Telaria (TLRA) 10-Q 9 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 07, 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	Jun. 30, 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		50,482,940
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 36,153	$ 43,160
Accounts receivable, net of allowance for doubtful accounts of $328 and $3 as of June 30, 2017 and December 31, 2016, respectively	74,190	79,027
Prepaid expenses and other current assets	2,284	2,405
Total current assets	112,627	124,592
Long-term assets:
Restricted cash		770
Property and equipment, net of accumulated depreciation of $13,854 and $11,282 as of June 30, 2017 and December 31, 2016, respectively	8,080	9,656
Intangible assets, net of accumulated amortization of $31,197 and $29,012 as of June 30, 2017 and December 31, 2016, respectively	4,868	6,922
Goodwill	10,881	10,758
Other assets	1,487	1,527
Total long-term assets	25,316	29,633
Total assets	137,943	154,225
Current liabilities:
Accounts payable and accrued expenses	56,474	64,691
Deferred rent, short-term	745	704
Contingent consideration on acquisition, short-term	4,635	2,483
Deferred revenue	95	5
Capital leases, short-term	362	362
Other current liabilities	100	179
Total current liabilities	62,411	68,424
Long-term liabilities:
Deferred rent	5,716	6,072
Deferred tax liabilities	487	447
Capital leases	573	760
Total liabilities	69,187	75,703
Commitments and contingencies
Stockholders' equity:
Common stock, $0.0001 par value: 250,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; 50,226,294 and 50,431,324 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	5	5
Treasury stock, at cost 3,845,496 and 2,861,632 shares as of June 30, 2017 and December 31, 2016, respectively	(8,443)	(6,037)
Additional paid-in capital	285,253	283,486
Accumulated other comprehensive (loss) income	(204)	(331)
Accumulated deficit	(207,855)	(198,601)
Total stockholders' equity	68,756	78,522
Total liabilities and stockholders' equity	$ 137,943	$ 154,225

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts	$ 328	$ 3
Property and equipment, accumulated depreciation	13,854	11,282
Intangible assets, accumulated amortization	$ 31,197	$ 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	50,226,294	50,431,324
Common stock, shares outstanding	50,226,294	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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidated Statements of Operations
Revenue	$ 48,867	$ 37,107	$ 90,267	$ 71,672
Cost of revenue	24,441	19,907	46,464	38,254
Gross profit	24,426	17,200	43,803	33,418
Operating expenses:
Technology and development	5,190	5,045	10,851	10,888
Sales and marketing	13,908	11,342	26,961	24,006
General and administrative	5,005	4,074	10,088	8,996
Depreciation and amortization	2,357	2,325	4,706	4,564
Mark-to-market	93	45	148	1,089
Total operating expenses	26,553	22,831	52,754	49,543
Loss from operations	(2,127)	(5,631)	(8,951)	(16,125)
Interest and other (expense) income, net:
Interest expense	(138)	(13)	(190)	(15)
Other (expense) income, net	60	(33)	85	(285)
Total interest and other (expense) income, net	(78)	(46)	(105)	(300)
Loss before provision for income taxes	(2,205)	(5,677)	(9,056)	(16,425)
Provision for income taxes	95	178	104	504
Net loss	$ (2,300)	$ (5,855)	$ (9,160)	$ (16,929)
Net loss per share:
Basic and diluted (in dollars per share)	$ (0.05)	$ (0.11)	$ (0.18)	$ (0.32)
Weighted-average number of shares of common stock outstanding:
Basic and diluted (in shares)	50,205,913	52,633,054	50,102,803	52,502,955

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidated Statements of Comprehensive Loss
Net loss	$ (2,300)	$ (5,855)	$ (9,160)	$ (16,929)
Other comprehensive loss:
Foreign currency translation adjustments	41	19	127	(3)
Comprehensive loss	$ (2,259)	$ (5,836)	$ (9,033)	$ (16,932)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - 6 months ended Jun. 30, 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	53,292,956	(2,861,632)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options awards			62			$ 62
Exercise of stock options awards (in shares)	104,656					104,656
Stock-based compensation expense			2,065			$ 2,065
Cumulative-effect adjustment for stock compensation forfeitures			94		(94)
Common stock issued for settlement of restricted stock units net of 337,049 shares withheld to satisfy income tax withholding obligations			(709)			(709)
Common stock issued for settlement of restricted stock units net of 337,049 shares withheld to satisfy income tax withholding obligations	497,280
Common stock issuance in connection with employee stock purchase plan			255			255
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)	(983,864)
Net loss					(9,160)	(9,160)
Foreign currency translation adjustment				127		127
Balance at Jun. 30, 2017	$ 5	$ (8,443)	$ 285,253	$ (204)	$ (207,855)	$ 68,756
Balance (in shares) at Jun. 30, 2017	54,071,790	(3,845,496)

Consolidated Statements of Cha7

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)	6 Months Ended
	Jun. 30, 2017shares
Consolidated Statements of Changes in Stockholders' Equity
Common stock withheld to satisfy income tax withholding obligations relating to restricted stock units (in shares)	337,049

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net loss	$ (9,160)	$ (16,929)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	4,706	4,564
Loss from sublease		341
Bad debt expense / (recovery)	325	(61)
Mark-to-market expense	148	1,089
Compensation expense related to the acquisition contingent consideration	1,810	2,142
Loss on disposal of property and equipment		23
Stock-based compensation expense	2,065	1,989
Deferred tax benefit	40
Net changes in operating assets and liabilities:
Decrease in accounts receivable	4,742	14,964
Increase/(decrease) in prepaid expenses, other current assets and other long-term assets	161	(176)
Decrease in accounts payable and accrued expenses	(8,892)	(15,032)
Decrease in other current liabilities	(79)
Decrease in deferred rent and security deposits payable	(315)	(26)
Decrease/(increase) in restricted cash	770	(170)
Increase/(decrease) in deferred revenue	90	(47)
Net cash used in operating activities	(3,589)	(7,329)
Cash flows from investing activities:
Purchase of property and equipment	(895)	(2,323)
Net cash used in investing activities	(895)	(2,323)
Cash flows from financing activities:
Proceeds from the exercise of stock options awards	62	153
Proceeds from common stock issuance	255	245
Principal portion of capital lease payments	(187)
Treasury stock - repurchase of stock	(2,406)	(332)
Tax withholdings related to net share settlements of restricted stock unit awards (RSUs)	(709)	(252)
Net cash used in financing activities	(2,985)	(186)
Net decrease in cash and cash equivalents	(7,469)	(9,838)
Effect of exchange rate changes in cash and cash equivalents	462	(72)
Cash and cash equivalents at beginning of period	43,160	59,887
Cash and cash equivalents at end of period	36,153	49,977
Supplemental disclosure of cash flow activities:
Cash paid for income taxes	74	609
Cash paid for interest expense	90	4
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment in accounts payable and accrued expenses	72	58
Common stock issued for settlement of RSUs	$ 1,879	$ 621

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2017
Organization and Description of Business
Organization and Description of Business	1. Organization and Description of Business Tremor Video, Inc. (the “Company”) is a software company that helps suppliers of video advertising inventory improve yield and maximize advertising return across all screens by providing greater control, transparency, safety and effectiveness. On August 7, 2017, the Company announced the sale of its buyer platform to Taptica International Ltd. for total consideration of $50 million. Refer to note 13 in notes to consolidated financial statements. The buyer platform enables advertisers, agencies and other buyers of advertising to discover, buy, optimize and measure the effectiveness of their video ad campaigns across all digital screens. Following the strategic decision to sell its buyer platform, the Company will focus exclusively on offering a seller platform solution, the Tremor Video SSP. 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	6 Months Ended
	Jun. 30, 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 three and six months ended June 30, 2017 and 2016, there were two customers that accounted for 13% and 10% of revenue. At June 30, 2017, there were no customers that accounted for more than 10% of outstanding accounts receivables. At December 31,2016 there was one customers that accounted for 13.3% 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 six months ended June 30, 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 process of evaluating 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 platforms. The Company will continue to provide updated disclosures with its next periodic filing on Form 10-Q.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 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 June 30, 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) (2) 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 six months ended June 30, 2017: 2017 Beginning balance at January 1, 2017 $ Compensation expense (1) Mark-to-market expense (2) Foreign currency translation adjustment Ending balance at June 30, 2017 $ (1) Represents the estimated fair value of contingent consideration attributable to the TVN Employee Sellers that has been recorded during the six months ended June 30, 2017. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed regarding 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 June 30, 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	6 Months Ended
	Jun. 30, 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: June 30, 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	6 Months Ended
	Jun. 30, 2017
Property and Equipment, Net
Property and Equipment, Net	5. Property and Equipment, Net Property and equipment, net consisted of: June 30, 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 $1,295 and $1,194 for the three months ended June 30, 2017 and 2016 respectively, and $2,564 and $2,272 for the six months ended June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017 and 2016 respectively, the Company recorded a net loss of $0 and $341 on the subleasing of office space included within other (expense) income, net in the Company’s consolidated statements of operations. There was no loss on subleasing space for the three months ended June 30, 2017 and 2016 respectively.

Acquisition

Acquisition	6 Months Ended
	Jun. 30, 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. 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 June 30, 2017, the estimated fair value of the contingent cash consideration for the Year 2 Earn-Out Period is $6,032 Australian dollars ($4,635 U.S. dollars based on the currency exchange rate at June 30, 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 have been 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 June 30, 2017 for the Year 2 Earn-Out Period is $4,309 Australian dollars ($3,311 U.S. dollars based on the currency exchange rate at the June 30, 2017). For the three and six months ended June 30, 2017, the Company recorded $985 and $1,810 in compensation-related expenses, respectively, 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 June 30 2017 for the Year 2 Earn-Out Period is $1,723 Australian dollars ($1,324 U.S. dollars based on the currency exchange rate at June 30, 2017). For the three and six months ended June 30, 2017, the Company recorded $93 and $148, respectively, in mark-to-market expense in the Company’s consolidated statements of operations. The Company will be making the Year 2 Earnout payment during the third quarter of 2017 at which time all contingent consideration for TVN acquisition will be complete. 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	6 Months Ended
	Jun. 30, 2017
Accounts Payable and Accrued Expenses
Accounts Payable and Accrued Expenses	7. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of: June 30, 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	6 Months Ended
	Jun. 30, 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 April 1, 2017 $ ) ) Other comprehensive loss (1) Ending balance at June 30, 2017 $ ) ) Foreign Currency Translation Adjustment Total Beginning balance at April 1, 2016 $ ) $ ) Other comprehensive loss (1) Ending balance at June 30, 2016 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2017 $ ) $ ) Other comprehensive income (1) Ending balance at June 30, 2017 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2016 $ ) ) Other comprehensive loss (1) ) ) Ending balance at June 30, 2016 $ ) ) (1) For the three and six months ended June 30, 2017 and 2016, there were no reclassifications to or from accumulated other comprehensive (loss) income.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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 June 30, 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.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 2017 and 2016 as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 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 June 30, 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 June 30, 2017 Stock option awards vested and exercisable as of June 30, 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: Six Months Ended June 30, 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. Forfeitures are accounted for as they occur. 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 $413 of total unrecognized compensation cost related to non-vested stock option awards granted under the Company’s equity incentive plans as of June 30, 2017. This cost is expected to be recognized over a weighted-average period of 2.19 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 six months ended June 30, 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 June 30, 2017 There was $7,571 of total unrecognized compensation cost related to non-vested restricted stock unit awards granted under the Company’s equity incentive plans as of June 30, 2017. This cost is expected to be recognized over a weighted-average period of 3.11 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 six months ended June 30, 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 June 30, 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 $34 of total unrecognized compensation cost related to awards under the 2014 ESPP as of June 30, 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	6 Months Ended
	Jun. 30, 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 Six Months Ended June 30, June 30, 2017 2016 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 (unaudited) Warrants to purchase common stock –– –– Stock option awards Restricted stock unit awards Total anti-dilutive securities

Stock Repurchases

Stock Repurchases	6 Months Ended
	Jun. 30, 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 c ommon 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. There were no stock repurchases during the three months ended June 30, 2017. During the six months ended June 30, 2017, the Company has made open-market purchases totaling 983,864 shares of common stock, respectively for an aggregate purchase price of $2,406.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events
Subsequent Events	13. Subsequent Events On August 7, 2017, the Company completed the sale to Taptica Ltd. (“Buyer”), an affiliate of Taptica International Ltd, of certain assets and certain liabilities primarily related to the Company’s buyer platform, pursuant to an Asset Purchase Agreement (the “Purchase Agreement”), by and between the Company, ScanScout, Inc. (a wholly owned subsidiary of Company), the Buyer and Taptica International Ltd., dated August 4, 2017. The purchase price for the sale of the Business was $50 million, payable to the Company as follows: (a) a $30 million payment to the Company in cash on the date of closing and (b) a $20 million payment to the Company via a senior secured promissory note issued to the Company and secured by a security interest in the assets purchased under the Purchase Agreement by the Buyer. The promissory note will be repaid by Buyer upon the earlier of September 1, 2017 or the closing of a debt financing undertaken by Buyer to repay such note. In addition, the Company retained certain working capital of the Business above an agreed upon target. In connection with the sale of the Business, the Company has agreed to provide certain transition services to the Buyer through December 31, 2017. We evaluated the criteria prescribed by U.S. GAAP for recording a disposal group as held for sale and discontinued operations. This criteria was not met as of June 30, 2017. Therefore, we did not present this disposal group as a discontinued operation in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations. Beginning in the third quarter of fiscal 2017, the historical financial results attributable to the Buy Side Transaction for periods prior to the transaction will be reflected in the Company’s consolidated financial statements as discontinued operations.

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 three and six months ended June 30, 2017 and 2016, there were two customers that accounted for 13% and 10% of revenue. At June 30, 2017, there were no customers that accounted for more than 10% of outstanding accounts receivables. At December 31,2016 there was one customers that accounted for 13.3% 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 six months ended June 30, 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 process of evaluating 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 platforms. The Company will continue to provide updated disclosures with its next periodic filing on Form 10-Q.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Measurements
Schedule of the assets and liabilities measured at fair value on a recurring basis	June 30, 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) (2)
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 June 30, 2017 $ (1) Represents the estimated fair value of contingent consideration attributable to the TVN Employee Sellers that has been recorded during the six months ended June 30, 2017. Refer to the table above regarding assumptions used for Level 3 instruments, and note 6 for further discussion of contingent consideration payments owed regarding 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 June 30, 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 Cu24

Prepaid Expenses and Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Prepaid Expenses and Other Current Assets
Schedule of prepaid expenses and other current assets	June 30, 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)	6 Months Ended
	Jun. 30, 2017
Property and Equipment, Net
Schedule of property and equipment, net	June 30, 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 26

Accounts Payable and Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2017
Accounts Payable and Accrued Expenses
Schedule of accounts payable and accrued expenses	June 30, 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 27

Changes in Accumulated Other Comprehensive (Loss) Income (Tables)	6 Months Ended
	Jun. 30, 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 April 1, 2017 $ ) ) Other comprehensive loss (1) Ending balance at June 30, 2017 $ ) ) Foreign Currency Translation Adjustment Total Beginning balance at April 1, 2016 $ ) $ ) Other comprehensive loss (1) Ending balance at June 30, 2016 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2017 $ ) $ ) Other comprehensive income (1) Ending balance at June 30, 2017 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2016 $ ) ) Other comprehensive loss (1) ) ) Ending balance at June 30, 2016 $ ) ) (1) For the three and six months ended June 30, 2017 and 2016, there were no reclassifications to or from accumulated other comprehensive (loss) income.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2017
Stock-Based Compensation
Schedule of the stock-based compensation expense	Three Months Ended Six Months Ended June 30, June 30, 2017 2016 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 June 30, 2017 Stock option awards vested and exercisable as of June 30, 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	Six Months Ended June 30, 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 June 30, 2017

Net Loss Per Share of Common 29

Net Loss Per Share of Common Stock (Tables)	6 Months Ended
	Jun. 30, 2017
Net Loss Per Share of Common Stock
Schedule of basic and diluted net loss per share attributable to common stockholders	Three Months Ended Six Months Ended June 30, June 30, 2017 2016 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 (unaudited) Warrants to purchase common stock –– –– Stock option awards Restricted stock unit awards Total anti-dilutive securities

Organization and Description 30

Organization and Description of Business (Details) $ in Millions	Aug. 07, 2017USD ($)
ScanScout | Taptica Ltd. | Subsequent event
Organization and Description of Business
Total purchase price	$ 50

Summary of Significant Accoun31

Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer concentration risk - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Accounts receivable
Concentrations of credit risk
Number of customers					$ 1
Concentration risk percent					13.30%
Revenue
Concentrations of credit risk
Number of customers	$ 2	$ 2	$ 2	$ 2
Concentration risk percent	13.00%	10.00%	13.00%	10.00%

Summary of Significant Accoun32

Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Summary of Significant Accounting Policies
Additional paid-in capital	$ 285,253	$ 283,486
Accumulated deficit	(207,855)	$ (198,601)
Accounting Standards Update 2016-09
Summary of Significant Accounting Policies
Additional paid-in capital	94
Accumulated deficit	$ (94)

Fair Value Measurements - Hiera

Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands	Aug. 03, 2015	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements
Operating cash balances		$ 22,503	$ 9,450
TVN | Earnout Period
Fair Value Measurements
Period following closing date during which additional payments may be required	2 years
Recurring
Assets:
Money market funds		13,650	33,710
Total assets		13,650	33,710
Liabilities:
Contingent consideration on acquisition liability		4,635	2,483
Total Liabilities		4,635	2,483
Recurring | Level 1
Assets:
Money market funds		13,650	33,710
Total assets		13,650	33,710
Recurring | Level 3
Liabilities:
Contingent consideration on acquisition liability		4,635	2,483
Total Liabilities		$ 4,635	$ 2,483

Fair Value Measurements - Level

Fair Value Measurements - Level 3 (Details) - Recurring $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Changes in the Company's Level 3 instruments measured at fair value
Balance at the beginning of the period	$ 2,483
Compensation expense	1,810
Mark-to-market expense	148
Foreign currency translation adjustment	194
Balance at the end of the period	$ 4,635

Prepaid Expenses and Other Cu35

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets	$ 2,193	$ 2,240
Prepaid rent		19
Leasehold improvement incentives		55
Deferred rental income	91	91
Total prepaid expenses and other current assets	$ 2,284	$ 2,405

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Property and Equipment, Net
Total	$ 21,934,000		$ 21,934,000		$ 20,938,000
Less: accumulated depreciation	(13,854,000)		(13,854,000)		(11,282,000)
Total property and equipment, net of accumulated depreciation	8,080,000		8,080,000		9,656,000
Depreciation expense related to property and equipment	1,295,000	$ 1,194,000	2,564,000	$ 2,272,000
Net loss on sublease				(341,000)
Other (expense) income, net
Property and Equipment, Net
Net loss on sublease	0	$ 0	0	$ (341,000)
Leasehold improvements
Property and Equipment, Net
Total	8,599,000		8,599,000		8,524,000
Computer hardware
Property and Equipment, Net
Total	9,581,000		9,581,000		8,909,000
Furniture and fixtures
Property and Equipment, Net
Total	1,827,000		1,827,000		1,708,000
Computer software
Property and Equipment, Net
Total	1,696,000		1,696,000		1,571,000
Office equipment
Property and Equipment, Net
Total	$ 231,000		$ 231,000		$ 226,000

Acquisition (Details)

Acquisition (Details) AUD in Thousands, $ in Thousands	Aug. 16, 2016AUD	Aug. 16, 2016USD ($)	Aug. 03, 2015AUD	Aug. 03, 2015USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017AUD	Jun. 30, 2017USD ($)	Aug. 03, 2015USD ($)
Acquisition
Mark-to-market					$ 93	$ 45	$ 148	$ 1,089
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
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 6,032	$ 4,635
TVN | Contingent consideration payable to employee sellers | Sales and marketing
Acquisition
Compensation-related expenses					$ 985		$ 1,810
TVN | Contingent consideration payable to employee sellers | Earnout Period, Year Two | Estimate of fair value
Acquisition
Contingent consideration									4,309	3,311
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 1,723	$ 1,324

Accounts Payable and Accrued 38

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Accounts Payable and Accrued Expenses
Trade accounts payable	$ 43,711	$ 49,074
Accrued compensation, benefits and payroll taxes	5,304	7,023
Accrued cost of sales	5,571	7,559
Other payables and accrued expenses	1,888	1,035
Total accounts payable and accrued expenses	$ 56,474	$ 64,691

Changes in Accumulated Other 39

Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Changes in Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of the period	$ (245,000)	$ (77,000)	$ (331,000)	$ (55,000)
Other comprehensive income (loss)	41,000	19,000	127,000	(3,000)
Balance at the end of the period	(204,000)	(58,000)	(204,000)	(58,000)
Reclassifications from accumulated other comprehensive (loss) income	0	0	0	0
Foreign Currency Translation Adjustment
Changes in Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of the period	(245,000)	(77,000)	(331,000)	(55,000)
Other comprehensive income (loss)	41,000	19,000	127,000	(3,000)
Balance at the end of the period	$ (204,000)	$ (58,000)	$ (204,000)	$ (58,000)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock-Based Compensation
Stock-based compensation expense	$ 1,049	$ 1,025	$ 2,065	$ 1,989
Technology and development
Stock-Based Compensation
Stock-based compensation expense	234	244	445	462
Sales and marketing
Stock-Based Compensation
Stock-based compensation expense	405	381	773	767
General and administrative
Stock-Based Compensation
Stock-based compensation expense	$ 410	$ 400	$ 847	$ 760

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Awards Outstanding Rollforward (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
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)	(582,696)
Stock option awards exercised (in shares)	(104,656)
Stock option awards outstanding at the end of the period (in shares)	5,738,480	6,425,832
Stock option awards vested and exercisable at the end of the period (in shares)	5,172,208
Weighted Average Exercise Price Per Share
Stock option awards outstanding at the beginning of the period (in dollars per share)	$ 3.65
Stock option awards forfeited (in dollars per share)	2.85
Stock option awards exercised (in dollars per share)	1
Stock option awards outstanding at the end of the period (in dollars per share)	3.78	$ 3.65
Stock option awards vested and exercisable at the end of the period (in dollars per share)	$ 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) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Stock-Based Compensation
Cash proceeds received from stock option awards exercised	$ 62	$ 153
Stock option awards
Stock-Based Compensation
Aggregate intrinsic value of stock option awards exercised	145	$ 142
Weighted-average grant-date fair value per share of stock option awards granted (in dollars per share)		$ 1.02
Cash proceeds received from stock option awards exercised	$ 104	$ 153
Dividend yield (as a percent)	0.00%
Unrecognized compensation cost related to non-vested stock option awards	$ 413
Weighted-average period over which unrecognized compensation cost is expected to be recognized	2 years 2 months 9 days

Stock-Based Compensation - Non-

Stock-Based Compensation - Non-vested Restricted Stock (Details) - Restricted stock unit awards $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares
Restricted Stock Unit (RSU) Awards Outstanding
Unrecognized compensation cost related to non-vested restricted stock unit awards | $	$ 7,571
Weighted-average period over which unrecognized compensation cost is expected to be recognized	3 years 1 month 10 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	2,217,849
Restricted stock unit awards forfeited (in shares) | shares	(768,956)
Restricted stock unit awards vested (in shares) | shares	(834,329)
Non-vested restricted stock unit awards outstanding at the end of the period (in shares) | shares	4,364,856
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	2.17
Restricted stock unit awards forfeited (in dollars per share) | $ / shares	2.04
Restricted stock unit awards vested (in dollars per share) | $ / shares	2.16
Non-vested restricted stock unit awards outstanding at the end of the period (in dollars per shares) | $ / shares	$ 2.10

Stock-Based Compensation - ESPP

Stock-Based Compensation - ESPP (Details) - 2014 ESPP - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Apr. 30, 2014	Jun. 30, 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		$ 34
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 46

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		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Net loss	$ (2,300)	$ (5,855)	$ (9,160)	$ (16,929)
Denominator:
Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share	50,205,913	52,633,054	50,102,803	52,502,955
Basic and diluted net loss per share (in dollars per share)	$ (0.05)	$ (0.11)	$ (0.18)	$ (0.32)

Net Loss Per Share of Common 47

Net Loss Per Share of Common Stock - Antidilutive Securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Securities excluded from the calculation of weighted average common shares outstanding
Total anti-dilutive securities	10,103,336	10,686,013	10,103,336	10,686,013
Warrants to purchase common stock
Securities excluded from the calculation of weighted average common shares outstanding
Total anti-dilutive securities		39,824		39,824
Stock option awards
Securities excluded from the calculation of weighted average common shares outstanding
Total anti-dilutive securities	5,738,480	6,733,417	5,738,480	6,733,417
Restricted stock unit awards
Securities excluded from the calculation of weighted average common shares outstanding
Total anti-dilutive securities	4,364,856	3,912,772	4,364,856	3,912,772

Stock Repurchases (Details)

Stock Repurchases (Details) - USD ($) $ in Thousands	Mar. 29, 2016	Jun. 30, 2017	Jun. 30, 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		0	983,864
Repurchase amount			$ 2,406

Subsequent Events (Details)

Subsequent Events (Details) - ScanScout - Taptica Ltd. - Subsequent event $ in Millions	Aug. 07, 2017USD ($)
Subsequent events
Total purchase price	$ 50
Cash received at closing	30
Senior Secured Promissory Note
Subsequent events
Note Receivable	$ 20