding at the beginning of the period (in shares) | shares | 6,825,142 |
Stock option awards granted (in shares) | shares | 1,317,500 |
Stock option awards forfeited (in shares) | shares | (970,878) |
Stock option awards exercised (in shares) | shares | (165,292) |
Stock option awards outstanding at the end of the period (in shares) | shares | 7,006,472 |
Stock option awards vested and exercisable at the end of the period (in shares) | shares | 5,018,911 |
Weighted average exercise price | |
Stock option awards outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 4.15 |
Stock option awards granted (in dollars per share) | $ / shares | 2.12 |
Stock option awards forfeited (in dollars per share) | $ / shares | 4.62 |
Stock option awards exercised (in dollars per share) | $ / shares | 0.65 |
Stock option awards outstanding at the end of the period (in dollars per share) | $ / shares | 3.79 |
Stock option awards vested and exercisable at the end of the period (in dollars per share) | $ / shares | $ 3.98 |
Stock-Based Compensation Expe69
Stock-Based Compensation Expense - Stock Option Awards Other Selected Info (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 20, 2015 | Sep. 08, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stock-Based Incentive Plans | |||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||
2013 Plan | |||||
Stock-Based Incentive Plans | |||||
Exercise price of common stock purchased | $ 1.90 | $ 1.94 | |||
Common stock purchased | 350,000 | 570,000 | |||
Stock option awards | |||||
Stock-Based Incentive Plans | |||||
Cliff period | 1 year | ||||
Aggregate fair value of stock option awards vested | $ 1,869 | $ 3,116 | $ 2,802 | ||
Aggregate intrinsic value of outstanding stock option awards | 1,100 | 2,252 | 6,741 | ||
Aggregate intrinsic value of stock option awards exercised | $ 311 | $ 2,407 | $ 3,525 | ||
Weighted average grant date fair value per share of stock option awards granted (in dollars per share) | $ 0.80 | $ 1.84 | $ 3.23 | ||
Cash proceeds received from stock option awards exercised | $ 108 | $ 767 | $ 912 | ||
Dividend yield (as a percent) | 0.00% | ||||
Stock option awards | Maximum | |||||
Stock-Based Incentive Plans | |||||
Vesting period | 4 years | ||||
Expiration period | 10 years |
Stock-Based Compensation Expe70
Stock-Based Compensation Expense - Stock Option Awards Fair Value Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assumptions used to compute the fair value of all options and share awards granted | |||
Volatility, minimum (as a percent) | 34.00% | 48.00% | 47.00% |
Volatility, maximum (as a percent) | 43.00% | 49.00% | 54.00% |
Risk-free interest rate, minimum (as a percent) | 1.60% | 1.77% | 0.86% |
Risk-free interest rate, maximum (as a percent) | 1.73% | 2.01% | 1.88% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Stock option awards | |||
Assumptions used to compute the fair value of all options and share awards granted | |||
Dividend yield (as a percent) | 0.00% | ||
Unrecognized compensation cost related to non-vested share based compensation arrangements | $ 2,703 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 11 months 5 days | ||
Minimum | |||
Assumptions used to compute the fair value of all options and share awards granted | |||
Expected life | 6 years | 5 years 8 months 27 days | 5 years 6 months |
Maximum | |||
Assumptions used to compute the fair value of all options and share awards granted | |||
Expected life | 6 years 22 days | 6 years | 6 years 29 days |
Stock-Based Compensation Expe71
Stock-Based Compensation Expense - Restricted Stock (Details) - Restricted stock unit awards - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Restricted Stock Unit Awards Outstanding | |||
Non-vested restricted stock unit awards outstanding at the beginning of the period (in shares) | 1,161,705 | ||
Restricted stock unit awards granted (In shares) | 2,494,539 | ||
Restricted stock unit awards forfeited (in shares) | (501,722) | ||
Restricted stock unit awards vested (in shares) | (783,719) | ||
Non-vested restricted stock unit awards outstanding at the end of the period (in shares) | 2,370,803 | 1,161,705 | |
Weighted Average Grant Date Fair Value Per Share | |||
Non-vested restricted stock unit awards outstanding at the beginning of the period (in dollars per shares) | $ 3.82 | ||
Restricted stock unit awards granted (in dollars per share) | 2.35 | ||
Restricted stock unit awards forfeited (in dollars per share) | 2.90 | ||
Restricted stock unit awards vested (in dollars per share) | 3.31 | ||
Non-vested restricted stock unit awards outstanding at the end of the period (in dollars per shares) | $ 2.66 | $ 3.82 | |
Aggregate grant date fair value of restricted stock unit awards outstanding | $ 6,306 | $ 4,438 | $ 675 |
Unrecognized compensation cost related to non-vested restricted stock unit awards | $ 5,125 | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 3 months 4 days | ||
Maximum | |||
Weighted Average Grant Date Fair Value Per Share | |||
Vesting period | 4 years |
Stock-Based Compensation Expe72
Stock-Based Compensation Expense - ESPP (Details) - $ / shares | Apr. 22, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stock-Based Incentive Plans | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | |
Maximum | ||||
Stock-Based Incentive Plans | ||||
Expected life | 6 years 22 days | 6 years | 6 years 29 days | |
2014 ESPP | ||||
Stock-Based Incentive Plans | ||||
Length of purchase intervals under ESPP plan | 6 months | |||
Percentage of purchase price per share | 85.00% | |||
Maximum payroll deductions allowed to purchase shares of common stock on purchase dates (as a percent) | 15.00% | |||
Maximum number of common stock permitted to be purchased by employees on any one purchase date under ESPP | 5,000 | |||
Maximum fair value of shares permitted to be purchased under ESSP (per share) | $ 25 | |||
Shares of common stock reserved for future issuance | 1,630,852 | |||
Expected life | 6 months | 6 months | ||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
2014 ESPP | Maximum | ||||
Stock-Based Incentive Plans | ||||
Shares of common stock reserved for future issuance | 2,000,000 |
Stock-Based Compensation Expe73
Stock-Based Compensation Expense - ESPP Fair Value Assumptions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assumptions | |||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Minimum | |||
Assumptions | |||
Expected life | 6 years | 5 years 8 months 27 days | 5 years 6 months |
Maximum | |||
Assumptions | |||
Expected life | 6 years 22 days | 6 years | 6 years 29 days |
2014 ESPP | |||
Assumptions | |||
Volatility (as a percent) | 33.00% | ||
Risk-free interest rate (as a percent) | 0.05% | ||
Expected life | 6 months | 6 months | |
Dividend yield (as a percent) | 0.00% | 0.00% | |
Unrecognized compensation cost related to awards | $ 31 | ||
2014 ESPP | Minimum | |||
Assumptions | |||
Volatility (as a percent) | 28.00% | ||
Risk-free interest rate (as a percent) | 0.07% | ||
2014 ESPP | Maximum | |||
Assumptions | |||
Volatility (as a percent) | 35.00% | ||
Risk-free interest rate (as a percent) | 0.22% | ||
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year |
Net Loss Per Share Attributab74
Net Loss Per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Numerator: | ||||||||||||||
Net loss | $ (43,230) | $ (23,489) | $ (13,516) | |||||||||||
Series F preferred stock deemed dividend | 15,849 | |||||||||||||
Net loss attributable to common stockholders | $ (2,418) | $ (28,622) | $ (5,240) | $ (6,950) | $ (5,414) | $ (5,474) | $ (5,372) | $ (7,229) | $ (12,190) | $ (40,812) | $ (43,230) | $ (23,489) | $ (29,365) | |
Denominator: | ||||||||||||||
Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share attributable to common stockholders | 52,186,221 | 51,875,785 | 51,445,613 | 51,217,220 | 51,088,012 | 50,751,303 | 50,403,168 | 50,297,747 | 51,332,047 | 51,515,285 | 51,684,397 | 50,637,541 | 28,761,700 | |
Basic and diluted net loss per share (in dollars per share) | $ (0.05) | $ (0.55) | $ (0.10) | $ (0.14) | $ (0.11) | $ (0.11) | $ (0.11) | $ (0.14) | $ (0.24) | $ (0.79) | $ (0.84) | $ (0.46) | $ (1.02) | |
Common stock sold and issued in IPO (in shares) | 7,500,000 |
Net Loss Per Share Attributab75
Net Loss Per Share Attributable to Common Stockholders -Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Securities excluded from the calculation of weighted average common shares outstanding | |||
Total anti-dilutive securities outstanding | 9,417,099 | 8,026,671 | 7,412,704 |
Warrants to purchase common stock | |||
Securities excluded from the calculation of weighted average common shares outstanding | |||
Total anti-dilutive securities outstanding | 39,824 | 39,824 | 39,824 |
Stock option awards | |||
Securities excluded from the calculation of weighted average common shares outstanding | |||
Total anti-dilutive securities outstanding | 7,006,472 | 6,825,142 | 7,302,761 |
Restricted stock unit awards | |||
Securities excluded from the calculation of weighted average common shares outstanding | |||
Total anti-dilutive securities outstanding | 2,370,803 | 1,161,705 | 70,119 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee benefit plan | |||
Entity's matching contribution as a percentage of each participating employee's contribution | 50.00% | ||
Employer matching contribution as a percentage of employee contribution | 0.00% | ||
Vesting period | 3 years | ||
Total employer matching contributions to the Plan | $ 745 | $ 461 | |
Maximum | |||
Employee benefit plan | |||
Employer matching contribution as a percentage of employee contribution | 3.00% |
Supplemental Disclosure of Ca77
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental disclosure of cash flow activities: | |||
Cash paid for income taxes | $ 505 | $ 308 | |
Cash paid for interest expense | 10 | $ 5 | 127 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Common stock issued for settlement of restricted stock unit awards | 1,308 | 1,087 | |
Purchase of property and equipment in accounts payable and accrued expenses | 1,093 | $ 365 | 114 |
Contingent consideration on acquisition | $ 926 | ||
Common stock issued in connection with the conversion of preferred stock | 162,657 | ||
Common stock issued in connection with the Series F preferred stock deemed dividend | 15,849 | ||
Reclassification of liability warrants to equity warrants | $ 790 |
Segment and Geographic Inform78
Segment and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Segment and Geographic Information | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Quarterly Results of Operatio79
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 51,757 | $ 41,624 | $ 42,404 | $ 38,052 | $ 41,878 | $ 39,039 | $ 43,701 | $ 34,869 | $ 80,456 | $ 122,080 | $ 173,837 | $ 159,487 | $ 131,796 |
Cost of revenue | 24,024 | 24,394 | 21,859 | 46,253 | 70,277 | 99,266 | 101,673 | 77,925 | |||||
Gross profit | 22,768 | 17,600 | 18,010 | 16,193 | 16,087 | 14,993 | 14,808 | 11,926 | 34,203 | 51,803 | 74,571 | 57,814 | 53,871 |
Total operating expenses | 46,280 | 23,139 | 23,033 | 46,172 | 92,452 | 117,338 | 81,002 | 67,393 | |||||
Loss from operations | (28,680) | (5,129) | (6,840) | (11,969) | (40,649) | (42,767) | (23,188) | (13,522) | |||||
Total interest and other income, net | 77 | 6 | 12 | 18 | 95 | 20 | 42 | 212 | |||||
Loss before provision for income taxes | (28,603) | (5,123) | (6,828) | (11,951) | (40,554) | (42,747) | (23,146) | (13,310) | |||||
Provision for income taxes | 19 | 117 | 122 | 239 | 258 | 483 | 343 | 206 | |||||
Net loss | $ (2,418) | $ (28,622) | $ (5,240) | $ (6,950) | $ (5,414) | $ (5,474) | $ (5,372) | $ (7,229) | $ (12,190) | $ (40,812) | $ (43,230) | $ (23,489) | $ (29,365) |
Basic and diluted net loss per share (in dollars per share) | $ (0.05) | $ (0.55) | $ (0.10) | $ (0.14) | $ (0.11) | $ (0.11) | $ (0.11) | $ (0.14) | $ (0.24) | $ (0.79) | $ (0.84) | $ (0.46) | $ (1.02) |
Basic and diluted weighted-average number of shares outstanding | 52,186,221 | 51,875,785 | 51,445,613 | 51,217,220 | 51,088,012 | 50,751,303 | 50,403,168 | 50,297,747 | 51,332,047 | 51,515,285 | 51,684,397 | 50,637,541 | 28,761,700 |
As Reported | |||||||||||||
Revenue | $ 49,273 | $ 46,072 | $ 40,603 | $ 86,675 | $ 135,948 | ||||||||
Cost of revenue | 31,673 | 28,062 | 24,410 | 52,472 | 84,145 | ||||||||
Gross profit | 17,600 | 18,010 | 16,193 | 34,203 | 51,803 | ||||||||
Total operating expenses | 46,280 | 23,139 | 23,033 | 46,172 | 92,452 | ||||||||
Loss from operations | (28,680) | (5,129) | (6,840) | (11,969) | (40,649) | ||||||||
Total interest and other income, net | 77 | 6 | 12 | 18 | 95 | ||||||||
Loss before provision for income taxes | (28,603) | (5,123) | (6,828) | (11,951) | (40,554) | ||||||||
Provision for income taxes | 19 | 117 | 122 | 239 | 258 | ||||||||
Net loss | $ (28,622) | $ (5,240) | $ (6,950) | $ (12,190) | $ (40,812) | ||||||||
Basic and diluted net loss per share (in dollars per share) | $ (0.55) | $ (0.10) | $ (0.14) | $ (0.24) | $ (0.79) | ||||||||
Basic and diluted weighted-average number of shares outstanding | 51,875,785 | 51,445,613 | 51,217,220 | 51,332,047 | 51,515,285 | ||||||||
Adjustments | |||||||||||||
Revenue | $ (7,649) | $ (3,668) | $ (2,551) | $ (6,219) | $ (13,868) | ||||||||
Cost of revenue | $ (7,649) | $ (3,668) | $ (2,551) | $ (6,219) | $ (13,868) |