Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 03, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Telaria, Inc. | |
Entity Central Index Key | 1,375,796 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
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 | 52,170,958 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 72,585 | $ 76,320 |
Accounts receivable, net | 46,933 | 59,288 |
Prepaid expenses and other current assets | 3,674 | 2,499 |
Total current assets | 123,192 | 138,107 |
Long-term assets: | ||
Property and equipment, net | 1,909 | 3,194 |
Intangible assets, net | 1,195 | 1,307 |
Goodwill | 6,300 | 6,320 |
Deferred tax assets | 332 | 332 |
Other assets | 1,013 | 1,168 |
Total long-term assets | 10,749 | 12,321 |
Total assets | 133,941 | 150,428 |
Current liabilities: | ||
Accounts payable and accrued expenses | 48,026 | 59,419 |
Deferred rent, short-term | 859 | 808 |
Deferred income | 585 | 674 |
Other current liabilities | 49 | 53 |
Total current liabilities | 49,519 | 60,954 |
Long-term liabilities: | ||
Deferred rent | 5,867 | 5,260 |
Deferred tax liabilities | 331 | 338 |
Other non-current liabilities | 53 | 737 |
Total liabilities | 55,770 | 67,289 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value: 250,000,000 shares authorized as of March 31, 2018 and December 31, 2017, respectively; 55,968,481 and 55,136,038 shares issued and 52,122,985 and 51,290,542 outstanding as of March 31, 2018 and December 31, 2017, respectively | 6 | 5 |
Treasury stock, at cost 3,845,496 shares as of March 31, 2018 and December 31, 2017 | (8,443) | (8,443) |
Additional paid-in capital | 289,479 | 288,277 |
Accumulated other comprehensive loss | (302) | (232) |
Accumulated deficit | (202,569) | (196,468) |
Total stockholders’ equity | 78,171 | 83,139 |
Total liabilities and stockholders’ equity | $ 133,941 | $ 150,428 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
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 | 55,968,481 | 55,136,038 |
Common stock, shares outstanding | 52,122,985 | 51,290,542 |
Treasury stock, shares | 3,845,496 | 3,845,496 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 9,601 | $ 6,139 |
Cost of revenue | 1,028 | 764 |
Gross profit | 8,573 | 5,375 |
Operating expenses: | ||
Technology and development | 2,308 | 2,425 |
Sales and marketing | 6,293 | 6,526 |
General and administrative | 4,998 | 4,873 |
Depreciation and amortization | 1,801 | 1,021 |
Mark-to-market | 0 | 55 |
Total operating expenses | 15,400 | 14,900 |
Loss from continuing operations | (6,827) | (9,525) |
Interest and other income (expense), net: | ||
Interest expense | (3) | (34) |
Other income, net | 717 | 7 |
Total interest and other income (expense), net | 714 | (27) |
Loss from continuing operations before income taxes | (6,113) | (9,552) |
Provision (benefit) for income taxes | 14 | (10) |
Loss from continuing operations, net of income taxes | (6,127) | (9,542) |
Gain on sale of discontinued operations, net of income taxes | 26 | 0 |
Income from discontinued operations, net of income taxes | 0 | 2,682 |
Total income from discontinued operations, net of income taxes | 26 | 2,682 |
Net loss | $ (6,101) | $ (6,860) |
Net income (loss) per share — basic and diluted: | ||
Loss from continuing operations, net of income taxes (usd per share) | $ (0.12) | $ (0.19) |
Income from discontinued operations, net of income taxes (usd per share) | 0 | 0.05 |
Net loss (usd per share) | $ (0.12) | $ (0.14) |
Weighted-average number of shares of common stock outstanding: | ||
Basic and diluted (shares) | 51,827,685 | 49,998,547 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,101) | $ (6,860) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (70) | 86 |
Comprehensive loss | $ (6,171) | $ (6,774) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2016 | $ (331) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (6,860) | |||||
Foreign currency translation adjustment | 86 | |||||
Ending balance at Mar. 31, 2017 | (245) | |||||
Beginning balance at Dec. 31, 2017 | 83,139 | $ 5 | $ (8,443) | $ 288,277 | (232) | $ (196,468) |
Balance (in shares) at Dec. 31, 2017 | 55,136,038 | 3,845,496 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options awards | 1,019 | $ 1 | 1,018 | |||
Exercise of stock options awards (in shares) | 314,711 | |||||
Stock-based compensation expense | 856 | 856 | ||||
Common stock issued for settlement of restricted stock units net of 197,947 shares withheld to satisfy income tax withholding obligations | (912) | (912) | ||||
Common stock issued for settlement of restricted stock units net of 337,049 shares withheld to satisfy income tax withholding obligations (in shares) | 433,317 | |||||
Common stock issuance in connection with employee stock purchase plan | 240 | 240 | ||||
Common stock issuance about employee stock purchase plan (in shares) | 84,415 | |||||
Net loss | (6,101) | (6,101) | ||||
Foreign currency translation adjustment | (70) | (70) | ||||
Ending balance at Mar. 31, 2018 | $ 78,171 | $ 6 | $ (8,443) | $ 289,479 | $ (302) | $ (202,569) |
Balance (in shares) at Mar. 31, 2018 | 55,968,481 | 3,845,496 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2018shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock withheld to satisfy income tax withholding obligations relating to restricted stock units (in shares) | 197,947 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (6,127) | $ (9,542) |
Total income from discontinued operations | 26 | 2,682 |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,801 | 2,349 |
Bad debt expense | 0 | 296 |
Mark-to-market expense | 0 | (55) |
Compensation expense related to the acquisition contingent consideration | 0 | 825 |
Loss on disposal of property and equipment | 22 | 0 |
Stock-based compensation expense | 856 | 1,016 |
Deferred tax benefit | 0 | (27) |
Net changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 12,355 | 11,262 |
Increase in prepaid expenses, other current assets and other long-term assets | (1,020) | (779) |
Decrease in accounts payable and accrued expenses | (11,590) | (20,499) |
Decrease in other current liabilities | (4) | (79) |
Increase/(decrease) in deferred rent and security deposits payable | 658 | (118) |
(Decrease)/increase in deferred income | (90) | 22 |
Decrease in other liabilities | (685) | 0 |
Net cash used in operating activities | (3,798) | (12,537) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (256) | (754) |
Net cash used in investing activities | (256) | (754) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options awards | 1,018 | 38 |
Proceeds from issuance of common stock under employee stock purchase plan | 240 | 256 |
Principal portion of capital lease payments | 0 | (102) |
Treasury stock — repurchase of stock | 0 | (2,406) |
Tax withholdings related to net share settlements of restricted stock unit awards (RSUs) | (912) | (654) |
Net cash provided by (used in) financing activities | 346 | (2,868) |
Net decrease in cash, cash equivalents and restricted cash | (3,708) | (16,159) |
Effect of exchange rate changes in cash, cash equivalents and restricted cash | (27) | 261 |
Cash, cash equivalents and restricted cash at beginning of period | 76,320 | 43,930 |
Cash, cash equivalents and restricted cash at end of period | 72,585 | 28,032 |
Supplemental disclosure of cash flow activities: | ||
Cash paid for income taxes | 0 | 13 |
Cash paid for interest expense | 0 | 52 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 197 | 68 |
Common stock issued for settlement of RSUs | $ 1,607 | $ 946 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Telaria, Inc. (the “Company”), formerly Tremor Video, Inc., provides a fully programmatic, software platform for premium publishers to analyze, manage and monetize their video advertising across internet connected devices. On September 11, 2017, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change the Company's 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 video management platform for publishers. The Company is headquartered in the State of New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and condensed footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the 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 condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s condensed consolidated balance sheets, statements of operations, comprehensive 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 condensed consolidated financial statements and condensed 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, 2017 filed with the SEC on March 2, 2018. The Company’s Condensed Consolidated Balance Sheets and Condensed 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 condensed consolidated financial statements. Use of Estimates The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Condensed Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates. Revenue Recognition The Company generates revenue each time a transaction occurs on our platform based on a simple and transparent fee structure established with our publisher partners. The Company does not purchase and re-sell inventory from publishers and does not collect any fees directly from buyers integrated with our platform. The Company acts as an agent on behalf of publishers and revenue is recognized net of any inventory costs that we remit to publishers when a buyer purchases inventory from a publisher on our platform. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in the transaction. In determining whether the Company is acting as the principal or an agent, management followed the accounting guidance for principal-agent considerations. The determination of whether the Company is acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. Revenue generated, and costs incurred, related to our publisher platform are reported on a net basis as we are not the primary obligor in our publisher platform transactions as: (1) another party is primarily responsible for fulfilling the contract and we do not have discretion in establishing prices and (2) we do not generally take on inventory risk. Stock-Based Compensation Expenses The Company accounts for stock-based compensation expense under FASB ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, “Equity-Based Payments to Non-Employees,” which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees. The Company measures its stock-based payment awards based on its estimate of the fair value of such award using an option-pricing model, for stock option awards, and the fair value of the Company’s common stock on the date of grant, for restricted stock unit awards. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s condensed consolidated statements of operations. The Company recognizes compensation expenses for the value of its stock-based payment awards, which have graded vesting criteria based on service and market conditions, using the straight-line method, over the requisite service period of each of the awards, net of actual forfeitures. In the event of modification of the conditions on which stock-based payment awards were granted, an additional expense is recognized for any modification that increases the total fair value of the stock-based payment arrangement; with modification defined as; (i) an event that increases the fair value of the award; (ii) changes the vesting period of the award; (iii) or changes the classification of the award from equity to liability or liability to equity, for employees, other service providers or non-employees at the date of modification. For the three months ended March 31, 2018 and 2017, stock-based compensation recorded in continuing operations is as follows: Three Months Ended March 31, 2018 2017 Stock-based compensation expense: Technology and development 129 144 Sales and marketing 309 163 General and administrative 418 437 Total stock-based compensation expense in continuing operations $ 856 $ 744 Income Taxes Income taxes represents amounts paid or payable (or received or receivable) for the current year and includes any changes in deferred taxes during the year. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as non-current. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. As a result of the Company’s historical operating performance and the cumulative net losses incurred to date, the Company does not have sufficient objective evidence to support the recovery of the deferred tax assets. Accordingly, the Company has established a valuation allowance against substantially all of its deferred tax assets for financial reporting purposes because the Company believes it is more likely than not that these deferred tax assets will not be realized. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in its provision for income taxes in the consolidated statements of operations. On December 22, 2017, the U.S. President signed the Tax Cuts and Jobs Act (the “Act”) into law. Effective January 1, 2018, among other changes, the Act (1) reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, (2) changes the rules relating to net operating loss ("NOL") carryforwards and carrybacks, (3) eliminates the corporate alternative minimum tax ("AMT") and changes how existing AMT credits can be realized; and (4) requires companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. As a result of the Act, no federal income tax provision related to regular or AMT taxes has been recorded for the period ended March 31, 2018. Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No.118 ("SAB 118"), which allows registrants to record provisional amounts during a one-year "measurement period". During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, we have not recorded incremental accounting adjustments related to the Act as we continue to consider interpretations of its application. The Tax Act did not have a material impact on our financial statements since our deferred temporary differences in the United States are fully offset by a valuation allowance and we do not have any significant off shore earnings from which to record the mandatory transition tax. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for warrants to purchase common stock, stock option awards and restricted stock unit awards. Due to the Company’s loss from continuing operations, net of income taxes: (i) warrants to purchase common stock; (ii) stock option awards; and (iii) restricted stock unit awards were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders is equal for the years presented. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s cash and cash equivalents approximates their cost plus accrued interest because of the short-term nature of the instruments. Accounts Receivable, Net The Company extends credit to customers and generally does not require any security or collateral. Accounts receivable are recorded at the invoiced amount. The Company carries its accounts receivable balances at net realizable value. Management evaluates the collectability of its accounts receivable balances on a periodic basis and determines whether to provide an allowance or if any accounts should be written down and charged to expense as bad debt. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. An accounts receivable balance is considered past due if the Company has not received payments based on agreed-upon terms. As of March 31, 2018 and December 31, 2017, the allowance for doubtful accounts was $359 . 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 months ended March 31, 2018, there was one publisher that accounted for more than 10% of revenue. There were no publishers that accounted for more than 10% of revenue during the three months ended March 31, 2017. At March 31, 2018, and March 31, 2017 there were two DSPs that each accounted for more than 10% of outstanding accounts receivables, respectively. Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: March 31, 2018 December 31, 2017 Prepaid expenses and other current assets $ 3,354 $ 2,231 Prepaid rent 172 127 Deferred rental income 148 141 Total prepaid expenses and other current assets $ 3,674 $ 2,499 Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense on property and equipment is calculated using the straight-line method over the following estimated useful lives: Computer hardware 3 years Furniture and fixtures 7 years Computer software 3 years Office equipment 3 years Leasehold improvements are amortized over the shorter of the remaining life of the lease or the life of the asset. The cost of additions and expenditures that extend the useful lives of existing assets, are capitalized, while repairs and maintenance costs are charged to operations as incurred. For the three months ended March 31, 2018 and 2017, the Company recorded depreciation expense of $1,709 and $933 , respectively. As of March 31, 2018 and December 31, 2017, accumulated depreciation balance is $10,786 and $9,110 , respectively. Impairment of Long-Lived Assets The Company periodically reviews long-lived assets, which consists of its property and equipment and intangible assets, for impairment in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. The Company did not identify any impairment losses in continuing operations related to the Company's long-lived assets during the three months ended March 31, 2018 and 2017. Goodwill and Intangible Assets, Net Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill and other intangible assets with indefinite lives for impairment annually as of October 1st, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company adopted FASB Accounting Standards Update (“ASU”) 2011-08, “Testing Goodwill for Impairment,” which gives companies the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company operates as one operating and reporting segment and, therefore, the Company assesses goodwill for impairment annually as one singular reporting unit, using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. The Company did not identify any impairment of its goodwill at March 31, 2018 and December 31, 2017, and therefore, for the three months ended March 31, 2018 and for the year-ended December 31, 2017, no impairment losses related to goodwill were recorded. The Company also reviews certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of intangible assets are measured by a comparison of the carrying amount of the asset or asset group, using an income approach, to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. As the Company operates as one business unit and our long-lived assets do not have identifiable cash flows that are independent of the other assets and liabilities of this business unit, the impairment testing on intangible assets is performed at the entity-level. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives on a straight-line method as follows: Customer relationships 5 to 10 years As of March 31, 2018 and December 31, 2017, accumulated amortization related to intangible assets with a definite useful life is $956 and $881 , respectively. Amortization expense recorded related to intangible assets with definite useful life for the three months ended March 31, 2018 and 2017 is $ 92 and $ 88 , respectively. Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses at cost when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: March 31, 2018 December 31, 2017 Trade accounts payable $ 37,969 $ 48,736 Accrued compensation, benefits and payroll taxes 3,977 4,288 Accrued cost of sales 4,793 5,576 Other payables and accrued expenses 1,287 819 Total accounts payable and accrued expenses $ 48,026 $ 59,419 Deferred Rent Liability The Company recognizes and records rent expense related to its lease agreements, which include rent holidays, rent escalation provisions and renewal options, on a straight-line basis beginning on the commencement date over the term of the lease. The term of the lease begins on the date of possession, which is generally when the Company enters the leased premises. The Company does not assume renewal option terms in its determination of the lease term unless such renewal option is reasonably expected to be exercised upon lease inception. Any lease incentives, which may be in the form of reduced rent payments, rent holidays or landlord incentives, are considered in determining the straight-line rent expense to be recorded over the lease term. Differences between straight-line rent expense and actual rent payments are recorded as a deferred rent liability and presented as either a current or long-term liability in the consolidated balance sheets based on the term of the respective lease agreements. Recently Issued Accounting Pronouncements FASB Accounting Standards Update No. 2018-02 - Income Statement - Reporting Comprehensive Income (Topic 220) In February 2018, Financial Accounting Standards Board, ("FASB") issued an Accounting Standards Update, ("ASU") No. 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2018 with early adoption permitted, including the interim periods. The Company is currently evaluating the impact the update will have on its condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2017-09 - Compensation - Stock Compensation (Topic 718) In September 2017, FASB issued an ASU No. 2017 - 09 Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies and eliminates the diversity of practice as to when a Company must account for the effects of a stock modification. In accordance with the guidance, an entity should not account for the effects of a modification unless all the following criteria are met: 1. The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification, 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The requirement is for public business entities to apply the guidance prospectively to annual reporting periods beginning after December 15, 2017 with early adoption permitted, including in the interim periods. The Company adopted this update in the first quarter of 2018 on a prospective basis. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2017-04 - Intangibles and Other (Topic 350) In January 2017, FASB issued ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The pronouncement eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Now the entity compares the fair value of the reporting unit with its carrying amount. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual impairment tests after January 1, 2017. The Company does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2017-01 - Business Combinations (Topic 805) In January 2017, FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendment was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when a set (inputs and processes that produce an output) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2017. The Company adopted this update on a prospective basis in the first quarter of 2018 with no material impact to the Company's condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2016-18 - Statement of Cash Flows (Topic 230) In November 2016, FASB issued Accounting Standards Update ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash. This update requires that a Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. Public business entities should apply the guidance retrospectively to annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company adopted this update in the first quarter of 2018 with no impact to the Company's first quarter 2018 condensed consolidated financial statements and a $770 increase in cash used in operating activities on the Company's condensed and consolidated statements of cash flows for the first quarter of 2017. FASB Accounting Standards Update No. 2016-15 - Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued an 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. The Company adopted this update in the first quarter of 2018 with no material impact to the Company's condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2016-02 — Leases (Topic 842) In February 2016, the FASB issued ASU No. 2016-02, Leases, 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 condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2014-09 — Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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 August 2015, The FASB issued ASU No. 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date, which 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. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal vs. Agent Consideration (Reporting Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The Company adopted the new standard in the first quarter of 2018 using the modified retrospective approach, with no material impact to the Company's condensed consolidated financial statements and related disclosures. |
Disposition of Buyer Platform
Disposition of Buyer Platform | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of Buyer Platform | Disposition of Buyer Platform On August 7, 2017, the Company announced the sale of its buyer platform to Taptica for total consideration of $50,000 , subject to adjustment for working capital. In connection with the transaction, we entered into a transition services agreement, as amended, pursuant to which we agreed to provide certain services to Taptica through May 31, 2018. The proceeds from the sale included $1,000 for the right to use the name, “Tremor Video, DSP,” for a period of 18 months following the closing. The Company is currently recognizing the $1,000 in other income within the Condensed Consolidated Statements of Operations ratably over the 18 months period. In February of 2018, the Company entered into an amended agreement with Taptica to transfer all rights, title and interest in the name "Tremor Video" to Taptica upon achievement of certain payment milestones under a commercial agreement between the parties, which are expected to be received in the second quarter of 2018. Upon receipt of such payments, the remaining balance of $1,000 related to the transfer of the trademark will be recorded in other income. In connection with the closing of the transaction, the Company recognized a gain on sale of discontinued operations, net of tax of $14,626 . 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 finalized such net working capital adjustments and recorded an adjustment of $26 to the gain on sale of discontinued operations, net of tax for the three months ended March 31, 2018. The following table presents 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 Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2018 2017 Revenue $ — $ 35,261 Cost of sales — 21,259 Gross profit — 14,002 Operating expenses: Technology and development — 3,236 Sales and marketing — 6,527 General administrative — 210 Depreciation and Amortization — 1,328 Total operating expenses — 11,301 Operating income of discontinued operations before income taxes — 2,701 Provision for income tax on discontinued operations — 19 Income from discontinued operations, net of income taxes $ — $ 2,682 Gain on sale of discontinued operations before income taxes 26 — Provision for income taxes on sale of discontinued operations — — Gain on sale of discontinued operations, net of income taxes 26 — Total income from discontinued operations, net of income taxes $ 26 $ 2,682 The following table presents supplemental cash flow information of the discontinued operations: Three Months Ended March 31, 2018 2017 Non-cash adjustments to net cash from operating activities: Depreciation and amortization $ — $ 1,328 Stock based compensation expense $ — $ 272 Cash used in investing activities: Capital expenditures $ — $ 346 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On August 3, 2015 , ("Acquisition Date"), the Company acquired all of the outstanding shares of The Video Network Pty, Ltd, an Australian limited liability company, ("TVN"). As consideration for the acquisition, 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). In addition, the former stockholders of TVN (“TVN Sellers”) were eligible to receive 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”). Subsequent to the date of acquisition, the Company re-measured the estimated fair value of the contingent consideration at each reporting date with any changes in fair value recorded in the Company’s statements of operations. For the three months ended March 31, 2017, the Company recorded $55 in mark-to market expense related to the change in contingent consideration for TVN Sellers that were not required to remain employed with the Company and $825 of compensation related expense in connection with the continued employment of the TVN Employee Sellers in sales and marketing expense in the condensed consolidated statement of operations. As of December 31, 2017, all contingent consideration related to the purchase of TVN had been paid. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis March 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) 54,021 54,021 53,853 53,853 Total assets 54,021 54,021 53,853 53,853 (1) Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximates its fair value. Amounts above do not include $18,564 and $22,467 of operating cash balances as of March 31, 2018 and December 31, 2017, respectively. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | Changes in Accumulated Other Comprehensive Loss The following tables provide the components of accumulated other comprehensive loss income: Foreign Currency Translation Adjustment Total Beginning balance at December 31, 2017 $ (232 ) $ (232 ) Other comprehensive loss (1) (70 ) (70 ) Ending balance at March 31, 2018 $ (302 ) $ (302 ) Foreign Currency Translation Adjustment Total Beginning balance at December 31, 2016 $ (331 ) $ (331 ) Other comprehensive loss (1) 86 86 Ending balance at March 31, 2017 $ (245 ) $ (245 ) (1) For the three months ended March 31, 2018 and 2017 , there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock Three Months Ended March 31, 2018 2017 Numerator: Loss from continuing operations, net of income taxes $ (6,127 ) $ (9,542 ) Income from discontinued operations, net of income taxes 26 2,682 Net loss $ (6,101 ) $ (6,860 ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share 51,827,685 49,998,547 Basic and diluted net income (loss) per share: Net loss from continuing operations $ (0.12 ) $ (0.19 ) Net income from discontinued operations — 0.05 Net loss $ (0.12 ) $ (0.14 ) 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, net loss per share and net income from discontinued operations per share of common stock because the effect is anti-dilutive: Three Months Ended March 31, 2018 2017 Warrants to purchase common stock — 31,130 Stock option awards 7,107,364 6,306,296 Restricted stock unit awards 2,537,561 4,788,010 Total anti-dilutive securities 9,644,925 11,125,436 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and condensed footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the 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 condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s condensed consolidated balance sheets, statements of operations, comprehensive 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 condensed consolidated financial statements and condensed 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, 2017 filed with the SEC on March 2, 2018. The Company’s Condensed Consolidated Balance Sheets and Condensed 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 condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Condensed Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company generates revenue each time a transaction occurs on our platform based on a simple and transparent fee structure established with our publisher partners. The Company does not purchase and re-sell inventory from publishers and does not collect any fees directly from buyers integrated with our platform. The Company acts as an agent on behalf of publishers and revenue is recognized net of any inventory costs that we remit to publishers when a buyer purchases inventory from a publisher on our platform. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in the transaction. In determining whether the Company is acting as the principal or an agent, management followed the accounting guidance for principal-agent considerations. The determination of whether the Company is acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. Revenue generated, and costs incurred, related to our publisher platform are reported on a net basis as we are not the primary obligor in our publisher platform transactions as: (1) another party is primarily responsible for fulfilling the contract and we do not have discretion in establishing prices and (2) we do not generally take on inventory risk. |
Stock-Based Compensation Expenses | Stock-Based Compensation Expenses The Company accounts for stock-based compensation expense under FASB ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, “Equity-Based Payments to Non-Employees,” which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees. The Company measures its stock-based payment awards based on its estimate of the fair value of such award using an option-pricing model, for stock option awards, and the fair value of the Company’s common stock on the date of grant, for restricted stock unit awards. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s condensed consolidated statements of operations. The Company recognizes compensation expenses for the value of its stock-based payment awards, which have graded vesting criteria based on service and market conditions, using the straight-line method, over the requisite service period of each of the awards, net of actual forfeitures. In the event of modification of the conditions on which stock-based payment awards were granted, an additional expense is recognized for any modification that increases the total fair value of the stock-based payment arrangement; with modification defined as; (i) an event that increases the fair value of the award; (ii) changes the vesting period of the award; (iii) or changes the classification of the award from equity to liability or liability to equity, for employees, other service providers or non-employees at the date of modification. |
Income Taxes | Income Taxes Income taxes represents amounts paid or payable (or received or receivable) for the current year and includes any changes in deferred taxes during the year. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carry-forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as non-current. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. As a result of the Company’s historical operating performance and the cumulative net losses incurred to date, the Company does not have sufficient objective evidence to support the recovery of the deferred tax assets. Accordingly, the Company has established a valuation allowance against substantially all of its deferred tax assets for financial reporting purposes because the Company believes it is more likely than not that these deferred tax assets will not be realized. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in its provision for income taxes in the consolidated statements of operations. On December 22, 2017, the U.S. President signed the Tax Cuts and Jobs Act (the “Act”) into law. Effective January 1, 2018, among other changes, the Act (1) reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, (2) changes the rules relating to net operating loss ("NOL") carryforwards and carrybacks, (3) eliminates the corporate alternative minimum tax ("AMT") and changes how existing AMT credits can be realized; and (4) requires companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries. As a result of the Act, no federal income tax provision related to regular or AMT taxes has been recorded for the period ended March 31, 2018. Given the significance of the legislation, the U.S. Securities and Exchange Commission (the "SEC") staff issued Staff Accounting Bulletin No.118 ("SAB 118"), which allows registrants to record provisional amounts during a one-year "measurement period". During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, we have not recorded incremental accounting adjustments related to the Act as we continue to consider interpretations of its application. The Tax Act did not have a material impact on our financial statements since our deferred temporary differences in the United States are fully offset by a valuation allowance and we do not have any significant off shore earnings from which to record the mandatory transition tax. |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities using the treasury stock method for warrants to purchase common stock, stock option awards and restricted stock unit awards. Due to the Company’s loss from continuing operations, net of income taxes: (i) warrants to purchase common stock; (ii) stock option awards; and (iii) restricted stock unit awards were not included in the computation of diluted net loss per share attributable to common stockholders, as the effects would be anti-dilutive. Accordingly, basic and diluted net loss per share attributable to common stockholders is equal for the years presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. The fair value of the Company’s cash and cash equivalents approximates their cost plus accrued interest because of the short-term nature of the instruments. |
Accounts Receivable, Net | Accounts Receivable, Net The Company extends credit to customers and generally does not require any security or collateral. Accounts receivable are recorded at the invoiced amount. The Company carries its accounts receivable balances at net realizable value. Management evaluates the collectability of its accounts receivable balances on a periodic basis and determines whether to provide an allowance or if any accounts should be written down and charged to expense as bad debt. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. An accounts receivable balance is considered past due if the Company has not received payments based on agreed-upon terms. |
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. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense on property and equipment is calculated using the straight-line method over the following estimated useful lives: Computer hardware 3 years Furniture and fixtures 7 years Computer software 3 years Office equipment 3 years Leasehold improvements are amortized over the shorter of the remaining life of the lease or the life of the asset. The cost of additions and expenditures that extend the useful lives of existing assets, are capitalized, while repairs and maintenance costs are charged to operations as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically reviews long-lived assets, which consists of its property and equipment and intangible assets, for impairment in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful lives are no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Goodwill is not amortized, but rather is subject to an impairment test. The Company evaluates goodwill and other intangible assets with indefinite lives for impairment annually as of October 1st, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company adopted FASB Accounting Standards Update (“ASU”) 2011-08, “Testing Goodwill for Impairment,” which gives companies the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company operates as one operating and reporting segment and, therefore, the Company assesses goodwill for impairment annually as one singular reporting unit, using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. The Company did not identify any impairment of its goodwill at March 31, 2018 and December 31, 2017, and therefore, for the three months ended March 31, 2018 and for the year-ended December 31, 2017, no impairment losses related to goodwill were recorded. The Company also reviews certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of intangible assets are measured by a comparison of the carrying amount of the asset or asset group, using an income approach, to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. As the Company operates as one business unit and our long-lived assets do not have identifiable cash flows that are independent of the other assets and liabilities of this business unit, the impairment testing on intangible assets is performed at the entity-level. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives on a straight-line method as follows: Customer relationships 5 to 10 years |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The Company records accounts payable and accrued expenses at cost when the service is provided or when the related product is delivered. |
Deferred Rent Liability | Deferred Rent Liability The Company recognizes and records rent expense related to its lease agreements, which include rent holidays, rent escalation provisions and renewal options, on a straight-line basis beginning on the commencement date over the term of the lease. The term of the lease begins on the date of possession, which is generally when the Company enters the leased premises. The Company does not assume renewal option terms in its determination of the lease term unless such renewal option is reasonably expected to be exercised upon lease inception. Any lease incentives, which may be in the form of reduced rent payments, rent holidays or landlord incentives, are considered in determining the straight-line rent expense to be recorded over the lease term. Differences between straight-line rent expense and actual rent payments are recorded as a deferred rent liability and presented as either a current or long-term liability in the consolidated balance sheets based on the term of the respective lease agreements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements FASB Accounting Standards Update No. 2018-02 - Income Statement - Reporting Comprehensive Income (Topic 220) In February 2018, Financial Accounting Standards Board, ("FASB") issued an Accounting Standards Update, ("ASU") No. 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2018 with early adoption permitted, including the interim periods. The Company is currently evaluating the impact the update will have on its condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2017-09 - Compensation - Stock Compensation (Topic 718) In September 2017, FASB issued an ASU No. 2017 - 09 Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU clarifies and eliminates the diversity of practice as to when a Company must account for the effects of a stock modification. In accordance with the guidance, an entity should not account for the effects of a modification unless all the following criteria are met: 1. The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification, 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The requirement is for public business entities to apply the guidance prospectively to annual reporting periods beginning after December 15, 2017 with early adoption permitted, including in the interim periods. The Company adopted this update in the first quarter of 2018 on a prospective basis. The adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2017-04 - Intangibles and Other (Topic 350) In January 2017, FASB issued ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The pronouncement eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities). Now the entity compares the fair value of the reporting unit with its carrying amount. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual impairment tests after January 1, 2017. The Company does not believe the adoption of this ASU will have a material impact prospectively, to the Company’s condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2017-01 - Business Combinations (Topic 805) In January 2017, FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendment was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when a set (inputs and processes that produce an output) is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The requirement is for public business entities to apply the guidance to annual reporting periods beginning after December 15, 2017. The Company adopted this update on a prospective basis in the first quarter of 2018 with no material impact to the Company's condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2016-18 - Statement of Cash Flows (Topic 230) In November 2016, FASB issued Accounting Standards Update ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash. This update requires that a Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. Public business entities should apply the guidance retrospectively to annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company adopted this update in the first quarter of 2018 with no impact to the Company's first quarter 2018 condensed consolidated financial statements and a $770 increase in cash used in operating activities on the Company's condensed and consolidated statements of cash flows for the first quarter of 2017. FASB Accounting Standards Update No. 2016-15 - Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued an 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. The Company adopted this update in the first quarter of 2018 with no material impact to the Company's condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2016-02 — Leases (Topic 842) In February 2016, the FASB issued ASU No. 2016-02, Leases, 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 condensed consolidated financial statements and related disclosures. FASB Accounting Standards Update No. 2014-09 — Revenue from Contracts with Customers In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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 August 2015, The FASB issued ASU No. 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date, which 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. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal vs. Agent Consideration (Reporting Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The Company adopted the new standard in the first quarter of 2018 using the modified retrospective approach, with no material impact to the Company's condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of the stock-based compensation expense | For the three months ended March 31, 2018 and 2017, stock-based compensation recorded in continuing operations is as follows: Three Months Ended March 31, 2018 2017 Stock-based compensation expense: Technology and development 129 144 Sales and marketing 309 163 General and administrative 418 437 Total stock-based compensation expense in continuing operations $ 856 $ 744 |
Schedule of prepaid expenses and other current assets | The Company records prepaid expenses and other current assets at cost and expenses them in the period the services are provided or the goods are delivered. The Company’s prepaid expenses and other current assets consist of the following: March 31, 2018 December 31, 2017 Prepaid expenses and other current assets $ 3,354 $ 2,231 Prepaid rent 172 127 Deferred rental income 148 141 Total prepaid expenses and other current assets $ 3,674 $ 2,499 |
Schedule of estimated useful lives of property and equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation expense on property and equipment is calculated using the straight-line method over the following estimated useful lives: Computer hardware 3 years Furniture and fixtures 7 years Computer software 3 years Office equipment 3 years |
Schedule of estimated useful life of intangible assets | Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives on a straight-line method as follows: Customer relationships 5 to 10 years |
Schedule of accounts payable and accrued expenses | The Company records accounts payable and accrued expenses at cost when the service is provided or when the related product is delivered. The Company’s accounts payable and accrued expenses consist of the following: March 31, 2018 December 31, 2017 Trade accounts payable $ 37,969 $ 48,736 Accrued compensation, benefits and payroll taxes 3,977 4,288 Accrued cost of sales 4,793 5,576 Other payables and accrued expenses 1,287 819 Total accounts payable and accrued expenses $ 48,026 $ 59,419 |
Disposition of Buyer Platform (
Disposition of Buyer Platform (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedules of assets and liabilities, results of operations and supplemental cash flow information for discontinued operations | The following table presents 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 Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2018 2017 Revenue $ — $ 35,261 Cost of sales — 21,259 Gross profit — 14,002 Operating expenses: Technology and development — 3,236 Sales and marketing — 6,527 General administrative — 210 Depreciation and Amortization — 1,328 Total operating expenses — 11,301 Operating income of discontinued operations before income taxes — 2,701 Provision for income tax on discontinued operations — 19 Income from discontinued operations, net of income taxes $ — $ 2,682 Gain on sale of discontinued operations before income taxes 26 — Provision for income taxes on sale of discontinued operations — — Gain on sale of discontinued operations, net of income taxes 26 — Total income from discontinued operations, net of income taxes $ 26 $ 2,682 The following table presents supplemental cash flow information of the discontinued operations: Three Months Ended March 31, 2018 2017 Non-cash adjustments to net cash from operating activities: Depreciation and amortization $ — $ 1,328 Stock based compensation expense $ — $ 272 Cash used in investing activities: Capital expenditures $ — $ 346 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of the assets and liabilities measured at fair value on a recurring basis | Assets and Liabilities Measured at Fair Value on a Recurring Basis March 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) 54,021 54,021 53,853 53,853 Total assets 54,021 54,021 53,853 53,853 (1) Money market funds are included within cash and cash equivalents in the Company’s consolidated balance sheets. As short-term, highly liquid investments readily convertible to known amounts of cash, the Company’s money market funds have carrying values that approximates its fair value. Amounts above do not include $18,564 and $22,467 of operating cash balances as of March 31, 2018 and December 31, 2017, respectively. |
Changes in Accumulated Other 20
Changes in Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of components of 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 December 31, 2017 $ (232 ) $ (232 ) Other comprehensive loss (1) (70 ) (70 ) Ending balance at March 31, 2018 $ (302 ) $ (302 ) Foreign Currency Translation Adjustment Total Beginning balance at December 31, 2016 $ (331 ) $ (331 ) Other comprehensive loss (1) 86 86 Ending balance at March 31, 2017 $ (245 ) $ (245 ) (1) For the three months ended March 31, 2018 and 2017 , there were no reclassifications to or from accumulated other comprehensive (loss) income. |
Net Loss Per Share of Common 21
Net Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Net Loss Per Share of Common Stock Three Months Ended March 31, 2018 2017 Numerator: Loss from continuing operations, net of income taxes $ (6,127 ) $ (9,542 ) Income from discontinued operations, net of income taxes 26 2,682 Net loss $ (6,101 ) $ (6,860 ) Denominator: Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share 51,827,685 49,998,547 Basic and diluted net income (loss) per share: Net loss from continuing operations $ (0.12 ) $ (0.19 ) Net income from discontinued operations — 0.05 Net loss $ (0.12 ) $ (0.14 ) |
Schedule of securities excluded from the calculation of diluted net loss per share of common stock | 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, net loss per share and net income from discontinued operations per share of common stock because the effect is anti-dilutive: Three Months Ended March 31, 2018 2017 Warrants to purchase common stock — 31,130 Stock option awards 7,107,364 6,306,296 Restricted stock unit awards 2,537,561 4,788,010 Total anti-dilutive securities 9,644,925 11,125,436 |
Organization and Description 22
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 Accoun23
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock-Based Compensation | ||
Stock-based compensation expense | $ 856 | $ 744 |
Technology and development | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 129 | 144 |
Technology and development | ||
Stock-Based Compensation | ||
Stock-based compensation expense | 309 | 163 |
General and administrative | ||
Stock-Based Compensation | ||
Stock-based compensation expense | $ 418 | $ 437 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 359 | $ 359 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Prepaid expenses and other current assets | $ 3,354 | $ 2,231 |
Prepaid rent | 172 | 127 |
Deferred rental income | 148 | 141 |
Total prepaid expenses and other current assets | $ 3,674 | $ 2,499 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Depreciation expense related to property and equipment | $ 1,709 | $ 933 | |
Accumulated depreciation | $ 10,786 | $ 9,110 | |
Computer hardware | |||
Property and Equipment, Net | |||
Estimated useful life | 3 years | ||
Furniture and fixtures | |||
Property and Equipment, Net | |||
Estimated useful life | 7 years | ||
Computer software | |||
Property and Equipment, Net | |||
Estimated useful life | 3 years | ||
Office equipment | |||
Property and Equipment, Net | |||
Estimated useful life | 3 years |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Goodwill and Intangible Assets, Net (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)reporting_segmentreporting_unitsegment | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | reporting_segment | 1 | ||
Number of reporting units | reporting_unit | 1 | ||
Goodwill impairment | $ 0 | $ 0 | |
Accumulated amortization related to intangible assets | 956,000 | $ 881,000 | |
Amortization expense | $ 92,000 | $ 88,000 | |
Minimum | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimate useful life | 5 years | ||
Maximum | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimate useful life | 10 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Payables and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Trade accounts payable | $ 37,969 | $ 48,736 |
Accrued compensation, benefits and payroll taxes | 3,977 | 4,288 |
Accrued cost of sales | 4,793 | 5,576 |
Other payables and accrued expenses | 1,287 | 819 |
Total accounts payable and accrued expenses | $ 48,026 | $ 59,419 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | $ (3,798) | $ (12,537) |
Reclassification Adjustment | ASU No. 2016-18 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Cash Provided by (Used in) Operating Activities | $ 770 |
Disposition of Buyer Platform -
Disposition of Buyer Platform - Narrative (Details) - USD ($) $ in Thousands | Aug. 07, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Disposition | ||||
Other income to be recognized related to sale of trade name rights | $ 1,000 | |||
Time period for ratable recognition of other income | 18 months | |||
Gain on sale of discontinued operations, net of income taxes | $ 14,626 | |||
Adjustment to gain on sale of discontinued operations, net of income taxes | $ 26 | $ 0 | ||
Discontinued operations disposed of by sale | Buyer Platform | ||||
Disposition | ||||
Adjustment to gain on sale of discontinued operations, net of income taxes | $ 26 | $ 0 | ||
Discontinued operations disposed of by sale | Buyer Platform | Taptica International Ltd. | ||||
Disposition | ||||
Total consideration | $ 50,000 | |||
Tremor Video DSP Trade Name | ||||
Disposition | ||||
Proceeds from sale of right to use trade name (included in total consideration) | $ 1,000 | |||
Time period following closing for buyer's right to use trade name | 18 months |
Disposition of Buyer Platform31
Disposition of Buyer Platform - Results of Operations for Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses: | ||
Income from discontinued operations, net of income taxes | $ 0 | $ 2,682 |
Gain on sale of discontinued operations, net of income taxes | 26 | 0 |
Total income from discontinued operations, net of income taxes | 26 | 2,682 |
Discontinued operations disposed of by sale | Buyer Platform | ||
Disposition | ||
Revenue | 0 | 35,261 |
Cost of sales | 0 | 21,259 |
Gross profit | 0 | 14,002 |
Operating expenses: | ||
Technology and development | 0 | 3,236 |
Sales and marketing | 0 | 6,527 |
General administrative | 0 | 210 |
Depreciation and Amortization | 0 | 1,328 |
Total operating expenses | 0 | 11,301 |
Operating income of discontinued operations before income taxes | 0 | 2,701 |
Provision for income tax on discontinued operations | 0 | 19 |
Income from discontinued operations, net of income taxes | 0 | 2,682 |
Gain on sale of discontinued operations before income taxes | 26 | 0 |
Provision for income taxes on sale of discontinued operations | 0 | 0 |
Gain on sale of discontinued operations, net of income taxes | 26 | 0 |
Total income from discontinued operations, net of income taxes | $ 26 | $ 2,682 |
Disposition of Buyer Platform32
Disposition of Buyer Platform - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Non-cash adjustments to net cash from operating activities: | ||
Stock-based compensation expense | $ 856 | $ 1,016 |
Discontinued operations disposed of by sale | Buyer Platform | ||
Non-cash adjustments to net cash from operating activities: | ||
Depreciation and amortization | 0 | 1,328 |
Stock-based compensation expense | 0 | 272 |
Cash used in investing activities: | ||
Capital expenditures | $ 0 | $ 346 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands, $ in Thousands | Aug. 03, 2015AUD ($) | Aug. 03, 2015USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Mark-to-market expense | $ 0 | $ 55 | ||
Compensation-related expenses | $ 825 | |||
TVN | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business | $ 3,040 | $ 2,217 | ||
Period following closing date during which additional payments may be required | 2 years | 2 years |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Operating cash balances not included in fair value table | $ 18,564 | $ 22,467 |
Recurring Basis | ||
Assets: | ||
Money market funds | 54,021 | 53,853 |
Total assets | 54,021 | 53,853 |
Recurring Basis | Level 1 | ||
Assets: | ||
Money market funds | 54,021 | 53,853 |
Total assets | 54,021 | 53,853 |
Recurring Basis | Level 2 | ||
Assets: | ||
Money market funds | ||
Total assets | ||
Recurring Basis | Level 3 | ||
Assets: | ||
Money market funds | ||
Total assets |
Changes in Accumulated Other 35
Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Changes in accumulated other comprehensive (loss) income | ||
Beginning balance | $ 83,139,000 | |
Other comprehensive loss | (70,000) | $ 86,000 |
Ending balance | 78,171,000 | |
Reclassifications from accumulated other comprehensive (loss) income | 0 | 0 |
Accumulated Other Comprehensive Loss | ||
Changes in accumulated other comprehensive (loss) income | ||
Beginning balance | (232,000) | (331,000) |
Ending balance | $ (302,000) | $ (245,000) |
Net Loss Per Share of Common 36
Net Loss Per Share of Common Stock - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Loss from continuing operations, net of income taxes | $ (6,127) | $ (9,542) |
Total income from discontinued operations, net of income taxes | 26 | 2,682 |
Net loss | $ (6,101) | $ (6,860) |
Denominator: | ||
Weighted-average number of shares of common stock outstanding for basic and diluted net loss per share (shares) | 51,827,685 | 49,998,547 |
Basic and diluted net income (loss) per share: | ||
Net loss from continuing operations (usd per share) | $ (0.12) | $ (0.19) |
Net income (loss) from discontinued operations (usd per share) | 0 | 0.05 |
Net loss (usd per share) | $ (0.12) | $ (0.14) |
Net Loss Per Share of Common 37
Net Loss Per Share of Common Stock - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities (shares) | 9,644,925 | 11,125,436 |
Warrants to purchase common stock | ||
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities (shares) | 0 | 31,130 |
Stock option awards | ||
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities (shares) | 7,107,364 | 6,306,296 |
Restricted stock unit awards | ||
Securities excluded from the calculation of weighted average common shares outstanding | ||
Total anti-dilutive securities (shares) | 2,537,561 | 4,788,010 |