Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 15, 2014 | |
Document And Entity Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'TUBE | ' |
Entity Registrant Name | 'TUBEMOGUL INC | ' |
Entity Central Index Key | '0001449278 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 29,777,922 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $24,850 | $19,475 |
Accounts receivable, net of allowance for doubtful accounts | 65,143 | 46,920 |
Prepaid expenses and other current assets | 1,222 | 1,420 |
Total current assets | 91,215 | 67,815 |
Deferred tax assets | 468 | 468 |
Property, equipment and software, net | 3,042 | 1,467 |
Deferred offering costs | 2,141 | 129 |
Restricted cash | 742 | 334 |
Other assets | 410 | 402 |
Total assets | 98,018 | 70,615 |
Current liabilities: | ' | ' |
Accounts payable | 24,695 | 4,032 |
Accrued liabilities | 26,931 | 34,414 |
Convertible note | 446 | 419 |
Current portion of note payable, net of discount | 1,452 | 1,416 |
Convertible preferred stock warrant liability | 516 | 684 |
Deferred revenue | 968 | 467 |
Deferred tax liabilities | 468 | 468 |
Line of credit | 11,800 | ' |
Total current liabilities | 67,276 | 41,900 |
Deferred rent | 375 | 97 |
Note payable, net of current portion and discount | 627 | 1,363 |
Total liabilities | 68,278 | 43,360 |
Stockholders’ equity: | ' | ' |
Common stock; $0.001 par value; 62,000,000 shares authorized; 6,674,757 and 6,958,437 shares issued and outstanding as of December 31, 2013 and June 30 2014, respectively | 7 | 7 |
Additional paid-in capital | 47,414 | 46,116 |
Accumulated deficit | -17,524 | -18,841 |
Accumulated other comprehensive loss | -173 | -43 |
Total stockholders’ equity | 29,740 | 27,255 |
Total liabilities and stockholders’ equity | 98,018 | 70,615 |
Series A | ' | ' |
Stockholders’ equity: | ' | ' |
Convertible preferred stock | 2 | 2 |
Series A-1 | ' | ' |
Stockholders’ equity: | ' | ' |
Convertible preferred stock | 4 | 4 |
Series B | ' | ' |
Stockholders’ equity: | ' | ' |
Convertible preferred stock | 5 | 5 |
Series C | ' | ' |
Stockholders’ equity: | ' | ' |
Convertible preferred stock | $5 | $5 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Convertible preferred stock, shares authorized | ' | 31,174,947 |
Preferred stock, liquidation preference, value | ' | $44,555 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 62,000,000 | 62,000,000 |
Common stock, shares issued | 6,958,437 | 6,674,757 |
Common stock, shares outstanding | 6,958,437 | 6,674,757 |
Series A | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 4,177,390 | 4,177,390 |
Convertible preferred stock, shares issued | 2,088,704 | 2,088,704 |
Convertible preferred stock, shares outstanding | 2,088,704 | 2,088,704 |
Preferred stock, liquidation preference, value | 2,532 | 2,532 |
Series A-1 | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 7,847,028 | 7,847,028 |
Convertible preferred stock, shares issued | 3,846,357 | 3,846,357 |
Convertible preferred stock, shares outstanding | 3,846,357 | 3,846,357 |
Preferred stock, liquidation preference, value | 3,365 | 3,365 |
Series B | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 10,298,658 | 10,298,658 |
Convertible preferred stock, shares issued | 5,149,330 | 5,149,330 |
Convertible preferred stock, shares outstanding | 5,149,330 | 5,149,330 |
Preferred stock, liquidation preference, value | 10,000 | 10,000 |
Series C | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 8,851,871 | 8,851,871 |
Convertible preferred stock, shares issued | 4,425,939 | 4,425,939 |
Convertible preferred stock, shares outstanding | 4,425,939 | 4,425,939 |
Preferred stock, liquidation preference, value | $28,658 | $28,658 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Total revenue | $28,715 | $12,641 | $50,741 | $22,221 |
Cost of revenue | 9,108 | 4,288 | 15,323 | 7,680 |
Gross profit | 19,607 | 8,353 | 35,418 | 14,541 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 4,940 | 2,804 | 8,748 | 5,150 |
Sales and marketing | 8,285 | 5,301 | 16,214 | 9,417 |
General and administrative | 4,704 | 2,352 | 9,142 | 3,827 |
Total operating expenses | 17,929 | 10,457 | 34,104 | 18,394 |
(Loss) Income from operations | 1,678 | -2,104 | 1,314 | -3,853 |
Other (expense) income, net: | ' | ' | ' | ' |
Interest expense, net | -79 | -45 | -120 | -93 |
Change in fair value of convertible preferred stock warrant liability | 449 | -20 | 168 | -19 |
Foreign exchange (loss) gain | 128 | -417 | 92 | -511 |
Other (expense) income, net | 498 | -482 | 140 | -623 |
Net (loss) income before income taxes | 2,176 | -2,586 | 1,454 | -4,476 |
Provision for income taxes | -92 | -20 | -137 | -34 |
Net (loss) income | 2,084 | -2,606 | 1,317 | -4,510 |
Net (loss) income attributable to common stockholders, basic and diluted | 369 | -2,606 | ' | -4,510 |
Net (loss) income per share attributable to common stockholders: | ' | ' | ' | ' |
Basic | $0.05 | ($0.39) | ' | ($0.68) |
Diluted | $0.01 | ($0.39) | ' | ($0.68) |
Weighted-average shares used to compute earnings per share attributable to common stockholders: | ' | ' | ' | ' |
Basic | 6,939,232 | 6,609,434 | 6,867,271 | 6,599,316 |
Diluted | 25,766,430 | 6,609,434 | 25,683,673 | 6,599,316 |
Platform Direct | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' |
Total revenue | 11,567 | 3,976 | 20,815 | 6,288 |
Platform Services | ' | ' | ' | ' |
Revenue: | ' | ' | ' | ' |
Total revenue | $17,148 | $8,665 | $29,926 | $15,933 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net (loss) income | $2,084 | ($2,606) | $1,317 | ($4,510) |
Other comprehensive loss: | ' | ' | ' | ' |
Foreign currency translation adjustments, net of tax | -93 | -10 | -130 | -8 |
Comprehensive (loss) income | $1,991 | ($2,616) | $1,187 | ($4,518) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net (loss) income | $1,317 | ($4,510) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 308 | 94 |
Loss (gain) on change in value of convertible preferred stock warrant liability | -168 | 19 |
Provision for doubtful accounts | 517 | -24 |
Provision for credit memos | 1,060 | ' |
Stock-based compensation expense | 1,048 | 231 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -19,800 | -1,347 |
Prepaid expenses and other current assets | 198 | -2,237 |
Other assets | -8 | -9 |
Accounts payable | 20,663 | -2,554 |
Accrued liabilities | -7,483 | 8,225 |
Deferred rent | 278 | -3 |
Deferred revenue | 501 | -124 |
Deferred offering costs | -2,012 | ' |
Deferred tax liabilities | ' | 60 |
Net cash used in operating activities | -3,581 | -2,179 |
Cash flows from investing activities: | ' | ' |
Restricted cash | -408 | ' |
Purchases of property, equipment and software | -1,883 | -819 |
Net cash used in investing activities | -2,291 | -819 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of Series C preferred stock, net of issuance cost | ' | 10,913 |
Repayments on notes payable | -700 | -667 |
Proceeds from line of credit | 11,800 | ' |
Proceeds from issuance of convertible note | 27 | 212 |
Proceeds from options exercised | 250 | 2 |
Net cash provided by financing activities | 11,377 | 10,460 |
Effect of exchange rate changes | -130 | -8 |
Net increase in cash and cash equivalents | 5,375 | 7,454 |
Cash and cash equivalents, beginning of period | 19,475 | 19,670 |
Cash and cash equivalents, end of period | 24,850 | 27,124 |
Supplemental disclosures: | ' | ' |
Cash paid for interest | 122 | 94 |
Deferred offering costs recorded in accounts payable and accrued liabilities | $629 | ' |
The_Company_and_its_Significan
The Company and its Significant Accounting Policies | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
The Company and its Significant Accounting Policies | ' | |||||||||||||||
1. The Company and its Significant Accounting Policies | ||||||||||||||||
The Company | ||||||||||||||||
TubeMogul, Inc. (the Company), a Delaware corporation, is an enterprise software company for digital branding. The Company’s customers include many of the world’s largest brands and their media agencies. | ||||||||||||||||
The Company’s headquarters are in Emeryville, California and it has offices in Chicago, Detroit, Kiev, London, Los Angeles, New York, Shanghai, Singapore, Sydney, Tokyo, and Toronto. | ||||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these condensed consolidated financial statements include allowances for doubtful accounts and credit memos, useful lives for depreciation and amortization, loss contingencies, valuation of deferred tax assets, provisions for uncertain tax positions, capitalization of software costs and assumptions used for valuation of stock-based compensation and convertible preferred stock warrant liability. Actual results could differ from those and other estimates. | ||||||||||||||||
Principles of Consolidation and Basis of Presentation | ||||||||||||||||
These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s prospectus dated July 17, 2014, filed with the SEC on July 18, 2014 pursuant to Rule 424(b)(4) under the Securities Act of 1933. There have been no changes to the Company’s significant accounting policies described in the prospectus that have had a material impact on the Company’s condensed consolidated financial statements and related notes. All of the share amounts, share prices, exercise prices and other per share information throughout these condensed consolidated financial statements have been adjusted to reflect a 2-for-1 reverse stock split that was effected on April 14, 2014. | ||||||||||||||||
The consolidated balance sheet as of December 31, 2013 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, the Company’s comprehensive (loss) income and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending December 31, 2014 or any other period. | ||||||||||||||||
Revenue Recognition and Deferred Revenue | ||||||||||||||||
The Company recognizes revenue related to the utilization of its advertising platform. Revenue is recognized when persuasive evidence of an arrangement exists, service has been provided to the customer, collection of the fees is reasonably assured, and fees are fixed or determinable. Arrangements with customers do not provide the customer with the right to take possession of the software or platform at any time. The Company generates revenue from its platform through its Platform Direct and Platform Services offerings. Revenue for both Platform Direct and Platform Services is recognized when the advertisement is displayed. The Company’s arrangements are cancellable by the customer as to any unfulfilled portion of a campaign without penalty. Media is purchased on the Company’s platform on a real-time basis and purchasing ceases upon cancellation. In the Company’s Platform Services arrangements once the advertising is delivered in accordance with the terms of the insertion order, the related amounts earned for such advertising delivery are non-refundable. | ||||||||||||||||
The Company’s Platform Direct arrangements are evidenced by signed contracts. The Platform Services arrangements are evidenced through direct insertion orders. Revenue is recognized during the period in which the advertising is delivered. The Company also maintains processes to determine the collectability of amounts due from customers. To the extent any of the revenue recognition criteria are not met, the Company defers revenue. | ||||||||||||||||
Amounts that have been invoiced for services are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria outlined above have been met. In instances where customers prepay, the Company will defer recognition of revenue until the criteria outlined above are met and actual ads have been delivered during the period based on the terms specified in the agreement with the customer. | ||||||||||||||||
In accordance with ASC Topic 605, Revenue Recognition, paragraph 45-1, the Company recognizes revenue on a gross or net basis for each model based on its determination as to whether the Company is acting as the principal in the revenue generation process or as an agent. | ||||||||||||||||
Indicators that an entity is acting as a principal include: (a) the entity has the primary responsibility (primary obligor) for providing the goods or services to the customer or for fulfilling the order; (b) the entity has inventory risk before or after the customer order; (c) the entity has latitude in establishing prices, either directly or indirectly; and (d) the entity bears the customer’s credit risk for the amount receivable from the customer. | ||||||||||||||||
Indicators that an entity is acting as an agent exist when it does not have exposure to the significant risks and rewards associated with the sale of goods or the rendering of services. One key feature indicating that an entity is acting as an agent is that the amount the entity earns is predetermined, being either a fixed fee per transaction or a stated percentage of the amount billed to the customer. | ||||||||||||||||
Platform Direct — Platform Direct provides customers with self-serve capabilities for real-time media buying, serving, targeting, optimization and brand measurement. The Company enters into contracts with customers under which fees earned by the Company are based on a utilization fee that is a percentage of media spend through the platform as well as fees for additional features offered through the Company’s platform. These features are delivered concurrently with the related advertising. Due to the fact that the features are delivered concurrently, the Company does not allocate revenue between the two elements. | ||||||||||||||||
The Company recognizes revenue for Platform Direct on a net basis primarily based on the Company’s determination that it is not deemed to be the primary obligor, does not have inventory risk as the customer chooses the inventory to purchase on a real-time basis, the actual cost of the campaign is determined by the customer through the real-time bidding process, through management of the campaign the customer can define supplier preferences or specific suppliers from a list the Company maintains, and the amount earned by the Company is fixed based on a percentage of the media spend of a customer’s campaign. | ||||||||||||||||
Platform Services — Platform Services provide customers the opportunity to utilize the Company’s platform on a managed service basis, whereby the Company delivers digital video advertisements based upon a pre-agreed set of fixed objectives with an advertiser or agency. The Company enters into customer agreements through discrete binding insertion orders with fixed price commitments which are determined prior to the launch of an advertising campaign. | ||||||||||||||||
For Platform Services, the Company recognizes revenue on a gross basis primarily based on the Company’s determination that it is subject to the risk of fluctuating costs from its media vendors, has latitude in establishing prices with its customer, has discretion in selecting media vendors when fulfilling a customer’s campaign, and has credit risks. | ||||||||||||||||
Cost of Revenue | ||||||||||||||||
Cost of revenue is comprised primarily of media costs. Media costs consist of advertising impressions the Company purchases from sources of advertising inventory in connection with its Platform Services offering. The Company typically pays for these impressions on a cost per thousand impression (CPM) basis. Cost of revenue also includes technical infrastructure costs which include the cost of internal and third-party servers and related services, internet access costs and amortization of internal use software development costs on revenue-producing technologies. | ||||||||||||||||
Capitalized Internal-Use Software Development Costs | ||||||||||||||||
For web site development costs and development costs related to the Company’s platform, the Company capitalizes qualifying computer software costs which are incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred to research and development. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. The Company capitalized $233 and $113 in internal-use software development costs related to platform enhancement and website development cost during the three months ended June 30, 2013 and 2014, respectively, and $433 and $302 during the six months ended June 30, 2013 and 2014, respectively. These costs are included in property, equipment and software, net on the consolidated balance sheets. Amortization commences when the website or software for internal use is ready for its intended use and the amortization period is the estimated useful life of the related asset, which is generally three years. Costs for research and development efforts have been expensed as incurred and relate primarily to payroll costs incurred in the development of the platform. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments having original maturities of three months or less at the date of purchase to be cash equivalents. The Company’s cash equivalents consist of short-term money market instruments. Amounts held on deposit at financial institutions may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. To date, the Company has not experienced any losses on such deposits. | ||||||||||||||||
Restricted Cash | ||||||||||||||||
Restricted cash at December 31, 2013 and June 30, 2014 represents cash restricted for the Company’s irrevocable standby letters of credit in the amount of $334 and $742, respectively for the benefit of certain of the Company’s real property lessors. | ||||||||||||||||
Accounts Receivable | ||||||||||||||||
Accounts receivable are stated at net realizable value. The Company provides an allowance for doubtful accounts based on management’s evaluation of outstanding accounts receivable. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. The Company analyzes specific accounts receivable, historical bad debts, customer concentrations, current economic trends, and changes in the customer payment terms when evaluating the adequacy of the allowance for bad debts. Accounts receivable are written off when no future collection is possible. As of June 30, 2014, no significant receivables have been written off. | ||||||||||||||||
Many of the Company’s contracts with advertising agencies provide that if the brand (i.e., the agency’s customer) does not pay the agency, the agency is not liable to the Company and the Company must seek payment from the brand. Accordingly, the Company considers the creditworthiness of the brand in establishing its allowance for doubtful accounts. However, since inception, the Company has not had to initiate collection efforts directly with any brands where the contract was with an advertising agency. | ||||||||||||||||
The following table presents the changes in the allowance for doubtful accounts: | ||||||||||||||||
Year Ended | Six months Ended | |||||||||||||||
December 31, | June 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Balance, beginning of period | $ | (350 | ) | $ | (714 | ) | ||||||||||
Additions to allowance | (539 | ) | (1,577 | ) | ||||||||||||
Write offs, net of recoveries | 175 | 782 | ||||||||||||||
Balance, end of period | $ | (714 | ) | $ | (1,509 | ) | ||||||||||
Property, Equipment and Software, net | ||||||||||||||||
Property, equipment and software, net are carried at cost and are depreciated on the straight-line basis over their estimated useful lives of three to seven years. Repairs and maintenance are charged to expense as incurred, and improvements are capitalized. When the assets are sold or retired or otherwise disposed of, their cost and related accumulated depreciation and amortization are removed from the accounts with the resulting gain or loss reflected as an operating item in the accompanying consolidated statements of operations. | ||||||||||||||||
Leasehold improvements are amortized on a straight-line basis over the remaining term of the lease, or the useful life of the assets, whichever is shorter. | ||||||||||||||||
Construction in process mainly consists of leasehold improvements and furniture at the Company’s offices under construction, as well as server equipment that has not been placed in service as of June 30, 2014. Upon completion of construction and commencement of the use of the server, the assets will be depreciated over their useful lives. | ||||||||||||||||
Fair Value Measurement and Financial Instruments | ||||||||||||||||
The Company measures the fair value of its financial instruments in accordance with of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) for Fair Value Measurements. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. In determining fair values of all reported assets and liabilities that represent financial instruments, the Company uses the carrying market values of such amounts. The provision establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. | ||||||||||||||||
Unobservable inputs are inputs that reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows: | ||||||||||||||||
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||||||
Level 2 — Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||
Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | ||||||||||||||||
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at December 31, 2013 and June 30, 2014, measured at fair value on a recurring basis: | ||||||||||||||||
Financial Instruments at Fair Value as of December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents-money market | $ | 19,475 | $ | — | $ | — | $ | 19,475 | ||||||||
Liability: | ||||||||||||||||
Warrant Liability | $ | — | $ | — | $ | 684 | $ | 684 | ||||||||
Financial Instruments at Fair Value as of June 30, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents-money market | $ | 24,850 | $ | — | $ | — | $ | 24,850 | ||||||||
Liability: | ||||||||||||||||
Warrant Liability | $ | — | $ | — | $ | 516 | $ | 516 | ||||||||
In fiscal year 2010, the Company issued a Series A-1 preferred stock warrant that contained a price protection clause that provides that the exercise price of the warrants is to be adjusted downwards upon the Company issuing Additional Stock (as defined in the warrant agreement) at more favorable pricing. As a result of this price protection clause, the Company determined that the warrant is not considered indexed to the Company’s own stock and as a result recorded the warrant as a liability measured at fair value at the time of issuance. The Company records “mark-to-market” adjustments each reporting period under other income expense, net. As the warrant’s fair value is based on significant inputs that are not observable in the market, they are categorized as Level 3. Changes in warrant liability (see Note 4) consisted of the following during: | ||||||||||||||||
Year Ended | Six months Ended | |||||||||||||||
December 31, | June 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Balance, beginning of period | $ | 296 | $ | 684 | ||||||||||||
Change in fair value of convertible preferred stock warrant liability | 388 | (168 | ) | |||||||||||||
Balance, end of period | $ | 684 | $ | 516 | ||||||||||||
Since all carrying amounts of these investments approximate fair value, no other comprehensive income or loss has been recognized. There were no sales, purchases, settlements, or transfers in or out of Level 3 liabilities. | ||||||||||||||||
Other financial instruments not measured at fair value on the accompanying consolidated balance sheets at December 31, 2013 and June 30, 2014, but which require disclosure of their fair values include accounts receivable, accounts payable, accrued expenses and debt. The estimated fair values of such instruments at December 31, 2013 and June 30, 2014 approximated their carrying values. The fair values of all of these instruments are categorized as Level 2 in the fair value hierarchy. | ||||||||||||||||
Quantitative Information about Level 3 Fair Value Measurements | ||||||||||||||||
The significant unobservable inputs used in the fair value measurement of the Company’s convertible preferred stock warrant: | ||||||||||||||||
Fair Value | Fair Value | Significant | ||||||||||||||
at December 31, | at June 30, | Valuation | unobservable | |||||||||||||
2013 | 2014 | technique | input | |||||||||||||
Convertible preferred warrant liability | $ | 684 | $ | 516 | Monte Carlo | Value of underlying | ||||||||||
Simulation | Series A-1 | |||||||||||||||
preferred stock, | ||||||||||||||||
volatility, and expected term. | ||||||||||||||||
Sensitivity to Changes in Significant Unobservable Inputs | ||||||||||||||||
The significant unobservable inputs used in the fair measurement of the warrant are the volatility of the underlying stock value, expected term, and the value of the Company’s Series A-1 preferred stock. Significant increases (decreases) in these unobservable inputs in isolation could result in a significantly different fair value measurement. | ||||||||||||||||
Income Taxes | ||||||||||||||||
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss (NOL) and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce their deferred tax assets to the net amount that is more likely than not to be realized. | ||||||||||||||||
The Company utilizes a two-step approach to evaluate tax positions. Recognition, step one, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not (MLTN) to be sustained upon examination. The MLTN standard is met when the likelihood of occurrence is greater than 50%. Measurement, step two, is addressed only if step one is satisfied. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is MLTN to be realized upon ultimate settlement with tax authorities. If a position does not meet the MLTN threshold for recognition in step one, no benefit is recorded until the first subsequent period in with the MLTN standard is met, the issue is resolved with the tax authority, or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines that the position is no longer MLTN to be sustained. | ||||||||||||||||
The Company recognizes interest and penalties related to income taxes in income tax expense. | ||||||||||||||||
Accounting for Impairment of Long-Lived Assets | ||||||||||||||||
The Company evaluates the recoverability of property, equipment and software and other assets, including identifiable intangible assets with definite lives, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. There were no impairment charges recorded in any of the periods presented. | ||||||||||||||||
Advertising Costs | ||||||||||||||||
The Company’s policy is to expense all advertising costs as incurred. Advertising expense includes costs for user conferences, tradeshows, print marketing and design consulting. Advertising expense was $972 and $851 for the three months ended June 30, 2013 and 2014, respectively, and was $1.4 million and $1.6 million for the six months ended June 30, 2013 and 2014, respectively, and is included in sales and marketing expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
Stock-Based Compensation | ||||||||||||||||
The Company’s stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award. Determining the appropriate fair value and calculating the fair value of share-based awards requires judgment, including estimating share price volatility, forfeiture rates, expected dividends, and expected life. The Company calculates the fair value of each restricted stock unit award to employees on the date of grant and to non-employees on each measurement date based on the fair value of its common stock. The Company calculates the fair value of each option award on the date of grant under the Black-Scholes option pricing model using certain assumptions. For nonemployee consultants, the Company revalues the unvested options at each measurement period. | ||||||||||||||||
The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company’s current estimate of volatility is based on the volatility of comparable public companies. To the extent volatility of the Company’s stock price increases in the future, the Company’s estimates of the fair value of options granted in the future could increase, thereby increasing stock-based compensation in future periods. The computation of expected lives was based on expectations of future employee behavior. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation. To the extent the Company revises this estimate in the future; its stock-based compensation could be materially impacted in the year of revision. | ||||||||||||||||
Segments | ||||||||||||||||
The Company’s chief operating decision maker (CODM), its Chief Executive Officer, reviews financial information for the Company on a consolidated basis. The Company manages its business on the basis of one operating segment. The Company’s principal decision-making functions are located in the United States. | ||||||||||||||||
Earnings Per Share | ||||||||||||||||
The Company applies the two-class method for calculation and presenting earnings per share. Under the two-class method, net income is allocated between common units and other participating securities based on their participating rights. Participating securities are defined as securities that participate in dividends with common units according to a pre-determined formula or a contractual obligation to share in the income of the entity. Basic net (loss) income per common unit is calculated by dividing the net income by the weighted-average number of common units outstanding for the period. Diluted net income per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. Due to the net losses for the three months ended June 30, 2013 and the six months ended June 30, 2013, there is no impact or change in presentation as a result of applying the two-class method. | ||||||||||||||||
Concentration of Risk | ||||||||||||||||
As of December 31, 2013, one customer accounted for 14% of outstanding gross accounts receivable. This customer is an advertising agency. There were no customers that accounted for more than 10% of revenue during the years ended December 31, 2013. Branches or divisions of an advertiser that operate under distinct contracts are generally considered as separate customers. In particular, the Company treats as separate customers different groups within global advertising agencies if they are based in different jurisdictions or with respect to which the Company negotiated and manages separate contractual relationships. | ||||||||||||||||
Three media vendors individually accounted for 26%, 18% and 12% of total media cost for the year ended December 31, 2013. | ||||||||||||||||
Foreign Currency Translation and Transactions | ||||||||||||||||
The consolidated financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchanges rates in effect during the period. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders’ equity, on the accompanying consolidated balance sheets. Foreign exchange transaction gains and losses have not been material to the Company’s consolidated financial statements for all periods presented. | ||||||||||||||||
Deferred Offering Costs | ||||||||||||||||
Deferred offering costs consisted primarily of direct incremental costs related to the Company’s initial public offering of its common stock. The Company recorded $129 and $2.1 million of deferred offering costs in other assets on the Company’s condensed consolidated balance sheets as of December 31, 2013 and June 30, 2014, respectively. Upon completion of the initial public offering (IPO), described in Note 12, subsequent to June 30, 2014, these amounts were offset against the proceeds of the offering. | ||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under U.S. generally accepted accounting principles (GAAP) when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard will be effective for us in the first quarter of 2017. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard it will have on its consolidated financial statements and related disclosures. | ||||||||||||||||
Reclassifications | ||||||||||||||||
In 2014, the Company reclassified certain prior period balance sheet amounts to conform to the presentation as of June 30, 2014. Such reclassifications did not have a material impact on the Company’s condensed consolidated financial statements. |
Property_Equipment_and_Softwar
Property, Equipment and Software | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Equipment and Software | ' | |||||||
2. Property, Equipment and Software | ||||||||
Property, equipment and software as of December 31, 2013 and June 30, 2014 consisted of the following: | ||||||||
December 31, | June 30, | |||||||
2013 | 2014 | |||||||
Computer and office equipment | $ | 607 | $ | 823 | ||||
Capitalized internal use software costs | 636 | 770 | ||||||
Furniture and fixtures | 369 | 517 | ||||||
Software | 73 | 152 | ||||||
Leasehold improvements | 202 | 208 | ||||||
Construction in process | — | 1,300 | ||||||
1,887 | 3,770 | |||||||
Less accumulated depreciation and amortization | (420 | ) | (728 | ) | ||||
Total | $ | 1,467 | $ | 3,042 | ||||
Total depreciation and amortization expense, excluding amortization of capitalized internal use software costs, was $48 and $109 for three months ended June 30, 2013 and 2014, respectively and $80 and $199 for the six months ended June 30, 2013 and 2014, respectively. The amortization expense of capitalized internal use software costs was $13 and $58 for three months ended June 30, 2013 and 2014, respectively and $14 and $109 and for the six months ended June 30, 2013 and 2014, respectively and is recorded in cost of revenue. |
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accrued Liabilities | ' | |||||||
3. Accrued Liabilities | ||||||||
Accrued liabilities at December 31, 2013 and June 30, 2014, consisted of the following: | ||||||||
December 31, | June 30, | |||||||
2013 | 2014, | |||||||
Accrued media costs | $ | 28,603 | $ | 20,239 | ||||
Sales commissions | 1,296 | 2,200 | ||||||
Payroll and related expenses | 1,750 | 1,954 | ||||||
Other accrued expenses | 1,321 | 1,235 | ||||||
Customer rebates | 1,444 | 1,303 | ||||||
$ | 34,414 | $ | 26,931 | |||||
Accrued media costs consist of amounts owed to the Company’s vendors for impressions delivered through December 31, 2013 and June 30, 2014. |
Debt_Obligations
Debt Obligations | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Obligations | ' | |||||||
4. Debt Obligations | ||||||||
Note Payable | ||||||||
Growth Capital Term-Debt and Working Capital Line of Credit | ||||||||
On August 21, 2013, the Company entered into an amended and restated loan and security agreement providing for a growth capital facility and a revolving line of credit. Under the growth capital facility, the Company has the ability to borrow a maximum of $4.25 million in growth capital term loan advances, which bear an interest rate of 4.75% and are secured by the Company’s assets. Under the revolving line of credit, the Company may be advanced up to $20 million based on 80% of eligible accounts receivable less the outstanding growth capital term loan balance at the advance date as defined in the amended agreement. Monthly payments of principal and interest are payable in equal installments. As of June 30, 2014, the balance of the growth capital loan was $2.084 million, less the remaining warrant discount of $5 for a net balance of $2.079 million. | ||||||||
On April 18, 2014, the Company entered into an amendment to its amended and restated loan and security agreement dated August 21, 2013. The amendment increased the revolving line of credit to $35 million, extended the availability and maturity of the revolving line through April 1, 2016, and added a new $3 million equipment term loan facility. The amendment also introduced a new financial covenant that requires the Company meet certain minimum revenue levels. As of June 30, 2014, the Company had available borrowings under the revolving line of credit of $21.8 million. | ||||||||
Under the amended and restated loan and security agreement, as amended, the Company may borrow under the revolving line of credit up to the lesser of (a) $35 million, and (b) a borrowing base equal to 80% of eligible accounts receivable as defined in the agreement, as amended. If the Company’s trailing six-month EBITDA as defined in the amendment is less than $1,000,000, then the outstanding amount of advances under the equipment loan facility are deducted from availability. Advances under the line of credit accrue interest at a floating per annum rate equal to the Western Edition Wall Street Journal prime rate. While the interest rate applicable to outstanding advances under the revolving line did not change under the amendment, the Company is now required to pay a minimum amount of interest equal to the amount of interest that would accrue per quarter on a notional outstanding principal balance of $2 million, or $1 million if the Company maintains more than $50 million in deposits with the lender. There were $11.8 million in outstanding borrowings under this line as of June 30, 2014. As of June 30, 2014, the Company was not in compliance with a covenant requiring it to maintain 80% of its cash in accounts with the lender. A waiver was obtained and the Company rectified its non-compliance on July 23, 2014. | ||||||||
If the combined amount of the Company’s cash on deposit with the lender, plus the availability under the revolving line of credit is less than $10 million, then the Company is required to deliver additional reporting, collections on accounts receivable are applied to immediately reduce the outstanding amount of advances under the revolving line, and the lender is allowed to take, in good faith, additional reserves against availability under the revolving line. | ||||||||
Under the amended and restated loan and security agreement, as amended, the lender has also made available the $3 million equipment loan facility that can be used to finance the costs related to new equipment purchases that are approved by the lender. The Company may request advances under the equipment term loan facility through December 31, 2014, and outstanding amounts under that facility bear interest at a floating annual rate of interest equal to the prime rate plus half of one percent (0.5%). The Company is required to repay each equipment term loan in 36 equal monthly payments of principal plus accrued interest commencing on the first day of the month immediately following the funding of each equipment term loan. There were no outstanding borrowings under the equipment loan facility as of June 30, 2014. | ||||||||
Future Payments | ||||||||
Future principal payments of long-term debt as of June 30, 2014 were as follows: | ||||||||
2014 (remaining 6 months) | $ | 720 | ||||||
2015 | 1,364 | |||||||
Total | 2,084 | |||||||
Discount | (5 | ) | ||||||
Less current portion | (1,452 | ) | ||||||
Noncurrent portion of debt | $ | 627 | ||||||
Warrants | ||||||||
In connection with a note payable issued in March 2010, the Company issued a warrant to purchase 77,161 shares of Series A-1 preferred stock at a price of $0.8748 per share. The warrant will expire in 2010. The warrants contain a down round protection clause. The Company accounted for the warrant at fair value and recorded it as a liability in accordance with FASB ASC Subtopic 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity. Changes in the fair value of the warrant from the date of issuance up to the balance sheet date are included in the accompanying consolidated statements of operations and comprehensive loss during the year. The fair value of the warrant liability is based on a Monte Carlo Simulation that utilizes various assumptions, including expected term, volatility, risk-free interest rate, share issuance frequency, and exercise price. | ||||||||
The following assumptions were used at December 31, 2013 and June 30, 2014: | ||||||||
December 31, | June 30, | |||||||
2013 | 2014, | |||||||
Risk-free interest rate | 3.04 | % | 2.53 | % | ||||
Expected volatility | 80 | % | 80 | % | ||||
Expected lives | 6.3 years | 5.8 years | ||||||
Fair value of underlying equity | $ | 9.4 | $ | 7 | ||||
The Company recorded the fair value of the warrant at issuance of $56 as a discount to the note payable to be amortized over the three year life of the loan. | ||||||||
The warrant liability recorded by the Company was $684 and $516 at December 31, 2013 and June 30, 2014, respectively. A revaluation loss (gain) of $20 and $(449) during the three months ended June 30, 2013 and 2014, respectively and $19 and $(168) during the six months ended June 30, 2013 and 2014, respectively, relating to the change in fair value in each year. | ||||||||
In February 2012, in conjunction with entering into an agreement governing the line of credit and growth capital facility, the Company issued a warrant to purchase 25,000 shares of common stock at a price of $0.60 per share. The warrant will expire on February 1, 2022. The common stock is not redeemable and accordingly under FASB ASC Topic 480, Distinguishing Liabilities from Equity and ASC Topic 815, Derivative and Hedging, was determined to be classified as equity. The Company recorded the fair value of the warrant at issuance of $12 as a discount to the loan to be amortized over the three year life of the loan. The fair value of the warrant is based on a Monte Carlo Simulation that utilized a risk-free interest rate of 1.97%, expected volatility of 80.00%, expected life of ten years and exercise price of $0.30. The Company recognized amortization of $0.8 during each of the three months ended June 30, 2013 and 2014 and $1.6 during each of the six months ended June 30, 2013 and 2014. | ||||||||
TubeMogul Japan Inc. Financing | ||||||||
In December 2012, the Company’s subsidiary TubeMogul Japan Inc. raised $232 from an investor through the issuance of a convertible note to finance its operations in Japan. In February 2013, the Company’s subsidiary raised an additional $187 in financing from three new investors, of which one is a member of the Company’s Board of Directors, through the issuance of convertible notes, to secure additional financing for our wholly-owned subsidiary in Japan. The notes are non-interest bearing and non-collateralized. | ||||||||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||
Stockholders' Equity | ' | |||||||||||||||||||
5. Stockholders’ Equity | ||||||||||||||||||||
Convertible Preferred Stock Financing | ||||||||||||||||||||
Series A, A-1, B and C Convertible Preferred Stock at December 31, 2013 and June 30, 2014 consisted of the following and the preferred stock financing issuance costs were insignificant and netted against the financing raised: | ||||||||||||||||||||
Shares | Issuance | |||||||||||||||||||
Shares | Issued and | Price Per | Carrying | Liquidation | ||||||||||||||||
Authorized | Outstanding | Share | Value(1) | Preference | ||||||||||||||||
Series A | 4,177,390 | 1,257,838 | $ | 1.21 | $ | 1,448 | $ | 1,525 | ||||||||||||
Series A(2) | — | 830,866 | 0.9093 | 756 | 1,007 | |||||||||||||||
Series A-1 | 7,847,028 | 3,675,129 | 0.8748 | 3,128 | 3,215 | |||||||||||||||
Series A-1(2) | — | 171,228 | 0.6998 | 120 | 150 | |||||||||||||||
Series B | 10,298,658 | 5,149,330 | 1.942 | 9,896 | 10,000 | |||||||||||||||
Series C | 8,851,871 | 4,425,939 | 6.4748 | 28,564 | 28,658 | |||||||||||||||
Balance as of December 31, 2013 and June 30, 2014 | 31,174,947 | 15,510,330 | $ | 43,912 | $ | 44,555 | ||||||||||||||
-1 | Amounts are net of issuance costs. | |||||||||||||||||||
-2 | Automatic note conversion triggered by the convertible preferred Series A financing in February 2008 and the convertible preferred Series A-1 financing in March 2009. | |||||||||||||||||||
Conversion Rights | ||||||||||||||||||||
Each share of preferred stock is convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into a number of fully paid and nonassessable shares of common stock as is determined by dividing the original per share purchase price for such share of preferred stock by the per share conversion price for the respective share of preferred stock in effect at the time of conversion (the Conversion Rate). The conversion price for the preferred stock shall initially be $1.2124 for the Series A preferred stock, $0.8748 for the Series A-1 preferred stock, $1.9420 for the Series B preferred stock, and $6.4748 for the Series C preferred stock (the Conversion Price), and shall be subject to adjustment as provided below. | ||||||||||||||||||||
Automatic Conversion | ||||||||||||||||||||
Each share of preferred stock shall automatically be converted into fully paid and nonassessable shares of common stock, at the Conversion Rate effective for such series of preferred stock upon the earlier of (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of Company’s common stock, provided that the aggregate gross proceeds to the Company in the offering (before deduction of underwriting discounts, commissions and registration expenses) are not less than $50 million and with a preoffering valuation of the Company of at least $300 million; or (ii) the date specified by vote or written consent of (1) the holders of at least a majority of the then outstanding shares of preferred stock, voting together as a single class on an as-converted basis and (2) with respect to the shares of Series C preferred stock, in the event that such conversion is being effected in contemplation of (A) a liquidation event and the amount to be received by a holder of Series C preferred stock would be greater is such holder did not convert shares of Series C preferred stock into shares of common stock; or (B) a public offering (other than a qualified public offering described above) covering the offer and sale of the common stock and the price per share in such offering is less than the original Series C preferred stock issuance price, then the holders of a majority of the then outstanding shares of Series C preferred stock voting together as a separate class. | ||||||||||||||||||||
Adjustment of Conversion Price for Dilutive Issuances | ||||||||||||||||||||
In the event the Company issues additional shares of common stock after the preferred stock original issue date without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to such issuance, then and in each such event (subject to customary exceptions) the Conversion Price shall be reduced to a price equal to such Conversion Price multiplied by the following fraction: | ||||||||||||||||||||
(i) the numerator of which is equal to the number of shares of common stock outstanding or deemed to be outstanding immediately prior to such issuance plus the number of shares of common stock, which the aggregate consideration received by the Company for the total number of additional shares of common stock so issued would purchase at the Conversion Price in effect immediately prior to such issuance; and | ||||||||||||||||||||
(ii) the denominator of which is equal to the number of shares of common stock outstanding or deemed to be outstanding immediately prior to such issuance plus the number of additional shares of common stock so issued. | ||||||||||||||||||||
Dividends | ||||||||||||||||||||
The holders of the then outstanding preferred stock shall be entitled to receive, on a pari-passu basis, when and as declared by the board of directors, out of assets legally available therefore, prior and in preference to any declaration or payment of any dividend on the common stock (payable other than in common stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of common stock), dividends at the annual rate of $0.0970 per share of Series A preferred stock, $0.06998 per share of Series A-1 preferred stock, $0.15536 per share of Series B preferred stock, and $0.5180 per share of Series C preferred stock, each as adjusted for any stock splits, reverse stock splits, stock dividends, and similar recapitalization events. No dividends shall be paid on any share of common stock unless a dividend (in addition to the amount of any dividends paid pursuant to the above provisions) is paid with respect to all outstanding shares of preferred stock in an amount for each such share of preferred stock equal to or greater than the aggregate amount of such dividends for all shares of common stock into which each such share of preferred stock could then be converted. The right to dividends on shares of preferred stock shall not be cumulative, and no right shall accrue to holders of preferred stock by reason of the fact that dividends on said shares are not declared in any period, nor shall any undeclared or unpaid dividend bear or accrue interest. No dividends have been declared on the Company’s preferred stock through June 30, 2014. | ||||||||||||||||||||
Liquidation Preference | ||||||||||||||||||||
In the event of the liquidation, dissolution, or winding up of the Company either voluntarily or involuntarily (including a deemed liquidation event), the assets and funds of the Company available for distribution to stockholders shall be distributed as follows: | ||||||||||||||||||||
The holders of the preferred stock then outstanding shall be entitled to receive, on a pari-passu basis with respect to all series of preferred stock and prior and in preference to any distribution of the assets of the Company to the holders of common stock an amount equal to the sum of $1.2124 per share for the Series A preferred stock, $0.8748 per share for the Series A-1 preferred stock, $1.9420 per share for the Series B preferred stock, and $6.4748 per share for the Series C preferred stock and (ii) all declared but unpaid dividends (if any) on such share of preferred stock. If, upon the occurrence of such event, the assets of the corporation legally available for distribution are insufficient to permit the payment to the holders of the preferred stock of the full preferential amount, then the entire assets and funds available for distribution to stockholders shall be distributed with equal priority and pro rata among the holders of the preferred stock, in proportion to the full preferential amounts that they would be entitled to receive. | ||||||||||||||||||||
After the full preferential amounts due the holders of preferred stock have been paid or set aside, any remaining assets or funds of the corporation available for distribution to its stockholders shall be distributed to the holders of common stock ratably in proportion to the number of shares of common stock then held by each holder. | ||||||||||||||||||||
Voting Rights | ||||||||||||||||||||
Each holder of preferred stock shall be entitled to a number of votes equal to the number of whole shares of common stock into which such holder’s shares of preferred stock could then be converted and, except as otherwise required by law, shall have voting rights and powers equal to the voting rights and powers of the common stock. | ||||||||||||||||||||
At each election of directors of the Company, (i) for so long as at least 1,000,000 shares of Series A-1 preferred stock and at least 1,000,000 shares of Series B preferred stock remain outstanding, the holders of Series A preferred stock and Series A-1 preferred stock, voting as a separate class, shall be entitled to elect one director, (ii) the holders of Series B preferred stock, voting as a separate class, shall be entitled to elect one director, (iii) the holders of common stock, voting as a separate class, shall be entitled to elect two directors and (iv) the holders of all preferred stock and common stock, voting together as a single class on an as-converted basis, shall be entitled to elect the remaining directors of the Company. | ||||||||||||||||||||
Redemption | ||||||||||||||||||||
The convertible preferred stock is not redeemable. | ||||||||||||||||||||
Protective Provisions | ||||||||||||||||||||
As long as shares of preferred stock are outstanding, the Company shall not, without first obtaining the affirmative vote or written consent of the requisite holders: (i) modify the rights, preferences, privileges, or restrictions of the preferred stock so as to adversely affect the preferred stock; (ii) increase the total number of authorized shares of common stock or preferred stock; (iii) authorize or issue, or obligate itself to issue, any other equity security having preference senior to, or on a parity with, the Series C preferred stock with respect to dividends, liquidation, redemption, or voting; (iv) declare or pay any dividend on the common stock, other than a dividend payable solely in shares of Common Stock; (v) redeem, purchase, or otherwise acquire any shares of common stock or preferred stock other than in connection with (i) the repurchase of common stock at the original purchase price from employers, officers, directors, consultants, or other service providers pursuant to the agreements providing for such repurchase upon termination of employment, or (ii) the exercise of a contractual right of first refusal entitling the Company to purchase such shares upon substantially the same terms offered by a third party, provided that the purchase is approved by the board; (vi) effect a reclassification, recapitalization, or similar event, by merger or reorganization or otherwise, with respect to any outstanding shares of the Company’s common stock; (vii) consent to or consummate a liquidation event; (viii) create a subsidiary of the Company; (ix) change the authorized number of directors of the Company; (x) amend the articles of incorporation or bylaws of the Company; (xi) incur indebtedness or guaranty of more than $50 in the aggregate or at any one time, unless unanimously approved by the board of directors; or (xii) transfer or grant of any rights to the Company’s intellectual property, other than licenses incidental to sales of the Company’s products in the ordinary course of business. In addition, as long as shares of Series A preferred stock, Series A-1 preferred stock, Series B preferred stock or Series C preferred stock are outstanding, the Company shall not without first obtaining approval of the holders of a majority of the then outstanding shares of Series A preferred stock, Series A-1 preferred stock, Series B preferred stock or Series C preferred stock, voting as a separate series, alter or change the rights, preferences or privileges of the shares of Series A preferred stock, Series A-1 preferred stock, Series B preferred stock or Series C preferred stock so as to affect such series adversely, but not so affect all other outstanding series of preferred stock. Furthermore, as long as shares of Series C preferred are outstanding, the Company shall not without first obtaining the approval of the holders of a majority of the then outstanding shares of Series C preferred stock, voting as a separate series: (i) amend, alter, or repeal any provision of the articles of incorporation of the Company in a manner that adversely alters or change the rights, preferences, or privileges of the holders of Series C preferred stock; (ii) authorize, create, issue, or obligate itself to issue any new class or series of shares having rights, preferences or privileges senior to Series C preferred stock; or (iii) amend the section in the articles of incorporation providing these protections. | ||||||||||||||||||||
Common Stock | ||||||||||||||||||||
The Company has authorized 62,000,000 shares of common stock, par value $0.001 per share, as of December 31, 2013 and June 30, 2014, respectively. At December 31, 2013 and June 30, 2014, there were 6,674,757 and 6,958,437 shares issued and outstanding, respectively. | ||||||||||||||||||||
Shares of common stock were reserved for the following: | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2013 | 2014 | |||||||||||||||||||
Options and RSUs outstanding under the 2007 stock option plan | 4,290,057 | 4,432,629 | ||||||||||||||||||
Conversion of Series A, A-1, B and C preferred stock | 15,510,330 | 15,510,330 | ||||||||||||||||||
Convertible preferred stock warrants to purchase Series A-1 | 77,161 | 77,161 | ||||||||||||||||||
preferred stock | ||||||||||||||||||||
Convertible preferred stock warrants to purchase common stock | 25,000 | 25,000 | ||||||||||||||||||
19,902,548 | 20,045,120 | |||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Commitments and Contingencies | ' | |||
6. Commitments and Contingencies | ||||
Lease Commitments | ||||
Effective November 2011, the Company entered into a new corporate office lease and simultaneously entered into a sublease agreement for its previous office. As a result, the Company recorded a charge of $103. The Company entered into two sublease agreements for additional space at its corporate headquarters in July 2008 and July 2013. The new lease terminates on February 28, 2017 and the subleases expire on July 31, 2014 and May 31, 2016, respectively. | ||||
At various dates throughout 2013 and during the six months ended June 30, 2014, the Company entered into leases for office space. The leases expire at various dates through 2018. | ||||
The Company’s commitments for minimum rentals under these leases as of June 30, 2014 are as follows: | ||||
Operating | ||||
leases | ||||
2014 (remaining 6 months) | $ | 1,630 | ||
2015 | 1,681 | |||
2016 | 1,489 | |||
2017 | 1,020 | |||
2018 | 819 | |||
Thereafter | 1,344 | |||
Total minimum lease payments | $ | 7,983 | ||
Rent expense was $258 and $546 for the three months ended June 30, 2013 and 2014, respectively and $481 and $1,038 for the six months ended June 30, 2013 and 2014, respectively. | ||||
Irrevocable Standby Letter of Credit | ||||
On July 2, 2013, the Company entered into an irrevocable standby letter of credit in the amount of $334 for the benefit of its sub landlord. The irrevocable standby letter of credit is for a one-year term and expires on July 2, 2014 and may be canceled prior to the expiration date upon the written request of the beneficiary. The letter of credit was automatically renewed on July 2, 2014 and the expiration date was extended to July 2, 2015. | ||||
In February 2014, the Company entered into an irrevocable standby letter of credit in the amount of $408 for the benefit of one of its lessors. The irrevocable standby letter of credit is for a one year term and expires in February 2015 and may be canceled prior to the expiration date upon the written request of the beneficiary. | ||||
The Company is contractually required to keep the letters of credit for the term of the lease, therefore, the letters of credit are recorded as restricted cash and are classified as long-term assets on the condensed consolidated Balance Sheets. | ||||
Legal | ||||
The Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position or results of operations. |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
7. Stock-Based Compensation | ||||||||||||||||
On April 1, 2007, the shareholders of the Company adopted the TubeMogul, Inc. 2007 Equity Incentive Plan (the Plan) that authorized the granting of incentive and nonqualified stock options, stock awards (including restricted stock units), and stock appreciation rights to purchase shares of the common stock of the Company. Under the Plan, shares of common stock are reserved for the issuance of incentive stock options (ISOs) or nonstatutory stock options (NSOs) to eligible participants. Options granted generally vest over a four-year term from the date of grant, at a rate of 25% after one year, then monthly on a straight-line basis thereafter. Options granted generally are exercisable for up to 10 years from the date of grant. Common shares purchased under the Plan are subject to certain restrictions, including the right of first refusal by the Company for sale or transfer of shares to outside parties. The Company’s right of first refusal terminates upon completion of an initial public offering of common stock. Restricted Stock Units (RSUs) granted are generally released from restriction over a four year term from the date of grant, as a rate of 25% after one year, then quarterly on a straight-line basis thereafter. | ||||||||||||||||
The Company has authorized 6,093,703 shares of common stock at December 31, 2013 and June 30, 2014 under the 2007 Equity Compensation Plan for the grant of incentive and nonqualified stock options, stock awards (including restricted stock units), and stock appreciation rights to employees, directors, consultants, and other service providers for the Company or related companies. | ||||||||||||||||
The following table summarizes the Plan’s stock option activity: | ||||||||||||||||
Weighted- | Weighted | |||||||||||||||
average | average | |||||||||||||||
Outstanding | exercise | remaining | Aggregate | |||||||||||||
number of | price per | contractual | intrinsic | |||||||||||||
shares | share | life | value | |||||||||||||
Balance at December 31, 2013 | 4,290,057 | $ | 1.28 | 8 | $ | 24,973 | ||||||||||
Options granted | 140,500 | 7.38 | ||||||||||||||
Options exercised | (283,677 | ) | 0.83 | |||||||||||||
Options canceled | (135,480 | ) | 2.48 | |||||||||||||
Balance at June 30, 2014 | 4,011,400 | $ | 1.48 | 7.61 | $ | 42,186 | ||||||||||
Options exercisable and vested at June 30, 2014 | 2,056,016 | $ | 0.75 | 3.04 | $ | 23,142 | ||||||||||
Options vested and expected to vest at June 30, 2014 | 3,531,316 | $ | 1.4 | 6.58 | $ | 37,440 | ||||||||||
The weighted average fair value of options granted was $1.69 for the three months ended June 30, 2013, no options were granted during the three months ended June 30, 2014 and $1.69 and $4.51 for the six months ended June 30, 2013 and 2014, respectively. The aggregate intrinsic fair value of options granted was $301 for the three months ended June 30, 2013, no options were granted during the three months ended June 30, 2014 and $301 and $7.2 million for the six months ended June 30, 2013 and 2014, respectively. | ||||||||||||||||
At June 30, 2014, the fair value of vested options $681, respectively. | ||||||||||||||||
The fair value of options granted to employees is estimated on the date of grant and to non-employees at each measurement period using the Black-Scholes-Merton option valuation model. This share-based compensation expense valuation model requires the Company to make assumptions and judgments regarding the variables used in the calculation. These variances include the expected term (weighted average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s common stock, expected risk-free interest rate, expected dividends, and the estimated forfeitures of unvested stock options. To the extent actual results differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. The Company uses the simplified calculation of expected term, as the Company does not have sufficient historical data to use any other method to estimate expected term. Expected volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The expected risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on the Company’s historical experience. | ||||||||||||||||
The following assumptions were used to calculate the fair value of options for employees: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2013 | 2013 | 2014 | ||||||||||||||
Risk-free interest rate | 1.2% to 1.4% | 1.2% to 1.4% | 1.8% to 2.0% | |||||||||||||
Dividend yield | — % | — % | — % | |||||||||||||
Volatility | 68% to 69% | 68% to 69% | 66% to 67% | |||||||||||||
Expected term | 5.2 to 6.1 years | 5.2 to 6.1 years | 6.0 to 6.4 years | |||||||||||||
The following assumptions were used to calculate the fair value of options for non-employees: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Risk-free interest rate | 0.9% to 2.4% | 2.0% to 2.4% | 0.9% to 2.4% | 2.0% to 2.4% | ||||||||||||
Dividend yield | — % | — % | — % | — % | ||||||||||||
Volatility | 65% to 68% | 63% to 65% | 65% to 68% | 63% to 65% | ||||||||||||
Expected term | 5.6 to 9.3 years | 6.0 to 8.7 years | 5.6 to 9.3 years | 6.0 to 8.7 years | ||||||||||||
The following table summarizes the Plan’s RSUs activity: | ||||||||||||||||
Weighted- | Weighted | |||||||||||||||
Outstanding | Average | average | ||||||||||||||
number of | Grant Date | remaining | ||||||||||||||
shares | Fair Value | contractual life | ||||||||||||||
Balance at December 31, 2013 | — | $ | — | — | ||||||||||||
RSUs granted | 448,729 | 10 | 3.7 | |||||||||||||
RSUs canceled | (27,500 | ) | 11 | |||||||||||||
Balance at June 30, 2014 | 421,229 | $ | 11 | 3.7 | ||||||||||||
The fair value of RSUs granted to employees is estimated on the date of grant and to non-employees at each measurement period using the fair value of the underlying common stock. | ||||||||||||||||
At June 30, 2014, there was approximately $6.2 million respectively, of total unrecognized compensation cost related to unvested stock-based compensation arrangements granted under the compensation plan. The remaining unrecognized compensation cost is expected to be recognized over the weighted average remaining vesting period of approximately 3.4 years and 6.6 years at December 31, 2013 and June 30, 2014, respectively. | ||||||||||||||||
The following table summarizes the effects of share-based compensation in the Company’s accompanying consolidated statements of operations: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Research and development | $ | 27 | $ | 209 | $ | 50 | $ | 311 | ||||||||
Sales and marketing | 35 | 193 | 63 | 333 | ||||||||||||
General and administrative | 67 | 230 | 118 | 404 | ||||||||||||
Total stock-based compensation | $ | 129 | $ | 632 | $ | 231 | $ | 1,048 | ||||||||
Net_Loss_Income_Per_Share
Net (Loss) Income Per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Net (Loss) Income Per Share | ' | |||||||||||||||
8. Net (loss) income per Share | ||||||||||||||||
The Company calculates its basic and diluted net (loss) income per share in conformity with the two-class method required for companies with participating securities. Under the two-class method, in periods when the Company has net income, net income is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and convertible preferred stock. In computing diluted net income, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. | ||||||||||||||||
The Company’s basic net (loss) income per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. | ||||||||||||||||
The net income per share attributable to common stockholders is allocated based on the contractual participation rights of the preferred stock as if the income for the year has been distributed. Net income is first allocated to participating securities’ dividends. Undistributed net income for a given period is apportioned to participating securities based on the weighted-average shares of each class of common stock outstanding during the applicable period as a percentage of the total weighted-average shares outstanding during the same period. | ||||||||||||||||
Basic net income per share of common stock is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted-average shares of common stock outstanding. | ||||||||||||||||
Diluted net (loss) income per share attributable to common stockholders is computed by dividing net (loss) income attributable to common stockholders by the weighted-average shares outstanding, including potentially dilutive shares of common stock assuming the dilutive effect of potential shares of common stock for the period determined using the treasury stock method. For purpose of this calculation, convertible preferred stock of 15.5 million shares, options to purchase common stock of 1.5 million shares and preferred and common stock warrants of 102 are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share for the three and six months ended June 30, 2013, as their effect is antidilutive given that the Company had net losses for these periods. | ||||||||||||||||
The numerators and denominators of the basic and diluted EPS computations for the Company’s common stock are calculated as follows (in thousands, except per share data): | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Basic | ||||||||||||||||
Numerator | ||||||||||||||||
Net (loss) income | $ | (2,606 | ) | $ | 2,084 | $ | (4,510 | ) | $ | 1,317 | ||||||
Noncumulative dividends on convertible preferred stock | — | (891 | ) | — | (1,317 | ) | ||||||||||
Undistributed earnings allocated to participating securities | — | (824 | ) | — | — | |||||||||||
Allocation of distributed earnings attributable to common stockholders | $ | (2,606 | ) | $ | 369 | $ | (4,510 | ) | $ | — | ||||||
Denominator | ||||||||||||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - basic | 6,609,434 | 6,939,232 | 6,599,316 | 6,867,271 | ||||||||||||
Net income per share attributable to common stockholders, basic | $ | (0.39 | ) | $ | 0.05 | $ | (0.68 | ) | $ | — | ||||||
Diluted | ||||||||||||||||
Numerator | ||||||||||||||||
Net (loss) income attributable to common stockholders, diluted | $ | (2,606 | ) | $ | 369 | $ | (4,510 | ) | $ | — | ||||||
Denominator | ||||||||||||||||
Number of shares used for basic EPS computation | 6,609,434 | 6,939,232 | 6,599,316 | 6,867,271 | ||||||||||||
Convertible preferred stock | — | 15,510,314 | — | 15,510,314 | ||||||||||||
Employee stock options and RSUs | — | 3,223,621 | — | 3,213,087 | ||||||||||||
Warrants | — | 93,263 | — | 93,002 | ||||||||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - diluted | 6,609,434 | 25,766,430 | 6,599,316 | 25,683,673 | ||||||||||||
Net income per share attributable to common stockholders, diluted | $ | (0.39 | ) | $ | 0.01 | $ | (0.68 | ) | $ | — | ||||||
Employee_Benefit_Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2014 | |
Employee Benefit Plans | ' |
9. Employee Benefit Plans | |
The Company started a 401(k) Profit Sharing Plan (the Plan), effective January 1, 2009 for employees who are 21 years of age or older. According to the terms of the Plan, the Company may make a discretionary contribution to the Plan each year, allocable to all plan participants. The Company does not match employee contributions and is responsible for administrative expenses of the 401(k) Plan. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes | ' |
10. Income Taxes | |
The Company is subject to income tax in the United States 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 to be reinvested indefinitely. | |
The Company recorded an income tax provision of $20 and $92 for the three months ended June 30, 2013 and 2014, respectively, and $34 and $137 for the six months ended June 30, 2013 and 2014, respectively, related to foreign income taxes and state minimum taxes. Based on the available objective evidence during the six months ended June 30, 2014, management believes it is more likely than not that the tax benefits of the U.S. losses incurred during the six months ended June 30, 2014 may not be realized by the end of the 2014 fiscal year. Accordingly, the Company did not record the tax benefits of the U.S. losses incurred during the six months ended June 30, 2014. The primary difference between the effective tax rate and the federal statutory tax rate relates to foreign tax rate differences, meals and entertainment and state and local minimum and capital taxes. | |
As of June 30, 2014, the Company had no material uncertain tax positions. Therefore, no unrecognized tax benefits were recorded for the six months ended June 30, 2014. | |
The provision for income taxes for the three and six months ended June 30, 2013 and 2014 primarily reflects the provision for income taxes for foreign and state taxes. | |
Utilization of the net operating loss carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the Code), and similar state provisions. Any annual limitation may result in the expiration of net operating losses before utilization. |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Segment Information | ' | |||||||||||||||
11. Segment Information | ||||||||||||||||
The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The CODM for the Company is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reportable segment, which is to design, develop and market software for digital branding. | ||||||||||||||||
Total revenue from customers by location is defined based on the customers’ billing address. The following table summarizes total revenue from customers for the respective locations: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
United States | $ | 8,518 | $ | 18,576 | $ | 14,935 | $ | 33,433 | ||||||||
Australia | 1,304 | 2,861 | 2,283 | 4,911 | ||||||||||||
Canada | 1,408 | 3,071 | 2,082 | 5,121 | ||||||||||||
All Other Countries | 1,411 | 4,207 | 2,921 | 7,276 | ||||||||||||
Total revenue | $ | 12,641 | $ | 28,715 | $ | 22,221 | $ | 50,741 | ||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
12. Subsequent Events | |
The Company has evaluated subsequent events from the balance sheet date through the date on which the condensed consolidated financial statements were issued. | |
On July 23, 2014, the Company consummated its initial public offering of 7,187,500 shares of common stock at an offering price of $7 per share. The shares sold in the offering included 937,500 shares sold by the Company pursuant to the underwriters’ full exercise of their over-allotment option. The net proceeds to the Company from the offering were approximately $46.8 million after deducting underwriting discounts and commissions, and before deducting total estimated expenses in connection with this offering of approximately $3.5 million. Upon the closing of the IPO, and pursuant to a waiver by preferred stockholders of the requirements in the Company’s certificate of incorporation regarding aggregate gross proceeds and preoffering valuation (as described in Note 6), all shares of the Company’s previously outstanding preferred stock automatically converted into shares of common stock and outstanding warrants to purchase the Company’s preferred stock automatically became exercisable for shares of common stock. As a result, as of July 23, 2014, the Company had 29,683,122 shares of common stock issued and outstanding. | |
On July 29, 2014, the Company repaid the full outstanding balance of the line of credit of $11.8 million. | |
On August 15, 2015 all of the outstanding warrants were exercised for 93,280 shares of common stock. |
The_Company_and_its_Significan1
The Company and its Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Use of Estimates | ' | |||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these condensed consolidated financial statements include allowances for doubtful accounts and credit memos, useful lives for depreciation and amortization, loss contingencies, valuation of deferred tax assets, provisions for uncertain tax positions, capitalization of software costs and assumptions used for valuation of stock-based compensation and convertible preferred stock warrant liability. Actual results could differ from those and other estimates. | ||||||||||||||||
Principles of Consolidation and Basis of Presentation | ' | |||||||||||||||
Principles of Consolidation and Basis of Presentation | ||||||||||||||||
These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, and include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s prospectus dated July 17, 2014, filed with the SEC on July 18, 2014 pursuant to Rule 424(b)(4) under the Securities Act of 1933. There have been no changes to the Company’s significant accounting policies described in the prospectus that have had a material impact on the Company’s condensed consolidated financial statements and related notes. All of the share amounts, share prices, exercise prices and other per share information throughout these condensed consolidated financial statements have been adjusted to reflect a 2-for-1 reverse stock split that was effected on April 14, 2014. | ||||||||||||||||
The consolidated balance sheet as of December 31, 2013 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, the Company’s comprehensive (loss) income and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending December 31, 2014 or any other period. | ||||||||||||||||
Revenue Recognition and Deferred Revenue | ' | |||||||||||||||
Revenue Recognition and Deferred Revenue | ||||||||||||||||
The Company recognizes revenue related to the utilization of its advertising platform. Revenue is recognized when persuasive evidence of an arrangement exists, service has been provided to the customer, collection of the fees is reasonably assured, and fees are fixed or determinable. Arrangements with customers do not provide the customer with the right to take possession of the software or platform at any time. The Company generates revenue from its platform through its Platform Direct and Platform Services offerings. Revenue for both Platform Direct and Platform Services is recognized when the advertisement is displayed. The Company’s arrangements are cancellable by the customer as to any unfulfilled portion of a campaign without penalty. Media is purchased on the Company’s platform on a real-time basis and purchasing ceases upon cancellation. In the Company’s Platform Services arrangements once the advertising is delivered in accordance with the terms of the insertion order, the related amounts earned for such advertising delivery are non-refundable. | ||||||||||||||||
The Company’s Platform Direct arrangements are evidenced by signed contracts. The Platform Services arrangements are evidenced through direct insertion orders. Revenue is recognized during the period in which the advertising is delivered. The Company also maintains processes to determine the collectability of amounts due from customers. To the extent any of the revenue recognition criteria are not met, the Company defers revenue. | ||||||||||||||||
Amounts that have been invoiced for services are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria outlined above have been met. In instances where customers prepay, the Company will defer recognition of revenue until the criteria outlined above are met and actual ads have been delivered during the period based on the terms specified in the agreement with the customer. | ||||||||||||||||
In accordance with ASC Topic 605, Revenue Recognition, paragraph 45-1, the Company recognizes revenue on a gross or net basis for each model based on its determination as to whether the Company is acting as the principal in the revenue generation process or as an agent. | ||||||||||||||||
Indicators that an entity is acting as a principal include: (a) the entity has the primary responsibility (primary obligor) for providing the goods or services to the customer or for fulfilling the order; (b) the entity has inventory risk before or after the customer order; (c) the entity has latitude in establishing prices, either directly or indirectly; and (d) the entity bears the customer’s credit risk for the amount receivable from the customer. | ||||||||||||||||
Indicators that an entity is acting as an agent exist when it does not have exposure to the significant risks and rewards associated with the sale of goods or the rendering of services. One key feature indicating that an entity is acting as an agent is that the amount the entity earns is predetermined, being either a fixed fee per transaction or a stated percentage of the amount billed to the customer. | ||||||||||||||||
Platform Direct — Platform Direct provides customers with self-serve capabilities for real-time media buying, serving, targeting, optimization and brand measurement. The Company enters into contracts with customers under which fees earned by the Company are based on a utilization fee that is a percentage of media spend through the platform as well as fees for additional features offered through the Company’s platform. These features are delivered concurrently with the related advertising. Due to the fact that the features are delivered concurrently, the Company does not allocate revenue between the two elements. | ||||||||||||||||
The Company recognizes revenue for Platform Direct on a net basis primarily based on the Company’s determination that it is not deemed to be the primary obligor, does not have inventory risk as the customer chooses the inventory to purchase on a real-time basis, the actual cost of the campaign is determined by the customer through the real-time bidding process, through management of the campaign the customer can define supplier preferences or specific suppliers from a list the Company maintains, and the amount earned by the Company is fixed based on a percentage of the media spend of a customer’s campaign. | ||||||||||||||||
Platform Services — Platform Services provide customers the opportunity to utilize the Company’s platform on a managed service basis, whereby the Company delivers digital video advertisements based upon a pre-agreed set of fixed objectives with an advertiser or agency. The Company enters into customer agreements through discrete binding insertion orders with fixed price commitments which are determined prior to the launch of an advertising campaign. | ||||||||||||||||
For Platform Services, the Company recognizes revenue on a gross basis primarily based on the Company’s determination that it is subject to the risk of fluctuating costs from its media vendors, has latitude in establishing prices with its customer, has discretion in selecting media vendors when fulfilling a customer’s campaign, and has credit risks. | ||||||||||||||||
Cost of Revenue | ' | |||||||||||||||
Cost of Revenue | ||||||||||||||||
Cost of revenue is comprised primarily of media costs. Media costs consist of advertising impressions the Company purchases from sources of advertising inventory in connection with its Platform Services offering. The Company typically pays for these impressions on a cost per thousand impression (CPM) basis. Cost of revenue also includes technical infrastructure costs which include the cost of internal and third-party servers and related services, internet access costs and amortization of internal use software development costs on revenue-producing technologies. | ||||||||||||||||
Capitalized Internal-Use Software Development Costs | ' | |||||||||||||||
Capitalized Internal-Use Software Development Costs | ||||||||||||||||
For web site development costs and development costs related to the Company’s platform, the Company capitalizes qualifying computer software costs which are incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred to research and development. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. The Company capitalized $233 and $113 in internal-use software development costs related to platform enhancement and website development cost during the three months ended June 30, 2013 and 2014, respectively, and $433 and $302 during the six months ended June 30, 2013 and 2014, respectively. These costs are included in property, equipment and software, net on the consolidated balance sheets. Amortization commences when the website or software for internal use is ready for its intended use and the amortization period is the estimated useful life of the related asset, which is generally three years. Costs for research and development efforts have been expensed as incurred and relate primarily to payroll costs incurred in the development of the platform. | ||||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments having original maturities of three months or less at the date of purchase to be cash equivalents. The Company’s cash equivalents consist of short-term money market instruments. Amounts held on deposit at financial institutions may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. To date, the Company has not experienced any losses on such deposits. | ||||||||||||||||
Restricted Cash | ' | |||||||||||||||
Restricted Cash | ||||||||||||||||
Restricted cash at December 31, 2013 and June 30, 2014 represents cash restricted for the Company’s irrevocable standby letters of credit in the amount of $334 and $742, respectively for the benefit of certain of the Company’s real property lessors. | ||||||||||||||||
Accounts Receivable | ' | |||||||||||||||
Accounts Receivable | ||||||||||||||||
Accounts receivable are stated at net realizable value. The Company provides an allowance for doubtful accounts based on management’s evaluation of outstanding accounts receivable. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary. The Company analyzes specific accounts receivable, historical bad debts, customer concentrations, current economic trends, and changes in the customer payment terms when evaluating the adequacy of the allowance for bad debts. Accounts receivable are written off when no future collection is possible. As of June 30, 2014, no significant receivables have been written off. | ||||||||||||||||
Many of the Company’s contracts with advertising agencies provide that if the brand (i.e., the agency’s customer) does not pay the agency, the agency is not liable to the Company and the Company must seek payment from the brand. Accordingly, the Company considers the creditworthiness of the brand in establishing its allowance for doubtful accounts. However, since inception, the Company has not had to initiate collection efforts directly with any brands where the contract was with an advertising agency. | ||||||||||||||||
The following table presents the changes in the allowance for doubtful accounts: | ||||||||||||||||
Year Ended | Six months Ended | |||||||||||||||
December 31, | June 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Balance, beginning of period | $ | (350 | ) | $ | (714 | ) | ||||||||||
Additions to allowance | (539 | ) | (1,577 | ) | ||||||||||||
Write offs, net of recoveries | 175 | 782 | ||||||||||||||
Balance, end of period | $ | (714 | ) | $ | (1,509 | ) | ||||||||||
Property, Equipment and Software, net | ' | |||||||||||||||
Property, Equipment and Software, net | ||||||||||||||||
Property, equipment and software, net are carried at cost and are depreciated on the straight-line basis over their estimated useful lives of three to seven years. Repairs and maintenance are charged to expense as incurred, and improvements are capitalized. When the assets are sold or retired or otherwise disposed of, their cost and related accumulated depreciation and amortization are removed from the accounts with the resulting gain or loss reflected as an operating item in the accompanying consolidated statements of operations. | ||||||||||||||||
Leasehold improvements are amortized on a straight-line basis over the remaining term of the lease, or the useful life of the assets, whichever is shorter. | ||||||||||||||||
Construction in process mainly consists of leasehold improvements and furniture at the Company’s offices under construction, as well as server equipment that has not been placed in service as of June 30, 2014. Upon completion of construction and commencement of the use of the server, the assets will be depreciated over their useful lives. | ||||||||||||||||
Fair Value Measurement and Financial Instruments | ' | |||||||||||||||
Fair Value Measurement and Financial Instruments | ||||||||||||||||
The Company measures the fair value of its financial instruments in accordance with of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) for Fair Value Measurements. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. In determining fair values of all reported assets and liabilities that represent financial instruments, the Company uses the carrying market values of such amounts. The provision establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. | ||||||||||||||||
Unobservable inputs are inputs that reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows: | ||||||||||||||||
Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||||||
Level 2 — Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||
Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. | ||||||||||||||||
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at December 31, 2013 and June 30, 2014, measured at fair value on a recurring basis: | ||||||||||||||||
Financial Instruments at Fair Value as of December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents-money market | $ | 19,475 | $ | — | $ | — | $ | 19,475 | ||||||||
Liability: | ||||||||||||||||
Warrant Liability | $ | — | $ | — | $ | 684 | $ | 684 | ||||||||
Financial Instruments at Fair Value as of June 30, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents-money market | $ | 24,850 | $ | — | $ | — | $ | 24,850 | ||||||||
Liability: | ||||||||||||||||
Warrant Liability | $ | — | $ | — | $ | 516 | $ | 516 | ||||||||
In fiscal year 2010, the Company issued a Series A-1 preferred stock warrant that contained a price protection clause that provides that the exercise price of the warrants is to be adjusted downwards upon the Company issuing Additional Stock (as defined in the warrant agreement) at more favorable pricing. As a result of this price protection clause, the Company determined that the warrant is not considered indexed to the Company’s own stock and as a result recorded the warrant as a liability measured at fair value at the time of issuance. The Company records “mark-to-market” adjustments each reporting period under other income expense, net. As the warrant’s fair value is based on significant inputs that are not observable in the market, they are categorized as Level 3. Changes in warrant liability (see Note 4) consisted of the following during: | ||||||||||||||||
Year Ended | Six months Ended | |||||||||||||||
December 31, | June 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Balance, beginning of period | $ | 296 | $ | 684 | ||||||||||||
Change in fair value of convertible preferred stock warrant liability | 388 | (168 | ) | |||||||||||||
Balance, end of period | $ | 684 | $ | 516 | ||||||||||||
Since all carrying amounts of these investments approximate fair value, no other comprehensive income or loss has been recognized. There were no sales, purchases, settlements, or transfers in or out of Level 3 liabilities. | ||||||||||||||||
Other financial instruments not measured at fair value on the accompanying consolidated balance sheets at December 31, 2013 and June 30, 2014, but which require disclosure of their fair values include accounts receivable, accounts payable, accrued expenses and debt. The estimated fair values of such instruments at December 31, 2013 and June 30, 2014 approximated their carrying values. The fair values of all of these instruments are categorized as Level 2 in the fair value hierarchy. | ||||||||||||||||
Quantitative Information about Level 3 Fair Value Measurements | ||||||||||||||||
The significant unobservable inputs used in the fair value measurement of the Company’s convertible preferred stock warrant: | ||||||||||||||||
Fair Value | Fair Value | Significant | ||||||||||||||
at December 31, | at June 30, | Valuation | unobservable | |||||||||||||
2013 | 2014 | technique | input | |||||||||||||
Convertible preferred warrant liability | $ | 684 | $ | 516 | Monte Carlo | Value of underlying | ||||||||||
Simulation | Series A-1 | |||||||||||||||
preferred stock, | ||||||||||||||||
volatility, and expected term. | ||||||||||||||||
Sensitivity to Changes in Significant Unobservable Inputs | ||||||||||||||||
The significant unobservable inputs used in the fair measurement of the warrant are the volatility of the underlying stock value, expected term, and the value of the Company’s Series A-1 preferred stock. Significant increases (decreases) in these unobservable inputs in isolation could result in a significantly different fair value measurement. | ||||||||||||||||
Income Taxes | ' | |||||||||||||||
Income Taxes | ||||||||||||||||
The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss (NOL) and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce their deferred tax assets to the net amount that is more likely than not to be realized. | ||||||||||||||||
The Company utilizes a two-step approach to evaluate tax positions. Recognition, step one, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not (MLTN) to be sustained upon examination. The MLTN standard is met when the likelihood of occurrence is greater than 50%. Measurement, step two, is addressed only if step one is satisfied. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is MLTN to be realized upon ultimate settlement with tax authorities. If a position does not meet the MLTN threshold for recognition in step one, no benefit is recorded until the first subsequent period in with the MLTN standard is met, the issue is resolved with the tax authority, or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines that the position is no longer MLTN to be sustained. | ||||||||||||||||
The Company recognizes interest and penalties related to income taxes in income tax expense. | ||||||||||||||||
Accounting for Impairment of Long-Lived Assets | ' | |||||||||||||||
Accounting for Impairment of Long-Lived Assets | ||||||||||||||||
The Company evaluates the recoverability of property, equipment and software and other assets, including identifiable intangible assets with definite lives, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. There were no impairment charges recorded in any of the periods presented. | ||||||||||||||||
Advertising Costs | ' | |||||||||||||||
Advertising Costs | ||||||||||||||||
The Company’s policy is to expense all advertising costs as incurred. Advertising expense includes costs for user conferences, tradeshows, print marketing and design consulting. Advertising expense was $972 and $851 for the three months ended June 30, 2013 and 2014, respectively, and was $1.4 million and $1.6 million for the six months ended June 30, 2013 and 2014, respectively, and is included in sales and marketing expense in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation | ||||||||||||||||
The Company’s stock-based compensation expense is estimated at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award. Determining the appropriate fair value and calculating the fair value of share-based awards requires judgment, including estimating share price volatility, forfeiture rates, expected dividends, and expected life. The Company calculates the fair value of each restricted stock unit award to employees on the date of grant and to non-employees on each measurement date based on the fair value of its common stock. The Company calculates the fair value of each option award on the date of grant under the Black-Scholes option pricing model using certain assumptions. For nonemployee consultants, the Company revalues the unvested options at each measurement period. | ||||||||||||||||
The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company’s current estimate of volatility is based on the volatility of comparable public companies. To the extent volatility of the Company’s stock price increases in the future, the Company’s estimates of the fair value of options granted in the future could increase, thereby increasing stock-based compensation in future periods. The computation of expected lives was based on expectations of future employee behavior. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation. To the extent the Company revises this estimate in the future; its stock-based compensation could be materially impacted in the year of revision. | ||||||||||||||||
Segments | ' | |||||||||||||||
Segments | ||||||||||||||||
The Company’s chief operating decision maker (CODM), its Chief Executive Officer, reviews financial information for the Company on a consolidated basis. The Company manages its business on the basis of one operating segment. The Company’s principal decision-making functions are located in the United States. | ||||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
The Company applies the two-class method for calculation and presenting earnings per share. Under the two-class method, net income is allocated between common units and other participating securities based on their participating rights. Participating securities are defined as securities that participate in dividends with common units according to a pre-determined formula or a contractual obligation to share in the income of the entity. Basic net (loss) income per common unit is calculated by dividing the net income by the weighted-average number of common units outstanding for the period. Diluted net income per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. Due to the net losses for the three months ended June 30, 2013 and the six months ended June 30, 2013, there is no impact or change in presentation as a result of applying the two-class method. | ||||||||||||||||
Concentration of Risk | ' | |||||||||||||||
Concentration of Risk | ||||||||||||||||
As of December 31, 2013, one customer accounted for 14% of outstanding gross accounts receivable. This customer is an advertising agency. There were no customers that accounted for more than 10% of revenue during the years ended December 31, 2013. Branches or divisions of an advertiser that operate under distinct contracts are generally considered as separate customers. In particular, the Company treats as separate customers different groups within global advertising agencies if they are based in different jurisdictions or with respect to which the Company negotiated and manages separate contractual relationships. | ||||||||||||||||
Three media vendors individually accounted for 26%, 18% and 12% of total media cost for the year ended December 31, 2013. | ||||||||||||||||
Foreign Currency Transactions and Translations | ' | |||||||||||||||
Foreign Currency Translation and Transactions | ||||||||||||||||
The consolidated financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchanges rates in effect during the period. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders’ equity, on the accompanying consolidated balance sheets. Foreign exchange transaction gains and losses have not been material to the Company’s consolidated financial statements for all periods presented. | ||||||||||||||||
Deferred Offering Costs | ' | |||||||||||||||
Deferred Offering Costs | ||||||||||||||||
Deferred offering costs consisted primarily of direct incremental costs related to the Company’s initial public offering of its common stock. The Company recorded $129 and $2.1 million of deferred offering costs in other assets on the Company’s condensed consolidated balance sheets as of December 31, 2013 and June 30, 2014, respectively. Upon completion of the initial public offering (IPO), described in Note 12, subsequent to June 30, 2014, these amounts were offset against the proceeds of the offering. | ||||||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under U.S. generally accepted accounting principles (GAAP) when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard will be effective for us in the first quarter of 2017. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard it will have on its consolidated financial statements and related disclosures. | ||||||||||||||||
Reclassification | ' | |||||||||||||||
Reclassifications | ||||||||||||||||
In 2014, the Company reclassified certain prior period balance sheet amounts to conform to the presentation as of June 30, 2014. Such reclassifications did not have a material impact on the Company’s condensed consolidated financial statements. |
The_Company_and_its_Significan2
The Company and its Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Scedule of Allowance for Doubtful accounts | ' | |||||||||||||||
The following table presents the changes in the allowance for doubtful accounts: | ||||||||||||||||
Year Ended | Six months Ended | |||||||||||||||
December 31, | June 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Balance, beginning of period | $ | (350 | ) | $ | (714 | ) | ||||||||||
Additions to allowance | (539 | ) | (1,577 | ) | ||||||||||||
Write offs, net of recoveries | 175 | 782 | ||||||||||||||
Balance, end of period | $ | (714 | ) | $ | (1,509 | ) | ||||||||||
Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis | ' | |||||||||||||||
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at December 31, 2013 and June 30, 2014, measured at fair value on a recurring basis: | ||||||||||||||||
Financial Instruments at Fair Value as of December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents-money market | $ | 19,475 | $ | — | $ | — | $ | 19,475 | ||||||||
Liability: | ||||||||||||||||
Warrant Liability | $ | — | $ | — | $ | 684 | $ | 684 | ||||||||
Financial Instruments at Fair Value as of June 30, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash equivalents-money market | $ | 24,850 | $ | — | $ | — | $ | 24,850 | ||||||||
Liability: | ||||||||||||||||
Warrant Liability | $ | — | $ | — | $ | 516 | $ | 516 | ||||||||
Schedule of Changes in Warrant Liability | ' | |||||||||||||||
Changes in warrant liability (see Note 4) consisted of the following during: | ||||||||||||||||
Year Ended | Six months Ended | |||||||||||||||
December 31, | June 30, | |||||||||||||||
2013 | 2014 | |||||||||||||||
Balance, beginning of period | $ | 296 | $ | 684 | ||||||||||||
Change in fair value of convertible preferred stock warrant liability | 388 | (168 | ) | |||||||||||||
Balance, end of period | $ | 684 | $ | 516 | ||||||||||||
Schedule of Significant Unobservable Inputs Used in Fair Value Measurement of the Company's Convertible Preferred Stock Warrant | ' | |||||||||||||||
The significant unobservable inputs used in the fair value measurement of the Company’s convertible preferred stock warrant: | ||||||||||||||||
Fair Value | Fair Value | Significant | ||||||||||||||
at December 31, | at June 30, | Valuation | unobservable | |||||||||||||
2013 | 2014 | technique | input | |||||||||||||
Convertible preferred warrant liability | $ | 684 | $ | 516 | Monte Carlo | Value of underlying | ||||||||||
Simulation | Series A-1 | |||||||||||||||
preferred stock, | ||||||||||||||||
volatility, and expected term. | ||||||||||||||||
Property_Equipment_and_Softwar1
Property, Equipment and Software (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Schedule of Property, Equipment and Software | ' | |||||||
Property, equipment and software as of December 31, 2013 and June 30, 2014 consisted of the following: | ||||||||
December 31, | June 30, | |||||||
2013 | 2014 | |||||||
Computer and office equipment | $ | 607 | $ | 823 | ||||
Capitalized internal use software costs | 636 | 770 | ||||||
Furniture and fixtures | 369 | 517 | ||||||
Software | 73 | 152 | ||||||
Leasehold improvements | 202 | 208 | ||||||
Construction in process | — | 1,300 | ||||||
1,887 | 3,770 | |||||||
Less accumulated depreciation and amortization | (420 | ) | (728 | ) | ||||
Total | $ | 1,467 | $ | 3,042 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Schedule of Accrued Liabilities | ' | |||||||
Accrued liabilities at December 31, 2013 and June 30, 2014, consisted of the following: | ||||||||
December 31, | June 30, | |||||||
2013 | 2014, | |||||||
Accrued media costs | $ | 28,603 | $ | 20,239 | ||||
Sales commissions | 1,296 | 2,200 | ||||||
Payroll and related expenses | 1,750 | 1,954 | ||||||
Other accrued expenses | 1,321 | 1,235 | ||||||
Customer rebates | 1,444 | 1,303 | ||||||
$ | 34,414 | $ | 26,931 | |||||
Debt_Obligations_Tables
Debt Obligations (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Future Principal Payments of Long-Term Debt | ' | |||||||
Future principal payments of long-term debt as of June 30, 2014 were as follows: | ||||||||
2014 (remaining 6 months) | $ | 720 | ||||||
2015 | 1,364 | |||||||
Total | 2,084 | |||||||
Discount | (5 | ) | ||||||
Less current portion | (1,452 | ) | ||||||
Noncurrent portion of debt | $ | 627 | ||||||
Fair Value of Warrants | ' | |||||||
The following assumptions were used at December 31, 2013 and June 30, 2014: | ||||||||
December 31, | June 30, | |||||||
2013 | 2014, | |||||||
Risk-free interest rate | 3.04 | % | 2.53 | % | ||||
Expected volatility | 80 | % | 80 | % | ||||
Expected lives | 6.3 years | 5.8 years | ||||||
Fair value of underlying equity | $ | 9.4 | $ | 7 | ||||
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||
Common Stock | ' | |||||||||||||||||||
Convertible Preferred Stock Financing | ' | |||||||||||||||||||
Shares of common stock were reserved for the following: | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2013 | 2014 | |||||||||||||||||||
Options and RSUs outstanding under the 2007 stock option plan | 4,290,057 | 4,432,629 | ||||||||||||||||||
Conversion of Series A, A-1, B and C preferred stock | 15,510,330 | 15,510,330 | ||||||||||||||||||
Convertible preferred stock warrants to purchase Series A-1 | 77,161 | 77,161 | ||||||||||||||||||
preferred stock | ||||||||||||||||||||
Convertible preferred stock warrants to purchase common stock | 25,000 | 25,000 | ||||||||||||||||||
19,902,548 | 20,045,120 | |||||||||||||||||||
Convertible Preferred Stock | ' | |||||||||||||||||||
Convertible Preferred Stock Financing | ' | |||||||||||||||||||
Series A, A-1, B and C Convertible Preferred Stock at December 31, 2013 and June 30, 2014 consisted of the following and the preferred stock financing issuance costs were insignificant and netted against the financing raised: | ||||||||||||||||||||
Shares | Issuance | |||||||||||||||||||
Shares | Issued and | Price Per | Carrying | Liquidation | ||||||||||||||||
Authorized | Outstanding | Share | Value(1) | Preference | ||||||||||||||||
Series A | 4,177,390 | 1,257,838 | $ | 1.21 | $ | 1,448 | $ | 1,525 | ||||||||||||
Series A(2) | — | 830,866 | 0.9093 | 756 | 1,007 | |||||||||||||||
Series A-1 | 7,847,028 | 3,675,129 | 0.8748 | 3,128 | 3,215 | |||||||||||||||
Series A-1(2) | — | 171,228 | 0.6998 | 120 | 150 | |||||||||||||||
Series B | 10,298,658 | 5,149,330 | 1.942 | 9,896 | 10,000 | |||||||||||||||
Series C | 8,851,871 | 4,425,939 | 6.4748 | 28,564 | 28,658 | |||||||||||||||
Balance as of December 31, 2013 and June 30, 2014 | 31,174,947 | 15,510,330 | $ | 43,912 | $ | 44,555 | ||||||||||||||
-1 | Amounts are net of issuance costs. | |||||||||||||||||||
-2 | Automatic note conversion triggered by the convertible preferred Series A financing in February 2008 and the convertible preferred Series A-1 financing in March 2009. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Schedule of Commitments for Minimum Rentals Under Operating Lease | ' | |||
The Company’s commitments for minimum rentals under these leases as of June 30, 2014 are as follows: | ||||
Operating | ||||
leases | ||||
2014 (remaining 6 months) | $ | 1,630 | ||
2015 | 1,681 | |||
2016 | 1,489 | |||
2017 | 1,020 | |||
2018 | 819 | |||
Thereafter | 1,344 | |||
Total minimum lease payments | $ | 7,983 | ||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Summary of Stock Option Plan | ' | |||||||||||||||
The following table summarizes the Plan’s stock option activity: | ||||||||||||||||
Weighted- | Weighted | |||||||||||||||
average | average | |||||||||||||||
Outstanding | exercise | remaining | Aggregate | |||||||||||||
number of | price per | contractual | intrinsic | |||||||||||||
shares | share | life | value | |||||||||||||
Balance at December 31, 2013 | 4,290,057 | $ | 1.28 | 8 | $ | 24,973 | ||||||||||
Options granted | 140,500 | 7.38 | ||||||||||||||
Options exercised | (283,677 | ) | 0.83 | |||||||||||||
Options canceled | (135,480 | ) | 2.48 | |||||||||||||
Balance at June 30, 2014 | 4,011,400 | $ | 1.48 | 7.61 | $ | 42,186 | ||||||||||
Options exercisable and vested at June 30, 2014 | 2,056,016 | $ | 0.75 | 3.04 | $ | 23,142 | ||||||||||
Options vested and expected to vest at June 30, 2014 | 3,531,316 | $ | 1.4 | 6.58 | $ | 37,440 | ||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | ' | |||||||||||||||
The following table summarizes the Plan’s RSUs activity: | ||||||||||||||||
Weighted- | Weighted | |||||||||||||||
Outstanding | Average | average | ||||||||||||||
number of | Grant Date | remaining | ||||||||||||||
shares | Fair Value | contractual life | ||||||||||||||
Balance at December 31, 2013 | — | $ | — | — | ||||||||||||
RSUs granted | 448,729 | 10 | 3.7 | |||||||||||||
RSUs canceled | (27,500 | ) | 11 | |||||||||||||
Balance at June 30, 2014 | 421,229 | $ | 11 | 3.7 | ||||||||||||
Summary of Effects of Stock-Based Compensation | ' | |||||||||||||||
The following table summarizes the effects of share-based compensation in the Company’s accompanying consolidated statements of operations: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Research and development | $ | 27 | $ | 209 | $ | 50 | $ | 311 | ||||||||
Sales and marketing | 35 | 193 | 63 | 333 | ||||||||||||
General and administrative | 67 | 230 | 118 | 404 | ||||||||||||
Total stock-based compensation | $ | 129 | $ | 632 | $ | 231 | $ | 1,048 | ||||||||
Employees | ' | |||||||||||||||
Schedule of Assumptions Used to Calculate Fair Value of Options | ' | |||||||||||||||
The following assumptions were used to calculate the fair value of options for employees: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2013 | 2013 | 2014 | ||||||||||||||
Risk-free interest rate | 1.2% to 1.4% | 1.2% to 1.4% | 1.8% to 2.0% | |||||||||||||
Dividend yield | — % | — % | — % | |||||||||||||
Volatility | 68% to 69% | 68% to 69% | 66% to 67% | |||||||||||||
Expected term | 5.2 to 6.1 years | 5.2 to 6.1 years | 6.0 to 6.4 years | |||||||||||||
Non-Employees | ' | |||||||||||||||
Schedule of Assumptions Used to Calculate Fair Value of Options | ' | |||||||||||||||
The following assumptions were used to calculate the fair value of options for non-employees: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Risk-free interest rate | 0.9% to 2.4% | 2.0% to 2.4% | 0.9% to 2.4% | 2.0% to 2.4% | ||||||||||||
Dividend yield | — % | — % | — % | — % | ||||||||||||
Volatility | 65% to 68% | 63% to 65% | 65% to 68% | 63% to 65% | ||||||||||||
Expected term | 5.6 to 9.3 years | 6.0 to 8.7 years | 5.6 to 9.3 years | 6.0 to 8.7 years | ||||||||||||
Net_Loss_Income_Per_Share_Tabl
Net (Loss) Income Per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Schedule of Computation of Net Loss per Common Share | ' | |||||||||||||||
The numerators and denominators of the basic and diluted EPS computations for the Company’s common stock are calculated as follows (in thousands, except per share data): | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
Basic | ||||||||||||||||
Numerator | ||||||||||||||||
Net (loss) income | $ | (2,606 | ) | $ | 2,084 | $ | (4,510 | ) | $ | 1,317 | ||||||
Noncumulative dividends on convertible preferred stock | — | (891 | ) | — | (1,317 | ) | ||||||||||
Undistributed earnings allocated to participating securities | — | (824 | ) | — | — | |||||||||||
Allocation of distributed earnings attributable to common stockholders | $ | (2,606 | ) | $ | 369 | $ | (4,510 | ) | $ | — | ||||||
Denominator | ||||||||||||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - basic | 6,609,434 | 6,939,232 | 6,599,316 | 6,867,271 | ||||||||||||
Net income per share attributable to common stockholders, basic | $ | (0.39 | ) | $ | 0.05 | $ | (0.68 | ) | $ | — | ||||||
Diluted | ||||||||||||||||
Numerator | ||||||||||||||||
Net (loss) income attributable to common stockholders, diluted | $ | (2,606 | ) | $ | 369 | $ | (4,510 | ) | $ | — | ||||||
Denominator | ||||||||||||||||
Number of shares used for basic EPS computation | 6,609,434 | 6,939,232 | 6,599,316 | 6,867,271 | ||||||||||||
Convertible preferred stock | — | 15,510,314 | — | 15,510,314 | ||||||||||||
Employee stock options and RSUs | — | 3,223,621 | — | 3,213,087 | ||||||||||||
Warrants | — | 93,263 | — | 93,002 | ||||||||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - diluted | 6,609,434 | 25,766,430 | 6,599,316 | 25,683,673 | ||||||||||||
Net income per share attributable to common stockholders, diluted | $ | (0.39 | ) | $ | 0.01 | $ | (0.68 | ) | $ | — | ||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Schedule of Total Revenue from Customers By Location | ' | |||||||||||||||
Total revenue from customers by location is defined based on the customers’ billing address. The following table summarizes total revenue from customers for the respective locations: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2013 | 2014 | 2013 | 2014 | |||||||||||||
United States | $ | 8,518 | $ | 18,576 | $ | 14,935 | $ | 33,433 | ||||||||
Australia | 1,304 | 2,861 | 2,283 | 4,911 | ||||||||||||
Canada | 1,408 | 3,071 | 2,082 | 5,121 | ||||||||||||
All Other Countries | 1,411 | 4,207 | 2,921 | 7,276 | ||||||||||||
Total revenue | $ | 12,641 | $ | 28,715 | $ | 22,221 | $ | 50,741 | ||||||||
The_Company_and_its_Significan3
The Company and its Significant Accounting Policies - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 14, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Customer | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio, description | 'all of the share amounts, share prices, exercise prices and other per share information throughout these condensed consolidated financial statements have been adjusted to reflect a 2-for-1 reverse stock split | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.5 | ' | ' | ' | ' | ' |
Estimated useful life of intangible assets | ' | ' | ' | '3 years | ' | ' |
Restricted cash | ' | $742,000 | ' | $742,000 | ' | $334,000 |
Impairment charges | ' | ' | ' | 0 | ' | 0 |
Advertising expense | ' | 851,000 | 972,000 | 1,600,000 | 1,400,000 | ' |
Number of customer accounted for 14% of gross accounts receivable | ' | ' | ' | ' | ' | 1 |
Number of customer accounted for more than 10% of revenue | ' | ' | ' | ' | ' | 0 |
Deferred offering costs | ' | 2,100,000 | ' | 2,100,000 | ' | 129,000 |
Accounts Receivable | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 14.00% |
Sales Revenue, Net | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 10.00% |
Cost of Goods, Total | Media Vendor One | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 26.00% |
Cost of Goods, Total | Media Vendor Two | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 18.00% |
Cost of Goods, Total | Media Vendor Three | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 12.00% |
Level 3 | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Transfers in or out | ' | ' | ' | 0 | ' | 0 |
Minimum | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Property, equipment and software net, estimated useful lives | ' | ' | ' | '3 years | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Property, equipment and software net, estimated useful lives | ' | ' | ' | '7 years | ' | ' |
Platform Enhancement | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Capitalized internal-use software development costs | ' | ' | 233,000 | ' | 433,000 | ' |
Website Development | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Capitalized internal-use software development costs | ' | $113,000 | ' | $302,000 | ' | ' |
The_Company_and_its_Significan4
The Company and its Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Accounts Notes And Loans Receivable [Line Items] | ' | ' |
Balance, beginning of period | ($714) | ($350) |
Additions to allowance | -1,577 | -539 |
Write offs, net of recoveries | 782 | 175 |
Balance, end of period | ($1,509) | ($714) |
The_Company_and_its_Significan5
The Company and its Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash equivalents-money market | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Financial assets | $24,850 | $19,475 |
Cash equivalents-money market | Level 1 | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Financial assets | 24,850 | 19,475 |
Convertible Preferred Warrant Liability | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities | 516 | 684 |
Convertible Preferred Warrant Liability | Level 3 | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities | $516 | $684 |
The_Company_and_its_Significan6
The Company and its Significant Accounting Policies - Schedule of Changes in Warrant Liability (Details) (Level 3, Convertible Preferred Warrant Liability, USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Level 3 | Convertible Preferred Warrant Liability | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Balance, beginning of period | $684 | $296 |
Change in fair value of convertible preferred stock warrant liability | -168 | 388 |
Balance, end of period | $516 | $684 |
The_Company_and_its_Significan7
The Company and its Significant Accounting Policies - Schedule of Significant Unobservable Inputs Used in Fair Value Measurement of Convertible Preferred Stock Warrant (Details) (Convertible Preferred Warrant Liability, USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities | $516 | $684 |
Level 3 | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Financial liabilities | $516 | $684 |
Valuation technique | 'Monte Carlo Simulation | ' |
Significant unobservable input | 'Value of underlying Series A-1 preferred stock,volatility, and expected term. | ' |
Property_Equipment_and_Softwar2
Property, Equipment and Software - Schedule of Property, Equipment and Software (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ' | ' |
Computer and office equipment | $823 | $607 |
Capitalized internal use software costs | 770 | 636 |
Furniture and fixtures | 517 | 369 |
Software | 152 | 73 |
Leasehold improvements | 208 | 202 |
Construction in process | 1,300 | ' |
Property, equipment and software, gross | 3,770 | 1,887 |
Less accumulated depreciation and amortization | -728 | -420 |
Total | $3,042 | $1,467 |
Property_Equipment_and_Softwar3
Property, Equipment and Software - Additional Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Property Plant And Equipment [Line Items] | ' | ' | ' | ' |
Depreciation and amortization expense, excluding amortization of internal use software costs | $109 | $48 | $199 | $80 |
Amortization expenses | $58 | $13 | $109 | $14 |
Accrued_Liabilities_Schedule_o
Accrued Liabilities - Schedule of Accrued Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Accrued media costs | $20,239 | $28,603 |
Sales commissions | 2,200 | 1,296 |
Payroll and related expenses | 1,954 | 1,750 |
Other accrued expenses | 1,235 | 1,321 |
Customer rebates | 1,303 | 1,444 |
Total accrued liabilities | $26,931 | $34,414 |
Debt_Obligations_Growth_Capita
Debt Obligations - Growth Capital Term-Debt and Working Capital Line of Credit - Additional Information (Details) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended |
Apr. 18, 2014 | Aug. 21, 2013 | Jun. 30, 2014 | |
Line Of Credit Facility [Line Items] | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | 35,000,000 | $20,000,000 | ' |
Percentage of eligible accounts receivable | ' | 80.00% | ' |
Capital loan | ' | 2,084,000 | ' |
Warrant discount | ' | 5,000 | ' |
Net balance of capital loan | ' | 2,079,000 | ' |
Available borrowing with revolving line of credit | ' | ' | 21,800,000 |
Line of credit facility, covenant terms | ' | ' | 'Under the amended and restated loan and security agreement, as amended, the Company may borrow under the revolving line of credit up to the lesser of (a) $35 million, and (b) a borrowing base equal to 80% of eligible accounts receivable as defined in the agreement, as amended. If the Company’s trailing six-month EBITDA as defined in the amendment is less than $1,000,000, then the outstanding amount of advances under the equipment loan facility are deducted from availability. Advances under the line of credit accrue interest at a floating per annum rate equal to the Western Edition Wall Street Journal prime rate. While the interest rate applicable to outstanding advances under the revolving line did not change under the amendment, the Company is now required to pay a minimum amount of interest equal to the amount of interest that would accrue per quarter on a notional outstanding principal balance of $2 million, or $1 million if the Company maintains more than $50 million in deposits with the lender. |
Outstanding borrowing | ' | ' | 11,800,000 |
Line of credit facility exceeds borrowing capacity to maintain ratio | ' | ' | 10,000,000 |
Revolving Credit Facility | ' | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | 4,250,000 | ' |
Term loan interest rate | ' | 4.75% | ' |
Line of credit facility expiration date | 1-Apr-16 | ' | ' |
Line of credit facility, covenant compliance | ' | ' | 'As of June 30, 2014, the Company was not in compliance with a covenant requiring it to maintain 80% of its cash in accounts with the lender. A waiver was obtained and the Company rectified its non-compliance on July 23, 2014. |
Equipment Term Loan Facility | ' | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | 3,000,000 | ' | ' |
Line of credit facility expiration date | 31-Dec-14 | ' | ' |
Outstanding borrowing | ' | ' | 0 |
Equipment Term Loan Facility | Prime Rate | ' | ' | ' |
Line Of Credit Facility [Line Items] | ' | ' | ' |
Line of credit facility, applicable margin | 0.50% | ' | ' |
Debt_Obligations_Future_Princi
Debt Obligations - Future Principal Payments of Long-Term Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
2014 (remaining 6 months) | $720 | ' |
2015 | 1,364 | ' |
Total | 2,084 | ' |
Discount | -5 | ' |
Less current portion | -1,452 | -1,416 |
Note payable, net of current portion and discount | $627 | $1,363 |
Debt_Obligations_Warrants_Addi
Debt Obligations - Warrants - Additional Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 29, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Feb. 29, 2012 | Jun. 30, 2014 | Mar. 31, 2010 | |
Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Monte Carlo Simulation | Monte Carlo Simulation | Monte Carlo Simulation | ||||||
Line of Credit | Series A-1 | Series A-1 | |||||||||||
Class Of Warrant Or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of preferred stock purchased by warrants | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | 77,161 |
Shares purchased by issuance of warrant, price per share | ' | ' | ' | ' | ' | $0.60 | ' | ' | ' | ' | ' | ' | $0.87 |
Expiration period of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' |
Fair value warrant issued | $56,000 | ' | $56,000 | ' | ' | $12,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument amortization period | ' | ' | '3 years | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock warrant liability | 516,000 | ' | 516,000 | ' | 684,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant liability revaluation loss (gain) | -449,000 | 20,000 | -168,000 | 19,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Expiration Date | ' | ' | ' | ' | ' | 1-Feb-22 | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 2.53% | ' | 3.04% | ' | ' | ' | ' | ' | 1.97% | ' | ' |
Expected volatility | ' | ' | 80.00% | ' | 80.00% | ' | ' | ' | ' | ' | 80.00% | ' | ' |
Expected lives | ' | ' | '5 years 9 months 18 days | ' | '6 years 3 months 18 days | ' | ' | ' | ' | ' | '10 years | ' | ' |
Fair value assumptions, exercise price | $7 | ' | $7 | ' | $9.40 | ' | ' | ' | ' | ' | $0.30 | ' | ' |
Amortization of warrant | ' | ' | ' | ' | ' | ' | $800 | $800 | $1,600 | $1,600 | ' | ' | ' |
Debt_Obligations_Fair_Value_of
Debt Obligations - Fair Value of Warrants (Details) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Class Of Warrant Or Right [Line Items] | ' | ' |
Risk-free interest rate | 2.53% | 3.04% |
Expected volatility | 80.00% | 80.00% |
Expected lives | '5 years 9 months 18 days | '6 years 3 months 18 days |
Fair value of underlying equity | $7 | $9.40 |
Debt_Obligations_TubeMogul_Jap
Debt Obligations - TubeMogul Japan Inc. Financing - Additional Information (Details) (USD $) | 1 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2013 |
Class Of Warrant Or Right [Line Items] | ' | ' | ' | ' |
Proceeds from issuance of convertible note | $187 | $232 | $27 | $212 |
Stockholders_Equity_Convertibl
Stockholders Equity - Convertible Preferred Stock Financing (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Class Of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | ' | 31,174,947 |
Shares issued and outstanding | ' | 15,510,330 |
Carrying value | ' | $43,912 |
Preferred stock, liquidation preference, value | ' | 44,555 |
Series A | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | ' | 4,177,390 |
Shares issued and outstanding | ' | 1,257,838 |
Issuance price per share | ' | $1.21 |
Carrying value | ' | 1,448 |
Preferred stock, liquidation preference, value | ' | 1,525 |
Convertible Preferred Series A Financing in February 2008 | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Shares issued and outstanding | ' | 830,866 |
Issuance price per share | ' | $0.91 |
Carrying value | ' | 756 |
Preferred stock, liquidation preference, value | ' | 1,007 |
Series A-1 | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | ' | 7,847,028 |
Shares issued and outstanding | ' | 3,675,129 |
Issuance price per share | ' | $0.87 |
Carrying value | ' | 3,128 |
Preferred stock, liquidation preference, value | ' | 3,215 |
Convertible Preferred Series A-1 Financing in March 2009 | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Shares issued and outstanding | ' | 171,228 |
Issuance price per share | ' | $0.70 |
Carrying value | ' | 120 |
Preferred stock, liquidation preference, value | ' | 150 |
Series B | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 10,298,658 | 10,298,658 |
Shares issued and outstanding | ' | 5,149,330 |
Issuance price per share | ' | $1.94 |
Carrying value | ' | 9,896 |
Preferred stock, liquidation preference, value | 10,000 | 10,000 |
Series C | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Convertible preferred stock, shares authorized | 8,851,871 | 8,851,871 |
Shares issued and outstanding | ' | 4,425,939 |
Issuance price per share | ' | $6.47 |
Carrying value | ' | 28,564 |
Preferred stock, liquidation preference, value | $28,658 | $28,658 |
Stockholders_Equity_Additional
Stockholders Equity - Additional Information (Details) (USD $) | 6 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 |
Maximum | ' |
Class Of Stock [Line Items] | ' |
Proceeds from initial public offering | $50 |
Minimum | ' |
Class Of Stock [Line Items] | ' |
Valuation of entity at time of underwritten public offering of shares of common stock, considered for determining automatic conversion of preferred stock | $300 |
Series A | ' |
Class Of Stock [Line Items] | ' |
Preference shares conversion price per share | $1.21 |
Series A-1 | ' |
Class Of Stock [Line Items] | ' |
Preference shares conversion price per share | $0.87 |
Series B | ' |
Class Of Stock [Line Items] | ' |
Preference shares conversion price per share | $1.94 |
Series C | ' |
Class Of Stock [Line Items] | ' |
Preference shares conversion price per share | $6.47 |
Stockholders_Equity_Dividends_
Stockholders Equity - Dividends - Additional Information (Details) (USD $) | Jun. 30, 2014 |
Series A | ' |
Class Of Stock [Line Items] | ' |
Dividends payable, amount per share | $0.10 |
Series A-1 | ' |
Class Of Stock [Line Items] | ' |
Dividends payable, amount per share | $0.07 |
Series B | ' |
Class Of Stock [Line Items] | ' |
Dividends payable, amount per share | $0.16 |
Series C | ' |
Class Of Stock [Line Items] | ' |
Dividends payable, amount per share | $0.52 |
Stockholders_Equity_Shares_of_
Stockholders Equity - Shares of Common Stock (Details) | Jun. 30, 2014 | Dec. 31, 2013 |
Class Of Stock [Line Items] | ' | ' |
Common stock, capital shares reserved for future issuance | 20,045,120 | 19,902,548 |
Options and RSUs outstanding under the 2007 stock option plan | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Common stock, capital shares reserved for future issuance | 4,432,629 | 4,290,057 |
Conversion of Series A, A-1, B and C preferred stock | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Common stock, capital shares reserved for future issuance | 15,510,330 | 15,510,330 |
Convertible preferred stock warrants to purchase Series A-1 preferred stock | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Common stock, capital shares reserved for future issuance | 77,161 | 77,161 |
Convertible preferred stock warrants to purchase common stock | ' | ' |
Class Of Stock [Line Items] | ' | ' |
Common stock, capital shares reserved for future issuance | 25,000 | 25,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Infromation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Feb. 28, 2014 | Jul. 02, 2013 | Nov. 30, 2011 | Feb. 28, 2014 | Jul. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Agreement | Standby Letters of Credit | Standby Letters of Credit | Sub Lease One | Sub Lease Two | |||||||
Operating Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sublease commitments charges | ' | ' | ' | ' | ' | ' | $103 | ' | ' | ' | ' |
Number of operating lease agreements | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Sublease expiration date | ' | ' | 28-Feb-17 | ' | ' | ' | ' | ' | ' | 31-Jul-14 | 31-May-16 |
Rent expense | 546 | 258 | 1,038 | 481 | ' | ' | ' | ' | ' | ' | ' |
Irrevocable letters of credit amount | ' | ' | ' | ' | $408 | $334 | ' | ' | ' | ' | ' |
Letter of credit agreement period | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year | ' | ' |
Line of credit facility expiration date | ' | ' | ' | ' | ' | ' | ' | 28-Feb-15 | 2-Jul-15 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Commitments For Minimum Rentals Under Operating Lease (Details) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 (remaining 6 months) | $1,630 |
2015 | 1,681 |
2016 | 1,489 |
2017 | 1,020 |
2018 | 819 |
Thereafter | 1,344 |
Total minimum lease payments | $7,983 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted | $0 | $1.69 | $4.51 | $1.69 | ' |
Aggregate intrinsic value of options granted | $0 | $301 | $7.20 | $301 | ' |
Fair value of vested options | ' | ' | $681,000 | ' | ' |
Unrecognized compensation cost | $6,200,000 | ' | $6,200,000 | ' | ' |
Unrecognized compensation cost expected to be recognized period | ' | ' | '6 years 7 months 6 days | ' | '3 years 4 months 24 days |
2007 Equity Compensation Plan | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | 6,093,703 | ' | 6,093,703 | ' | 6,093,703 |
Employee Stock Option | 2007 Equity Incentive Plan | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Options granted vesting period | ' | ' | '4 years | ' | ' |
Percentage of options granted vesting period | ' | ' | 25.00% | ' | ' |
Restricted Stock Units (RSUs) | 2007 Equity Incentive Plan | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Options granted vesting period | ' | ' | '4 years | ' | ' |
Percentage of options granted vesting period | ' | ' | 25.00% | ' | ' |
Maximum | Employee Stock Option | 2007 Equity Incentive Plan | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Options granted exercisable vesting period | ' | ' | '10 years | ' | ' |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Plan (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Outstanding number of shares | ' | ' |
Outstanding number of shares, Beginning | 4,290,057 | ' |
Outstanding number of shares, Options granted | 140,500 | ' |
Outstanding number of shares, Options exercised | -283,677 | ' |
Outstanding number of shares, Options canceled | -135,480 | ' |
Outstanding number of shares, Ending | 4,011,400 | 4,290,057 |
Outstanding number of shares, Options exercisable and vested | 2,056,016 | ' |
Outstanding number of shares, Options vested and expected to vest | 3,531,316 | ' |
Weighted-average exercise price per share | ' | ' |
Weighted average exercise price per shares, Beginning | $1.28 | ' |
Weighted average exercise price per shares, Options granted | $7.38 | ' |
Weighted average exercise price per shares, Options exercised | $0.83 | ' |
Weighted average exercise price per shares, Options canceled | $2.48 | ' |
Weighted average exercise price per shares, Ending | $1.48 | $1.28 |
Weighted average exercise price per shares, Options exercisable and vested | $0.75 | ' |
Weighted average exercise price per shares, Options vested and expected to vest | $1.40 | ' |
Weighted average remaining contractual life | ' | ' |
Weighted average remaining contractual life, Beginning | '7 years 7 months 10 days | '8 years |
Weighted average remaining contractual life, Ending | '7 years 7 months 10 days | '8 years |
Weighted average remaining contractual life, Options exercisable and vested | '3 years 15 days | ' |
Weighted average remaining contractual life, Options vested and expected to vest | '6 years 6 months 29 days | ' |
Aggregate intrinsic value | ' | ' |
Aggregate intrinsic value, Beginning | $24,973 | ' |
Aggregate intrinsic value, Ending | 42,186 | 24,973 |
Aggregate intrinsic value, Options exercisable and vested | 23,142 | ' |
Aggregate intrinsic value, Options vested and excepted to vest | $37,440 | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Employees | Minimum | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | ' | 1.20% | 1.80% | 1.20% |
Dividend yield | ' | ' | ' | ' |
Volatility | ' | 68.00% | 66.00% | 68.00% |
Expected term | ' | '5 years 2 months 12 days | '6 years | '5 years 2 months 12 days |
Employees | Maximum | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | ' | 1.40% | 2.00% | 1.40% |
Dividend yield | ' | ' | ' | ' |
Volatility | ' | 69.00% | 67.00% | 69.00% |
Expected term | ' | '6 years 1 month 6 days | '6 years 4 months 24 days | '6 years 1 month 6 days |
Non-Employees | Minimum | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 2.00% | 0.90% | 2.00% | 0.90% |
Dividend yield | ' | ' | ' | ' |
Volatility | 63.00% | 65.00% | 63.00% | 65.00% |
Expected term | '6 years | '5 years 7 months 6 days | '6 years | '5 years 7 months 6 days |
Non-Employees | Maximum | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 2.40% | 2.40% | 2.40% | 2.40% |
Dividend yield | ' | ' | ' | ' |
Volatility | 65.00% | 68.00% | 65.00% | 68.00% |
Expected term | '8 years 8 months 12 days | '9 years 3 months 18 days | '8 years 8 months 12 days | '9 years 3 months 18 days |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Plans RSUs Activity (Details) (Restricted Stock Units (RSUs), USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Restricted Stock Units (RSUs) | ' |
Weighted average remaining contractual life | ' |
Weighted average remaining contractual life, granted | '3 years 8 months 12 days |
Weighted average remaining contractual life, ending | '3 years 8 months 12 days |
Outstanding number of shares | ' |
Outstanding number of shares, Beginning | ' |
Outstanding number of shares, RSUs granted | 448,729 |
Outstanding number of shares, RSUs canceled | -27,500 |
Outstanding number of shares, Ending | 421,229 |
Weighted-average Grant Date Fair Value | ' |
Weighted-Average Grant Date Fair Value, Beignning | ' |
Weighted-Average Grant Date Fair Value,granted | $10 |
Weighted-Average Grant Date Fair Value,canceled | $11 |
Weighted-Average Grant Date Fair Value, Ending | $11 |
StockBased_Compensation_Summar2
Stock-Based Compensation - Summary of Effects of Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $632 | $129 | $1,048 | $231 |
Research and development | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 209 | 27 | 311 | 50 |
Sales and marketing | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 193 | 35 | 333 | 63 |
General and administrative | ' | ' | ' | ' |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $230 | $67 | $404 | $118 |
Net_Loss_Income_per_Share_Addi
Net (Loss) Income per Share - Additional Information (Details) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2013 |
Convertible Preferred Stock | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities that were excluded from calculation of diluted net loss per share | 15,500 | 15,500 |
Options to purchase common stock | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities that were excluded from calculation of diluted net loss per share | 1,500 | 1,500 |
Preferred and common stock warrants | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities that were excluded from calculation of diluted net loss per share | 102 | 102 |
Net_Loss_per_Share_and_Unaudit
Net Loss per Share and Unaudited Pro Forma Loss per Share - Schedule of Computation of Net Loss per Common Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator | ' | ' | ' | ' |
Net (loss) income | $2,084 | ($2,606) | $1,317 | ($4,510) |
Noncumulative dividends on convertible preferred stock | -891 | ' | -1,317 | ' |
Undistributed earnings allocated to participating securities | -824 | ' | ' | ' |
Allocation of distributed earnings attributable to common stockholders | 369 | -2,606 | ' | -4,510 |
Denominator | ' | ' | ' | ' |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - basic | 6,939,232 | 6,609,434 | 6,867,271 | 6,599,316 |
Net income per share attributable to common stockholders, basic | $0.05 | ($0.39) | ' | ($0.68) |
Numerator | ' | ' | ' | ' |
Net (loss) income attributable to common stockholders, basic and diluted | $369 | ($2,606) | ' | ($4,510) |
Denominator | ' | ' | ' | ' |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - basic | 6,939,232 | 6,609,434 | 6,867,271 | 6,599,316 |
Convertible preferred stock | 15,510,314 | ' | 15,510,314 | ' |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders - diluted | 25,766,430 | 6,609,434 | 25,683,673 | 6,599,316 |
Net income per share attributable to common stockholders, diluted | $0.01 | ($0.39) | ' | ($0.68) |
Employee stock options and RSUs | ' | ' | ' | ' |
Denominator | ' | ' | ' | ' |
Employee stock options, RSUs and Warrants | 3,223,621 | ' | 3,213,087 | ' |
Preferred and common stock warrants | ' | ' | ' | ' |
Denominator | ' | ' | ' | ' |
Employee stock options, RSUs and Warrants | 93,263 | ' | 93,002 | ' |
Employee_Befefit_Plans_Additio
Employee Befefit Plans - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ' |
Description of Profit Sharing Plan (the Plan) | 'The Company started a 401(k) Profit Sharing Plan (the Plan), effective January 1, 2009 for employees who are 21 years of age or older. |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' |
Foreign income taxes and state minimum taxes | $92 | $20 | $137 | $34 |
Current federal tax benefit | ' | 0 | ' | ' |
Uncertain tax positions | 0 | ' | 0 | ' |
Unrecognized tax benefits related to uncertain tax positions | ' | ' | $0 | ' |
Segment_Information_Additional
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Business | |
Segment Reporting Information [Line Items] | ' |
Number of operating business activity | 1 |
Segment_Information_Schedule_o
Segment Information - Schedule of Total Revenue from Customers By Location (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' |
Total revenue | $28,715 | $12,641 | $50,741 | $22,221 |
United States | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' |
Total revenue | 18,576 | 8,518 | 33,433 | 14,935 |
Australia | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' |
Total revenue | 2,861 | 1,304 | 4,911 | 2,283 |
CANADA | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' |
Total revenue | 3,071 | 1,408 | 5,121 | 2,082 |
All Other Countries | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' |
Total revenue | $4,207 | $1,411 | $7,276 | $2,921 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 29, 2014 | Aug. 15, 2014 | Jul. 23, 2014 | Jul. 23, 2014 | Jul. 23, 2014 |
In Millions, except Share data, unless otherwise specified | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||
IPO | IPO | ||||||
Underwriters | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | ' | ' | ' | ' | ' | 7,187,500 | 937,500 |
Issuance price per share | ' | ' | ' | ' | ' | $7 | ' |
Proceeds from initial public offering | ' | ' | ' | ' | ' | $46.80 | ' |
Estimated offering expenses | ' | ' | ' | ' | ' | 3.5 | ' |
Common stock, shares issued | 6,958,437 | 6,674,757 | ' | ' | 29,683,122 | ' | ' |
Common stock, shares outstanding | 6,958,437 | 6,674,757 | ' | ' | 29,683,122 | ' | ' |
Repayments of Lines of Credit | ' | ' | $11.80 | ' | ' | ' | ' |
Class of warrants, Exercised | ' | ' | ' | 93,280 | ' | ' | ' |