Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ROKU | |
Entity Registrant Name | Roku, Inc. | |
Entity Central Index Key | 1,428,439 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,106,218 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,718,676 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 66,918 | $ 34,562 |
Accounts receivable, net of allowances | 84,840 | 79,325 |
Receivable from related parties | 153 | 148 |
Inventories | 35,450 | 43,568 |
Prepaid expenses and other current assets | 7,702 | 4,981 |
Deferred cost of revenue | 2,448 | 2,636 |
Total current assets | 197,511 | 165,220 |
Property and equipment, net | 12,807 | 9,528 |
Deferred cost of revenue, noncurrent portion | 4,975 | 3,815 |
Intangible assets | 2,215 | |
Goodwill | 1,554 | |
Other noncurrent assets | 6,440 | 515 |
Total Assets | 225,502 | 179,078 |
Current Liabilities: | ||
Accounts payable | 49,171 | 31,397 |
Accrued liabilities | 65,498 | 46,156 |
Current portion of long-term debt | 15,000 | |
Deferred revenue, current portion | 30,822 | 23,952 |
Total current liabilities | 145,491 | 116,505 |
Long-term debt, less current portion | 23,043 | |
Preferred stock warrant liability | 52,355 | 9,990 |
Noncurrent deferred revenue | 38,802 | 29,084 |
Other long-term liabilities | 8,604 | 4,143 |
Total Liabilities | 268,295 | 159,722 |
Commitments and Contingencies (Note 7) | ||
Convertible Preferred Stock: | ||
Convertible preferred stock | 213,180 | 213,180 |
Stockholders’ Deficit: | ||
Common stock | 1 | |
Additional paid-in capital | 34,305 | 26,005 |
Accumulated deficit | (290,279) | (219,829) |
Total stockholders’ deficit | (255,973) | (193,824) |
Total Liabilities, Convertible Preferred Stock and Stockholders’ Deficit | $ 225,502 | $ 179,078 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Net Revenue: | ||||
Total net revenue | $ 124,782 | $ 89,053 | $ 324,502 | $ 251,309 |
Cost of Revenue: | ||||
Total cost of revenue | 74,887 | 63,003 | 198,130 | 174,927 |
Gross Profit: | ||||
Total gross profit | 49,895 | 26,050 | 126,372 | 76,382 |
Operating Expenses: | ||||
Research and development | 28,532 | 18,229 | 76,650 | 56,700 |
Sales and marketing | 16,216 | 12,844 | 44,938 | 39,089 |
General and administrative | 13,039 | 9,078 | 33,894 | 27,333 |
Total operating expenses | 57,787 | 40,151 | 155,482 | 123,122 |
Loss from Operations | (7,892) | (14,101) | (29,110) | (46,740) |
Other Income (Expense), Net: | ||||
Interest expense | (815) | (32) | (1,286) | (163) |
Change in fair value of preferred stock warrant liability | (37,682) | 1,481 | (40,333) | 1,087 |
Other income (expense), net | 212 | (41) | 423 | (66) |
Total other income (expense), net | (38,285) | 1,408 | (41,196) | 858 |
Loss before income taxes | (46,177) | (12,693) | (70,306) | (45,882) |
Income tax expense | 58 | 50 | 144 | 103 |
Net loss attributable to common stockholders | $ (46,235) | $ (12,743) | $ (70,450) | $ (45,985) |
Net loss per share attributable to common stockholders—basic and diluted | $ (8.79) | $ (2.66) | $ (14.09) | $ (9.73) |
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic and diluted | 5,259,796 | 4,784,170 | 4,998,727 | 4,724,767 |
Player | ||||
Net Revenue: | ||||
Total net revenue, Goods | $ 67,254 | $ 64,789 | $ 184,583 | $ 183,905 |
Cost of Revenue: | ||||
Total cost of revenue, Goods | 61,925 | 56,156 | 165,047 | 155,531 |
Gross Profit: | ||||
Total gross profit | 5,329 | 8,633 | 19,536 | 28,374 |
Platform | ||||
Net Revenue: | ||||
Total net revenue, Services | 57,528 | 24,264 | 139,919 | 67,404 |
Cost of Revenue: | ||||
Total cost of revenue, Services | 12,962 | 6,847 | 33,083 | 19,396 |
Gross Profit: | ||||
Total gross profit | $ 44,566 | $ 17,417 | $ 106,836 | $ 48,008 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit |
Balance at Dec. 31, 2016 | $ (193,824) | $ 26,005 | $ (219,829) | |||
Balance, Shares at Dec. 31, 2016 | 80,844,138 | 80,844,138 | ||||
Balance at Dec. 31, 2016 | $ 213,180 | $ 213,180 | ||||
Balance, Shares at Dec. 31, 2016 | 4,818,812 | |||||
Issuance of common stock upon exercise of stock options | 1,443 | $ 1 | 1,442 | |||
Issuance of common stock upon exercise of stock options | 445,995 | |||||
Share repurchases | (671) | $ (671) | ||||
Share repurchases, shares | (92,637) | |||||
Vesting of early exercised stock options | 12 | 12 | ||||
Issuance of common stock pursuant to acquisition | 108,332 | |||||
Issuance of common stock shares upon expiration of warrants | 357,283 | |||||
Stock-based compensation expense | 7,517 | 7,517 | ||||
Net loss | (70,450) | (70,450) | ||||
Balance at Sep. 30, 2017 | $ (255,973) | $ 1 | $ 34,976 | $ (671) | $ (290,279) | |
Balance, shares at Sep. 30, 2017 | 80,844,138 | 80,844,138 | ||||
Balance at Sep. 30, 2017 | $ 213,180 | $ 213,180 | ||||
Balance, Shares at Sep. 30, 2017 | 5,637,785 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (70,450) | $ (45,985) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,883 | 4,201 |
Impairment of assets | 320 | |
Stock-based compensation expense | 7,517 | 6,016 |
Provision for doubtful accounts | 17 | 278 |
Change in fair value of preferred stock warrant liability | 40,333 | (1,087) |
Noncash interest expense | 668 | 89 |
Loss on disposals of property and equipment | 54 | 29 |
Loss from exit of facilities | 232 | 3,804 |
Write-off of deferred initial public offering costs | 594 | |
Changes in operating assets and liabilities: | ||
Due from related parties | (5) | 165 |
Accounts receivable | (5,532) | (4,058) |
Inventories | 8,118 | (19,738) |
Prepaid expenses and other current assets | (2,867) | 385 |
Deferred cost of revenue | (972) | (1,759) |
Other noncurrent assets | (5,870) | 445 |
Accounts payable | 17,406 | 13,137 |
Accrued liabilities | 17,662 | 20,193 |
Other long-term liabilities | 4,410 | 959 |
Deferred revenue | 16,588 | 9,102 |
Net cash provided by (used in) operating activities | 31,192 | (12,910) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (6,671) | (7,380) |
Purchase of business, net of cash acquired | (2,959) | |
Restricted cash | 31 | 29 |
Net cash used in investing activities | (9,599) | (7,351) |
Cash flows from financing activities: | ||
Payments of costs related to initial public offering | (594) | |
Proceeds from borrowings, net | 24,691 | |
Repayments of borrowings | (15,000) | (15,000) |
Proceeds from exercise of stock options, net of repurchases | 1,072 | 366 |
Net cash provided by (used in) financing activities | 10,763 | (15,228) |
Net Increase (Decrease) In Cash | 32,356 | (35,489) |
Cash—Beginning of period | 34,562 | 75,748 |
Cash—End of period | 66,918 | 40,259 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 583 | 149 |
Cash paid for income taxes | 162 | 132 |
Supplemental disclosures of noncash investing and financing activities: | ||
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 836 | $ 671 |
Issuance of convertible preferred stock warrants in connection with debt | 2,032 | |
Unpaid initial public offering costs | $ 2,992 |
The Company
The Company | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. THE COMPANY Organization and Description of Business Roku, Inc. (the “Company” or “Roku”), was formed in October 2002 as Roku LLC under the laws of the State of Delaware. On February 1, 2008, Roku LLC was converted into Roku, Inc., a Delaware corporation. The Company’s TV streaming platform allows users to easily discover and access a wide variety of movies and TV episodes, as well as live sports, music, news and more. The Company operates in two reportable segments and generates revenue through the sale of streaming players, advertising, subscription and transaction revenue sharing, as well as through licensing arrangements with TV brands and cable, satellite, and telecommunication service operators (“service operators”). Initial Public Offering On October 2, 2017, the Company completed its initial public offering (IPO) of Class A common stock, in which it sold 10,350,000 shares, including 1,350,000 shares pursuant to the underwriters’ over-allotment option. The shares were sold at an IPO price of $14.00 per share for net proceeds of $134,757,000, after deducting underwriting discounts and commissions of $10,143,000. Additionally, offering costs incurred by the Company are expected to total approximately $4,000,000. Upon the closing of the Company’s IPO, all outstanding shares of its convertible preferred stock automatically converted into 80,844,138 shares of Class B common stock and all outstanding convertible preferred stock warrants automatically converted to Class B common stock warrants on a one-for-one basis. Following the IPO, we have two classes of authorized common stock – Class A common stock and Class B common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on September 28, 2017 (the “Prospectus”). There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the Prospectus, except as noted below. Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant items subject to such estimates include revenue recognition for multiple element arrangements, determination of revenue reporting as net versus gross, sales return reserves, customer incentive programs, inventory valuation, the valuation of deferred income tax assets, the recognition and disclosure of contingent liabilities, the fair value of assets and liabilities acquired in business combinations and the fair value of the Company’s preferred stock and common stock. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. Principles of Consolidation The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Comprehensive Loss Comprehensive loss is equal to the net loss for all periods presented. Therefore, the consolidated statements of comprehensive loss have been omitted from the condensed consolidated financial statements. Concentrations Customers accounting for 10% or more of the Company’s net revenue were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer A 10 % 16 % * 14 % Customer B * 11 * 12 Customer C 18 25 19 25 Customer D 11 * 11 * Customers accounting for 10% or more of the Company’s accounts receivable were as follows: September 30, 2017 December 31, 2016 Customer A 11 % 12 % Customer B * 11 Customer C 14 17 Customer D 19 17 * Less than 10% Business Combinations The Company accounts for its acquisitions using the acquisition method. Goodwill is measured at the acquisition Any contingent consideration payable is recognized at fair value at the acquisition date. Liability-classified contingent consideration is remeasured each reporting period with changes in fair value recognized in earnings until the contingent consideration is settled. Acquisition related costs incurred in connection with a business combination, other than those associated with the issuance of debt or equity securities, are expensed as incurred. Goodwill, Purchased Intangible Assets and Impairment Assessment Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, if any, in a business combination. The Company reviews its goodwill for impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate that impairment may exist. Purchased intangible assets consist of identifiable intangible assets, which consisted primarily of developed technology. Purchased intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives following the pattern in which the economic benefits of the assets will be consumed, generally straight-line. The carrying amounts of our purchased intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Streaming Content The Company licenses certain content for users to access through The Roku Channel. The content licenses can be for a fixed fee and/or advertising revenue share with specific windows of content availability. The Company capitalizes the content fees and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the content is known and the content is accepted and available for streaming. At September 30, 2017, $506,000 of content met these requirements and is recorded in “Prepaid expenses and other current assets”. Recently Issued Accounting Pronouncements Not Yet Adopted In July 2017, the Financial Accounting Standards Board (“FASB”) issued new guidance to address the complexity of the accounting for certain financial instruments with down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. Under this guidance, when determining the classification of certain financial instruments as liability or equity, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In January 2017, the FASB issued new guidance which eliminates Step 2 from the goodwill impairment test which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under this guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and should recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss not exceeding the total amount of goodwill allocated to that reporting unit. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted. The guidance should be applied prospectively. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In January 2017, the FASB issued new guidance which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities should be accounted for as an acquisition of a business or group of assets. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The guidance should be applied prospectively to any transactions occurring on or after the adoption date. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In August 2016, the FASB issued new guidance which addresses classification of certain cash receipts and cash payments related to the statement of cash flows. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In February 2016, the FASB issued new guidance related to new accounting and reporting guidelines for leasing arrangements. The guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. The new standard is to be applied using a modified retrospective approach. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In January 2016, the FASB issued new guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In May 2014, the FASB issued new guidance related to the recognition and reporting of revenue that establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In August 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017. In 2016 the FASB issued amendments on this guidance with the same effective date and transition guidance. The Company plans to adopt the new revenue standard in its first quarter of 2018 using the modified retrospective approach, which requires the cumulative impact of initially applying the guidance to be recognized as an adjustment to the Company’s accumulated deficit as of January 1, 2018, the date of adoption. Prior periods will not be retroactively adjusted. To date, the Company has established an implementation team and is in the process of evaluating the impact of the new standard on its accounting policies, processes, and system requirements. Furthermore, the Company has made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. The Company is continuing to evaluate the potential impact that the implementation of this standard will have on its condensed consolidated financial statements, but has not yet determined whether the effect will be material. However, the Company believes this new standard will impact its accounting for revenue arrangements as follows: • Revenue from the licensing of the Company’s technology and proprietary operating system to service operators and TV brands, will be recognized earlier and could result in greater variability in revenue recognition; • Estimation of variable consideration for content publisher arrangements with revenue share from user subscriptions and media purchases through its platform and the sale of branded channel buttons on its remote controls; and • Expanded disclosures. The Company expects revenue recognition related to players to remain relatively unchanged under the new guidance and is in the process of evaluating the impact on its player arrangements. Fair Value Measurements Level 1 —Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 —Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means. Level 3 —Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Level 1 liabilities consist of accounts payable, accrued expenses and long-term debt. The carrying amounts of accounts receivable, prepaid expenses, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms, the carrying value of the line of credit and term debt approximate fair value as well. The tables below summarize the Company’s financial instruments’ classification within the fair value hierarchy as follows (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Financial liabilities—convertible preferred stock warrant liability $ — $ — $ 52,355 $ 52,355 Total financial liabilities $ — $ — $ 52,355 $ 52,355 December 31, 2016 Level 1 Level 2 Level 3 Total Financial liabilities—convertible preferred stock warrant liability $ — $ — $ 9,990 $ 9,990 Total financial liabilities $ — $ — $ 9,990 $ 9,990 Level 3 instruments consist solely of the Company’s preferred stock warrant liability in which the fair value was measured upon issuance and at each reporting date. Inputs used to determine the estimated fair value of the warrant liability as of the valuation date included remaining contractual term of the warrants, the risk-free interest rate, the volatility of comparable public companies over the remaining term, and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement of the preferred stock warrant liability were the fair value of the underlying stock at the valuation date for periods prior to the IPO and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The following table represents the activity of the fair value of Level 3 instruments (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ 9,990 $ 10,878 Fair value of warrants issued during the period 2,032 — Change in fair value of preferred stock warrant liability 40,333 (888 ) Ending balance $ 52,355 $ 9,990 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 3. BUSINESS COMBINATIONS On September 6, 2017, the Company acquired all of the outstanding shares of a privately held technology company located in Denmark to enhance the Company’s player product offering, for an aggregate purchase price of $3,500,000. In addition, the Company issued 108,332 shares of its common stock to two of the founders as part of a continuing services arrangement. The shares are subject to a right of repurchase which lapses over a three year period at varying prices per share. In addition, the Company incurred approximately $350,000 of costs related to the acquisition. The preliminary purchase price allocation includes $1,554,000 of goodwill and $2,215,000 of identifiable intangible assets, which primarily consist of developed technology, with an expected useful life of The results of operations of the acquired company are included in the results of the Company beginning on the date the acquisition was completed. Actual and pro forma results of operations have not been presented as the total amounts of revenue and net income are not material to the Company's consolidated results for all periods presented. |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Balance Sheet Components | 4. CONSOLIDATED Balance sheet components Accounts Receivable, Net —Accounts receivable, net, consisted of the following (in thousands): September 30, 2017 December 31, 2016 Gross accounts receivable $ 100,059 $ 95,538 Allowance for sales returns (4,377 ) (6,916 ) Allowance for sales incentives (10,499 ) (8,503 ) Other allowances (343 ) (794 ) Total allowances (15,219 ) (16,213 ) Total accounts receivable—net $ 84,840 $ 79,325 Allowance for Sales Returns —Allowance for sales returns consisted of the following activities (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ (6,916 ) $ (9,514 ) Charged to revenue (12,495 ) (20,810 ) Utilization of sales return reserve 15,034 23,408 Ending balance $ (4,377 ) $ (6,916 ) Allowance for Sales Incentives —Allowance for sales incentives consisted of the following activities (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ (8,503 ) $ (7,642 ) Charged to revenue (28,048 ) (36,626 ) Utilization of sales incentive reserve 26,052 35,765 Ending balance $ (10,499 ) $ (8,503 ) Property and Equipment, Net —Property and equipment, net consisted of the following (in thousands): September 30, 2017 December 31, 2016 Computers and equipment $ 10,982 $ 8,787 Leasehold improvements 7,134 4,201 Website and internal-use software 4,384 2,902 Office equipment and furniture 1,824 1,452 Total property and equipment 24,324 17,342 Accumulated depreciation and amortization (11,517 ) (7,814 ) Property and equipment, net $ 12,807 $ 9,528 Depreciation and amortization expense for the three months ended September 30, 2017 and October 1, 2016, was $1,303,000 and $1,351,000, respectively. Depreciation and amortization expense for the nine months ended September 30, 2017 and October 1, 2016, was $3,883,000 and $4,201,000, respectively. Accrued Liabilities —Accrued liabilities consisted of the following (in thousands): September 30, 2017 December 31, 2016 Accrued royalty expense $ 14,549 $ 14,940 Accrued inventory 11,325 4,274 Accrued payroll and related expenses 4,352 5,342 Accrued cost of revenue 9,004 7,264 Accrued payments to content publishers 17,651 8,554 Other accrued expenses 8,617 5,782 Total accrued liabilities $ 65,498 $ 46,156 Deferred Revenue —Deferred revenue consisted of the following (in thousands): September 30, 2017 December 31, 2016 Player, current $ 14,359 $ 13,611 Platform, current 16,463 10,341 Total deferred revenue, current 30,822 23,952 Player, non-current 4,767 5,215 Platform, non-current 34,035 23,869 Total deferred revenue, non-current 38,802 29,084 Total deferred revenue $ 69,624 $ 53,036 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 5. DEBT Debt obligations consisted of the following (in thousands): September 30, 2017 December 31, 2016 Term Loan $ 25,000 $ — Line of Credit — 15,000 Total debt obligations 25,000 15,000 Compounding interest due at maturity 255 — Less unamortized debt discount and issuance costs (2,212 ) — Balance 23,043 15,000 Current portion of long-term debt — (15,000 ) Long-term debt less current portion $ 23,043 $ — Loan and Security Agreements In May 2015, the Company amended its Restated 2014 loan and security agreement (“Restated LSA”) with Silicon Valley Bank (“Bank’), extending the agreement to June 30, 2017. The amended Restated LSA provides advances under a revolving line of credit up to $30,000,000 and provides for letters of credit to be issued up to the lessor of the available line of credit, reduced by outstanding advances and drawn but unreimbursed letters of credit, or $5,000,000. The advances under the first amendment to the Restated LSA carry a floating per annum interest rate equal to the prime rate or the prime rate plus 2.5% depending on certain ratios and requires the Company to maintain a current ratio (calculated as current assets, divided by current liabilities less deferred revenue), greater than or equal to 1.1. The interest rate on the line of credit was 3.75% as of December 31, 2016. As of December 31, 2016, $15,000,000 under the line of credit was outstanding and letters of credit in the amount of $868,000 were outstanding. As of December 31, 2016, the Company was in compliance with all of the covenants in the amended Restated 2014 LSA. In June 2017, the Company entered into a second amendment to the Restated LSA. The advances under the second amendment carry a floating per annum interest rate equal to, at the Company’s option, (1) the prime rate or (2) LIBOR plus 2.75%, or the prime rate plus 1% depending on certain ratios. The extension further changed the financial covenant to maintain a current ratio (calculated as current assets, divided by current liabilities less deferred revenue) greater than or equal to 1.25. The revolving line of credit terminates on June 30, 2019 at which time the principal amount of all outstanding advances becomes due and payable. As of September 30, 2017, no borrowings under the revolving line of credit were outstanding and letters of credit in the amount of $1,472,000 were outstanding. As of September 30, 2017, the Company was in compliance with all of the covenants in the amended Restated LSA. In June 2017, the Company entered into a subordinated loan agreement (“2017 Agreement”) with the Bank. The 2017 Agreement provides for a term loan borrowing of $40,000,000 with a minimum of $25,000,000 to be initially drawn at the close of the agreement and the remaining amount available for a 24 month period, to be drawn in no less than $5,000,000 increments. Advances under the term loan incur a facility fee equal to 1% of the drawn borrowings, in addition to interest payments at an interest rate equal to, at the Company’s option, (1) the prime rate plus 3.5% or (2) LIBOR plus 6.5%, subject to a 1% LIBOR floor. Additionally, the borrowings incur payment in kind interest fees equal to 2.5%, accruing to the unpaid borrowings balance, compounded monthly. Payment in kind interest may be settled in cash, at the Company’s election, during the term or at maturity. The Company is also obligated to pay final payment fees ranging from 1% to 4% depending on the timing of the payment. The 2017 Agreement terminates on October 9, 2020. On October 31, 2017 the Company repaid the entire amount outstanding, and subsequently terminated the 2017 Agreement. In connection with the 2017 Agreement the Company issued 408,648 warrants to purchase shares of Series H convertible preferred stock, with an exercise price of $9.17340. The warrants are exercisable up to ten years from the date of issuance. Upon the repayment of the amounts borrowed and the subsequent termination of the 2017 Agreement, the Company cancelled 114,933 warrants to purchase Class B common stock that were contingent on future borrowings. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | 6. STOCKHOLDERS’ DEFICIT Convertible Preferred Stock — As of September 30, 2017 and December 31, 2016 convertible preferred stock consisted of the following (in thousands, except share and per share data): September 30, 2017 and December 31,2016 Series Price Shares Authorized Shares Outstanding Liquidation Preference A $ 0.36312 23,020,000 23,019,997 $ 8,359 B 0.93808 6,396,071 6,396,068 6,000 C-1 0.54109 9,240,560 9,240,558 5,000 C-2 0.64931 8,950,467 7,700,466 5,000 D 2.37840 4,685,755 4,204,505 10,000 E 4.35679 11,160,733 11,074,655 48,250 F 5.43396 11,041,671 11,041,667 60,000 G 7.79730 3,206,239 3,206,234 25,000 H 9.17340 6,666,667 4,959,988 45,500 Total 84,368,163 80,844,138 $ 213,109 Upon the closing of the Company’s IPO, all outstanding shares of its convertible preferred stock automatically converted into 80,844,138 shares of Class B common stock on a one-to-one basis. (Note 12) Common Stock — At September 30, 2017 there were 1,000,000,000 shares of Class A common stock and 150,000,000 shares of Class B common stock, par value $0.0001, authorized. There were no shares of Class A common stock and 5,637,785 shares of Class B common stock issued and outstanding at September 30, 2017. At December 31, 2016 there were 122,000,000 shares of common stock, par $0.0001, authorized and 4,818,812 shares issued and outstanding. The Company had reserved shares of common stock for issuance as follows: September 30, 2017 December 31, 2016 Conversion of: Series A convertible preferred stock 23,019,997 23,019,997 Series B convertible preferred stock 6,396,068 6,396,068 Series C-1 convertible preferred stock 9,240,558 9,240,558 Series C-2 convertible preferred stock 7,700,466 7,700,466 Series C-2 convertible preferred stock warrants 1,250,000 1,250,000 Series D convertible preferred stock 4,204,505 4,204,505 Series D convertible preferred stock warrants 481,246 481,246 Series E convertible preferred stock 11,074,655 11,074,655 Series E convertible preferred stock warrants 86,072 86,072 Series F convertible preferred stock 11,041,667 11,041,667 Series G convertible preferred stock 3,206,234 3,206,234 Series H convertible preferred stock 4,959,988 4,959,988 Series H convertible preferred stock warrants 408,648 — Conversion of common stock warrants — 375,000 Common stock options issued under stock option plan 27,326,277 22,334,508 Common stock options available for grant under stock option plan 1,221,824 409,582 Total 111,618,205 105,780,546 Stock Option Plan —As of September 30, 2017 and December 31, 2016 the Company had reserved for issuance 28,548,101 and 22,744,090 shares of common stock, respectively, under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”). Options granted under the 2008 Plan must be granted at a price per share equivalent to the fair market value on the date of grant. Recipients of option grants under the 2008 Plan who possess more than 10% of the combined voting power of the Company (a “10% Shareholder”) are subject to certain limitations, and incentive stock options granted to such recipients must be at a price no less than 110% of the fair market value at the date of grant. Options under the 2008 Plan generally vest over four years and have a term of 10 years. Upon the closing of the Company’s IPO, the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”). (Note 12). No further shares would be issued under the 2008 Plan at the time the 2017 Plan became effective. Activity under the Company’s equity incentive plans is as follows: Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Weighted Average Grant Date Fair Value Per Share Balance, December 31, 2016 409,582 22,334,508 3.66 6.6 — Increase authorization 6,250,000 — — — Granted (6,013,312 ) 6,013,312 7.47 — $ 3.48 Exercised — (445,995 ) 3.91 — — Forfeited and expired 575,554 (575,554 ) 5.49 — — Balance, September 30, 2017 1,221,824 27,326,271 4.46 6.7 — The aggregate intrinsic value of the shares vested and exercisable at September 30, 2017 was $354,849,000. Stock-Based Compensation —The fair value of options granted under the 2008 Plan is estimated on the grant date using the Black-Scholes option-valuation model. This valuation model for stock-based compensation expense requires the Company to make certain assumptions and judgments about the variables used in the calculation, including the expected term, the expected volatility of the Company’s common stock, an assumed risk-free interest rate, and expected dividends. In addition to these assumptions, the Company also estimated a forfeiture rate of unvested stock options to calculate the stock-based compensation expense prior to January 1, 2017. Beginning January 1, 2017, the Company began recognizing forfeitures as they occur with the adoption of the new guidance related to accounting for stock-based payment award transactions. Expected Term —The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined based on the simplified method as described in ASC Topic 718-10-S99-1, SEC Materials SAB Topic 14, Share-Based Payment . Expected Volatility —The Company’s volatility factor is estimated using several comparable public company volatilities for similar option terms. Expected Dividends —The Company has never paid cash dividends and has no present intention to pay cash dividends in the future, and as a result, the expected dividends are $0. Risk-Free Interest Rate —The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equivalent to the estimated life of the stock-based awards. Where the expected term of the Company’s stock-based awards does not correspond with the term for which an interest rate is quoted, the Company performs a straight-line interpolation to determine the rate from the available term maturities. Fair Value of Common Stock —Given the absence of a public trading market at the date of the grant, the Company’s board of directors consider numerous objective and subjective factors to determine the fair value of the common stock at each grant date. These factors include, but are not limited to (i) independent contemporaneous third-party valuations of the common stock; (ii) the prices for the preferred stock sold to outside investors; (iii) the rights and preferences of convertible preferred stock relative to the common stock; (iv) the lack of marketability of the common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company, given prevailing market conditions. The Company uses the straight-line method for expense recognition. The assumptions used to value stock-based awards granted are as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Dividend rate $ — — — — Expected term (in years) 5.3 - 6.5 — 5.3 - 6.5 5.3 - 6.5 Risk-free interest rate 1.84 - 2.03% — 1.84% - 2.25% 1.32% - 1.50% Expected volatility 39% - 43% — 39% - 44% 44% - 46% Fair value of common stock $ 8.82 — $5.70 - $8.82 $ 6.60 The total intrinsic value of options exercised during the nine months ended September 30, 2017 and October 1, 2016, was $1,510,000 and $350,000, respectively. As of September 30, 2017, the Company had $33,750,000 of unrecognized stock compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of approximately 2.8 years. As a result of the Company’s Black-Scholes option-valuation fair value calculations and the Company’s use of the straight-line vesting attribution method, the Company recognized employee stock-based compensation expense as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Cost of player revenue $ 25 $ 30 $ 99 $ 88 Cost of platform revenue 18 63 58 165 Research and development 1,197 651 3,078 1,924 Sales and marketing 808 580 2,099 1,737 General and administrative 876 687 2,183 2,102 Total $ 2,924 $ 2,011 $ 7,517 $ 6,016 Common Stock Warrants —In July 2017 the Company issued 357,283 shares of common stock upon expiration of 375,000 common stock warrants issued in 2009. There were no common stock warrants outstanding at September 30, 2017. Preferred Stock Warrants — Outstanding preferred stock warrants were as follows: Series Number Outstanding September 30, 2017 Number Outstanding December 31, 2016 Issuance Date Exercise Price Original Term C-2 1,250,000 1,250,000 July 13, 2011 $ 0.64931 10 years D 249,999 249,999 October 17, 2011 2.37840 10 years D 168,180 168,180 March 12, 2012 2.37840 10 years D 63,067 63,067 April 27, 2012 2.37840 10 years E 86,072 86,072 April 27, 2012 3.48546 10 years H 408,648 — June 9, 2017 9.17340 10 years Total 2,225,966 1,817,318 Upon the closing of the Company’s IPO, all outstanding convertible preferred stock warrants automatically converted to Class B common stock warrants. (Note 12) The fair value of the preferred stock warrants has been recorded as a liability as of September 30, 2017 and December 31, 2016. The fair value of the preferred stock warrants is remeasured as of each balance sheet date using the Black-Scholes option-pricing model. Changes in the fair value of the preferred stock warrants during the year are recognized in the consolidated statements of operations. The assumptions used to value the preferred stock warrants using the Black-Scholes model are as follows: September 30, 2017 December 31, 2016 Dividends $ — $ — Expected term (in years) 3.0-9.7 3.2-3.9 Risk-free interest rate 1.5%—2.3% 0.7%—1.6% Volatility 43.5%—50.7% 46.2%—47.8% |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Commitments —The Company has operating lease agreements for office, research and development and sales and marketing space in the United States, the United Kingdom (“UK”), and China, with expiration dates from May 2017 to September 2024. Rent expense for the three months ended September 30, 2017 and October 1, 2016 was $1,716,000 and $1,122,000 respectively. Rent expense for the nine months ended September 30, 2017 and October 1, 2016 was $4,805,000 and $3,505,000 (excluding amounts related to the loss from the exit of the former headquarters facilities), respectively. Manufacturing Purchase Commitments —The Company has various manufacturing contracts with vendors in the conduct of the normal course of its business. One major vendor has a contract that is noncancelable. As of September 30, 2017 the Company had $87,151,000 $ purchase commitments for inventory issued to this vendor. The Company records a liability for noncancelable purchase commitments in excess of its future demand forecasts. The Company recorded $1,366,000 and $2,040,000 for these purchase commitments in “Accrued liabilities” at September 30, 2017 and December 31, 2016. Content License Purchase Commitments —The Company licenses certain content for users to access through The Roku Channel. An obligation for licensing of content is incurred at the time the Company enters into an agreement to obtain future titles and the cost of the content is known. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date. At September 30, 2017, the Company had $506,000 of obligations recorded in “Accrued liabilities” for license purchase commitments and $1,611,000 of obligations that are not reflected on the financial statements as they do not yet meet the criteria for asset recognition. There were no content license agreements at December 31, 2016. Letter of Credit —As of September 30, 2017 and December 31, 2016 the Company had irrevocable letters of credit outstanding in the amount of $1,472,000 and $868,000 for the benefit of a landlord related to noncancelable facilities leases. The letters of credit have expiration dates from January 2018 to August 2018. Contingencies —The Company may be involved in disputes or litigation matters that arise in the ordinary course of business. Management is not aware of any dispute that it believes would have a material adverse effect on its business, operating results, cash flows or financial condition. Indemnification— Many of the Company’s agreements include certain provisions for indemnifying content publishers, licensees, contract manufacturers and suppliers if the Company’s products or services infringe a third party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each agreement. To date, the Company has not incurred any material costs as a result of such obligations and have not accrued any liabilities related to such obligations in the consolidated financial statements. Player Warranties —Upon issuance of a standard player warranty, the Company recognizes a liability for the obligation it assumes under the warranty. As of September 30, 2017 and December 31, 2016 and the accrued warranty reserve was immaterial. The Company’s standard player warranty period ranges from 12 to 24 months from the date of player activation. Upon shipment of player to its customers, the Company estimates expenses for the cost to replace products that may be returned under warranty and accrues a liability in cost of player revenue for this amount. The determination of the Company’s warranty requirements is based on historical experience. The Company estimates and adjusts these accruals at each balance sheet date for changes in these factors. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES The Company is subject to income tax in the U.S. as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are expected to be reinvested indefinitely. The Company recorded an income tax expense of $144,000 and $103,000 for the nine months ended September 30, 2017 and October 1, 2016, respectively, related to foreign income taxes and state minimum taxes. Based on the available objective evidence during the nine months ended September 30, 2017, the Company believes it is more likely than not that the tax benefits of the U.S. losses incurred during the nine months ended September 30, 2017 may not be realized. Accordingly, the Company recorded a full valuation allowance against the tax benefits of the U.S. losses incurred during the nine months ended September 30, 2017. The primary difference between the effective tax rate and the local statutory tax rate relates to the valuation allowance on the Company’s U.S. losses. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 9. RELATED-PARTY TRANSACTIONS The Company has agreements with one of the Company’s strategic investors. In the three months ended September 30, 2017 and October 1, 2016, the Company recorded $153,000 and $121,000 of revenue from sales to this investor. In the nine months ended September 30, 2017 and October 1, 2016, the Company recorded $243,000 and $627,000 of revenue from sales to this investor. The Company had receivable balances of $153,000 and $148,000 related to these sales at September 30, 2017 and December 31, 2016, respectively. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 10. NET LOSS PER SHARE The Company calculates its basic and diluted net loss per share allocable to common stockholders in conformity with the two-class method required for companies with participating securities. In computing diluted net loss allocable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. The Company’s basic net loss per share allocable to common stockholders is calculated by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. For purposes of the calculation of diluted net loss per share allocable to common stockholders, convertible preferred stock, unvested shares of common stock issued upon the early exercise of stock options, convertible preferred stock warrants, options to purchase common stock and common stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share allocable to common stockholders as their effect is antidilutive. Basic and diluted net loss per share of common stock allocable to common stockholders is calculated by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee stock-based awards and warrants. Because the Company has reported a net loss for the nine months ended September 30, 2017 and October 1, 2016 and the three months ended September 30, 2017 and October 1, 2016, diluted net loss per common share is the same as the basic net loss per share for those years. The Company considers all series of its convertible preferred stock to be participating securities as they are entitled to receive noncumulative dividends prior and in preference to any dividends on shares of common stock. Due to the Company’s net losses, there is no impact on the loss per share calculation in applying the two-class method since the participating securities have no legal obligation to share in any losses. The table presents the calculation of basic and diluted net loss per share as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Numerator: Net loss allocable to common stockholders $ (46,235 ) $ (12,743 ) $ (70,450 ) $ (45,985 ) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 5,259,796 4,784,170 4,998,727 4,724,767 Net loss per share, basic and diluted $ (8.79 ) $ (2.66 ) $ (14.09 ) $ (9.73 ) The potential common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows: September 30, 2017 October 1, 2016 Options to purchase common stock 27,326,277 20,628,248 Unvested shares of common stock issued upon early exercise of stock options 51,686 4,566 Warrants to purchase common stock - 375,000 Warrants to purchase convertible preferred stock 2,225,966 1,817,320 Convertible preferred stock 80,844,138 80,844,138 Total 110,448,067 103,669,272 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION An operating segment is defined as a component of an entity for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company uses the management approach to determine the segment financial information that should be disaggregated and presented separately in the Company’s notes to its consolidated financial statements. The management approach is based on the manner by which management has organized the segments within the Company for making operating decisions, allocating resources, and assessing performance. The Company’s CODM is its Chief Executive Officer, and the CODM evaluates performance and makes decisions about allocating resources to its operating segments based on financial information presented on a consolidated basis and on revenue and gross profit for each operating segment. In the second quarter of 2017 the Company changed the operating segments to combine one of the previous operating segments with two existing segments to reflect how the CODM evaluates performance and allocates resources. This change did not result in a change to the reportable segments. The Company is organized into two reportable segments as follows: Player —Consists primarily of net sales of streaming media players and accessories through retailers and distributors, as well as directly to customers through the Company’s website. Platform —Consists primarily of fees received from advertisers and content publishers, and from licensing the Company’s technology and proprietary operating system with TV brands and service operators. Platform revenue primarily includes fees earned from the sale of digital advertising and revenue share from new or recurring user subscriptions activated through the Company’s platform and revenue share from user purchases of content publishers’ media through its platform. The Company also earns revenue from the sale of branded channel buttons on remote controls. The accounting policies for the segments are the same as those described in our Prospectus. The Company does not allocate property and equipment or any other assets or capital expenditures to reportable segments. Operating expenses are not managed at the segment level. The Company evaluates the performance of its reportable segments based on the financial measures, including segment gross profit, which are regularly reviewed by the CODM and provide insight into the individual segments and their ability to contribute to Company’s operating results. Customers accounting for 10% or more of player segment revenue, net, were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer A 19 % 22 % 15 % 19 % Customer B * 10 10 11 Customer C 32 33 32 33 Customers accounting for 10% or more of platform segment revenue were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer 1 *% 14 % *% 17 % Customer 3 14 12 13 * * Less than 10% Substantially all Company assets were held in the United States and were attributable to the operations in the United States as of September 30, 2017 and December 31, 2016. Revenue in international markets was less than 10% in each of the periods presented. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS IPO — On October 2, 2017, the Company completed its IPO of Class A common stock, in which it sold 10,350,000 shares, including 1,350,000 shares pursuant to the underwriters’ over-allotment option. The shares were sold at an IPO price of $14.00 per share for net proceeds of $134,757,000, after deducting underwriting discounts and commissions of $10,143,000. Additionally, offering costs incurred by the Company totaled approximately $4,000,000. Upon the closing of the Company’s IPO, all outstanding shares of its convertible preferred stock automatically converted into 80,844,138 shares of Class B common stock and all outstanding convertible preferred stock warrants automatically converted to Class B common stock warrants on a one-to-one basis. In connection with the IPO, the Company amended and restated its Certificate of Incorporation to change the authorized capital stock to 1,000,000,000 shares of Class A common stock, 150,000,000 shares of Class B common stock, and 10,000,000 shares of preferred stock, all with a par value of $0.0001 per share. The Consolidated Financial Statements as of September 30, 2017, including share and per share amounts, do not give effect to the IPO, conversion of the convertible preferred stock, or conversion of the preferred stock warrants as the IPO and such conversions were completed subsequent to September 30, 2017. Debt Extinguishment — In October 2017, the Company repaid all outstanding advances, accrued interest and associated fees due under the 2017 Agreement with the Bank and terminated the agreement. The repayment was treated as a debt extinguishment and, as a result, the Company will record a loss on extinguishment of debt of $2,338,000. In connection with the repayment, the Company cancelled 114,933 warrants to purchase Class B common stock that were contingent on future borrowings. Class B Common Stock Warrants — In October 2017, the Company issued 956,511 shares of Class B common stock upon net exercise of 1,043,009 Class B common stock warrants issued in connection with various debt agreements entered into from 2011 to 2017. These common stock warrants had converted from convertible preferred stock warrants at the close of the IPO. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on September 28, 2017 (the “Prospectus”). There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the Prospectus, except as noted below. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Significant items subject to such estimates include revenue recognition for multiple element arrangements, determination of revenue reporting as net versus gross, sales return reserves, customer incentive programs, inventory valuation, the valuation of deferred income tax assets, the recognition and disclosure of contingent liabilities, the fair value of assets and liabilities acquired in business combinations and the fair value of the Company’s preferred stock and common stock. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is equal to the net loss for all periods presented. Therefore, the consolidated statements of comprehensive loss have been omitted from the condensed consolidated financial statements. |
Concentrations | Concentrations Customers accounting for 10% or more of the Company’s net revenue were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer A 10 % 16 % * 14 % Customer B * 11 * 12 Customer C 18 25 19 25 Customer D 11 * 11 * Customers accounting for 10% or more of the Company’s accounts receivable were as follows: September 30, 2017 December 31, 2016 Customer A 11 % 12 % Customer B * 11 Customer C 14 17 Customer D 19 17 * Less than 10% |
Business Combinations | Business Combinations The Company accounts for its acquisitions using the acquisition method. Goodwill is measured at the acquisition Any contingent consideration payable is recognized at fair value at the acquisition date. Liability-classified contingent consideration is remeasured each reporting period with changes in fair value recognized in earnings until the contingent consideration is settled. Acquisition related costs incurred in connection with a business combination, other than those associated with the issuance of debt or equity securities, are expensed as incurred. |
Goodwill, Purchased Intangible Assets and Impairment Assessment | Goodwill, Purchased Intangible Assets and Impairment Assessment Goodwill represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, if any, in a business combination. The Company reviews its goodwill for impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate that impairment may exist. Purchased intangible assets consist of identifiable intangible assets, which consisted primarily of developed technology. Purchased intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives following the pattern in which the economic benefits of the assets will be consumed, generally straight-line. The carrying amounts of our purchased intangible assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. |
Streaming Content | Streaming Content The Company licenses certain content for users to access through The Roku Channel. The content licenses can be for a fixed fee and/or advertising revenue share with specific windows of content availability. The Company capitalizes the content fees and records a corresponding liability at the gross amount of the liability when the license period begins, the cost of the content is known and the content is accepted and available for streaming. At September 30, 2017, $506,000 of content met these requirements and is recorded in “Prepaid expenses and other current assets”. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In July 2017, the Financial Accounting Standards Board (“FASB”) issued new guidance to address the complexity of the accounting for certain financial instruments with down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. Under this guidance, when determining the classification of certain financial instruments as liability or equity, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In January 2017, the FASB issued new guidance which eliminates Step 2 from the goodwill impairment test which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under this guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and should recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the loss not exceeding the total amount of goodwill allocated to that reporting unit. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, with early adoption permitted. The guidance should be applied prospectively. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In January 2017, the FASB issued new guidance which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities should be accounted for as an acquisition of a business or group of assets. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The guidance should be applied prospectively to any transactions occurring on or after the adoption date. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In August 2016, the FASB issued new guidance which addresses classification of certain cash receipts and cash payments related to the statement of cash flows. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In February 2016, the FASB issued new guidance related to new accounting and reporting guidelines for leasing arrangements. The guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. The new standard is to be applied using a modified retrospective approach. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In January 2016, the FASB issued new guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is evaluating the impact of this new guidance on the consolidated financial statements and the related disclosures. In May 2014, the FASB issued new guidance related to the recognition and reporting of revenue that establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In August 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017. In 2016 the FASB issued amendments on this guidance with the same effective date and transition guidance. The Company plans to adopt the new revenue standard in its first quarter of 2018 using the modified retrospective approach, which requires the cumulative impact of initially applying the guidance to be recognized as an adjustment to the Company’s accumulated deficit as of January 1, 2018, the date of adoption. Prior periods will not be retroactively adjusted. To date, the Company has established an implementation team and is in the process of evaluating the impact of the new standard on its accounting policies, processes, and system requirements. Furthermore, the Company has made and will continue to make investments in systems to enable timely and accurate reporting under the new standard. The Company is continuing to evaluate the potential impact that the implementation of this standard will have on its condensed consolidated financial statements, but has not yet determined whether the effect will be material. However, the Company believes this new standard will impact its accounting for revenue arrangements as follows: • Revenue from the licensing of the Company’s technology and proprietary operating system to service operators and TV brands, will be recognized earlier and could result in greater variability in revenue recognition; • Estimation of variable consideration for content publisher arrangements with revenue share from user subscriptions and media purchases through its platform and the sale of branded channel buttons on its remote controls; and • Expanded disclosures. The Company expects revenue recognition related to players to remain relatively unchanged under the new guidance and is in the process of evaluating the impact on its player arrangements. |
Fair Value Measurements | Fair Value Measurements Level 1 —Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 —Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means. Level 3 —Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Level 1 liabilities consist of accounts payable, accrued expenses and long-term debt. The carrying amounts of accounts receivable, prepaid expenses, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms, the carrying value of the line of credit and term debt approximate fair value as well. The tables below summarize the Company’s financial instruments’ classification within the fair value hierarchy as follows (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Financial liabilities—convertible preferred stock warrant liability $ — $ — $ 52,355 $ 52,355 Total financial liabilities $ — $ — $ 52,355 $ 52,355 December 31, 2016 Level 1 Level 2 Level 3 Total Financial liabilities—convertible preferred stock warrant liability $ — $ — $ 9,990 $ 9,990 Total financial liabilities $ — $ — $ 9,990 $ 9,990 Level 3 instruments consist solely of the Company’s preferred stock warrant liability in which the fair value was measured upon issuance and at each reporting date. Inputs used to determine the estimated fair value of the warrant liability as of the valuation date included remaining contractual term of the warrants, the risk-free interest rate, the volatility of comparable public companies over the remaining term, and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement of the preferred stock warrant liability were the fair value of the underlying stock at the valuation date for periods prior to the IPO and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The following table represents the activity of the fair value of Level 3 instruments (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ 9,990 $ 10,878 Fair value of warrants issued during the period 2,032 — Change in fair value of preferred stock warrant liability 40,333 (888 ) Ending balance $ 52,355 $ 9,990 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Company’s Financial Instruments Classification Within Fair Value Hierarchy | The tables below summarize the Company’s financial instruments’ classification within the fair value hierarchy as follows (in thousands): September 30, 2017 Level 1 Level 2 Level 3 Total Financial liabilities—convertible preferred stock warrant liability $ — $ — $ 52,355 $ 52,355 Total financial liabilities $ — $ — $ 52,355 $ 52,355 December 31, 2016 Level 1 Level 2 Level 3 Total Financial liabilities—convertible preferred stock warrant liability $ — $ — $ 9,990 $ 9,990 Total financial liabilities $ — $ — $ 9,990 $ 9,990 |
Schedule of Fair Value of Level 3 Instruments | The following table represents the activity of the fair value of Level 3 instruments (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ 9,990 $ 10,878 Fair value of warrants issued during the period 2,032 — Change in fair value of preferred stock warrant liability 40,333 (888 ) Ending balance $ 52,355 $ 9,990 |
Net Revenue | |
Schedules of Customer Concentration by Risk Factor | Customers accounting for 10% or more of the Company’s net revenue were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer A 10 % 16 % * 14 % Customer B * 11 * 12 Customer C 18 25 19 25 Customer D 11 * 11 * |
Accounts Receivable | |
Schedules of Customer Concentration by Risk Factor | Customers accounting for 10% or more of the Company’s accounts receivable were as follows: September 30, 2017 December 31, 2016 Customer A 11 % 12 % Customer B * 11 Customer C 14 17 Customer D 19 17 * Less than 10% |
Consolidated Balance Sheet Co20
Consolidated Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, consisted of the following (in thousands): September 30, 2017 December 31, 2016 Gross accounts receivable $ 100,059 $ 95,538 Allowance for sales returns (4,377 ) (6,916 ) Allowance for sales incentives (10,499 ) (8,503 ) Other allowances (343 ) (794 ) Total allowances (15,219 ) (16,213 ) Total accounts receivable—net $ 84,840 $ 79,325 |
Schedule of Allowance for Sales Returns | Allowance for sales returns consisted of the following activities (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ (6,916 ) $ (9,514 ) Charged to revenue (12,495 ) (20,810 ) Utilization of sales return reserve 15,034 23,408 Ending balance $ (4,377 ) $ (6,916 ) |
Schedule of Allowance for Sales Incentives | Allowance for sales incentives consisted of the following activities (in thousands): September 30, 2017 December 31, 2016 Beginning balance $ (8,503 ) $ (7,642 ) Charged to revenue (28,048 ) (36,626 ) Utilization of sales incentive reserve 26,052 35,765 Ending balance $ (10,499 ) $ (8,503 ) |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): September 30, 2017 December 31, 2016 Computers and equipment $ 10,982 $ 8,787 Leasehold improvements 7,134 4,201 Website and internal-use software 4,384 2,902 Office equipment and furniture 1,824 1,452 Total property and equipment 24,324 17,342 Accumulated depreciation and amortization (11,517 ) (7,814 ) Property and equipment, net $ 12,807 $ 9,528 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2017 December 31, 2016 Accrued royalty expense $ 14,549 $ 14,940 Accrued inventory 11,325 4,274 Accrued payroll and related expenses 4,352 5,342 Accrued cost of revenue 9,004 7,264 Accrued payments to content publishers 17,651 8,554 Other accrued expenses 8,617 5,782 Total accrued liabilities $ 65,498 $ 46,156 |
Schedule of Deferred Revenue | Deferred revenue consisted of the following (in thousands): September 30, 2017 December 31, 2016 Player, current $ 14,359 $ 13,611 Platform, current 16,463 10,341 Total deferred revenue, current 30,822 23,952 Player, non-current 4,767 5,215 Platform, non-current 34,035 23,869 Total deferred revenue, non-current 38,802 29,084 Total deferred revenue $ 69,624 $ 53,036 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following (in thousands): September 30, 2017 December 31, 2016 Term Loan $ 25,000 $ — Line of Credit — 15,000 Total debt obligations 25,000 15,000 Compounding interest due at maturity 255 — Less unamortized debt discount and issuance costs (2,212 ) — Balance 23,043 15,000 Current portion of long-term debt — (15,000 ) Long-term debt less current portion $ 23,043 $ — |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Activity Under Equity Incentive Plan | Activity under the Company’s equity incentive plans is as follows: Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Weighted Average Grant Date Fair Value Per Share Balance, December 31, 2016 409,582 22,334,508 3.66 6.6 — Increase authorization 6,250,000 — — — Granted (6,013,312 ) 6,013,312 7.47 — $ 3.48 Exercised — (445,995 ) 3.91 — — Forfeited and expired 575,554 (575,554 ) 5.49 — — Balance, September 30, 2017 1,221,824 27,326,271 4.46 6.7 — |
Schedule of Convertible Preferred Stock | Convertible Preferred Stock — As of September 30, 2017 and December 31, 2016 convertible preferred stock consisted of the following (in thousands, except share and per share data): September 30, 2017 and December 31,2016 Series Price Shares Authorized Shares Outstanding Liquidation Preference A $ 0.36312 23,020,000 23,019,997 $ 8,359 B 0.93808 6,396,071 6,396,068 6,000 C-1 0.54109 9,240,560 9,240,558 5,000 C-2 0.64931 8,950,467 7,700,466 5,000 D 2.37840 4,685,755 4,204,505 10,000 E 4.35679 11,160,733 11,074,655 48,250 F 5.43396 11,041,671 11,041,667 60,000 G 7.79730 3,206,239 3,206,234 25,000 H 9.17340 6,666,667 4,959,988 45,500 Total 84,368,163 80,844,138 $ 213,109 |
Schedule of Reserved Shares of Common Stock for Issuance | The Company had reserved shares of common stock for issuance as follows: September 30, 2017 December 31, 2016 Conversion of: Series A convertible preferred stock 23,019,997 23,019,997 Series B convertible preferred stock 6,396,068 6,396,068 Series C-1 convertible preferred stock 9,240,558 9,240,558 Series C-2 convertible preferred stock 7,700,466 7,700,466 Series C-2 convertible preferred stock warrants 1,250,000 1,250,000 Series D convertible preferred stock 4,204,505 4,204,505 Series D convertible preferred stock warrants 481,246 481,246 Series E convertible preferred stock 11,074,655 11,074,655 Series E convertible preferred stock warrants 86,072 86,072 Series F convertible preferred stock 11,041,667 11,041,667 Series G convertible preferred stock 3,206,234 3,206,234 Series H convertible preferred stock 4,959,988 4,959,988 Series H convertible preferred stock warrants 408,648 — Conversion of common stock warrants — 375,000 Common stock options issued under stock option plan 27,326,277 22,334,508 Common stock options available for grant under stock option plan 1,221,824 409,582 Total 111,618,205 105,780,546 |
Summary of Assumptions Used to Value Stock-Based Awards Granted | The assumptions used to value stock-based awards granted are as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Dividend rate $ — — — — Expected term (in years) 5.3 - 6.5 — 5.3 - 6.5 5.3 - 6.5 Risk-free interest rate 1.84 - 2.03% — 1.84% - 2.25% 1.32% - 1.50% Expected volatility 39% - 43% — 39% - 44% 44% - 46% Fair value of common stock $ 8.82 — $5.70 - $8.82 $ 6.60 |
Summary of Recognized Employee Stock-Based Compensation Expense | As a result of the Company’s Black-Scholes option-valuation fair value calculations and the Company’s use of the straight-line vesting attribution method, the Company recognized employee stock-based compensation expense as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Cost of player revenue $ 25 $ 30 $ 99 $ 88 Cost of platform revenue 18 63 58 165 Research and development 1,197 651 3,078 1,924 Sales and marketing 808 580 2,099 1,737 General and administrative 876 687 2,183 2,102 Total $ 2,924 $ 2,011 $ 7,517 $ 6,016 |
Preferred Stock Warrants | |
Summary of Assumptions Used to Value Stock-Based Awards Granted | The assumptions used to value the preferred stock warrants using the Black-Scholes model are as follows: September 30, 2017 December 31, 2016 Dividends $ — $ — Expected term (in years) 3.0-9.7 3.2-3.9 Risk-free interest rate 1.5%—2.3% 0.7%—1.6% Volatility 43.5%—50.7% 46.2%—47.8% |
Schedule of Convertible Preferred Stock Warrants | Outstanding preferred stock warrants were as follows: Series Number Outstanding September 30, 2017 Number Outstanding December 31, 2016 Issuance Date Exercise Price Original Term C-2 1,250,000 1,250,000 July 13, 2011 $ 0.64931 10 years D 249,999 249,999 October 17, 2011 2.37840 10 years D 168,180 168,180 March 12, 2012 2.37840 10 years D 63,067 63,067 April 27, 2012 2.37840 10 years E 86,072 86,072 April 27, 2012 3.48546 10 years H 408,648 — June 9, 2017 9.17340 10 years Total 2,225,966 1,817,318 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Share | The table presents the calculation of basic and diluted net loss per share as follows (in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Numerator: Net loss allocable to common stockholders $ (46,235 ) $ (12,743 ) $ (70,450 ) $ (45,985 ) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 5,259,796 4,784,170 4,998,727 4,724,767 Net loss per share, basic and diluted $ (8.79 ) $ (2.66 ) $ (14.09 ) $ (9.73 ) |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The potential common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows: September 30, 2017 October 1, 2016 Options to purchase common stock 27,326,277 20,628,248 Unvested shares of common stock issued upon early exercise of stock options 51,686 4,566 Warrants to purchase common stock - 375,000 Warrants to purchase convertible preferred stock 2,225,966 1,817,320 Convertible preferred stock 80,844,138 80,844,138 Total 110,448,067 103,669,272 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Player | |
Entity Wide Revenue Major Customer [Line Items] | |
Schedule of Customer Accounting for 10% or More of Segment Revenue | Customers accounting for 10% or more of player segment revenue, net, were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer A 19 % 22 % 15 % 19 % Customer B * 10 10 11 Customer C 32 33 32 33 |
Platform | |
Entity Wide Revenue Major Customer [Line Items] | |
Schedule of Customer Accounting for 10% or More of Segment Revenue | Customers accounting for 10% or more of platform segment revenue were as follows: Three Months Ended Nine Months Ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Customer 1 *% 14 % *% 17 % Customer 3 14 12 13 * * Less than 10% |
The Company - Additional Inform
The Company - Additional Information (Details) | Oct. 02, 2017USD ($)$ / sharesshares | Sep. 30, 2017segment |
Entity Wide Revenue Major Customer [Line Items] | ||
Conversion date | Feb. 1, 2008 | |
Number of reportable segments operates | segment | 2 | |
Subsequent Event | Initial Public Offering | Class B Common Stock Warrants | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Warrants conversion ratio | 100.00% | |
Subsequent Event | Initial Public Offering | Class A Common Stock | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Initial public offering completed date | Oct. 2, 2017 | |
Number of shares sold | shares | 10,350,000 | |
Share sold price per share | $ / shares | $ 14 | |
Net proceeds from shares sold | $ | $ 134,757,000 | |
Underwriting discounts and commissions | $ | 10,143,000 | |
Offering costs incurred | $ | $ 4,000,000 | |
Subsequent Event | Initial Public Offering | Class B Common Stock | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Convertible preferred stock, Shares converted | shares | 80,844,138 | |
Stock conversion ratio | 100.00% | |
Subsequent Event | Over-Allotment Option | Class A Common Stock | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Number of shares sold | shares | 1,350,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedules of Customer Concentration by Risk Factor (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 | |
Net Revenue | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 10.00% | 16.00% | 14.00% | ||
Net Revenue | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 11.00% | 12.00% | |||
Net Revenue | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 18.00% | 25.00% | 19.00% | 25.00% | |
Net Revenue | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 11.00% | 11.00% | |||
Accounts Receivable | Customer A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 11.00% | 12.00% | |||
Accounts Receivable | Customer B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 11.00% | ||||
Accounts Receivable | Customer C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 14.00% | 17.00% | |||
Accounts Receivable | Customer D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 19.00% | 17.00% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Licenses | Prepaid Expenses and Other Current Assets | |
Finite Lived Intangible Assets [Line Items] | |
Content assets | $ 506 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Summary of Company's Financial Instruments Classification Within Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total financial liabilities | $ 52,355 | $ 9,990 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total financial liabilities | 52,355 | 9,990 |
Convertible Preferred Stock Warrant Liability | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total financial liabilities | 52,355 | 9,990 |
Convertible Preferred Stock Warrant Liability | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total financial liabilities | $ 52,355 | $ 9,990 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Fair Value of Level 3 Instruments (Details) - Convertible Preferred Stock Warrant Liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Instruments Classified In Shareholders Equity Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 9,990 | $ 10,878 |
Fair value of warrants issued during the period | 2,032 | |
Change in fair value of preferred stock warrant liability | 40,333 | (888) |
Ending balance | $ 52,355 | $ 9,990 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | Sep. 06, 2017USD ($)Foundershares | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,554 | |
Denmark | ||
Business Acquisition [Line Items] | ||
Date of acquisition | Sep. 6, 2017 | |
Aggregate purchase price | $ 3,500 | |
Shares of common stock issued | shares | 108,332 | |
Number of founders who received shares | Founder | 2 | |
Acquisition related cost | $ 350 | |
Repurchase period for shares issued under business acquisition | 3 years | |
Goodwill | $ 1,554 | |
Identifiable intangible assets acquired | $ 2,215 | |
Identifiable intangible assets, expected useful life | 4 years |
Consolidated Balance Sheet Co31
Consolidated Balance Sheet Components - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Gross accounts receivable | $ 100,059 | $ 95,538 | |
Allowance for accounts receivable | (15,219) | (16,213) | |
Total accounts receivable—net | 84,840 | 79,325 | |
Allowance for Sales Returns | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Allowance for accounts receivable | (4,377) | (6,916) | $ (9,514) |
Allowance for Sales Incentives | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Allowance for accounts receivable | (10,499) | (8,503) | $ (7,642) |
Other Allowances | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Allowance for accounts receivable | $ (343) | $ (794) |
Consolidated Balance Sheet Co32
Consolidated Balance Sheet Components - Schedule of Allowance for Sales Returns (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | $ (16,213) | |
Ending balance | (15,219) | $ (16,213) |
Allowance for Sales Returns | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | (6,916) | (9,514) |
Charged to revenue | (12,495) | (20,810) |
Utilization of sales return/incentive reserve | 15,034 | 23,408 |
Ending balance | $ (4,377) | $ (6,916) |
Consolidated Balance Sheet Co33
Consolidated Balance Sheet Components - Schedule of Allowance for Sales Incentives (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | $ (16,213) | |
Ending balance | (15,219) | $ (16,213) |
Allowance for Sales Incentives | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | (8,503) | (7,642) |
Charged to revenue | (28,048) | (36,626) |
Utilization of sales return/incentive reserve | 26,052 | 35,765 |
Ending balance | $ (10,499) | $ (8,503) |
Consolidated Balance Sheet Co34
Consolidated Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 24,324 | $ 17,342 |
Accumulated depreciation and amortization | (11,517) | (7,814) |
Property and equipment, net | 12,807 | 9,528 |
Computer and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 10,982 | 8,787 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 7,134 | 4,201 |
Website and Internal-Use Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,384 | 2,902 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 1,824 | $ 1,452 |
Consolidated Balance Sheet Co35
Consolidated Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Depreciation and amortization | $ 1,303 | $ 1,351 | $ 3,883 | $ 4,201 |
Consolidated Balance Sheet Co36
Consolidated Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accrued royalty expense | $ 14,549 | $ 14,940 |
Accrued inventory | 11,325 | 4,274 |
Accrued payroll and related expenses | 4,352 | 5,342 |
Accrued cost of revenue | 9,004 | 7,264 |
Accrued payments to content publishers | 17,651 | 8,554 |
Other accrued expenses | 8,617 | 5,782 |
Total accrued liabilities | $ 65,498 | $ 46,156 |
Consolidated Balance Sheet Co37
Consolidated Balance Sheet Components - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current portion | $ 30,822 | $ 23,952 |
Noncurrent deferred revenue | 38,802 | 29,084 |
Total deferred revenue | 69,624 | 53,036 |
Player | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current portion | 14,359 | 13,611 |
Noncurrent deferred revenue | 4,767 | 5,215 |
Platform | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue, current portion | 16,463 | 10,341 |
Noncurrent deferred revenue | $ 34,035 | $ 23,869 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Total debt obligations | $ 25,000 | $ 15,000 |
Compounding interest due at maturity | 255 | |
Less unamortized debt discount and issuance costs | (2,212) | |
Balance | 23,043 | 15,000 |
Current portion of long-term debt | (15,000) | |
Long-term debt, less current portion | 23,043 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 25,000 | |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt obligations | $ 15,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2017 | Jun. 30, 2017 | May 31, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 1,472,000 | $ 868,000 | |||
Duration of remaining amount available | 24 months | ||||
Series H Convertible Preferred Stock Warrants | |||||
Debt Instrument [Line Items] | |||||
Warrants outstanding | 408,648 | ||||
Warrants, exercise price | $ 9.17340 | ||||
Warrants, exercisable period | 10 years | ||||
Second Amendment To Restated 2014 Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 1,472,000 | ||||
Minimum current ratio required under financial covenant | 1.25% | ||||
Second Amendment To Restated 2014 Loan and Security Agreement | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Second Amendment To Restated 2014 Loan and Security Agreement | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | ||||
2017 Subordinated Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 40,000,000 | ||||
Subordinated loan agreement minimum borrowing capacity | $ 25,000,000 | ||||
Facility fee, percentage | 1.00% | ||||
Payment in kind interest fees, percent | 2.50% | ||||
2017 Subordinated Loan Agreement | Class B Common Stock | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Cancellation of warrants to purchase common stock | 114,933 | ||||
2017 Subordinated Loan Agreement | Series H Convertible Preferred Stock Warrants | |||||
Debt Instrument [Line Items] | |||||
Warrants outstanding | 408,648 | ||||
Warrants, exercise price | $ 9.17340 | ||||
Warrants, exercisable period | 10 years | ||||
2017 Subordinated Loan Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Remaining amount to be drawn as installment | $ 5,000,000 | ||||
Line of credit facility final payment fees, percent | 1.00% | ||||
2017 Subordinated Loan Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility final payment fees, percent | 4.00% | ||||
2017 Subordinated Loan Agreement | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.50% | ||||
2017 Subordinated Loan Agreement | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 6.50% | ||||
LIBOR Floor rate | 1.00% | ||||
Silicon Valley Bank | First Amendment To 2014 Restated Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 5,000,000 | ||||
Financial covenant terms | The advances under the first amendment to the Restated LSA carry a floating per annum interest rate equal to the prime rate or the prime rate plus 2.5% depending on certain ratios and requires the Company to maintain a current ratio (calculated as current assets, divided by current liabilities less deferred revenue), greater than or equal to 1.1. | ||||
Interest rate on line of credit | 3.75% | ||||
Line of credit outstanding | $ 15,000,000 | ||||
Letters of credit outstanding | $ 868,000 | ||||
Current ratio | 110.00% | ||||
Silicon Valley Bank | First Amendment To 2014 Restated Loan and Security Agreement | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Revolving Credit Facility | Second Amendment To Restated 2014 Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Line of credit outstanding | $ 0 | ||||
Revolving Credit Facility | Silicon Valley Bank | First Amendment To 2014 Restated Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 30,000,000 |
Stockholder's Deficit - Schedul
Stockholder's Deficit - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | ||
Shares authorized | 84,368,163 | 84,368,163 |
Shares outstanding | 80,844,138 | 80,844,138 |
Liquidation preference | $ 213,109 | $ 213,109 |
Series A Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 0.36312 | $ 0.36312 |
Shares authorized | 23,020,000 | 23,020,000 |
Shares outstanding | 23,019,997 | 23,019,997 |
Liquidation preference | $ 8,359 | $ 8,359 |
Series B Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 0.93808 | $ 0.93808 |
Shares authorized | 6,396,071 | 6,396,071 |
Shares outstanding | 6,396,068 | 6,396,068 |
Liquidation preference | $ 6,000 | $ 6,000 |
Series C-1 Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 0.54109 | $ 0.54109 |
Shares authorized | 9,240,560 | 9,240,560 |
Shares outstanding | 9,240,558 | 9,240,558 |
Liquidation preference | $ 5,000 | $ 5,000 |
Series C-2 Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 0.64931 | $ 0.64931 |
Shares authorized | 8,950,467 | 8,950,467 |
Shares outstanding | 7,700,466 | 7,700,466 |
Liquidation preference | $ 5,000 | $ 5,000 |
Series D Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 2.37840 | $ 2.37840 |
Shares authorized | 4,685,755 | 4,685,755 |
Shares outstanding | 4,204,505 | 4,204,505 |
Liquidation preference | $ 10,000 | $ 10,000 |
Series E Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 4.35679 | $ 4.35679 |
Shares authorized | 11,160,733 | 11,160,733 |
Shares outstanding | 11,074,655 | 11,074,655 |
Liquidation preference | $ 48,250 | $ 48,250 |
Series F Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 5.43396 | $ 5.43396 |
Shares authorized | 11,041,671 | 11,041,671 |
Shares outstanding | 11,041,667 | 11,041,667 |
Liquidation preference | $ 60,000 | $ 60,000 |
Series G Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 7.79730 | $ 7.79730 |
Shares authorized | 3,206,239 | 3,206,239 |
Shares outstanding | 3,206,234 | 3,206,234 |
Liquidation preference | $ 25,000 | $ 25,000 |
Series H Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Price | $ 9.17340 | $ 9.17340 |
Shares authorized | 6,666,667 | 6,666,667 |
Shares outstanding | 4,959,988 | 4,959,988 |
Liquidation preference | $ 45,500 | $ 45,500 |
Stockholder's Deficit - Convert
Stockholder's Deficit - Convertible Preferred Stock - Additional Information (Details) - Subsequent Event - Initial Public Offering - Class B Common Stock | Oct. 02, 2017shares |
Class Of Stock [Line Items] | |
Convertible preferred stock, Shares converted | 80,844,138 |
Stock conversion ratio | 100.00% |
Stockholder's Deficit - Common
Stockholder's Deficit - Common Stock - Additional Information (Details) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | ||
Common stock, Shares authorized | 122,000,000 | |
Common stock, Par value | $ 0.0001 | |
Common stock, Shares issued | 4,818,812 | |
Common stock, Shares outstanding | 4,818,812 | |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, Shares authorized | 1,000,000,000 | |
Common stock, Par value | $ 0.0001 | |
Common stock, Shares issued | 0 | |
Common stock, Shares outstanding | 0 | |
Class B Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, Shares authorized | 150,000,000 | |
Common stock, Par value | $ 0.0001 | |
Common stock, Shares issued | 5,637,785 | |
Common stock, Shares outstanding | 5,637,785 |
Stockholder's Deficit - Sched43
Stockholder's Deficit - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Sep. 30, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | ||
Common stock options issued under stock option plan | 27,326,277 | 22,334,508 |
Total | 111,618,205 | 105,780,546 |
Employee Stock Option | ||
Class Of Stock [Line Items] | ||
Common stock reserved for issuance | 1,221,824 | 409,582 |
Series A Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 23,019,997 | 23,019,997 |
Series B Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 6,396,068 | 6,396,068 |
Series C-1 Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 9,240,558 | 9,240,558 |
Series C-2 Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 7,700,466 | 7,700,466 |
Series C-2 Convertible Preferred Stock Warrants | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 1,250,000 | 1,250,000 |
Series D Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 4,204,505 | 4,204,505 |
Series D Convertible Preferred Stock Warrants | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 481,246 | 481,246 |
Series E Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 11,074,655 | 11,074,655 |
Series E Convertible Preferred Stock Warrants | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 86,072 | 86,072 |
Series F Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 11,041,667 | 11,041,667 |
Series G Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 3,206,234 | 3,206,234 |
Series H Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 4,959,988 | 4,959,988 |
Series H Convertible Preferred Stock Warrants | ||
Class Of Stock [Line Items] | ||
Conversion of convertible preferred stock | 408,648 | |
Common Stock Warrants | ||
Class Of Stock [Line Items] | ||
Common stock reserved for issuance | 375,000 |
Stockholder's Deficit - Stock O
Stockholder's Deficit - Stock Option Plan - Additional Information (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
2008 Plan | ||
Class Of Stock [Line Items] | ||
Common stock options available for grant under stock option plan | 28,548,101 | 22,744,090 |
Percentage Of Voting Rights | 10.00% | |
Stock option vesting period | 4 years | |
Stock option term | 10 years | |
2008 Plan | Minimum | 10% Shareholder | ||
Class Of Stock [Line Items] | ||
Stock option fair market value at the date of grant, percent | 110.00% | |
Equity Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares vested and exercisable, Aggregate intrinsic value | $ 354,849,000 |
Stockholder's Deficit - Sched45
Stockholder's Deficit - Schedule of Activity Under Equity Incentive Plan (Details) - 2008 Plan - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance, Shares available for grant | 409,582 | |
Increase authorization, Shares available for grant | 6,250,000 | |
Granted, Shares available for grant | (6,013,312) | |
Forfeited and expired, Shares available for grant | 575,554 | |
Balance, Shares available for grant | 1,221,824 | 409,582 |
Balance, Number of shares | 22,334,508 | |
Granted, Number of shares | 6,013,312 | |
Exercised, Number of shares | (445,995) | |
Forfeited and expired, Number of shares | (575,554) | |
Balance, Number of shares | 27,326,271 | 22,334,508 |
Balance, Weighted average exercise price | $ 3.66 | |
Granted, Weighted average exercise price | 7.47 | |
Exercised, Weighted average exercise price | 3.91 | |
Forfeited and expired, Weighted average exercise price | 5.49 | |
Balance, Weighted average exercise price | $ 4.46 | $ 3.66 |
Balance, Weighted average remaining contractual life | 6 years 8 months 12 days | 6 years 7 months 6 days |
Granted, Weighted average grant date fair value per share | $ 3.48 |
Stockholder's Deficit - Stock B
Stockholder's Deficit - Stock Based Compensation - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected dividends | $ 0 | |
Total intrinsic value of options exercised | 1,510,000 | $ 350,000 |
Unrecognized stock compensation expense | $ 33,750,000 | |
Expected weighted average period to recognize unrecognized stock compensation expense | 2 years 9 months 19 days |
Stockholder's Deficit - Summary
Stockholder's Deficit - Summary of Assumptions Used to Value Stock-Based Awards Granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Oct. 01, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of common stock | $ 8.82 | $ 6.60 | |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 3 months 19 days | 5 years 3 months 19 days | 5 years 3 months 19 days |
Risk-free interest rate | 1.84% | 1.84% | 1.32% |
Expected volatility | 39.00% | 39.00% | 44.00% |
Fair value of common stock | $ 5.70 | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Risk-free interest rate | 2.03% | 2.25% | 1.50% |
Expected volatility | 43.00% | 44.00% | 46.00% |
Fair value of common stock | $ 8.82 |
Stockholder's Deficit - Summa48
Stockholder's Deficit - Summary of Recognized Employee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,924 | $ 2,011 | $ 7,517 | $ 6,016 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,197 | 651 | 3,078 | 1,924 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 808 | 580 | 2,099 | 1,737 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 876 | 687 | 2,183 | 2,102 |
Player | Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 25 | 30 | 99 | 88 |
Platform | Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 18 | $ 63 | $ 58 | $ 165 |
Stockholder's Deficit - Commo49
Stockholder's Deficit - Common Stock Warrants - Additional Information (Details) - Common Stock Warrants - shares | 1 Months Ended | |
Jul. 31, 2017 | Sep. 30, 2017 | |
Class Of Warrant Or Right [Line Items] | ||
Conversion of common stock warrants | 357,283 | |
Number of common stock warrants expired | 375,000 | |
Warrants outstanding | 0 |
Stockholder's Deficit - Sched50
Stockholder's Deficit - Schedule of Convertible Preferred Stock Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Series C-2 Preferred Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 1,250,000 | 1,250,000 |
Issuance Date | Jul. 13, 2011 | |
Warrants, exercise price | $ 0.64931 | |
Warrants, exercisable period | 10 years | |
Series D Preferred Stock Warrants | October 17, 2011 | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 249,999 | 249,999 |
Issuance Date | Oct. 17, 2011 | |
Warrants, exercise price | $ 2.37840 | |
Warrants, exercisable period | 10 years | |
Series D Preferred Stock Warrants | March 12, 2012 | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 168,180 | 168,180 |
Issuance Date | Mar. 12, 2012 | |
Warrants, exercise price | $ 2.37840 | |
Warrants, exercisable period | 10 years | |
Series D Preferred Stock Warrants | April 27, 2012 | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 63,067 | 63,067 |
Issuance Date | Apr. 27, 2012 | |
Warrants, exercise price | $ 2.37840 | |
Warrants, exercisable period | 10 years | |
Series E Preferred Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 86,072 | 86,072 |
Issuance Date | Apr. 27, 2012 | |
Warrants, exercise price | $ 3.48546 | |
Warrants, exercisable period | 10 years | |
Series H Preferred Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 408,648 | |
Issuance Date | Jun. 9, 2017 | |
Warrants, exercise price | $ 9.17340 | |
Warrants, exercisable period | 10 years | |
Preferred Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding September 30, 2017 | 2,225,966 | 1,817,318 |
Stockholder's Deficit - Summa51
Stockholder's Deficit - Summary of Assumptions Used to Value Preferred Stock Warrants (Details) - Preferred Stock Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Expected term (in years) | 3 years | 3 years 2 months 12 days |
Risk-free interest rate | 1.50% | 0.70% |
Volatility | 43.50% | 46.20% |
Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Expected term (in years) | 9 years 8 months 12 days | 3 years 10 months 25 days |
Risk-free interest rate | 2.30% | 1.60% |
Volatility | 50.70% | 47.80% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017USD ($)Vendor | Oct. 01, 2016USD ($) | Dec. 31, 2016USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Rent expense | $ 1,716,000 | $ 1,122,000 | $ 4,805,000 | $ 3,505,000 | |
Letters of credit outstanding | 1,472,000 | $ 1,472,000 | $ 868,000 | ||
Minimum | |||||
Commitments And Contingencies [Line Items] | |||||
Letters of credit expiration date | Jan. 31, 2018 | ||||
Maximum | |||||
Commitments And Contingencies [Line Items] | |||||
Letters of credit expiration date | Aug. 31, 2018 | ||||
Manufacturing | |||||
Commitments And Contingencies [Line Items] | |||||
Number of vendors having purchase commitments | Vendor | 1 | ||||
Purchase commitments for inventory | 87,151,000 | $ 87,151,000 | |||
Manufacturing | Accrued Liabilities | |||||
Commitments And Contingencies [Line Items] | |||||
Loss on purchase obligation for inventory | 1,366,000 | 2,040,000 | |||
Content License | |||||
Commitments And Contingencies [Line Items] | |||||
Purchase obligation that do not yet Meet criteria for asset recognition | 1,611,000 | 1,611,000 | |||
Content License | Accrued Liabilities | |||||
Commitments And Contingencies [Line Items] | |||||
Purchase commitments for inventory | $ 506,000 | $ 506,000 | $ 0 | ||
Player | Minimum | |||||
Commitments And Contingencies [Line Items] | |||||
Product Warranty Term | 12 months | ||||
Player | Maximum | |||||
Commitments And Contingencies [Line Items] | |||||
Product Warranty Term | 24 months |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 58 | $ 50 | $ 144 | $ 103 |
Related Party Disclosures - Add
Related Party Disclosures - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Receivable from related parties | $ 153 | $ 153 | $ 148 | ||
Strategic Investors | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 153 | $ 121 | 243 | $ 627 | |
Receivable from related parties | $ 153 | $ 153 | $ 148 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Numerator: | ||||
Net loss allocable to common stockholders | $ (46,235) | $ (12,743) | $ (70,450) | $ (45,985) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share, basic and diluted | 5,259,796 | 4,784,170 | 4,998,727 | 4,724,767 |
Net loss per share, basic and diluted | $ (8.79) | $ (2.66) | $ (14.09) | $ (9.73) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 110,448,067 | 103,669,272 |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 27,326,277 | 20,628,248 |
Unvested Shares of Common Stock Issued Upon Early Exercise of Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 51,686 | 4,566 |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 375,000 | |
Warrants to Purchase Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 2,225,966 | 1,817,320 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 80,844,138 | 80,844,138 |
Segment Information - Additiona
Segment Information - Additional Information (Details) - segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments operates | 2 | |
Net Revenue | Geographic Concentration Risk [Member] | International Market [Member] | Maximum | ||
Segment Reporting Information [Line Items] | ||
Concentration risk | 10.00% | 10.00% |
Segment Information - Schedule
Segment Information - Schedule of Customer Accounting for 10% or More of Player Segment Revenue (Details) - Net Revenue - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | ||
Customer A | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Concentration risk | 10.00% | 16.00% | 14.00% | ||
Customer B | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Concentration risk | 11.00% | 12.00% | |||
Customer C | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Concentration risk | 18.00% | 25.00% | 19.00% | 25.00% | |
Player | Customer A | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Concentration risk | 19.00% | 22.00% | 15.00% | 19.00% | |
Player | Customer B | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Concentration risk | [1] | 10.00% | 10.00% | 11.00% | |
Player | Customer C | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Concentration risk | 32.00% | 33.00% | 32.00% | 33.00% | |
[1] | Less than 10% |
Segment Information - Schedul59
Segment Information - Schedule of Customer Accounting for 10% or More of Platform Segment Revenue (Details) - Platform - Net Revenue - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | ||||
Customer 1 | |||||||
Entity Wide Revenue Major Customer [Line Items] | |||||||
Concentration risk | [1] | 14.00% | [1] | 17.00% | |||
Customer 3 | |||||||
Entity Wide Revenue Major Customer [Line Items] | |||||||
Concentration risk | 14.00% | 12.00% | 13.00% | [1] | |||
[1] | Less than 10% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 02, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||
Common stock, Shares authorized | 122,000,000 | |||
Common stock, Par value | $ 0.0001 | |||
Subsequent Event | Class B Common Stock Warrants | ||||
Subsequent Event [Line Items] | ||||
Number of common stock warrants expired | 1,043,009 | |||
Subsequent Event | 2017 Subordinated Loan Agreement | ||||
Subsequent Event [Line Items] | ||||
Loss on extinguishment of debt | $ 2,338,000 | |||
Class A Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, Shares authorized | 1,000,000,000 | |||
Common stock, Par value | $ 0.0001 | |||
Class B Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock, Shares authorized | 150,000,000 | |||
Common stock, Par value | $ 0.0001 | |||
Class B Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued upon exercise of warrants | 956,511 | |||
Class B Common Stock | Subsequent Event | 2017 Subordinated Loan Agreement | ||||
Subsequent Event [Line Items] | ||||
Cancellation of warrants to purchase common stock | 114,933 | |||
Initial Public Offering | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, Shares authorized | 10,000,000 | |||
Preferred stock, Par value | $ 0.0001 | |||
Initial Public Offering | Class A Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 10,350,000 | |||
Share sold price per share | $ 14 | |||
Net proceeds from shares sold | $ 134,757,000 | |||
Underwriting discounts and commissions | 10,143,000 | |||
Offering costs incurred | $ 4,000,000 | |||
Common stock, Shares authorized | 1,000,000,000 | |||
Common stock, Par value | $ 0.0001 | |||
Initial Public Offering | Class B Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Convertible preferred stock, Shares converted | 80,844,138 | |||
Stock conversion ratio | 100.00% | |||
Common stock, Shares authorized | 150,000,000 | |||
Common stock, Par value | $ 0.0001 | |||
Over-Allotment Option | Class A Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 1,350,000 |