Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | TREMOR VIDEO INC. | |
Entity Central Index Key | 1,375,796 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,121,884 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 28,032 | $ 43,160 |
Accounts receivable, net of allowance for doubtful accounts of $299 and $3 as of March 31, 2017 and December 31, 2016, respectively | 67,665 | 79,027 |
Prepaid expenses and other current assets | 3,114 | 2,405 |
Total current assets | 98,811 | 124,592 |
Long-term assets: | ||
Restricted cash | 770 | |
Property and equipment, net of accumulated depreciation of $12,547 and $11,282 as of March 31, 2017 and December 31, 2016, respectively | 9,209 | 9,656 |
Intangible assets, net of accumulated amortization of $30,121 and $29,012 as of March 31, 2017 and December 31, 2016, respectively | 5,933 | 6,922 |
Goodwill | 10,871 | 10,758 |
Other assets | 1,596 | 1,527 |
Total long-term assets | 27,609 | 29,633 |
Total assets | 126,420 | 154,225 |
Current liabilities: | ||
Accounts payable and accrued expenses | 44,653 | 64,691 |
Deferred rent, short-term | 880 | 704 |
Contingent consideration on acquisition, short-term | 3,517 | 2,483 |
Deferred revenue | 27 | 5 |
Capital leases, short-term | 352 | 362 |
Other current liabilities | 100 | 179 |
Total current liabilities | 49,529 | 68,424 |
Long-term liabilities: | ||
Deferred rent | 5,778 | 6,072 |
Deferred tax liabilities | 446 | 447 |
Capital leases | 668 | 760 |
Total liabilities | 56,421 | 75,703 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value: 250,000,000 shares authorized as of March 31, 2017 and December 31, respectively; 50,078,359 and 50,431,324 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 5 | 5 |
Treasury stock, at cost 3,845,496 and 2,861,632 shares, respectively | (8,443) | (6,037) |
Additional paid-in capital | 284,237 | 283,486 |
Accumulated other comprehensive (loss) income | (245) | (331) |
Accumulated deficit | (205,555) | (198,601) |
Total stockholders' equity | 69,999 | 78,522 |
Total liabilities and stockholders' equity | $ 126,420 | $ 154,225 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 299 | $ 3 |
Property and equipment, accumulated depreciation | 12,547 | 11,282 |
Intangible assets, accumulated amortization | $ 30,121 | $ 29,012 |
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 | 50,078,359 | 50,431,324 |
Common stock, shares outstanding | 50,078,359 | 50,431,324 |
Treasury stock, shares | 3,845,496 | 2,861,632 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statements of Operations | ||
Revenue | $ 41,400 | $ 34,565 |
Cost of revenue | 22,023 | 18,347 |
Gross profit | 19,377 | 16,218 |
Operating expenses: | ||
Technology and development | 5,661 | 5,843 |
Sales and marketing | 13,053 | 12,664 |
General and administrative | 5,083 | 4,922 |
Depreciation and amortization | 2,349 | 2,239 |
Mark-to-market | 55 | 1,044 |
Total operating expenses | 26,201 | 26,712 |
Loss from operations | (6,824) | (10,494) |
Interest and other (expense) income, net: | ||
Interest expense | (52) | (2) |
Other Income/(expense), net | 25 | (252) |
Total interest and other (expense) income, net | (27) | (254) |
Loss before provision for income taxes | (6,851) | (10,748) |
Provision for income taxes | 9 | 326 |
Net loss | $ (6,860) | $ (11,074) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (0.14) | $ (0.21) |
Weighted-average number of shares of common stock outstanding: | ||
Basic and diluted (in shares) | 49,998,547 | 52,372,857 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (6,860) | $ (11,074) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 86 | (22) |
Comprehensive loss | $ (6,774) | $ (11,096) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 5 | $ (6,037) | $ 283,486 | $ (331) | $ (198,601) | $ 78,522 |
Balance (in shares) at Dec. 31, 2016 | 50,431,324 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options awards | 38 | $ 38 | ||||
Exercise of stock options awards (in shares) | 33,978 | 33,978 | ||||
Stock-based compensation expense | 1,016 | $ 1,016 | ||||
Cumulative-effect adjustment for stock compensation forfeitures | 94 | (94) | ||||
Common stock issued for settlement of restricted stock units net of 290,657 shares withheld to satisfy income tax withholding obligations | (654) | (654) | ||||
Common stock issued for settlement of restricted stock units net of 290,657 shares withheld to satisfy income tax withholding obligations (in shares) | 420,023 | |||||
Common stock issuance in connection with employee stock purchase plan | 257 | 257 | ||||
Common stock issuance in connection with employee stock purchase plan (in shares) | 176,898 | |||||
Treasury stock - repurchase of stock | $ (2,406) | (2,406) | (2,406) | |||
Treasury stock - repurchase of stock (in shares) | (983,864) | |||||
Net loss | (6,860) | (6,860) | ||||
Foreign currency translation adjustment | 86 | 86 | ||||
Balance at Mar. 31, 2017 | $ 5 | $ (8,443) | $ 284,237 | $ (245) | $ (205,555) | $ 69,999 |
Balance (in shares) at Mar. 31, 2017 | 50,078,359 |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2017shares | |
Consolidated Statements of Changes in Stockholders' Equity | |
Common stock withheld to satisfy income tax withholding obligations relating to restricted stock units (in shares) | 290,657 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,860) | $ (11,074) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,349 | 2,239 |
Loss from sublease | 341 | |
Bad debt (recovery)/expense | 296 | (35) |
Mark-to-market expense | 55 | 1,049 |
Compensation expense related to the acquisition contingent consideration | 825 | 1,206 |
Stock-based compensation expense | 1,016 | 964 |
Deferred tax benefit | (27) | |
Net changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 11,262 | 17,966 |
Increase in prepaid expenses, other current assets and other long-term assets | (779) | (137) |
Decrease in accounts payable and accrued expenses | (20,499) | (14,932) |
Decrease in other current liabilities | (79) | |
(Decrease)/increase in deferred rent and security deposits payable | (118) | 245 |
Decrease/(increase) in restricted cash | 770 | (320) |
Increase in deferred revenue | 22 | 79 |
Net cash used in operating activities | (11,767) | (2,409) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (754) | (854) |
Net cash used in investing activities | (754) | (854) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options awards | 38 | |
Proceeds from common stock issuance | 256 | |
Principal portion of capital lease payments | (102) | |
Treasury stock - repurchase of stock | (2,406) | |
Tax withholdings related to net share settlements of restricted stock unit awards (RSUs) | (654) | (215) |
Net cash used in financing activities | (2,868) | (215) |
Net decrease in cash and cash equivalents | (15,389) | (3,478) |
Effect of exchange rate changes in cash and cash equivalents | 261 | 35 |
Cash and cash equivalents at beginning of period | 43,160 | 59,887 |
Cash and cash equivalents at end of period | 28,032 | 56,444 |
Supplemental disclosure of cash flow activities: | ||
Cash paid for income taxes | 13 | 187 |
Cash paid for interest expense | 52 | 2 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 68 | 1,380 |
Common stock issued for settlement of RSUs | $ 946 | $ 318 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 connected TVs, to make advertising more relevant to consumers and deliver maximum results for buyers and sellers. On August 3, 2015 (the “Acquisition Date”), 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 | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commissions (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive loss and cash flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year or the results for any future periods due to seasonal and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016 filed with the SEC on March 10, 2017. Principles of Consolidation The unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in the accompanying unaudited interim consolidated financial statements. 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 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 collection is reasonably assured. During the quarters ended March 31, 2017 and 2016, there were no advertisers that accounted for more than 10% of revenue. At March 31, 2017 there was one advertiser that accounted for 10.9% of outstanding accounts receivables. At March 31, 2016, there were no advertisers that accounted for more than 10% of outstanding accounts receivables. Recently Issued Accounting Pronouncements FASB Accounting Standards Update No. 2016-15 — Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued Accounting Standards Update (“ASU”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This update is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. 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. 2016-09 — Compensation — Stock Compensation (Topic 718) In March 2016, the FASB issued Accounting Standards Update (“ASU”), which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This update is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, with early adoption permitted. The Company has adopted the provisions of ASU 2016-09 in the first quarter of 2017. The guidance requires the recognition in the income statement of the income tax effects of vested or settled awards. Further, the guidance requires that the recognition of anticipated tax windfalls/shortfalls be excluded in the calculation of assumed proceeds when applying the treasury stock method. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes and not classify the award as a liability that requires valuation on a mark-to-market basis. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. As a result of the adoption, the impact to the financial statements resulted in an increase in the accumulated deficit and a corresponding increase in additional paid-in capital of $94 during the quarter ended March 31, 2017. 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 has determined that there is no impact 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. 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 will adopt the new standard in the first quarter of 2018 and expects to apply the modified retrospective approach. We are in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources in addition to the engagement of a third party service provider to assist in the evaluation. Implementation efforts, to date, have included training on the new standard and preparing initial gap assessments on the Company’s significant revenue streams through its buyer and seller platforms. While we continue to assess the potential impacts of the new standard, including the areas described above, we do not know or cannot reasonably estimate quantitative information related to the impact of the new standard on our financial statements at this time. However, as the implementation efforts progress through 2017, the Company will continue to provide updated disclosures within its periodic filings on Form 10-Q. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 December 31, 2016 (unaudited) 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 $14,405 and $9,450 of operating cash balances as of March 31, 2017 and December 31, 2016, respectively. (2) On the Acquisition Date, the Company acquired all of the outstanding shares of TVN. In connection with the acquisition, the former stockholders of TVN (“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 the periods from July 1, 2015 to June 30, 2016 (the “Year 1 Earn-Out Period”) and the period from July 1, 2016 to June 30, 2017 (the “Year 2 Earn-Out Period”), a portion of which is also contingent on continued employment of certain TVN Sellers (the “TVN Employee Sellers”) by the Company. In estimating the fair value of the contingent consideration, the Company used a Monte-Carlo valuation model based on future expectations on reaching financial milestones, other management assumptions (including operating results, business plans, anticipated future cash flows, and marketplace data), 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. 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 three months ended March 31, 2017: 2017 Beginning balance at January 1, 2017 $ Compensation expense (1) Mark-to-market expense (2) Foreign currency translation adjustment Ending balance at March 31, 2017 $ (1) Represents the estimated fair value of contingent consideration attributable to the TVN Employee Sellers that has been recorded during the three months ended March 31, 2017. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN. The Company recorded the compensation-related expenses in connection with the continued employment of the TVN Employee Sellers within sales and marketing expenses in its consolidated statements of operations. (2) Reflects expense incurred based on the Company’s re-measurement, at March 31, 2017, of the estimated fair value of the contingent consideration relating to the TVN Sellers that are not required to remain employed with the Company as a condition to earning such contingent consideration. Amounts recorded as mark-to-market expense relating to Level 3 instruments are recorded in operating expense. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
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: March 31, December 31, 2017 2016 (unaudited) Prepaid expenses and other current assets $ $ Prepaid rent Leasehold improvement incentives Deferred rental income Total prepaid expenses and other current assets $ $ |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2017 | |
Property and Equipment, Net | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of: March 31, December 31, 2017 2016 (unaudited) Leasehold improvements $ $ Computer hardware Furniture and fixtures Computer software Office equipment Total property and equipment Less: accumulated depreciation ) ) Total property and equipment, net of accumulated depreciation $ $ The depreciation expense related to property and equipment was $1,269 and $1,078 for the three months ended March 31, 2017 and 2016, respectively. For the three months ended March 31, 2016, the Company recorded a net loss of $341 on the subleasing of office space included within other (expense) income, net in the Company’s consolidated statements of operations. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2017 | |
Acquisition | |
Acquisition | 6. Acquisition On the Acquisition Date, the Company acquired all of the outstanding shares of TVN. As consideration for the acquisition of the equity of TVN, the Company made an initial payment to the TVN Sellers of $3,040 Australian dollars ($2,217 U.S. dollars based on the currency exchange rate on the Acquisition Date), subject to certain adjustments as set forth in the acquisition agreement, and is required to make payments of $380 Australian dollars ($277 U.S. dollars based on the currency exchange rate on the Acquisition Date) on each of the first and second anniversary of the closing, respectively. Subsequent to the Acquisition Date, the Company paid an additional $661 Australian dollars ($482 U.S. dollars based on the currency exchange rate on the payment date) to the TVN Sellers for certain working capital adjustments. 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 for the Year 1 Earn-Out Period and Year 2 Earn-Out Period, a portion of which is also contingent on continued employment of certain TVN Employee Sellers. Subsequent to the Acquisition Date, the Company and TVN Sellers agreed to modify certain financial milestones and reduced the eligible contingent payments from $12,200 Australian dollars ($8,896 U.S. dollars based on the currency exchange rate on the Acquisition Date) to $10,470 Australian dollars ($7,651 U.S. dollars based on the currency exchange rate on the modification date). As of the Acquisition Date, the Company estimated the fair value of the contingent consideration to be $3,870 Australian dollars ($2,822 U.S. dollars based on the currency exchange rate on the Acquisition Date), of which the Company recorded $1,122 Australian dollars ($818 U.S. dollars based on the currency exchange rate on the Acquisition Date) as purchase 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. Subsequent to the date of acquisition, the Company re-measured the estimated fair value of the contingent consideration at each reporting date. Refer to note 3 for further discussion on assumptions used to estimate the fair value of the contingent consideration. On August 16, 2016, the Company made a payment to the TVN Sellers of $4,990 Australian Dollars ($3,837 U.S. Dollars based on the currency exchange rate on the date of payment), based on the performance of TVN during the Year 1 Earn-Out Period. As of March 31, 2017, the estimated fair value of the contingent cash consideration for the Year 2 Earn-Out Period is $5,600 Australian dollars ($4,282 U.S. dollars based on the currency exchange rate at March 31, 2017). For the TVN Employee 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 Employee Sellers was excluded from the purchase consideration and such amounts will be recorded as compensation expense over the Year 1 Earn-Out Period and Year 2 Earn-Out Period. The estimated fair value of the contingent cash consideration related to such TVN Employee Sellers as of March 31, 2017 for the Year 2 Earn-Out Period is $4,000 Australian dollars ($3,058 U.S. dollars based on the currency exchange rate at the March 31, 2017). For the three months ended March 31, 2017, the Company recorded $825 in compensation-related expenses in connection with the continued employment of the TVN Employee Sellers within sales and marketing expenses in its consolidated statements of operations. For the TVN Sellers that are not TVN Employee Sellers, the estimated fair value of the contingent cash consideration as of March 31 2017 for the Year 2 Earn-Out Period is $1,600 Australian dollars ($1,223 U.S. dollars based on the currency exchange rate at March 31, 2017). For the three months ended March 31 2017, the Company recorded $55 in mark-to-market expense in the Company’s consolidated statements of operations. The total consideration transferred in the acquisition 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 results of operations of TVN have been included in the Company’s consolidated statements of operations since the Acquisition Date. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 7. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of: March 31, December 31, 2017 2016 (unaudited) Trade accounts payable $ $ Accrued compensation, benefits and payroll taxes Accrued cost of sales Other payables and accrued expenses Total accounts payable and accrued expenses $ $ |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2017 | |
Changes in Accumulated Other Comprehensive (Loss) Income | |
Changes in Accumulated Other Comprehensive (Loss) Income | 8. Changes in Accumulated Other Comprehensive (Loss) Income The following tables provide the components of accumulated other comprehensive (loss) income: Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2017 $ ) $ ) Other comprehensive income (1) Ending balance at March 31, 2017 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2016 $ ) ) Other comprehensive loss (1) ) ) Ending balance at March 31, 2016 $ ) ) (1) For the three months ended March 31, 2017 and 2016, there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Contingencies The Company is from time to time involved with various claims and litigation arising 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 March 31, 2017 and December 31, 2016, 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Compensation | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company included stock-based compensation expense related to its stock-based awards in various operating expense categories for the three months ended March 31, 2017 and 2016 as follows: Three Months Ended March 31, 2017 2016 (unaudited) Technology and development $ $ Sales and marketing General and administrative Total stock-based compensation expense $ $ 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 March 31, 2017: Number of Weighted Stock Option Average Awards Exercise Price Outstanding Per Share Stock option awards outstanding as of December 31, 2016 (1) $ Stock option awards granted — — Stock option awards forfeited ) Stock option awards exercised ) Stock option awards outstanding as of March 31, 2017 Stock option awards vested and exercisable as of March 31, 2017 (2) (1) Includes employment inducement stock option awards granted to the Company’s Chief Financial Officer (“CFO”), Chief Technology Officer (“CTO”), and Chief Marketing Officer (“CMO”) covering 570,000, 350,000 and 125,000 shares of common stock, respectively (collectively, “Inducement Awards”). The Inducement 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. (2) Includes the vested portion of each Inducement Award. Other selected information is as follows: Three Months Ended March 31, 2017 2016 (unaudited) 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. Estimated forfeitures are based on actual historical pre-vesting forfeitures. 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. There was $904 of total unrecognized compensation cost related to non-vested stock option awards granted under the Company’s equity incentive plans as of March 31, 2017. This cost is expected to be recognized over a weighted-average period of 2.39 years. Non-vested Restricted Stock Units (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 three months ended March 31, 2017: Number of Weighted Shares of Average Restricted Grant Date Stock Unit Fair Value Awards Per Share Non-vested restricted stock unit awards outstanding as of December 31, 2016 $ Restricted stock unit awards granted Restricted stock unit awards forfeited ) Restricted stock unit awards vested ) Non-vested restricted stock unit awards outstanding as of March 31, 2017 There was $9,000 of total unrecognized compensation cost related to non-vested restricted stock unit awards granted under the Company’s equity incentive plans as of March 31, 2017. This cost is expected to be recognized over a weighted-average period of 3.26 years. Employee Stock Purchase Plan In April 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. 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. The Company’s current offering period commenced in February 2017 and will end in August 2017. 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. During the three months ended March 31, 2017, employees purchased 176,898 shares of common stock pursuant to the ESPP at an exercise price of $1.44 per share. No more than 2,000,000 shares of common stock are reserved for future issuance under the 2014 ESPP of which 1,103,671 shares remain available at March 31, 2017. The fair value for each award under the 2014 ESPP is 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. 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. There was $92 of total unrecognized compensation cost related to awards under the 2014 ESPP as of March 31, 2017. This cost is expected to be recognized over a weighted-average period of less than one year. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss Per Share of Common Stock | |
Net Loss Per Share of Common Stock | 11. Net Loss Per Share of Common Stock Three Months Ended March 31, 2017 2016 (unaudited) Numerator: Net loss $ ) $ ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share Basic and diluted net loss per share $ ) $ ) The following securities were outstanding during the periods presented below and have been excluded from the calculation of diluted net loss per share of common stock because the effect is anti-dilutive: Three Months Ended March 31, 2017 2016 (unaudited) Warrants to purchase common stock Stock option awards Restricted stock unit awards Total anti-dilutive securities |
Stock Repurchases
Stock Repurchases | 3 Months Ended |
Mar. 31, 2017 | |
Stock Repurchases | |
Stock Repurchases | 12. Stock Repurchases On March 29, 2016 the Company announced that the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to purchase up to $15,000 of common stock over an eighteen month period commencing March 25, 2016. The repurchases may be made, from time to time, in the open market or by privately negotiated transactions, and are expected to be funded from cash on hand. The share repurchase program may be suspended, modified or discontinued at any time. During the three months ended March 31, 2017, the Company made open-market purchases totaling 983,864 shares of common stock, respectively for an aggregate purchase price of $2,406. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commissions (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive loss and cash flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year or the results for any future periods due to seasonal and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Company’s Form 10-K for the year ended December 31, 2016 filed with the SEC on March 10, 2017. |
Principles of Consolidation | Principles of Consolidation The unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in the accompanying unaudited interim consolidated financial statements. |
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 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 collection is reasonably assured. During the quarters ended March 31, 2017 and 2016, there were no advertisers that accounted for more than 10% of revenue. At March 31, 2017 there was one advertiser that accounted for 10.9% of outstanding accounts receivables. At March 31, 2016, there were no advertisers that accounted for more than 10% of outstanding accounts receivables. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements FASB Accounting Standards Update No. 2016-15 — Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued Accounting Standards Update (“ASU”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This update is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. 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. 2016-09 — Compensation — Stock Compensation (Topic 718) In March 2016, the FASB issued Accounting Standards Update (“ASU”), which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This update is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, with early adoption permitted. The Company has adopted the provisions of ASU 2016-09 in the first quarter of 2017. The guidance requires the recognition in the income statement of the income tax effects of vested or settled awards. Further, the guidance requires that the recognition of anticipated tax windfalls/shortfalls be excluded in the calculation of assumed proceeds when applying the treasury stock method. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes and not classify the award as a liability that requires valuation on a mark-to-market basis. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. As a result of the adoption, the impact to the financial statements resulted in an increase in the accumulated deficit and a corresponding increase in additional paid-in capital of $94 during the quarter ended March 31, 2017. 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 has determined that there is no impact 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. 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 will adopt the new standard in the first quarter of 2018 and expects to apply the modified retrospective approach. We are in the initial stages of our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources in addition to the engagement of a third party service provider to assist in the evaluation. Implementation efforts, to date, have included training on the new standard and preparing initial gap assessments on the Company’s significant revenue streams through its buyer and seller platforms. While we continue to assess the potential impacts of the new standard, including the areas described above, we do not know or cannot reasonably estimate quantitative information related to the impact of the new standard on our financial statements at this time. However, as the implementation efforts progress through 2017, the Company will continue to provide updated disclosures within its periodic filings on Form 10-Q. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements | |
Schedule of the assets and liabilities measured at fair value on a recurring basis | March 31, 2017 December 31, 2016 (unaudited) 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 $14,405 and $9,450 of operating cash balances as of March 31, 2017 and December 31, 2016, respectively. (2) On the Acquisition Date, the Company acquired all of the outstanding shares of TVN. In connection with the acquisition, the former stockholders of TVN (“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 the periods from July 1, 2015 to June 30, 2016 (the “Year 1 Earn-Out Period”) and the period from July 1, 2016 to June 30, 2017 (the “Year 2 Earn-Out Period”), a portion of which is also contingent on continued employment of certain TVN Sellers (the “TVN Employee Sellers”) by the Company. In estimating the fair value of the contingent consideration, the Company used a Monte-Carlo valuation model based on future expectations on reaching financial milestones, other management assumptions (including operating results, business plans, anticipated future cash flows, and marketplace data), 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. |
Schedule of changes in the Company's Level 3 instruments measured at fair value on a recurring basis | 2017 Beginning balance at January 1, 2017 $ Compensation expense (1) Mark-to-market expense (2) Foreign currency translation adjustment Ending balance at March 31, 2017 $ (1) Represents the estimated fair value of contingent consideration attributable to the TVN Employee Sellers that has been recorded during the three months ended March 31, 2017. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN. The Company recorded the compensation-related expenses in connection with the continued employment of the TVN Employee Sellers within sales and marketing expenses in its consolidated statements of operations. (2) Reflects expense incurred based on the Company’s re-measurement, at March 31, 2017, of the estimated fair value of the contingent consideration relating to the TVN Sellers that are not required to remain employed with the Company as a condition to earning such contingent consideration. Amounts recorded as mark-to-market expense relating to Level 3 instruments are recorded in operating expense. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN. |
Prepaid Expenses and Other Cu23
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | March 31, December 31, 2017 2016 (unaudited) Prepaid expenses and other current assets $ $ Prepaid rent Leasehold improvement incentives Deferred rental income Total prepaid expenses and other current assets $ $ |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | March 31, December 31, 2017 2016 (unaudited) Leasehold improvements $ $ Computer hardware Furniture and fixtures Computer software Office equipment Total property and equipment Less: accumulated depreciation ) ) Total property and equipment, net of accumulated depreciation $ $ |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | March 31, December 31, 2017 2016 (unaudited) Trade accounts payable $ $ Accrued compensation, benefits and payroll taxes Accrued cost of sales Other payables and accrued expenses Total accounts payable and accrued expenses $ $ |
Changes in Accumulated Other 26
Changes in Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 $ ) $ ) Other comprehensive income (1) Ending balance at March 31, 2017 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2016 $ ) ) Other comprehensive loss (1) ) ) Ending balance at March 31, 2016 $ ) ) (1) For the three months ended March 31, 2017 and 2016, there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stock-Based Compensation | |
Schedule of the stock-based compensation expense | Three Months Ended March 31, 2017 2016 (unaudited) Technology and development $ $ Sales and marketing General and administrative Total stock-based compensation expense $ $ |
Schedule of stock option activity for all plans | Number of Weighted Stock Option Average Awards Exercise Price Outstanding Per Share Stock option awards outstanding as of December 31, 2016 (1) $ Stock option awards granted — — Stock option awards forfeited ) Stock option awards exercised ) Stock option awards outstanding as of March 31, 2017 Stock option awards vested and exercisable as of March 31, 2017 (2) (1) Includes employment inducement stock option awards granted to the Company’s Chief Financial Officer (“CFO”), Chief Technology Officer (“CTO”), and Chief Marketing Officer (“CMO”) covering 570,000, 350,000 and 125,000 shares of common stock, respectively (collectively, “Inducement Awards”). The Inducement 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. (2) Includes the vested portion of each Inducement Award. |
Schedule of other selected information including aggregate fair value of awards | Three Months Ended March 31, 2017 2016 (unaudited) 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 the Company's non-vested restricted stock unit award activity | Number of Weighted Shares of Average Restricted Grant Date Stock Unit Fair Value Awards Per Share Non-vested restricted stock unit awards outstanding as of December 31, 2016 $ Restricted stock unit awards granted Restricted stock unit awards forfeited ) Restricted stock unit awards vested ) Non-vested restricted stock unit awards outstanding as of March 31, 2017 |
Net Loss Per Share of Common 28
Net Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Net Loss Per Share of Common Stock | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Three Months Ended March 31, 2017 2016 (unaudited) Numerator: Net loss $ ) $ ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share Basic and diluted net loss per share $ ) $ ) |
Schedule of securities excluded from the calculation of diluted net loss per share of common stock | Three Months Ended March 31, 2017 2016 (unaudited) Warrants to purchase common stock Stock option awards Restricted stock unit awards Total anti-dilutive securities |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | |
Summary of Significant Accounting Policies | ||
Additional paid-in capital | $ 284,237 | $ 283,486 |
Accumulated deficit | (205,555) | $ (198,601) |
Accounting Standards Update 2016-09 | ||
Summary of Significant Accounting Policies | ||
Additional paid-in capital | 94 | |
Accumulated deficit | $ (94) | |
Accounts receivable | Advertiser concentration | ||
Summary of Significant Accounting Policies | ||
Number of advertisers accounting for more than 10% | item | 1 | |
Concentration risk percent | 10.90% |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands | Aug. 03, 2015 | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Measurements | |||
Operating cash balances | $ 14,405 | $ 9,450 | |
TVN | Earnout Period | |||
Fair Value Measurements | |||
Period following closing date during which additional payments may be required | 2 years | ||
Recurring | |||
Fair Value Measurements | |||
Money market funds | 13,627 | 33,710 | |
Contingent consideration on acquisition liability | 3,517 | 2,483 | |
Recurring | Level 1 | |||
Fair Value Measurements | |||
Money market funds | 13,627 | 33,710 | |
Recurring | Level 3 | |||
Fair Value Measurements | |||
Contingent consideration on acquisition liability | $ 3,517 | $ 2,483 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 (Details) - Recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Changes in the Company's Level 3 instruments measured at fair value | |
Balance at the beginning of the period | $ 2,483 |
Compensation expense | 825 |
Mark-to-market expense | 55 |
Foreign currency translation adjustment | 154 |
Balance at the end of the period | $ 3,517 |
Prepaid Expenses and Other Cu32
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses and other current assets | $ 2,932 | $ 2,240 |
Prepaid rent | 36 | 19 |
Leasehold improvement incentives | 55 | 55 |
Deferred rental income | 91 | 91 |
Total prepaid expenses and other current assets | $ 3,114 | $ 2,405 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property and Equipment, Net | |||
Total | $ 21,756 | $ 20,938 | |
Less: accumulated depreciation | (12,547) | (11,282) | |
Total property and equipment, net of accumulated depreciation | 9,209 | 9,656 | |
Depreciation expense related to property and equipment | 1,269 | $ 1,078 | |
Net loss on sublease | (341) | ||
Other (expense) income, net | |||
Property and Equipment, Net | |||
Net loss on sublease | $ (341) | ||
Leasehold improvements | |||
Property and Equipment, Net | |||
Total | 8,561 | 8,524 | |
Computer hardware | |||
Property and Equipment, Net | |||
Total | 9,502 | 8,909 | |
Furniture and fixtures | |||
Property and Equipment, Net | |||
Total | 1,783 | 1,708 | |
Computer software | |||
Property and Equipment, Net | |||
Total | 1,679 | 1,571 | |
Office equipment | |||
Property and Equipment, Net | |||
Total | $ 231 | $ 226 |
Acquisition (Details)
Acquisition (Details) AUD in Thousands, $ in Thousands | Aug. 16, 2016AUD | Aug. 16, 2016USD ($) | Aug. 03, 2015AUD | Aug. 03, 2015USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017AUD | Mar. 31, 2017USD ($) | Dec. 31, 2016AUD | Dec. 31, 2016USD ($) | Aug. 03, 2015USD ($) |
Acquisition | |||||||||||
Mark-to-market | $ 55 | $ 1,044 | |||||||||
TVN | |||||||||||
Acquisition | |||||||||||
Initial payment | AUD 3,040 | $ 2,217 | |||||||||
Payment due, first anniversary of closing | 380 | 277 | |||||||||
Payment due, second anniversary of closing | 380 | 277 | |||||||||
Additional payment made subsequent to finalization of working capital adjustments | 661 | $ 482 | |||||||||
Maximum future contingent consideration | 12,200 | AUD 10,470 | $ 7,651 | $ 8,896 | |||||||
TVN | Estimate of fair value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | AUD 3,870 | 2,822 | |||||||||
TVN | Earnout Period | |||||||||||
Acquisition | |||||||||||
Period following closing date during which additional payments may be required | 2 years | 2 years | |||||||||
TVN | Earnout Period, Year One | |||||||||||
Acquisition | |||||||||||
Contingent consideration payments | AUD 4,990 | $ 3,837 | |||||||||
TVN | Earnout Period, Year Two | Estimate of fair value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | AUD 5,600 | $ 4,282 | |||||||||
TVN | Contingent consideration payable to employee sellers | Sales and marketing | |||||||||||
Acquisition | |||||||||||
Compensation-related expenses | $ 825 | ||||||||||
TVN | Contingent consideration payable to employee sellers | Earnout Period, Year Two | Estimate of fair value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | 4,000 | 3,058 | |||||||||
TVN | Contingent consideration payable to non employee sellers | Estimate of fair value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | AUD 1,122 | $ 818 | |||||||||
TVN | Contingent consideration payable to non employee sellers | Earnout Period, Year Two | Estimate of fair value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | AUD 1,600 | $ 1,223 |
Accounts Payable and Accrued 35
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Expenses | ||
Trade accounts payable | $ 32,970 | $ 49,074 |
Accrued compensation, benefits and payroll taxes | 4,485 | 7,023 |
Accrued cost of sales | 6,138 | 7,559 |
Other payables and accrued expenses | 1,060 | 1,035 |
Total accounts payable and accrued expenses | $ 44,653 | $ 64,691 |
Changes in Accumulated Other 36
Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Changes in Accumulated Other Comprehensive (Loss) Income | ||
Balance at the beginning of the period | $ (331,000) | $ (55,000) |
Other comprehensive income (loss) | 86,000 | (22,000) |
Balance at the end of the period | (245,000) | (77,000) |
Reclassifications from accumulated other comprehensive (loss) income | 0 | 0 |
Foreign Currency Translation Adjustment | ||
Changes in Accumulated Other Comprehensive (Loss) Income | ||
Balance at the beginning of the period | (331,000) | (55,000) |
Other comprehensive income (loss) | 86,000 | (22,000) |
Balance at the end of the period | $ (245,000) | $ (77,000) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Legal Contingencies | ||
Reserves recorded | $ 0 | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-Based Compensation | ||
Stock-based compensation expense | $ 1,016 | $ 964 |
Technology and development | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 211 | 218 |
Sales and marketing | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 368 | 386 |
General and administrative | ||
Stock-Based Compensation | ||
Stock-based compensation expense | $ 437 | $ 360 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Awards Outstanding Rollforward (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Stock Option Awards Outstanding | |
Stock option awards outstanding at the beginning of the period (in shares) | 6,425,832 |
Stock option awards forfeited (in shares) | (85,558) |
Stock option awards exercised (in shares) | (33,978) |
Stock option awards outstanding at the end of the period (in shares) | 6,306,296 |
Stock option awards vested and exercisable at the end of the period (in shares) | 5,178,135 |
Weighted Average Exercise Price Per Share | |
Stock option awards outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 3.65 |
Stock option awards forfeited (in dollars per share) | $ / shares | 4.29 |
Stock option awards exercised (in dollars per share) | $ / shares | 1.11 |
Stock option awards outstanding at the end of the period (in dollars per share) | $ / shares | 3.65 |
Stock option awards vested and exercisable at the end of the period (in dollars per share) | $ / shares | $ 3.95 |
Stock option awards | |
Stock-Based Compensation | |
Cliff period | 1 year |
Stock option awards | Maximum | |
Stock-Based Compensation | |
Vesting period | 4 years |
Expiration period | 10 years |
CFO | 2013 Plan | |
Number of Stock Option Awards Outstanding | |
Stock option awards granted (in shares) | 570,000 |
CTO | 2013 Plan | |
Number of Stock Option Awards Outstanding | |
Stock option awards granted (in shares) | 350,000 |
CMO | 2013 Plan | |
Number of Stock Option Awards Outstanding | |
Stock option awards granted (in shares) | 125,000 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Selected Info (Details) - Stock option awards - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-Based Compensation | ||
Aggregate intrinsic value of stock option awards exercised | $ 46 | |
Weighted-average grant-date fair value per share of stock option awards granted (in dollars per share) | $ 0.60 | |
Cash proceeds received from stock option awards exercised | $ 38 | |
Dividend yield (as a percent) | 0.00% | |
Unrecognized compensation cost related to non-vested stock option awards | $ 904 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 2 years 4 months 21 days |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-vested Restricted Stock (Details) - Restricted stock unit awards $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Restricted Stock Unit (RSU) Awards Outstanding | |
Unrecognized compensation cost related to non-vested restricted stock unit awards | $ | $ 9,000 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 3 months 4 days |
Number of Shares of Restricted Stock Unit Awards | |
Non-vested restricted stock unit awards outstanding at the beginning of the period (in shares) | shares | 3,750,292 |
Restricted stock unit awards granted (In shares) | shares | 1,973,297 |
Restricted stock unit awards forfeited (in shares) | shares | (224,899) |
Restricted stock unit awards vested (in shares) | shares | (710,680) |
Non-vested restricted stock unit awards outstanding at the end of the period (in shares) | shares | 4,788,010 |
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) | $ / shares | $ 2.07 |
Restricted stock unit awards granted (in dollars per share) | $ / shares | 2.15 |
Restricted stock unit awards forfeited (in dollars per share) | $ / shares | 2.14 |
Restricted stock unit awards vested (in dollars per share) | $ / shares | 2.17 |
Non-vested restricted stock unit awards outstanding at the end of the period (in dollars per shares) | $ / shares | $ 2.08 |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP (Details) - 2014 ESPP - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Apr. 30, 2014 | Mar. 31, 2017 | |
Stock-Based Compensation | ||
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 ESPP (per share) | $ 25 | |
Common stock purchased | 176,898 | |
Exercise price of common stock purchased | $ 1.44 | |
Shares of common stock reserved for future issuance | 1,103,671 | |
Expected life (in years) | 6 months | |
Dividend yield (as a percent) | 0.00% | |
Unrecognized compensation cost related to non-vested restricted stock unit awards | $ 92 | |
Maximum | ||
Stock-Based Compensation | ||
Shares of common stock reserved for future issuance | 2,000,000 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 1 year |
Net Loss Per Share of Common 43
Net Loss Per Share of Common Stock - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss | $ (6,860) | $ (11,074) |
Denominator: | ||
Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share | 49,998,547 | 52,372,857 |
Basic and diluted net loss per share (in dollars per share) | $ (0.14) | $ (0.21) |
Net Loss Per Share of Common 44
Net Loss Per Share of Common Stock - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities | 11,125,436 | 10,791,899 |
Warrants to purchase common stock | ||
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities | 31,130 | 39,824 |
Stock option awards | ||
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities | 6,306,296 | 7,029,538 |
Restricted stock unit awards | ||
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities | 4,788,010 | 3,722,537 |
Stock Repurchases (Details)
Stock Repurchases (Details) - USD ($) $ in Thousands | Mar. 29, 2016 | Mar. 31, 2017 |
Stock Repurchases | ||
Repurchase amount | $ 2,406 | |
Common Stock | ||
Stock Repurchases | ||
Amount authorized | $ 15,000 | |
Stock repurchase program, period | 18 months | |
Number of shares repurchased | 983,864 | |
Repurchase amount | $ 2,406 |