Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Telaria, Inc. | |
Entity Central Index Key | 1,375,796 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 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 | 51,206,969 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 77,173 | $ 43,160 |
Accounts receivable, net of allowance for doubtful accounts of $388 and $3 as of September 30, 2017 and December 31, 2016, respectively | 48,784 | 29,429 |
Prepaid expenses and other current assets | 2,076 | 1,831 |
Current assets of discontinued operations | 50,172 | |
Total current assets | 128,033 | 124,592 |
Long-term assets: | ||
Restricted cash | 770 | |
Property and equipment, net of accumulated depreciation of $10,303 and $7,582 as of September 30, 2017 and December 31, 2016, respectively | 4,990 | 7,263 |
Intangible assets, net of accumulated amortization of $621 and $477 as of September 30, 2017 and December 31, 2016, respectively | 1,401 | 1,544 |
Goodwill | 6,323 | 6,149 |
Other assets | 1,104 | 1,416 |
Non-current assets of discontinued operations | 12,491 | |
Total long-term assets | 13,818 | 29,633 |
Total assets | 141,851 | 154,225 |
Current liabilities: | ||
Accounts payable and accrued expenses | 51,132 | 33,601 |
Deferred rent, short-term | 788 | 669 |
Contingent consideration on acquisition, short-term | 2,483 | |
Deferred income | 674 | |
Other current liabilities | 208 | 179 |
Current liabilities of discontinued operations | 31,492 | |
Total current liabilities | 52,802 | 68,424 |
Long-term liabilities: | ||
Deferred rent | 5,453 | 5,996 |
Deferred tax liabilities | 484 | 447 |
Other non-current liabilities | 233 | |
Non-current liabilities of discontinued operations | 836 | |
Total liabilities | 58,972 | 75,703 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value: 250,000,000 shares authorized as of September 30, 2017 and December 31, 2016, respectively; 50,859,106 and 50,431,324 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 5 | 5 |
Treasury stock, at cost 3,845,496 and 2,861,632 shares as of September 30, 2017 and December 31,2016, respectively | (8,443) | (6,037) |
Additional paid-in capital | 287,124 | 283,486 |
Accumulated other comprehensive (loss) | (246) | (331) |
Accumulated deficit | (195,561) | (198,601) |
Total stockholders' equity | 82,879 | 78,522 |
Total liabilities and stockholders' equity | $ 141,851 | $ 154,225 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 388 | $ 3 |
Property and equipment, accumulated depreciation | 10,303 | 7,582 |
Intangible assets, accumulated amortization | $ 621 | $ 477 |
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 | 50,859,106 | 50,431,324 |
Common stock, shares outstanding | 50,859,106 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements of Operations | ||||
Revenue | $ 12,715 | $ 7,633 | $ 28,788 | $ 18,744 |
Cost of revenue | 764 | 510 | 2,445 | 1,442 |
Gross profit | 11,951 | 7,123 | 26,343 | 17,302 |
Operating expenses: | ||||
Technology and development | 2,116 | 1,565 | 6,650 | 5,127 |
Sales and marketing | 7,461 | 5,359 | 21,687 | 16,362 |
General and administrative | 5,343 | 3,388 | 14,990 | 11,943 |
Depreciation and amortization | 984 | 1,018 | 2,995 | 2,802 |
Mark-to-market | 6 | 148 | 1,095 | |
Total operating expenses | 15,904 | 11,336 | 46,470 | 37,329 |
Loss from continuing operations | (3,953) | (4,213) | (20,127) | (20,027) |
Interest and other (expense) income, net: | ||||
Interest expense | (64) | (4) | (254) | (19) |
Other (expense) income, net | 715 | 72 | 800 | (213) |
Total interest and other (expense) income, net | 651 | 68 | 546 | (232) |
Loss from continuing operations before income taxes | (3,302) | (4,145) | (19,581) | (20,259) |
Provision (benefit) for income taxes | (29) | (31) | 56 | 497 |
Loss from continuing operations, net of income taxes | (3,273) | (4,114) | (19,637) | (20,756) |
Gain on sale of discontinued operations, net of income taxes | 14,924 | 14,924 | ||
Income from discontinued operations, net of income taxes | 643 | 497 | 7,847 | 210 |
Total income from discontinued operations, net of income taxes | 15,567 | 497 | 22,771 | 210 |
Net income (loss) | $ 12,294 | $ (3,617) | $ 3,134 | $ (20,546) |
Net earnings (loss) per share - basic and diluted: | ||||
Continuing operations | $ (0.06) | $ (0.08) | $ (0.39) | $ (0.40) |
Discontinued operations | 0.30 | 0.01 | 0.45 | 0.01 |
Net income (loss) | $ 0.24 | $ (0.07) | $ 0.06 | $ (0.39) |
Weighted-average number of shares of common stock outstanding: | ||||
Basic and diluted (in shares) | 50,642,344 | 52,473,601 | 50,280,849 | 52,493,099 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 12,294 | $ (3,617) | $ 3,134 | $ (20,546) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (42) | (122) | 85 | (125) |
Comprehensive income (loss) | $ 12,252 | $ (3,739) | $ 3,219 | $ (20,671) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 9 months ended Sep. 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 | 403 | $ 403 | ||||
Exercise of stock options awards (in shares) | 291,290 | 290,884 | ||||
Stock-based compensation expense | 3,706 | $ 3,706 | ||||
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 | (1,011) | (1,011) | ||||
Common stock issued for settlement of restricted stock units net of 337,049 shares withheld to satisfy income tax withholding obligations (in shares) | 841,445 | |||||
Common stock issuance about employee stock purchase plan | 446 | 446 | ||||
Common stock issuance about employee stock purchase plan (in shares) | 278,911 | |||||
Treasury stock - repurchase of stock | $ (2,406) | $ (2,406) | (2,406) | |||
Treasury stock - repurchase of stock (in shares) | (983,864) | (983,864) | ||||
Net income | 3,134 | 3,134 | ||||
Foreign currency translation adjustment | 85 | 85 | ||||
Balance at Sep. 30, 2017 | $ 5 | $ (8,443) | $ 287,124 | $ (246) | $ (195,561) | $ 82,879 |
Balance (in shares) at Sep. 30, 2017 | 54,704,602 | (3,845,496) |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) | 9 Months Ended |
Sep. 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 | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (19,637) | $ (20,756) |
Net income from discontinued operations | 22,771 | 210 |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 6,217 | 6,922 |
Gain on sale of discontinued operations, before income taxes | (15,222) | |
Loss from sublease | 341 | |
Bad debt expense / (recovery) | 385 | (61) |
Mark-to-market expense | 148 | 1,095 |
Compensation expense related to the acquisition contingent consideration | 1,810 | 2,751 |
Loss on disposal of property and equipment | 23 | |
Stock-based compensation expense | 3,706 | 2,949 |
Net changes in operating assets and liabilities: | ||
(Increase)/decrease in accounts receivable | (8,856) | 10,590 |
Decrease in contingent consideration on acquisition | (4,753) | (3,406) |
(Increase)/decrease in prepaid expenses, other current assets and other long-term assets | (2,701) | 682 |
Increase/(decrease) in accounts payable and accrued expenses | 5,225 | (9,815) |
Increase in other current liabilities | 29 | |
Increase/(decrease) in deferred rent and security deposits payable | (456) | 889 |
Increase/(decrease) in deferred tax liability | 37 | (8) |
Decrease/(increase) in restricted cash | 770 | (170) |
Increase/(decrease) in deferred income | 902 | (60) |
Net cash used in operating activities | (9,625) | (7,824) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (1,017) | (2,727) |
Cash received from sale of discontinued operations | 49,000 | |
Expenses paid with respect to sale of discontinued operations | (1,954) | |
Net cash provided by/(used in) investing activities | 46,029 | (2,727) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options awards | 403 | 150 |
Proceeds from common stock issuance | 446 | 500 |
Decrease in contingent consideration on acquisition | (431) | |
Principal portion of capital lease payments | (215) | |
Treasury stock - repurchase of stock | (2,406) | (1,516) |
Tax withholdings related to net share settlements of restricted stock unit awards (RSUs) | (1,011) | (405) |
Net cash used in financing activities | (2,783) | (1,702) |
Net increase (decrease) in cash and cash equivalents | 33,621 | (12,253) |
Effect of exchange rate changes in cash and cash equivalents | 392 | (82) |
Cash and cash equivalents at beginning of period | 43,160 | 59,887 |
Cash and cash equivalents at end of period | 77,173 | 47,552 |
Supplemental disclosure of cash flow activities: | ||
Cash paid for income taxes | 75 | 925 |
Cash paid for interest expense | 101 | 10 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 5 | 110 |
Common stock issued for settlement of RSUs | $ 2,935 | $ 836 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Telaria, Inc. (the “Company”), formerly Tremor Video, Inc., is a software company that enables premium video publishers and content owners to maximize advertising return and fully realize the value of their video content wherever and however audiences are watching. The Company’s proprietary seller platform, or SSP, is a fully programmatic, self-service solution, built to monetize and manage premium video inventory with the greatest speed, control and transparency across all screens. On September 11, 2017, the Company filed an amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Tremor Video, Inc.” to “Telaria, Inc.” In connection with the name change, the Company’s common stock began trading under a new NYSE ticker symbol, “TLRA,” and the corporate website address was changed to www.telaria.com. On August 7, 2017, the Company announced the sale of its buyer platform to an affiliate of Taptica International Ltd. (“Taptica”) for total consideration of $50,000, subject to adjustment for working capital. Refer to Note 3 in notes to consolidated financial statements. The buyer platform enabled 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 the buyer platform, the Company is focused exclusively on offering a seller platform solution, or 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 7 for further discussion. The Company is headquartered in the State of New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 income (loss), changes in stockholders equity, 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, including, but not limited to, as a result of the disposition of the buyer platform. 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. The Company’s Consolidated Balance Sheets and Consolidated Statements of Operations for the prior periods presented herein have been recast to reflect the results of its buyer platform business that was classified as discontinued operations during the third quarter of 2017. See Note 3 for additional information. 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 nine months ended September 30, 2017 and 2016, there were no customers that accounted for 10% or more of revenue. At September 30, 2017, there were two clients that accounted for 24.7% and 15.5% of outstanding accounts receivables. At December 31, 2016, there was one client that accounted for 13.3% of outstanding accounts receivables. Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates. 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 an 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 an 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. The impact to the financial statements as a result of the adoption was an increase in the accumulated deficit and a corresponding increase in additional paid-in capital of $94 during the nine months ended September 30, 2017. FASB Accounting Standards Update No. 2016-02 — Leases (Topic 842) In February 2016, the FASB issued an 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. 2015-16 — 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 will apply the modified retrospective approach. The Company has assigned internal resources in addition to the engagement of a third-party service provider to assist in the evaluation. The Company is in the final stages of evaluating the impact of the new standard on its accounting policies, processes, and system requirements and based on the preliminary results of the ongoing assessment, does not anticipate a material impact to the Company’s revenue recognition. The Company will finalize its assessment in the fourth quarter of 2017. |
Disposition of Buyer Platform
Disposition of Buyer Platform | 9 Months Ended |
Sep. 30, 2017 | |
Disposition of Buyer Platform | |
Disposition of Buyer Platform | 3. Disposition of Buyer Platform On August 7, 2017, the Company announced the sale of its buyer platform to an affiliate of Taptica for total consideration of $50,000, subject to adjustment for working capital. The proceeds include $1,000 for the right to use the name, “Tremor Video, DSP,” for a period of 18 months following the closing. The Company will recognize the $1,000 in other income within the Consolidated Statements of Operations ratably over the 18 month period. The sale of the buyer platform represented a strategic change to shift the focus of the Company’s business exclusively on offering its seller platform. Accordingly, the results of the buyer platform have been classified as a discontinued operation in the consolidated financial statements for all periods presented. Following the disposition, the Company entered into an arms-length commercial agreement with Taptica pursuant to which they may purchase video inventory on the seller platform. In connection with the transaction, we entered into a transition services agreement, pursuant to which we agreed to provide certain services to Taptica through December 31, 2017. In connection with the closing of the transaction, the Company recognized a gain on sale of discontinued operations, net of tax of $14,924. Included in the measurement of the gain were estimates for the income taxes due on the gain and the additional cash consideration expected from the buyer related to a closing date net working capital sales price adjustment. The Company is finalizing such net working capital sales price adjustment with the buyer as provided for in the sales agreement. The Company has included its estimated amount due from the buyer for the closing date net working capital sales price adjustment in accounts receivable as of September 30, 2017. The final net working capital sales price adjustment, as determined through the established process outlined in the sales agreement, may be materially different from the Company’s estimates. The impact of any probable changes in the net working capital adjustment will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change occurs. Additionally, the income taxes associated with the gain will be impacted by the final allocation of the sales price, which must be agreed to with the buyer as required in the sales agreement and may be materially different from the Company’s estimates. The impact of any changes in estimated income taxes on the gain will be recorded as an adjustment to the gain on sale from discontinued operations in the period such change in estimate occurs. The Company expects the net working capital sales price adjustment and the income tax on the gain to be finalized by the end of fiscal 2017. The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operation to the amounts presented separately in the Company’s Consolidated Balance Sheet: December 31, 2016 (unaudited) Accounts receivable, net of allowance for doubtful accounts $ Prepaid expenses and other current assets Current assets of discontinued operations $ Property & equipment, net of accumulated depreciation $ Intangible assets, net of accumulated amortization Goodwill Other assets Non-current assets of discontinued operations $ Accounts payable and accrued expenses $ Other current liabilities Capital leases, short - term Current liabilities of discontinued operations $ Deferred rent, long - term $ Capital leases Non-current liabilities of discontinued operations $ The following table presents a reconciliation of the major financial lines constituting the results of operations for discontinued operations to the net income from discontinued operations, net of tax, presented separately in the Consolidated Statements of Operations: Three Months Ended Nine Months Ended 2017 2016 2017 2016 (unaudited) Revenue $ $ $ Cost of sales Gross profit Operating expenses: Technology and development Sales and marketing General administrative Depreciation and Amortization Total operating expenses Operating income of discontinued operations before income taxes Provision (benefit) for income tax on discontinued operations ) ) Income from discontinued operations, net of income taxes Gain on sale of discontinued operation before tax — — Provision for income taxes on gain on sale — — Gain on sale of discontinued operation after income taxes — — Income from discontinued operations, net of income taxes $ $ $ $ The following table presents supplemental cash flow information of the discontinued operations: Nine Months Ended September 30, 2017 2016 (unaudited) Non-cash adjustments to net cash from operating activities: Depreciation and amortization $ $ Stock based compensation expense Goodwill write-off — Cash used in investing activities: Capital expenditures $ $ |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 4. 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 September 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) 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 $23,453 and $9,450 of operating cash balances as of September 30, 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”) were 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 was 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 Consolidated Statements of Operations. The Year-2 Earnout was based upon actual results and was paid to TVN Sellers during the three months ended September 30, 2017. 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 nine months ended September 30, 2017: 2017 Beginning balance at January 1, 2017 $ Compensation expense (1) Mark-to-market expense (2) Foreign currency translation adjustment Contingent consideration payments (3) ) Ending balance at September 30, 2017 $ — (1) Represents the estimated fair value of contingent consideration attributable to the TVN Employee Sellers that has been recorded during the nine months ended September 30, 2017. Refer to the table above regarding assumptions used for Level 3 instruments, and Note 7 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, through the year-2 Earn-Out Period, 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 7 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN (3) During the three months ended September 30, 2017, the Company paid the TVN Employee Sellers and other TVN Sellers, $3,395 and $1,358, respectively, based on the performance of TVN during the Year 2 Earn-Out Period. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2017 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of: September 30, December 31, 2017 2016 (unaudited) Prepaid expenses and other current assets $ $ Leasehold improvement incentives — Deferred rental income Total prepaid expenses and other current assets $ $ |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2017 | |
Property and Equipment, Net | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of: September 30, December 31, 2017 2016 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 $892 and $929 for the three months ended September 30, 2017 and 2016 respectively, and $2,727 and $2,564 for the nine months ended September 30, 2017 and 2016, respectively. For the nine months ended September 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 September 30, 2017 and 2016 respectively. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Acquisition | |
Acquisition | 7. 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 made 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 were 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 was 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. 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. On August 16,2017, the Company made the final payment to the TVN Sellers of $6,032 Australian Dollars ($4,753 U.S. Dollars based on the currency exchange rate on the date of payment), based on the performance of TVN during the Year 2 Earn-Out Period. 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 were 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 4 for further discussion on assumptions used to estimate the fair value of the contingent consideration. For the TVN Employee Sellers, the payment of the contingent cash consideration was 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 value of the contingent cash consideration related to such TVN Employee Sellers related to the Year 2 Earn-Out Period was $4,309 Australian dollars ($3,395 U.S. dollars based on the currency exchange rate at the date of payment). For the three and nine months ended September 30, 2017, the Company recorded $0 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 were not TVN Employees , the estimated fair value of the contingent cash consideration related to the Year 2 Earn-Out Period was $1,723 Australian dollars ($1,358 U.S. dollars based on the currency exchange rate at the date of payment). For the three and nine months ended September 30, 2017, the Company recorded $0 and $148, respectively, in mark-to-market expense in the Company’s consolidated statements of operations. The total consideration transferred in the acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed at the Acquisition Date, and were subject to adjustment during a measurement period of up to one year from the Acquisition Date. The measurement period provided 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 | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of: September 30, December 31, 2017 2016 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 | 9 Months Ended |
Sep. 30, 2017 | |
Changes in Accumulated Other Comprehensive (Loss) Income | |
Changes in Accumulated Other Comprehensive (Loss) Income | 9. 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 July 1, 2017 $ ) ) Other comprehensive loss (1) ) ) Ending balance at September 30, 2017 $ ) ) Foreign Currency Translation Adjustment Total Beginning balance at July 1, 2016 $ ) $ ) Other comprehensive loss (1) ) ) Ending balance at September 30, 2016 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2017 $ ) $ ) Other comprehensive income (1) Ending balance at September 30, 2017 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2016 $ ) ) Other comprehensive loss (1) ) ) Ending balance at September 30, 2016 $ ) ) (1) For the three and nine months ended September 30, 2017 and 2016, there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. 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 September 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 | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation | |
Stock-Based Compensation | 11. 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 nine months ended September 30, 2017 and 2016 as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Technology and development $ $ $ $ Sales and marketing General and administrative Total in continuing operations Discontinued Operations Total stock-based compensation expense $ $ $ $ In August 2017, in connection with the consummation of the sale of the Company’s buyer platform, the Company modified certain restricted stock unit awards held by employees of the buyer platform to provide for pro-rated vesting of such awards for the current year vesting cycle, based on the number of days elapsed from the last vesting date through the date of the transaction. The incremental expense arising from this modification was $45. Additionally, as a result of the sale of the buyer platform, the Company reclassified stock-based compensation expense relating to the employees of the buyer platform of $102 and $671 during the three and nine months ended September 30, 2017, respectively, and $349 and $1,096 during the three and nine months ended September 30, 2016, respectively, which was recorded in Net Income from discontinued operations in the Consolidated Statement of Operations. 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 September 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 (2) Stock option awards forfeited ) Stock option awards exercised ) Stock option awards outstanding as of September 30, 2017 Stock option awards vested and exercisable as of September 30, 2017 (3) (1) Includes certain employment inducement stock option awards granted outside of the Company’s stockholder approved equity compensation plans. These grants are generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. (2) Includes employment inducement stock option awards granted to the Company’s Chief Executive Officer (“CEO”) outside of the Company’s stockholder approved equity compensation plans including the Performance Option (as defined below). These grants are generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. (3) Includes the vested portion of each employment inducement stock option award. 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. The Company granted a performance option award (the “Performance Option”) to its CEO in July 2017, which provides that 50% of the shares subject to the option will vest as of the date on which the 30-day moving average of Company’s common stock exceeds $4.00 per share (as adjusted to account for any stock splits or other adjustments), and 50% of the shares subject to the option will vest as of the date on which the 30-day moving average of Company’s common stock exceeds $5.00 per share (as adjusted to account for any stock splits or other adjustments), provided, in each case that he continues to provide services to the Company on each such vesting date. The vesting terms for the Performance Option are more fully described in the Company’s Current Report on Form 8-K, filed with the SEC on June 6, 2017. Other selected information is as follows: Nine Months Ended September 30, 2017 2016 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, with the exception of the Performance Option which was valued using a Monte Carlo valuation methodology. 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 $731 of total unrecognized compensation cost related to non-vested stock option awards granted under the Company’s equity incentive plans as of September 30, 2017. This cost is expected to be recognized over a weighted-average period of 3.57 years. 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 nine months ended September 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 (1) Restricted stock unit awards forfeited ) Restricted stock unit awards vested ) Non-vested restricted stock unit awards outstanding as of September 30, 2017 (1) Includes employment inducement restricted stock unit awards granted to the Company’s CEO outside of the Company’s stockholder approved equity compensation plans. The award is generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. There was $4,971 of total unrecognized compensation cost related to non-vested restricted stock unit awards granted under the Company’s equity incentive plans as of September 30, 2017. This cost is expected to be recognized over a weighted-average period of 3.28 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 August 2017 and will end in February 2018. 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 nine months ended September 30, 2017, employees participated in two ESPP offerings for the six months ending in February and August 2017. As part of these offerings, employees purchased 176,898 and 102,013 shares of common stock pursuant to the ESPP at an exercise price of $1.44 and $1.88 per share, respectively. No more than 2,000,000 shares of common stock are reserved for future issuance under the 2014 ESPP of which 1,001,658 shares remain available at September 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 $60 of total unrecognized compensation cost related to awards under the 2014 ESPP as of September 30, 2017. This cost is expected to be recognized over a weighted-average period of less than one year. . |
Net Income (Loss) Per Share of
Net Income (Loss) Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Net Income (Loss) Per Share of Common Stock | |
Net Income (Loss) Per Share of Common Stock | 12. Net Income (Loss) Per Share of Common Stock Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (unaudited) Numerator: Loss from continuing operations, net of income taxes $ ) $ ) $ ) $ ) Income (loss) from discontinued operations, net of income taxes Net income (loss) $ $ ) $ $ ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share Basic and diluted net income (loss) per share: Net loss from continuing operations $ ) $ ) $ ) $ ) Net income (loss) from discontinued operations Net income (loss) $ $ ) $ $ ) The following securities were outstanding during the periods presented below and have been excluded from the calculation of diluted net loss from continuing operations per share and net income per share, net income (loss) from discontinued operations per share of common stock because the effect is anti-dilutive: Three Months Ended Nine Months Ended September 30, September 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 | 9 Months Ended |
Sep. 30, 2017 | |
Stock Repurchases | |
Stock Repurchases | 13. Stock Repurchases On March 29, 2016, the Company announced that its Board of Directors approved a share repurchase program, which authorized the Company to purchase up to $15,000 of its common stock over an eighteen-month period commencing March 25, 2016. During the nine months ended September 30, 2017, the Company made open-market purchases totaling 983,864 shares of common stock, for an aggregate purchase price of $2,406. The share repurchase program expired during the three months ended September 30, 2017. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 income (loss), changes in stockholders equity, 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, including, but not limited to, as a result of the disposition of the buyer platform. 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. The Company’s Consolidated Balance Sheets and Consolidated Statements of Operations for the prior periods presented herein have been recast to reflect the results of its buyer platform business that was classified as discontinued operations during the third quarter of 2017. See Note 3 for additional information. |
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 nine months ended September 30, 2017 and 2016, there were no customers that accounted for 10% or more of revenue. At September 30, 2017, there were two clients that accounted for 24.7% and 15.5% of outstanding accounts receivables. At December 31, 2016, there was one client that accounted for 13.3% of outstanding accounts receivables. |
Use of Estimates | Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates. |
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 an 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 an 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. The impact to the financial statements as a result of the adoption was an increase in the accumulated deficit and a corresponding increase in additional paid-in capital of $94 during the nine months ended September 30, 2017. FASB Accounting Standards Update No. 2016-02 — Leases (Topic 842) In February 2016, the FASB issued an 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. 2015-16 — 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 will apply the modified retrospective approach. The Company has assigned internal resources in addition to the engagement of a third-party service provider to assist in the evaluation. The Company is in the final stages of evaluating the impact of the new standard on its accounting policies, processes, and system requirements and based on the preliminary results of the ongoing assessment, does not anticipate a material impact to the Company’s revenue recognition. The Company will finalize its assessment in the fourth quarter of 2017. |
Disposition of Buyer Platform (
Disposition of Buyer Platform (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disposition of Buyer Platform | |
Schedules of assets and liabilities, results of operations and supplemental cash flow information for discontinued operations | The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operation to the amounts presented separately in the Company’s Consolidated Balance Sheet: December 31, 2016 (unaudited) Accounts receivable, net of allowance for doubtful accounts $ Prepaid expenses and other current assets Current assets of discontinued operations $ Property & equipment, net of accumulated depreciation $ Intangible assets, net of accumulated amortization Goodwill Other assets Non-current assets of discontinued operations $ Accounts payable and accrued expenses $ Other current liabilities Capital leases, short - term Current liabilities of discontinued operations $ Deferred rent, long - term $ Capital leases Non-current liabilities of discontinued operations $ The following table presents a reconciliation of the major financial lines constituting the results of operations for discontinued operations to the net income from discontinued operations, net of tax, presented separately in the Consolidated Statements of Operations: Three Months Ended Nine Months Ended 2017 2016 2017 2016 (unaudited) Revenue $ $ $ Cost of sales Gross profit Operating expenses: Technology and development Sales and marketing General administrative Depreciation and Amortization Total operating expenses Operating income of discontinued operations before income taxes Provision (benefit) for income tax on discontinued operations ) ) Income from discontinued operations, net of income taxes Gain on sale of discontinued operation before tax — — Provision for income taxes on gain on sale — — Gain on sale of discontinued operation after income taxes — — Income from discontinued operations, net of income taxes $ $ $ $ The following table presents supplemental cash flow information of the discontinued operations: Nine Months Ended September 30, 2017 2016 (unaudited) Non-cash adjustments to net cash from operating activities: Depreciation and amortization $ $ Stock based compensation expense Goodwill write-off — Cash used in investing activities: Capital expenditures $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurements | |
Schedule of the assets and liabilities measured at fair value on a recurring basis | September 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) 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 $23,453 and $9,450 of operating cash balances as of September 30, 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”) were 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 was 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 Consolidated Statements of Operations. The Year-2 Earnout was based upon actual results and was paid to TVN Sellers during the three months ended September 30, 2017. |
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 Contingent consideration payments (3) ) Ending balance at September 30, 2017 $ — (1) Represents the estimated fair value of contingent consideration attributable to the TVN Employee Sellers that has been recorded during the nine months ended September 30, 2017. Refer to the table above regarding assumptions used for Level 3 instruments, and Note 7 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, through the year-2 Earn-Out Period, 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 7 for further discussion of contingent consideration payments owed in connection with the Company’s acquisition of TVN (3) During the three months ended September 30, 2017, the Company paid the TVN Employee Sellers and other TVN Sellers, $3,395 and $1,358, respectively, based on the performance of TVN during the Year 2 Earn-Out Period. |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | September 30, December 31, 2017 2016 (unaudited) Prepaid expenses and other current assets $ $ Leasehold improvement incentives — Deferred rental income Total prepaid expenses and other current assets $ $ |
Accounts Payable and Accrued 26
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | September 30, December 31, 2017 2016 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) | 9 Months Ended |
Sep. 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 July 1, 2017 $ ) ) Other comprehensive loss (1) ) ) Ending balance at September 30, 2017 $ ) ) Foreign Currency Translation Adjustment Total Beginning balance at July 1, 2016 $ ) $ ) Other comprehensive loss (1) ) ) Ending balance at September 30, 2016 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2017 $ ) $ ) Other comprehensive income (1) Ending balance at September 30, 2017 $ ) $ ) Foreign Currency Translation Adjustment Total Beginning balance at January 1, 2016 $ ) ) Other comprehensive loss (1) ) ) Ending balance at September 30, 2016 $ ) ) (1) For the three and nine months ended September 30, 2017 and 2016, there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation | |
Schedule of the stock-based compensation expense | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (unaudited) Technology and development $ $ $ $ Sales and marketing General and administrative Total in continuing operations Discontinued Operations 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 (2) Stock option awards forfeited ) Stock option awards exercised ) Stock option awards outstanding as of September 30, 2017 Stock option awards vested and exercisable as of September 30, 2017 (3) (1) Includes certain employment inducement stock option awards granted outside of the Company’s stockholder approved equity compensation plans including the Performance Option (as defined below). These grants are generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. (2) Includes employment inducement stock option awards granted to the Company’s Chief Executive Officer (“CEO”) outside of the Company’s stockholder approved equity compensation plans. These grants are generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. (3) Includes the vested portion of each employment inducement stock option award. |
Schedule of other selected information including aggregate intrinsic value of awards exercised | Nine Months Ended September 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 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 (1) Restricted stock unit awards forfeited ) Restricted stock unit awards vested ) Non-vested restricted stock unit awards outstanding as of September 30, 2017 (1) Includes employment inducement restricted stock unit awards granted to the Company’s CEO outside of the Company’s stockholder approved equity compensation plans. The award is generally subject to the same terms and conditions as applied to awards granted under the Company’s 2013 Plan. |
Net Income (Loss) Per Share o29
Net Income (Loss) Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Net Income (Loss) Per Share of Common Stock | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (unaudited) Numerator: Loss from continuing operations, net of income taxes $ ) $ ) $ ) $ ) Income (loss) from discontinued operations, net of income taxes Net income (loss) $ $ ) $ $ ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share Basic and diluted net income (loss) per share: Net loss from continuing operations $ ) $ ) $ ) $ ) Net income (loss) from discontinued operations Net income (loss) $ $ ) $ $ ) |
Schedule of securities excluded from the calculation of diluted net loss per share of common stock | Three Months Ended Nine Months Ended September 30, September 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 Thousands | Aug. 07, 2017USD ($) |
Buyer Platform | Discontinued operations disposed of by sale | Taptica International Ltd. | |
Organization and Description of Business | |
Total consideration | $ 50,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Accounts receivable - customer | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Concentrations of credit risk | ||
Number Of Clients | 2 | |
Client concentration risk | ||
Concentrations of credit risk | ||
Number Of Clients | 1 | |
Concentration risk percent | 13.30% | |
Client concentration risk | Major Client One | ||
Concentrations of credit risk | ||
Concentration risk percent | 24.70% | |
Client concentration risk | Major Client Two | ||
Concentrations of credit risk | ||
Concentration risk percent | 15.50% |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Summary of Significant Accounting Policies | ||
Additional paid-in capital. | $ 287,124 | $ 283,486 |
Accumulated deficit | (195,561) | $ (198,601) |
Accounting Standards Update 2016-09 | ||
Summary of Significant Accounting Policies | ||
Additional paid-in capital. | 94 | |
Accumulated deficit | $ (94) |
Disposition of Buyer Platform -
Disposition of Buyer Platform - Narrative (Details) - USD ($) $ in Thousands | Aug. 07, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Disposition | |||
Gain on sale of discontinued operations, net of income taxes | $ 14,924 | $ 14,924 | |
Discontinued operations disposed of by sale | Buyer Platform | |||
Disposition | |||
Gain on sale of discontinued operations, net of income taxes | $ 14,924 | $ 14,924 | $ 14,924 |
Discontinued operations disposed of by sale | Buyer Platform | Taptica International Ltd. | |||
Disposition | |||
Total consideration | 50,000 | ||
Discontinued operations disposed of by sale | Buyer Platform | Tremor Video, DSP | Taptica International Ltd. | |||
Disposition | |||
Proceeds for right to use name included in total consideration | $ 1,000 | ||
Right to use name, term of agreement | 18 months |
Disposition of Buyer Platform34
Disposition of Buyer Platform - Balance Sheets Disclosures (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Disposition | |
Current assets of discontinued operations | $ 50,172 |
Non-current assets of discontinued operations | 12,491 |
Current liabilities of discontinued operations | 31,492 |
Non-current liabilities of discontinued operations | 836 |
Discontinued operations disposed of by sale | Buyer Platform | |
Disposition | |
Accounts receivable, net of allowance for doubtful accounts | 49,598 |
Prepaid expenses and other current assets | 574 |
Current assets of discontinued operations | 50,172 |
Property & equipment, net of accumulated depreciation | 2,393 |
Intangible assets, net of accumulated amortization | 5,378 |
Goodwill | 4,609 |
Other assets | 111 |
Non-current assets of discontinued operations | 12,491 |
Accounts payable and accrued expenses | 31,090 |
Other current liabilities | 40 |
Capital leases, short - term | 362 |
Current liabilities of discontinued operations | 31,492 |
Deferred rent, long - term | 76 |
Capital leases | 760 |
Non-current liabilities of discontinued operations | $ 836 |
Disposition of Buyer Platform35
Disposition of Buyer Platform - Statements of Operations Disclosures (Details) - USD ($) $ in Thousands | Aug. 07, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Operating expenses: | |||||
Income from discontinued operations, net of income taxes | $ 643 | $ 497 | $ 7,847 | $ 210 | |
Gain on sale of discontinued operation before income taxes | 15,222 | ||||
Gain on sale of discontinued operation after income taxes | 14,924 | 14,924 | |||
Total income from discontinued operations, net of income taxes | 15,567 | 497 | 22,771 | 210 | |
Discontinued operations disposed of by sale | Buyer Platform | |||||
Disposition | |||||
Net sales | 14,143 | 33,648 | 88,337 | 94,209 | |
Cost of sales | 8,553 | 22,188 | 53,336 | 59,510 | |
Gross profit | 5,590 | 11,460 | 35,001 | 34,699 | |
Operating expenses: | |||||
Technology and development | 1,215 | 3,370 | 7,532 | 10,696 | |
Sales and marketing | 3,073 | 6,044 | 15,808 | 19,047 | |
General administrative | 97 | 221 | 538 | 662 | |
Depreciation and Amortization | 527 | 1,340 | 3,222 | 4,120 | |
Total operating expenses | 4,912 | 10,975 | 27,100 | 34,525 | |
Operating income of discontinued operations before income taxes | 678 | 485 | 7,901 | 174 | |
Provision (benefit) for income tax on discontinued operations | 35 | (12) | 54 | (36) | |
Income from discontinued operations, net of income taxes | 643 | 497 | 7,847 | 210 | |
Gain on sale of discontinued operation before income taxes | 15,222 | 15,222 | |||
Provision for income tax on gain on sale | 298 | 298 | |||
Gain on sale of discontinued operation after income taxes | $ 14,924 | 14,924 | 14,924 | ||
Total income from discontinued operations, net of income taxes | $ 15,567 | $ 497 | $ 22,771 | $ 210 |
Disposition of Buyer Platform36
Disposition of Buyer Platform - Statements of Cash Flows Disclosures (Details) - Discontinued operations disposed of by sale - Buyer Platform - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Non-cash adjustments to net cash from operating activities: | ||||
Depreciation and amortization | $ 527 | $ 1,340 | $ 3,222 | $ 4,120 |
Stock-based compensation expense | $ 102 | $ 349 | 671 | 1,096 |
Goodwill write-off | 4,609 | |||
Cash used in investing activities: | ||||
Capital expenditures | $ 413 | $ 1,310 |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy (Details) - USD ($) $ in Thousands | Aug. 03, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurements | |||
Operating cash balances | $ 23,453 | $ 9,450 | |
TVN | Earnout Period | |||
Fair Value Measurements | |||
Period following closing date during which additional payments may be required | 2 years | ||
Recurring Basis | |||
Assets: | |||
Money market funds | 53,720 | 33,710 | |
Total assets | 53,720 | 33,710 | |
Liabilities: | |||
Contingent consideration on acquisition liability | 2,483 | ||
Total liabilities | 2,483 | ||
Recurring Basis | Level 1 | |||
Assets: | |||
Money market funds | 53,720 | 33,710 | |
Total assets | $ 53,720 | 33,710 | |
Recurring Basis | Level 3 | |||
Liabilities: | |||
Contingent consideration on acquisition liability | 2,483 | ||
Total liabilities | $ 2,483 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
TVN | Contingent consideration payable to employee sellers | Earnout Period, Year Two | ||
Changes in the Company's Level 3 instruments measured at fair value | ||
Contingent consideration payments | $ 3,395 | |
TVN | Contingent consideration payable to non employee sellers | Earnout Period, Year Two | ||
Changes in the Company's Level 3 instruments measured at fair value | ||
Contingent consideration payments | 1,358 | |
Recurring Basis | ||
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 | 312 | |
Contingent consideration payments | (4,753) | |
Balance at the end of the period | $ 0 | $ 0 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses and other current assets | $ 1,948 | $ 1,685 |
Leasehold improvement incentives | 55 | |
Deferred rental income | 128 | 91 |
Total prepaid expenses and other current assets | $ 2,076 | $ 1,831 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property and Equipment, Net | |||||
Total property and equipment | $ 15,293 | $ 15,293 | $ 14,845 | ||
Less: accumulated depreciation | (10,303) | (10,303) | (7,582) | ||
Total property and equipment, net of accumulated depreciation | 4,990 | 4,990 | 7,263 | ||
Depreciation expense related to property and equipment | 892 | $ 929 | 2,727 | $ 2,564 | |
Loss from sublease | 341 | ||||
Other (expense) income, net | |||||
Property and Equipment, Net | |||||
Loss from sublease | 0 | $ 0 | 0 | $ 341 | |
Leasehold improvements | |||||
Property and Equipment, Net | |||||
Total property and equipment | 8,372 | 8,372 | 8,350 | ||
Computer hardware | |||||
Property and Equipment, Net | |||||
Total property and equipment | 3,554 | 3,554 | 3,428 | ||
Furniture and fixtures | |||||
Property and Equipment, Net | |||||
Total property and equipment | 1,517 | 1,517 | 1,516 | ||
Computer software | |||||
Property and Equipment, Net | |||||
Total property and equipment | 1,683 | 1,683 | 1,336 | ||
Office equipment | |||||
Property and Equipment, Net | |||||
Total property and equipment | $ 167 | $ 167 | $ 215 |
Acquisition (Details)
Acquisition (Details) AUD in Thousands, $ in Thousands | Aug. 16, 2016AUD | Aug. 16, 2016USD ($) | Aug. 03, 2015AUD | Aug. 03, 2015USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017AUD | Sep. 30, 2017USD ($) | Aug. 03, 2015USD ($) |
Acquisition | |||||||||||
Mark-to-market | $ 6 | $ 148 | $ 1,095 | ||||||||
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 | Contingent consideration payable to employee sellers | Sales and marketing | |||||||||||
Acquisition | |||||||||||
Compensation-related expenses | $ 0 | 1,810 | |||||||||
TVN | Contingent consideration payable to employee sellers | Earnout Period, Year Two | |||||||||||
Acquisition | |||||||||||
Contingent consideration payments | 3,395 | ||||||||||
TVN | Contingent consideration payable to employee sellers | Earnout Period, Year Two | Estimate of Fair Value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | AUD 4,309 | $ 3,395 | |||||||||
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 | |||||||||||
Acquisition | |||||||||||
Contingent consideration payments | 1,358 | ||||||||||
TVN | Contingent consideration payable to non employee sellers | Earnout Period, Year Two | Estimate of Fair Value | |||||||||||
Acquisition | |||||||||||
Contingent consideration | AUD 1,723 | $ 1,358 | |||||||||
Mark-to-market | $ 0 | $ 148 |
Accounts Payable and Accrued 42
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Expenses | ||
Trade accounts payable | $ 39,235 | $ 24,525 |
Accrued compensation, benefits and payroll taxes | 4,904 | 3,393 |
Accrued cost of sales | 5,763 | 5,015 |
Other payables and accrued expenses | 1,230 | 668 |
Total accounts payable and accrued expenses | $ 51,132 | $ 33,601 |
Changes in Accumulated Other 43
Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Changes in Accumulated Other Comprehensive (Loss) Income | ||||
Balance at the beginning of the period | $ (204) | $ (58) | $ (331) | $ (55) |
Other comprehensive (loss) income | (42) | (122) | 85 | (125) |
Balance at the end of the period | (246) | (180) | (246) | (180) |
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 | (204) | (58) | (331) | (55) |
Other comprehensive (loss) income | (42) | (122) | 85 | (125) |
Balance at the end of the period | $ (246) | $ (180) | $ (246) | $ (180) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Legal Contingencies | ||
Reserves recorded | $ 0 | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock-Based Compensation | |||||
Total stock-based compensation expense | $ 1,636 | $ 960 | $ 3,701 | $ 2,949 | |
Buyer Platform | Discontinued operations disposed of by sale | |||||
Stock-Based Compensation | |||||
Stock-based compensation expense | 102 | 349 | 671 | 1,096 | |
Continuing Operations | |||||
Stock-Based Compensation | |||||
Total stock-based compensation expense | 1,534 | 611 | 3,030 | 1,853 | |
Discontinued Operations | |||||
Stock-Based Compensation | |||||
Total stock-based compensation expense | 102 | 349 | 671 | 1,096 | |
Labor and related expense | $ 45 | ||||
Technology and development | Continuing Operations | |||||
Stock-Based Compensation | |||||
Total stock-based compensation expense | 155 | 131 | 455 | 336 | |
Sales and marketing | Continuing Operations | |||||
Stock-Based Compensation | |||||
Total stock-based compensation expense | 902 | 83 | 1,252 | 362 | |
General and administrative | Continuing Operations | |||||
Stock-Based Compensation | |||||
Total stock-based compensation expense | $ 477 | $ 397 | $ 1,323 | $ 1,155 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Awards Outstanding Rollforward (Details) - $ / shares | 1 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | |
Number of Stock Option Awards Outstanding | ||
Stock option awards outstanding at the beginning of the period (in shares) | 6,425,832 | |
Stock option awards granted (in shares) | 1,100,000 | |
Stock option awards forfeited (in shares) | (682,861) | |
Stock option awards exercised (in shares) | (290,884) | |
Stock option awards outstanding at the end of the period (in shares) | 6,552,087 | |
Stock option awards vested and exercisable at the end of the period (in shares) | 5,032,082 | |
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 granted (in dollars per share) | 2.39 | |
Stock option awards forfeited (in dollars per share) | 3.09 | |
Stock option awards exercised (in dollars per share) | 1.38 | |
Stock option awards outstanding at the end of the period (in dollars per share) | 3.99 | |
Stock option awards vested and exercisable at the end of the period (in dollars per share) | $ 3.99 | |
Stock option awards | ||
Stock-Based Compensation | ||
Cliff period | 1 year | |
Expiration period | 10 years | |
Stock option awards | Maximum | ||
Stock-Based Compensation | ||
Vesting period | 4 years | |
CEO | Performance Option | Performance Option, First half portion | ||
Weighted Average Exercise Price Per Share | ||
Shares subject to the option will vest (in percent) | 50.00% | |
Moving average in days | 30 days | |
Common stock price threshold for vesting | $ 4 | |
CEO | Performance Option | Performance Option, Second half portion | ||
Weighted Average Exercise Price Per Share | ||
Shares subject to the option will vest (in percent) | 50.00% | |
Moving average in days | 30 days | |
Common stock price threshold for vesting | $ 5 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Selected Info (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Stock-Based Compensation | ||
Cash proceeds received from stock option awards exercised | $ 403 | $ 150 |
Stock option awards | ||
Stock-Based Compensation | ||
Aggregate intrinsic value of stock option awards exercised | $ 373 | $ 149 |
Weighted-average grant-date fair value per share of stock option awards granted (in dollars per share) | $ 0.72 | $ 0.57 |
Cash proceeds received from stock option awards exercised | $ 403 | $ 150 |
Dividend yield (as a percent) | 0.00% | |
Unrecognized compensation cost related to non-vested stock option awards | $ 731 | |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 6 months 26 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock (Details) - Restricted stock unit awards $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Restricted Stock Unit (RSU) Awards Outstanding | |
Unrecognized compensation cost related to non-vested restricted stock unit awards | $ | $ 4,971 |
Weighted-average period over which unrecognized compensation cost is expected to be recognized | 3 years 3 months 11 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 | 2,532,599 |
Restricted stock unit awards forfeited (in shares) | shares | (2,022,660) |
Restricted stock unit awards vested (in shares) | shares | (1,284,615) |
Non-vested restricted stock unit awards outstanding at the end of the period (in shares) | shares | 2,975,616 |
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 | 2.20 |
Restricted stock unit awards forfeited (in dollars per share) | $ / shares | 1.83 |
Restricted stock unit awards vested (in dollars per share) | $ / shares | 2.13 |
Non-vested restricted stock unit awards outstanding at the end of the period (in dollars per shares) | $ / shares | $ 2.14 |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended |
Apr. 30, 2014 | Sep. 30, 2017USD ($)item$ / sharesshares | |
2014 ESPP | ||
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) | $ / shares | $ 25 | |
Number of ESPP offerings | item | 2 | |
Shares of common stock reserved for future issuance | 1,001,658 | |
Dividend yield (as a percent) | 0.00% | |
Unrecognized compensation cost related to non-vested restricted stock unit awards | $ | $ 60 | |
2014 ESPP | 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 | |
ESPP, February 2017 Offering | ||
Stock-Based Compensation | ||
Common stock purchased | 176,898 | |
Exercise price of common stock purchased | $ / shares | $ 1.44 | |
ESPP, August 2017 Offering | ||
Stock-Based Compensation | ||
Common stock purchased | 102,013 | |
Exercise price of common stock purchased | $ / shares | $ 1.88 |
Net Income (Loss) Per Share o50
Net Income (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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Loss from continuing operations, net of income taxes | $ (3,273) | $ (4,114) | $ (19,637) | $ (20,756) |
Income from discontinued operations, net of income taxes | 15,567 | 497 | 22,771 | 210 |
Net income (loss) | $ 12,294 | $ (3,617) | $ 3,134 | $ (20,546) |
Denominator: | ||||
Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share | 50,642,344 | 52,473,601 | 50,280,849 | 52,493,099 |
Basic and diluted net income (loss) per share: | ||||
Net loss from continuing operations | $ (0.06) | $ (0.08) | $ (0.39) | $ (0.40) |
Net income (loss) from discontinued operations | 0.30 | 0.01 | 0.45 | 0.01 |
Net income (loss) | $ 0.24 | $ (0.07) | $ 0.06 | $ (0.39) |
Net Income (Loss) Per Share o51
Net Income (Loss) Per Share of Common Stock - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Securities excluded from the calculation of weighted average common shares outstanding | ||||
Total anti-dilutive securities | 9,527,703 | 10,343,584 | 9,527,703 | 10,343,584 |
Warrants to purchase common stock | ||||
Securities excluded from the calculation of weighted average common shares outstanding | ||||
Total anti-dilutive securities | 31,130 | 31,130 | ||
Stock option awards | ||||
Securities excluded from the calculation of weighted average common shares outstanding | ||||
Total anti-dilutive securities | 6,552,087 | 6,634,827 | 6,552,087 | 6,634,827 |
Restricted stock unit awards | ||||
Securities excluded from the calculation of weighted average common shares outstanding | ||||
Total anti-dilutive securities | 2,975,616 | 3,677,627 | 2,975,616 | 3,677,627 |
Stock Repurchases (Details)
Stock Repurchases (Details) - USD ($) $ in Thousands | Mar. 29, 2016 | Sep. 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 | 983,864 | |
Repurchase amount | $ 2,406 |