Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TUBE | ||
Entity Registrant Name | TUBEMOGUL INC | ||
Entity Central Index Key | 1,449,278 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 35,559,301 | ||
Entity Public Float | $ 249.3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 83,439 | $ 46,592 |
Accounts receivable, net | 159,899 | 88,457 |
Prepaid expenses and other current assets | 3,752 | 2,322 |
Total current assets | 247,090 | 137,371 |
Property, equipment and software, net | 8,585 | 3,902 |
Restricted cash | 1,563 | 742 |
Other assets | 1,495 | 692 |
Total assets | 258,733 | 142,707 |
Current liabilities: | ||
Accounts payable | 47,346 | 19,087 |
Accrued liabilities | 74,927 | 50,714 |
Revolving line of credit | 2,050 | |
Other current liabilities | 1,701 | 1,664 |
Total current liabilities | 126,024 | 71,465 |
Deferred rent | 746 | 601 |
Note payable, net of current portion | 1,787 | |
Total liabilities | $ 128,557 | $ 72,066 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock; $0.001 par value; 10,000 shares authorized and 0 outstanding as of December 31, 2015 and 2014, respectively | ||
Common stock; $0.001 par value; 200,000 shares authorized and 35,344 and 29,838 shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 35 | $ 30 |
Additional paid-in capital | 167,316 | 94,013 |
Accumulated deficit | (37,016) | (23,285) |
Accumulated other comprehensive loss | (159) | (117) |
Total stockholders’ equity | 130,176 | 70,641 |
Total liabilities and stockholders’ equity | $ 258,733 | $ 142,707 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 35,344,000 | 29,838,000 |
Common stock, shares outstanding | 35,344,000 | 29,838,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Total revenue | $ 180,696 | $ 114,243 | $ 57,214 |
Cost of revenue | 58,193 | 33,941 | 19,698 |
Gross profit | 122,503 | 80,302 | 37,516 |
Operating expenses: | |||
Research and development | 41,007 | 22,142 | 11,837 |
Sales and marketing | 55,331 | 38,133 | 21,378 |
General and administrative | 37,000 | 21,615 | 10,477 |
Total operating expenses | 133,338 | 81,890 | 43,692 |
Loss from operations | (10,835) | (1,588) | (6,176) |
Other expense, net: | |||
Interest expense, net | (37) | (216) | (169) |
Other, net | (370) | (388) | |
Foreign exchange loss, net | (2,196) | (1,987) | (618) |
Other expense, net | (2,233) | (2,573) | (1,175) |
Net loss before income taxes | (13,068) | (4,161) | (7,351) |
Provision for income taxes | (663) | (283) | (60) |
Net loss | $ (13,731) | $ (4,444) | $ (7,411) |
Basic and diluted net loss per share attributable to common stockholders | $ (0.42) | $ (0.22) | $ (1.12) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders | 32,736 | 19,928 | 6,613 |
Platform Direct | |||
Revenue: | |||
Total revenue | $ 72,212 | $ 49,231 | $ 19,331 |
Platform Services | |||
Revenue: | |||
Total revenue | $ 108,484 | $ 65,012 | $ 37,883 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (13,731) | $ (4,444) | $ (7,411) |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (42) | (74) | (42) |
Comprehensive loss | $ (13,773) | $ (4,518) | $ (7,453) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive loss |
Balances, Shares at Dec. 31, 2012 | 23,009 | 13,824,958 | 6,576,978 | |||
Balances at Dec. 31, 2012 | $ 23,009 | $ 14 | $ 7 | $ 34,419 | $ (11,430) | $ (1) |
Issuance of preferred stock net of issuance costs, Shares | 1,685,372 | |||||
Issuance of preferred stock net of issuance costs | 10,913 | $ 2 | 10,911 | |||
Issuance of common stock upon exercise of options, Shares | 97,779 | |||||
Issuance of common stock upon exercise of options | 25 | 25 | ||||
Stock-based compensation expense | 761 | 761 | ||||
Foreign currency translation loss | (42) | (42) | ||||
Net loss | (7,411) | (7,411) | ||||
Ending Balances, Shares at Dec. 31, 2013 | 15,510,330 | 6,674,757 | ||||
Ending Balances at Dec. 31, 2013 | 27,255 | $ 16 | $ 7 | 46,116 | (18,841) | (43) |
Issuance of common stock upon exercise of options, Shares | 372,025 | |||||
Issuance of common stock upon exercise of options | 403 | 403 | ||||
Conversion of convertible preferred stock to common stock, Shares | (15,510,330) | 15,510,330 | ||||
Conversion of convertible preferred stock to common stock | $ (16) | $ 16 | ||||
Cashless exercise of stock warrants to common stock, Shares | 93,280 | |||||
Cashless exercise of stock warrants to common stock | 516 | 516 | ||||
Issuance of common stock from initial public offering, net of issuance costs, Shares | 7,187,500 | |||||
Issuance of common stock from initial public offering, net of issuance costs | 43,442 | $ 7 | 43,435 | |||
Stock-based compensation expense | 3,543 | 3,543 | ||||
Foreign currency translation loss | (74) | (74) | ||||
Net loss | (4,444) | (4,444) | ||||
Ending Balances, Shares at Dec. 31, 2014 | 29,837,892 | |||||
Ending Balances at Dec. 31, 2014 | $ 70,641 | $ 30 | 94,013 | (23,285) | (117) | |
Issuance of common stock upon exercise of options, Shares | 936,000 | |||||
Issuance of common stock from initial public offering, net of issuance costs, Shares | 3,969,486 | |||||
Issuance of common stock from initial public offering, net of issuance costs | $ 58,333 | $ 4 | 58,329 | |||
Issuance of common stock upon exercise of options and vesting of RSUs, Shares | 1,326,472 | |||||
Issuance of common stock upon exercise of options and vesting of RSUs | $ 842 | $ 1 | 841 | |||
Issuance of common stock under ESPP, Shares | 1,136,964 | 209,793 | ||||
Issuance of common stock under ESPP | $ 1,570 | 1,570 | ||||
Stock-based compensation expense | 12,563 | 12,563 | ||||
Foreign currency translation loss | (42) | (42) | ||||
Net loss | (13,731) | (13,731) | ||||
Ending Balances, Shares at Dec. 31, 2015 | 35,343,643 | |||||
Ending Balances at Dec. 31, 2015 | $ 130,176 | $ 35 | $ 167,316 | $ (37,016) | $ (159) |
Consolidated Statements of Cha7
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Stockholders Equity [Abstract] | |||
Issuance of stock, net issuance cost | $ 875 | $ 3,349 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (13,731) | $ (4,444) | $ (7,411) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 2,408 | 864 | 322 |
Provision for doubtful accounts | 1,287 | 903 | 539 |
Provision for credit memos | 3,244 | 1,875 | |
Stock-based compensation expense | 12,563 | 3,543 | 761 |
Other gains, net | 359 | 394 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (75,973) | (44,315) | (24,341) |
Prepaid expenses and other current assets | (1,430) | (902) | (1,100) |
Payments of costs related to initial public offering | (3,349) | (129) | |
Other assets | (1,079) | 126 | (192) |
Accounts payable | 27,044 | 15,055 | (637) |
Accrued liabilities | 24,500 | 16,024 | 23,423 |
Other current and noncurrent liabilities | 696 | 339 | 217 |
Net cash used in operating activities | (20,471) | (13,922) | (8,154) |
Cash flows from investing activities: | |||
Increase in restricted cash | (821) | (408) | (334) |
Purchases of property, equipment and software | (5,876) | (3,299) | (1,439) |
Net cash used in investing activities | (6,697) | (3,707) | (1,773) |
Cash flows from financing activities: | |||
Proceeds from public offering of common stock, net of underwriting discounts, commission and offering costs | 58,333 | 46,791 | |
Proceeds from issuance of preferred stock, net of issuance cost | 10,913 | ||
Proceeds from note payable | 2,635 | ||
Repayment of note payable and convertible note | (1,373) | (2,374) | (1,351) |
Proceeds from line of credit | 2,050 | 11,800 | 100 |
Repayment of line of credit | (11,800) | (100) | |
Proceeds from issuances of common stock from options exercised, convertible note exercised and under ESPP | 2,412 | 403 | 212 |
Net cash provided by financing activities | 64,057 | 44,820 | 9,774 |
Effect of exchange rate changes on cash and cash equivalents | (42) | (74) | (42) |
Net increase in cash and cash equivalents | 36,847 | 27,117 | (195) |
Cash and cash equivalents, beginning of year | 46,592 | 19,475 | 19,670 |
Cash and cash equivalents, end of year | 83,439 | 46,592 | 19,475 |
Supplemental disclosures: | |||
Cash paid for income taxes | 348 | 97 | 1 |
Cash paid for interest | 108 | 226 | 170 |
Equipment purchased and unpaid at year end | $ 1,215 | ||
Conversion of preferred stock warrants to common stock warrants | 516 | ||
Cashless exercise of stock warrants to common stock | $ 82 | ||
Deferred offering costs recorded in accounts payable and accrued liabilities | $ 126 |
The Company and its Significant
The Company and its Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
The Company and its Significant Accounting Policies | 1. The Company and its Significant Accounting Policies The Company TubeMogul, Inc., a Delaware corporation (the Company), is a leader in software for brand advertising. The Company’s customers include many of the world’s largest brands and their media agencies. The Company is headquartered in Emeryville, California and has offices in several other locations in the U.S. and internationally including in Kyiv, London, Paris, Sao Paulo, Shanghai, Singapore, Sydney, Tokyo and Toronto. The Company consummated its initial public offering (IPO) of 7,187,500 shares of common stock at an offering price of $7 per share in July 2014. 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 $46.8 million after deducting underwriting discounts and commissions, and before deducting total expenses in connection with the offering of $3.3 million. The Company completed a follow-on public offering of common stock in June 2015. The Company sold 3,500,000 shares of its common stock and certain stockholders sold 1,763,246 shares. The shares were sold at a public offering price of $15.75 per share for net proceeds of $52.2 million to the Company, after deducting underwriting discounts and commissions of $2.9 million and before deducting total expenses in connection with this offering of approximately $875. On July 10, 2015, in connection with the Company’s public follow-on offering of common stock on June 10, 2015, the underwriters partially exercised their over-allotment option and purchased 469,486 shares of common stock for net proceeds of $7.0 million. 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 consolidated financial statements include allowances for doubtful accounts and credit memos, useful lives for depreciation and amortization, loss contingencies, valuation of deferred tax assets, capitalization of software costs, delivery of impressions for campaigns using the Company’s programmatic TV (PTV) solution and assumptions used for valuation of stock-based compensation. Actual results could differ from those and other estimates. Principles of Consolidation and Basis of Presentation These consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made in the prior years’ financial statements to conform to the 2015 presentation. Such reclassifications had no impact on previously reported net income or stockholders’ equity and are not considered material in any of the periods presented. 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 held at reputable financial institutions. 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 represents cash restricted for the Company’s irrevocable standby letters of credit for the benefit of certain of the Company’s real property lessors. Accounts Receivable Accounts receivable are stated at net realizable value. The Company recognizes allowances for estimated bad debt and credit memo losses in the period in which the related sale is recorded. Allowances for bad debts are estimated based on the Company’s historical write-off experience and an assessment of customer-specific circumstances including, aged balances, payment history, changes in payment terms, and other customer- specific information which may provide an indication that account balances are not collectible. 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: Years Ended December 31, 2015 2014 2013 Balance, beginning of year $ (1,369 ) $ (714 ) $ (350 ) Additions to allowance (1,287 ) (903 ) (539 ) Write offs, net of recoveries 546 248 175 Balance, end of year $ (2,110 ) $ (1,369 ) $ (714 ) The Company established a reserve for sales adjustments and credit memos during the year ended December 31, 2014. Credit memo losses primarily relate to billing discrepancies and customer concessions and are estimated using a combination of specifically identified potential claims and estimated amounts which are derived from actual historical experience. Credit memo losses are recorded as a reduction to accounts receivable on the consolidated balance sheets. The following table presents the changes in the allowance for credit memos losses: Years Ended December 31, 2015 2014 Balance, beginning of year $ (460 ) $ — Additions to allowance (3,244 ) (1,875 ) Issued credit memos 2,829 1,415 Balance, end of year $ (875 ) $ (460 ) 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 ranging from three to seven years. Repairs and maintenance are charged to expense as incurred. When the assets are sold or retired or otherwise disposed of, their cost and related accumulated depreciation and amortization are written off 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 shorter of the remaining term of the lease or the useful life of the assets. 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 the reporting date. Upon completion of construction, the assets will be depreciated over the shorter of their useful lives or the remaining lease term. Upon commencement of the use of the server, it will be depreciated over the useful life of the server, which will be determined upon commencement of the use. 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 $2,421 and $523 in internal-use software development costs related to platform enhancement and website development during the years ended December 31, 2015 and 2014, respectively. These costs are included in property, equipment and software, net in 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. Amortization expense is recognized in cost of revenue in the Consolidated Statement of Operations. Costs for research and development efforts have been expensed as incurred and relate primarily to payroll costs incurred in the development of the platform. 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 material impairment charges recorded in any of the periods presented. Fair Value Measurement and Financial Instruments The Company measures the fair value of its financial instruments in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Fair Value Measurements 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 Company had $72,416 and $45,166 of cash equivalents as of December 31, 2015 and 2014, respectively, which are measured at fair value on a recurring basis. Inputs used in measuring fair value of cash equivalents are categorized as Level 1 . From time to time the Company enters into foreign currency forward contracts to mitigate its exposure to foreign exchange risk. The foreign currency forward contracts are valued using observable inputs, such as quotations on forward foreign exchange points and foreign interest rates and are categorized as Level 2. Realized gains from these contracts were $562 for the year ended December 31, 2015. The Company did not enter into such contracts during the year ended December 31, 2014. The Company uses foreign currency forward contracts to mitigate the impact of foreign currency fluctuations of certain non-U.S. dollar denominated asset positions, primarily cash and accounts receivable. Gains and losses resulting from currency exchange rate movements on these forward contracts are recognized in other income (expense) in the accompanying condensed consolidated statements of operations in the period in which the exchange rates change and offset the foreign currency gains and losses on the underlying exposure being hedged. The Company does not enter into derivative financial instruments for trading or speculative purposes. In fiscal year 2010, the Company issued a Series A-1 preferred stock warrant (as described in Note 4) that contained a price protection clause that provided that the exercise price of the warrants was 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 was 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. Prior to the conversion of all Company preferred stock as a result of the closing of the IPO on July 23, 2014, the Company recorded fair value adjustments each reporting period under other income expense, net. As the warrant’s fair value is based on significant inputs that were not observable in the market, they were categorized as Level 3. Changes in warrant liability consisted of the following during: Year Ended December 31, 2014 Balance, beginning of year $ 684 Change in fair value of convertible preferred stock warrant liability (168 ) Conversion of preferred stock warrants to common stock warrants (516 ) Balance, end of year $ — Since all carrying amounts approximate fair value, no other comprehensive income or loss has been recognized. There were no sales, purchases, settlements, or other 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, 2015 and December 31, 2014, but which require disclosure of their fair values, include accounts receivable, accounts payable, accrued liabilities and debt. The estimated fair values of such instruments at December 31, 2015 and December 31, 2014 approximated their carrying values due to being short term in nature. The fair values of all of these instruments are categorized as Level 2 in the fair value hierarchy. 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. For the Company’s Platform Services arrangements, once the advertising is delivered in accordance with the terms of the insertion order (IO), 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 IOs. Revenue is recognized during the period in which the advertising is delivered. 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 based on its determination as to whether the Company is acting as the principal in the revenue generation arrangement 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’s programmatic television, or PTV, provides customers with an automated solution to plan, buy and measure TV ads. 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 IOs 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 are based on advertising impressions the Company purchases from inventory sources 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. 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 $7.7 million, $6.4 million and $3.8 million for the years ended December 31, 2015, 2014 and 2013, respectively, and is included in sales and marketing expense in the accompanying 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 stock-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 share based awards at each measurement period. Total expenses for nonemployee share based awards has been immaterial to date. The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-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 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. 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 recording 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. For market based awards, the Company uses the Monte Carlo simulation model to determine the fair value of each market-based award. The determination of the grant date fair value of the awards using a simulation model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the expected stock price volatility over the expected life of the awards, risk-free interest rates, and expected dividends. The Company’s current estimate of volatility is based on the volatility of comparable public companies. The risk free interest rate is equal to the U.S. Treasury constant maturity rates for the period equal to the expected life. The Company does not currently pay cash dividends on common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is zero. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, 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 which 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 its provision for income tax. 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 gain (loss) is impacted by movements in exchange rates and the amount of foreign-currency denominated receivables and payables. The foreign exchange loss in the years ended December 31, 2015, 2014 and 2013 was primarily attributable to the strengthening of the U.S. dollar in relation to the Australian dollar, Canadian dollar, British pound and Euro for foreign-currency denominated transactions. 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. Following the conversion of the preferred stock and preferred stock warrants at the time of the IPO, there are no other participating securities outstanding. 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 years ended December 31, 2015, 2014 and 2013, there is no impact or change in presentation as a result of applying the two-class method. Segments and Concentration of Risk 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 U.S. As of December 31, 2015 there was one customer that accounted for more than 14% of outstanding gross accounts receivable. There were no customers that accounted for more than 10% of gross accounts receivable as of December 31, 2014. There were no customers that accounted for more than 10% of revenue during the year ended December 31, 2015, 2014 or 2013. The Company considers publishers as its suppliers and Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than twelve months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The ASU also requires certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The requirements should be applied on a modified retrospective basis and the updated standard will be effective for the Company in the first quarter of 2020. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its consolidated financial statements and related disclosures. In November 2015, the FASB issued Accounting Standards Update (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position, and eliminates the prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified balance sheet. The Company has early-adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a change in accounting principle and reclassification of our net current deferred tax asset and current deferred tax liability to the net non-current deferred tax asset in our Consolidated Balance Sheet as of December 31, 2015. No prior periods were retrospectively adjusted. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted for all entities. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its consolidated financial statements and related disclosures. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements and footnote disclosures. In May 2014, the FASB, issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which clarifies existing accounting literature relating to how and when a company recognizes revenue. 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. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB decided on July 9, 2015 to defer for one year the effective date of the new revenue standard for public and nonpublic entities reporting under GAAP. The FASB also decided to permit entities to early adopt the standard, for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The updated standard will be effective for the Company in the first quarter of 2018. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its consolidated financial statements and related disclosures. |
Property, Equipment and Softwar
Property, Equipment and Software, net | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property, Equipment and Software, net | 2. Property, Equipment and Software, net Property, equipment and software, net consisted of the following: December 31, 2015 2014 Computer, software and office equipment $ 4,509 $ 1,928 Capitalized internal use software costs 3,587 1,166 Furniture and fixtures 1,821 1,049 Leasehold improvements 2,336 1,043 12,253 5,186 Less accumulated depreciation and amortization (3,668 ) (1,284 ) Total $ 8,585 $ 3,902 Total depreciation and amortization expense, excluding amortization of capitalized internal use software costs, was $1,630, $597 and $232 for years ended December 31, 2015, 2014, and 2013, respectively. The amortization expense of capitalized internal use software costs was $778, $267, and $90 for years ended December 31, 2015, 2014, and 2013, respectively and is recorded in cost of revenue in the consolidated statement of operations. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 3. Accrued Liabilities Accrued liabilities consisted of the following: December 31, 2015 2014 Accrued media costs $ 61,040 $ 41,436 Sales commissions 3,776 2,826 Payroll and related expenses 6,314 3,757 Other accrued expenses 3,797 2,695 Total $ 74,927 $ 50,714 Accrued media costs consist of amounts owed to the Company’s vendors for impressions delivered through December 31, 2015 and 2014. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 4. Debt Obligations December 31, 2015 2014 Short-term debt and current portion of long-term debt Revolving credit facility $ 2,050 $ — Current portion of long-term debt: Term loan 848 1,362 Total current $ 2,898 $ 1,362 Long-term debt Term loan $ 2,635 $ 1,362 Less: current portion of long-term debt: 848 1,362 Total noncurrent $ 1,787 $ — On August 21, 2013, the Company entered into an amended and restated Loan and Security Agreement (Loan Agreement) providing for a growth capital term loan and a revolving line of credit. Revolving Line of Credit In April 2014, the Company entered into an amendment to its Loan Agreement. The amendment increased the amount of the revolving line of credit to $35.0 million and extended the availability and maturity through April 1, 2016. The amendment also introduced a new financial covenant that requires the Company to meet certain minimum revenue levels. In December 2015, the Company entered into a second amendment to its Loan Agreement. The second amendment increased the amount of the revolving line of credit to $40.0 million, extended its maturity date to April 1, 2017. Under the Loan Agreement, the Company may borrow under the revolving line of credit up to the lesser of (a) $40.0 million and (b) a borrowing base equal to 80% of eligible accounts receivable as defined in the agreement. The interest rate applicable to outstanding advances under the revolving line of credit did not change under the second amendment. Advances under the line of credit accrue interest at a floating per annum rate equal to the prime rate as published in the Western Edition Wall Street Journal. The Company is 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 $2.1 million. The interest rate at December 31, 2015, was 3.50%. The Loan Agreement includes a covenant whereby the Company is required to maintain an adjusted quick ratio of at least 1.10 to 1.00, tested as of the last day of each month, on a consolidated basis. This covenant is applicable to a given month if the Company fails to maintain, as of the last day of such month, consolidated revenues equal at least to 85% of the revenue projected in the business plan approved by the Company’s Board of Directors, measured on a trailing six-month basis. 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 $10.0 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 of credit. As of December 31, 2015, the Company had $2.1 million outstanding and had $37.9 million available under the revolving line of credit and was in compliance with all financial covenants. Term Loans Under the Loan Agreement, the Company had the ability to borrow a maximum of $4.25 million at an interest rate of 4.75%. In 2014, the Loan Agreement was amended to add a new $3.0 million capital equipment term loan under which, the Company had $1.4 million outstanding at December 31, 2014. This term loan was repaid in 2015. In 2015, the Company entered into a second amendment to its Loan Agreement. The second amendment added a new $5.0 million capital equipment term loan. The Company can request advances under the capital equipment financing facility through March 31, 2016, and outstanding amounts under the facility bear interest at a floating annual rate of prime plus 0.5%. The Company is required to repay each capital equipment financing facility 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 capital equipment facility loan. As of December 31, 2015, the Company had $2.6 million outstanding under the capital equipment term loan. The interest rate at December 31, 2015, was 4.0%. Future principal payments of debt instruments as of December 31, 2015 are as follows: Principal Payments (in thousands) 2016 $ 2,898 2017 875 2018 912 Thereafter — Total payments $ 4,685 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 contained 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 On July 23, 2014, upon the closing of the Company’s IPO, the warrant converted from a warrant to purchase Series A-1 preferred stock to a warrant to purchase shares of common stock, and the liability at its then fair value of $516 was reclassified to additional paid-in capital. Prior to this date, all changes in the fair value of the warrant were recorded in other (expense) income in the accompanying unaudited consolidated statements of operations. On August 15, 2014, the warrant was net exercised in full for 69,895 shares of common stock. The following assumptions were used at July 23, 2014 (date of warrant conversion): July 23, 2014 Risk-free interest rate 2.53 % Expected volatility 80 % Expected lives 5.8 years Fair value of underlying equity $ 7.00 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. There were no amount outstanding in respect of the warrant liability at the years ended December 31, 2015 and 2014. A revaluation loss (gain) of $0, $(168), and $388 was recorded during the years ended December 31, 2015, 2014, and 2013, respectively, relating to the change in fair value in each period. 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 the Company’s wholly-owned subsidiary in Japan. The notes are non-interest bearing and non-collateralized. In October 2014, the Company redeemed the convertible notes from all of its investors for $957 (inclusive of a premium to induce repayment), of which the Company recorded $538 as loss on extinguishment of convertible notes in other (expense) income, net in the accompanying consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 5. Stockholders’ Equity Common and In connection with the IPO, the Company’s board of directors and stockholders approved the amendment and restatement of the Company’s certificate of incorporation, which was effective immediately following the closing of the IPO on July 23, 2014. Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue up to 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock. The following table presents the shares authorized and issued and outstanding as of December 31, 2015 and 2014: Shares Issuance Shares Issued and Price Per Carrying Liquidation Authorized Outstanding Share Value Preference Series A 4,177,390 1,257,838 $ 1.21 $ 1,448 $ 1,525 Series A — 830,866 0.91 756 1,007 Series A-1 7,847,028 3,675,129 0.87 3,128 3,215 Series A-1 — 171,228 0.70 120 150 Series B 10,298,658 5,149,330 1.94 9,896 10,000 Series C 8,851,871 4,425,939 6.47 28,564 28,658 Common stock, $0.001 par value 62,000,000 6,674,757 Balance as of December 31, 2013 93,174,947 22,185,087 $ 43,912 $ 44,555 Converted (31,174,947 ) (15,510,330 ) Preferred stock as of December 31, 2014 10,000,000 — Common stock, $0.001 par value as of December 31, 2014 200,000,000 29,837,892 Preferred stock as of December 31, 2015 10,000,000 — Common stock, $0.001 par value as of December 31, 2015 200,000,000 35,343,643 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Lease Commitments The Company’s commitments for minimum rentals under its operating leases as of December 31, 2015 are as follows: Operating leases 2016 $ 4,342 2017 4,283 2018 3,742 2019 3,528 2020 3,224 Thereafter 5,808 Total minimum lease payments $ 24,927 Rent expense was $2,875, $2,178, and $1,178 for the years ended December 31, 2015, 2014, and 2013, respectively. In December, the Company entered into a sublease agreement under which it will receive sublease income of $560, $577, $595, and $613 in 2016, 2017, 2018, and 2019, respectively. Sublease income is not included in the minimum lease payments above. Purchase Commitments In August 2015, the Company entered into a commitment to purchase media from a single supplier in the amount of $7.5 million to $15.0 million, depending on the type of media purchased. These purchases can be made at any time from February 15, 2015 through September 30, 2016. As of December 31, 2015, the Company had purchased $1.6 million of media under this arrangement. 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 letter of credit automatically renews on its anniversary so long that the sub-lease is still effective. The letter of credit may be canceled prior to the expiration date upon the written request of the beneficiary. 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 letter of credit automatically renews on its anniversary so long that the lease is still effective. The letter of credit may be canceled prior to the expiration date upon the written request of the beneficiary. In October 2015, the Company entered into an irrevocable standby letter of credit in the amount of $821 for the benefit of one of its lessors. The irrevocable letter of credit automatically renews on its anniversary so long that the lease is still effective. The letter of credit may be canceled prior to the expiration date upon the written request of the beneficiary. The Company is contractually required 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation On July 9, 2007, the board of directors and stockholders of the Company approved and adopted the TubeMogul, Inc. 2007 Equity Compensation Plan (the 2007 Plan) that permitted the grant 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 2007 Plan, shares of common stock are reserved for the issuance of permitted awards to eligible participants. Options granted generally vest and become exercisable 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. Restricted stock units (RSUs) granted are generally released from restriction over a four-year term from the date of grant, at a rate of 25% after one year, then quarterly on a straight-line basis thereafter. Common shares purchased or issued under the 2007 Plan are subject to certain restrictions. The Company has authorized and reserved a total of 6,093,703 shares of common stock under the 2007 Plan for the grant of permitted awards to employees, directors, consultants, and other service providers for the Company or related companies. The 2007 Plan terminated effective July 18, 2014, though it continues to govern outstanding awards issued under the 2007 Plan prior to July 18, 2014. In February 2014, t he Company’s board of directors and stockholders approved and adopted the TubeMogul, Inc. 2014 Equity Incentive Plan (the 2014 Plan), and the 2014 Plan became effective on July 16, 2014, the day immediately preceding the Company’s IPO. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other cash-based or stock-based awards. In addition, the 2014 Plan contains a mechanism through which the Company may adopt a deferred compensation arrangement in the future. Under the 2014 Plan, shares of common stock are reserved for the issuance of permitted awards to eligible participants. The Company has initially authorized and reserved a total of 2,500,000 shares of common stock under the 2014 Plan for the grant of permitted awards. This reserve automatically increased on January 1, 2015 by 1,491,894 shares and will continue to increase on each subsequent anniversary through 2024, by an amount equal to the smaller of (a) five percent (5%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31; and (b) an amount determined by the Company’s board of directors. This reserve also will be increased by up to an additional 4,975,000 shares, to include (a) any shares remaining available for grant under the 2007 Plan at the time of its termination; and (b) shares that would otherwise be returned to the 2007 Plan, upon the expiration or termination of awards granted under that plan. Shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2014 Plan. The shares available under the 2014 Plan will not be reduced by awards settled in cash. The shares available under the 2014 Plan will be reduced by shares withheld to satisfy tax withholding obligations with respect to stock options and stock appreciation rights. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under the 2014 Plan. For purposes of the tables below, the 2007 Plan and the 2014 Plan are collectively referred to as the “Plan”. The following table summarizes the Plan’s stock option activity (in thousands, except per share data): Weighted- Weighted- Weighted average average average Outstanding exercise grant Total remaining Aggregate number of price per date fair value of contractual intrinsic shares share value exercises life value Balance at December 31, 2014 5,166 $ 5.32 7.75 $ 83,132 Options granted 112 14.91 $ 8.95 Options exercised (936 ) 0.90 $ 11,749 Options canceled (76 ) 5.37 Years Ended December 31, 2015 4,266 $ 6.55 7.14 $ 34,748 Options exercisable and vested at December 31, 2015 2,834 $ 4.77 6.57 $ 27,233 Options vested and expected to vest at December 31, 2015 4,165 $ 6.42 7.11 $ 34,349 The weighted average fair value of options granted was $8.95, $9.87, and $2.64 for the years ended December 31, 2015, 2014, and 2013, respectively. The aggregate intrinsic value of options exercised was $11.7 million, $2.9 million, and $7.4 million for the years ended December 31, 2015, 2014 and 2013, 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 stock-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. 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: Years Ended December 31, 2015 2014 2013 Risk-free interest rate 1.18% to 1.63% 1.7% to 2.0% 1.18% to 1.98% Dividend yield — % — % — % Volatility 70% 66% to 71% 68% to 69% Expected term 4.5 to 6.5 years 5.6 to 6.4 years 5.5 to 6.6 years The following table summarizes the Plan’s RSUs activity (in thousands, except per share data): Weighted- Outstanding Average number of Grant Date shares Fair Value Balance at December 31, 2014 998 $ 10.99 RSUs granted 1,824 14.15 RSUs released (390 ) 12.19 RSUs canceled (365 ) 13.74 Years Ended December 31, 2015 2,067 $ 13.51 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 December 31, 2015, there was approximately $34.8 million of total unrecognized compensation cost related to unvested stock-based compensation arrangements granted under the Plan. The remaining unrecognized compensation cost is expected to be recognized over the weighted average remaining vesting period of approximately 3.2 years at December 31, 2015. In November 2014, the Company granted market-based performance options for a total of 385,035 shares under the Plan subject to vesting based upon the Company’s achievement of certain market valuations. The vesting conditions are as follows: Vesting Number of Options Vested Achievement of Market Capitalization Derived Service Period Vesting period Period of Expense Recognition A 154,014 shares The Company obtains a $700 million market capitalization for 90 consecutive trading days calculated as the closing price of one share of the Company’s stock as reported by NASDAQ multiplied by the total number of outstanding shares as of each date. 18 months Equal monthly installments over 24 months, beginning one month after the vesting condition is met 42 months B 231,021 shares The Company obtains a $1 billion market capitalization for 90 consecutive trading days calculated as the closing price of one share of the Company’s stock as reported by NASDAQ multiplied by the total number of outstanding shares as of each date. 29 months Equal monthly installments over 24 months, beginning one month after the vesting condition is met 53 months The options have an exercise price of $17.04 per share and expire in 10 years. The fair value of the awards subject to market conditions was $4.6 million which will be recognized over the requisite service period and was estimated using a Monte Carlo simulation model with the following assumptions used to estimate the fair value thereof: Years Ended December 31, 2015 2014 Risk-free interest rate 1.18% to 1.63% 1.7% to 2.0% Dividend yield — % — % Volatility 70% 66% to 71% Expected term 4.5 to 6.5 years 5.6 to 6.4 years Both the Black-Scholes and the Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the expected term of the award and the price volatility of the underlying stock. Changes in the Black-Scholes and the Monte Carlo valuation assumptions and the Company’s related estimates may change the fair value for stock-based compensation and the related expense recognized. The following table summarizes the effects of stock-based compensation in the Company’s accompanying consolidated statements of operations: Years Ended December 31, 2015 2014 2013 (in thousands) Research and development $ 3,687 $ 1,094 $ 206 Sales and marketing 3,717 1,058 230 General and administrative 5,159 1,391 325 Total stock-based compensation $ 12,563 $ 3,543 $ 761 Employee Stock Purchase Plan In July 2014, the Company’s board of directors adopted and the stockholders approved the Company’s 2014 Employee Stock Purchase Plan (ESPP). The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The administrator may, in its discretion, modify the terms of offering periods. Due to the timing of the IPO, the first offering period started July 17, 2014 and ended on February 16, 2015. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. As of December 31, 2015 the Company had 1,136,964 shares available for sale under the ESPP. The ESPP provides for annual increases in the number of shares available for issuance under the ESPP on the first day of each fiscal year, equal to the least of (a) two percent of the number of shares of Stock issued and outstanding on the immediately preceding fiscal year, or (b) an amount determined by the Board. Compensation cost recognized under this plan was $792 and $248 in the years ended December 2015 and 2014, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss per Share The Company calculates its basic and diluted net loss 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 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. For purposes of this calculation, convertible preferred stock, options to purchase common stock, RSUs and preferred and common stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is antidilutive as the Company had net losses for the years ended December 31, 2015, 2014 and 2013. T he following table sets forth the computation of net loss per common share (in thousands, except per share data): Years Ended December 31, 2015 2014 2013 Net Loss $ (13,731 ) $ (4,444 ) $ (7,411 ) Weighted-average shares used in computing basic and diluted net loss per share 32,736 19,928 6,613 Basic and diluted net loss per share (0.42 ) (0.22 ) (1.12 ) The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Years Ended December 31, 2015 2014 2013 Convertible preferred stock — — 15,510 Employee stock options 4,266 5,166 3,695 RSUs 2,067 998 — ESPP 122 124 — Convertible preferred stock warrants — — 102 Total 6,455 6,288 19,307 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 9. Employee Benefit Plans The Company started a 401(k) Profit Sharing Plan (401(k) Plan), effective January 1, 2009 for U.S. 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 did not match employee contributions during the year ended December 31, 2014, however, the Company began matching up to 25% of employee contributions starting in fiscal year 2015 and recorded $821 in related expense for the year ended December 31, 2015. The Company is responsible for administrative expenses of the 401(k) Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Income (loss) before income taxes is attributable to the following geographic locations: December 31, 2015 2014 2013 2012 United States $ (13,248 ) $ (3,210 ) $ (6,955 ) $ (3,532 ) Foreign 180 (951 ) (396 ) 61 Net loss before income tax $ (13,068 ) $ (4,161 ) $ (7,351 ) $ (3,471 ) The components of the provision for income taxes are as follows: December 31, 2015 2014 2013 Current income tax (benefit) expense: Federal $ (13 ) $ 37 $ — State 148 37 20 Foreign 540 220 40 Total current income tax expense 675 294 60 Deferred income tax expense (benefit): Foreign (12 ) (11 ) — Total deferred income tax expense (benefit) (12 ) (11 ) — Total provision for income taxes $ 663 $ 283 $ 60 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2015, 2014 and 2013. Years Ended December 31, 2015 2014 2013 Net loss before income taxes $ (13,068 ) $ (4,161 ) $ (7,351 ) Expected income tax expense at statutory rate $ (4,443 ) 34.0 % $ (1,415 ) 34.0 % $ (2,499 ) 34.0 % State taxes — net of federal benefit (477 ) 3.7 % (47 ) 1.1 % (316 ) 4.3 % Permanent book-tax differences 716 (5.5 )% 1,066 (25.6 )% 514 (7.0 )% Stock based compensation 738 (5.6 )% — — — — Change in valuation allowance 4,000 (30.6 )% 613 (14.7 )% 2,371 (32.3 )% Other, net 129 (1.0 )% 66 (1.6 )% (10 ) 0.1 % Provision for income taxes $ 663 (5.0 )% $ 283 (6.8 )% $ 60 (0.8 )% The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2015, 2014 and 2013 are as follows: December 31, 2015 2014 2013 Accrued expenses $ 667 $ 470 $ 266 Stock-based compensation 3,278 1,072 236 Reserves and allowances 1,219 708 302 Other 419 468 64 Net operating losses 7,963 5,954 6,451 Deferred Tax Assets $ 13,546 $ 8,672 $ 7,319 Valuation allowance (11,610 ) (7,417 ) (6,804 ) Total Deferred Tax Assets 1,936 1,255 515 State deferred taxes (906 ) (521 ) (510 ) Depreciation and amortization (1,007 ) (723 ) (5 ) Total Deferred Tax Liabilities (1,913 ) (1,244 ) (515 ) Net Deferred Tax Assets $ 23 $ 11 $ — Based on the available objective evidence, management believes it is more-likely-than not that the net deferred tax assets were not fully realizable as of the year ended December 31, 2015. Accordingly, the Company has established a valuation allowance against its net deferred tax assets. For the year ended December 31, 2015, the Company has not provided for income taxes on its undistributed earnings for foreign subsidiaries because these earnings are intended to be permanently reinvested in operations outside the U.S. The unrecognized deferred tax liabilities associated with these earnings are insignificant. The Company has elected to use the "with and without" approach as described in ASC 740-20, "Intraperiod Tax Allocation," in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. As of December 31, 2015, the Company has a net operating loss carryforward of approximately $25.4 million for federal tax purposes and $52.8 million for state tax purposes. If not utilized, these losses will expire beginning in 2017 for state purposes and 2027 for federal purposes. If certain substantial changes in the entity's ownership occur, there could be an annual limitation on the amount of the carryforwards that can be utilized. 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 (IRC), and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization. The Company believes ownership changes, as defined under Section 382 of the IRC, existed in prior years, and has reduced its net operating loss carryforwards to reflect the limitation. FASB authoritative guidance for the accounting for uncertainty in income taxes clarifies the accounting and reporting for income taxes where interpretation of the tax law on the Company’s tax positions may be uncertain. The guidance also prescribes a comprehensive model for the financial statement recognition, derecognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. As of December 31, 2015, the Company does not have uncertain tax positions for which it has recorded a liability. While the Company may have unrecognized tax benefits included in its deferred tax assets, all of its tax benefits are subject to a full valuation allowance as of December 31, 2015 and 2014. Therefore, the Company has not yet performed a study to determine the amount of such unrecognized tax benefits that are more likely than not to be realized. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There was no interest and penalties accrued as of December 31, 2015 and 2014. The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. states and foreign jurisdictions. Tax years 2008-2014 remain open for examination by the Internal Revenue Service and state taxing agencies. The Company has no ongoing tax examinations by tax authorities at this time. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
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 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: Years Ended December 31, 2015 2014 2013 United States $ 146,294 $ 78,686 $ 38,196 All Other Countries 34,402 35,557 19,018 Total revenue $ 180,696 $ 114,243 $ 57,214 The following table summarized long-lived assets in the respective locations: December 31, 2015 2014 United States $ 8,416 $ 3,711 All Other Countries 169 191 Total long-lived assets $ 8,585 $ 3,902 |
The Company and its Significa20
The Company and its Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
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 consolidated financial statements include allowances for doubtful accounts and credit memos, useful lives for depreciation and amortization, loss contingencies, valuation of deferred tax assets, capitalization of software costs, delivery of impressions for campaigns using the Company’s programmatic TV (PTV) solution and assumptions used for valuation of stock-based compensation. Actual results could differ from those and other estimates. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation These consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made in the prior years’ financial statements to conform to the 2015 presentation. Such reclassifications had no impact on previously reported net income or stockholders’ equity and are not considered material in any of the periods presented. |
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 held at reputable financial institutions. 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 represents cash restricted for the Company’s irrevocable standby letters of credit 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 recognizes allowances for estimated bad debt and credit memo losses in the period in which the related sale is recorded. Allowances for bad debts are estimated based on the Company’s historical write-off experience and an assessment of customer-specific circumstances including, aged balances, payment history, changes in payment terms, and other customer- specific information which may provide an indication that account balances are not collectible. 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: Years Ended December 31, 2015 2014 2013 Balance, beginning of year $ (1,369 ) $ (714 ) $ (350 ) Additions to allowance (1,287 ) (903 ) (539 ) Write offs, net of recoveries 546 248 175 Balance, end of year $ (2,110 ) $ (1,369 ) $ (714 ) The Company established a reserve for sales adjustments and credit memos during the year ended December 31, 2014. Credit memo losses primarily relate to billing discrepancies and customer concessions and are estimated using a combination of specifically identified potential claims and estimated amounts which are derived from actual historical experience. Credit memo losses are recorded as a reduction to accounts receivable on the consolidated balance sheets. The following table presents the changes in the allowance for credit memos losses: Years Ended December 31, 2015 2014 Balance, beginning of year $ (460 ) $ — Additions to allowance (3,244 ) (1,875 ) Issued credit memos 2,829 1,415 Balance, end of year $ (875 ) $ (460 ) |
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 ranging from three to seven years. Repairs and maintenance are charged to expense as incurred. When the assets are sold or retired or otherwise disposed of, their cost and related accumulated depreciation and amortization are written off 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 shorter of the remaining term of the lease or the useful life of the assets. 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 the reporting date. Upon completion of construction, the assets will be depreciated over the shorter of their useful lives or the remaining lease term. Upon commencement of the use of the server, it will be depreciated over the useful life of the server, which will be determined upon commencement of the use. |
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 $2,421 and $523 in internal-use software development costs related to platform enhancement and website development during the years ended December 31, 2015 and 2014, respectively. These costs are included in property, equipment and software, net in 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. Amortization expense is recognized in cost of revenue in the Consolidated Statement of Operations. Costs for research and development efforts have been expensed as incurred and relate primarily to payroll costs incurred in the development of the platform. |
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 material impairment charges recorded in any of the periods presented. |
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 Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Fair Value Measurements 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 Company had $72,416 and $45,166 of cash equivalents as of December 31, 2015 and 2014, respectively, which are measured at fair value on a recurring basis. Inputs used in measuring fair value of cash equivalents are categorized as Level 1 . From time to time the Company enters into foreign currency forward contracts to mitigate its exposure to foreign exchange risk. The foreign currency forward contracts are valued using observable inputs, such as quotations on forward foreign exchange points and foreign interest rates and are categorized as Level 2. Realized gains from these contracts were $562 for the year ended December 31, 2015. The Company did not enter into such contracts during the year ended December 31, 2014. The Company uses foreign currency forward contracts to mitigate the impact of foreign currency fluctuations of certain non-U.S. dollar denominated asset positions, primarily cash and accounts receivable. Gains and losses resulting from currency exchange rate movements on these forward contracts are recognized in other income (expense) in the accompanying condensed consolidated statements of operations in the period in which the exchange rates change and offset the foreign currency gains and losses on the underlying exposure being hedged. The Company does not enter into derivative financial instruments for trading or speculative purposes. In fiscal year 2010, the Company issued a Series A-1 preferred stock warrant (as described in Note 4) that contained a price protection clause that provided that the exercise price of the warrants was 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 was 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. Prior to the conversion of all Company preferred stock as a result of the closing of the IPO on July 23, 2014, the Company recorded fair value adjustments each reporting period under other income expense, net. As the warrant’s fair value is based on significant inputs that were not observable in the market, they were categorized as Level 3. Changes in warrant liability consisted of the following during: Year Ended December 31, 2014 Balance, beginning of year $ 684 Change in fair value of convertible preferred stock warrant liability (168 ) Conversion of preferred stock warrants to common stock warrants (516 ) Balance, end of year $ — Since all carrying amounts approximate fair value, no other comprehensive income or loss has been recognized. There were no sales, purchases, settlements, or other 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, 2015 and December 31, 2014, but which require disclosure of their fair values, include accounts receivable, accounts payable, accrued liabilities and debt. The estimated fair values of such instruments at December 31, 2015 and December 31, 2014 approximated their carrying values due to being short term in nature. The fair values of all of these instruments are categorized as Level 2 in the fair value hierarchy. |
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. For the Company’s Platform Services arrangements, once the advertising is delivered in accordance with the terms of the insertion order (IO), 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 IOs. Revenue is recognized during the period in which the advertising is delivered. 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 based on its determination as to whether the Company is acting as the principal in the revenue generation arrangement 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’s programmatic television, or PTV, provides customers with an automated solution to plan, buy and measure TV ads. 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 IOs 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 are based on advertising impressions the Company purchases from inventory sources 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. |
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 $7.7 million, $6.4 million and $3.8 million for the years ended December 31, 2015, 2014 and 2013, respectively, and is included in sales and marketing expense in the accompanying 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 stock-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 share based awards at each measurement period. Total expenses for nonemployee share based awards has been immaterial to date. The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-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 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. 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 recording 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. For market based awards, the Company uses the Monte Carlo simulation model to determine the fair value of each market-based award. The determination of the grant date fair value of the awards using a simulation model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the expected stock price volatility over the expected life of the awards, risk-free interest rates, and expected dividends. The Company’s current estimate of volatility is based on the volatility of comparable public companies. The risk free interest rate is equal to the U.S. Treasury constant maturity rates for the period equal to the expected life. The Company does not currently pay cash dividends on common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is zero. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, 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 which 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 its provision for income tax. |
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 gain (loss) is impacted by movements in exchange rates and the amount of foreign-currency denominated receivables and payables. The foreign exchange loss in the years ended December 31, 2015, 2014 and 2013 was primarily attributable to the strengthening of the U.S. dollar in relation to the Australian dollar, Canadian dollar, British pound and Euro for foreign-currency denominated transactions. |
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. Following the conversion of the preferred stock and preferred stock warrants at the time of the IPO, there are no other participating securities outstanding. 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 years ended December 31, 2015, 2014 and 2013, there is no impact or change in presentation as a result of applying the two-class method. |
Segments and Concentration Of Risk | Segments and Concentration of Risk 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 U.S. As of December 31, 2015 there was one customer that accounted for more than 14% of outstanding gross accounts receivable. There were no customers that accounted for more than 10% of gross accounts receivable as of December 31, 2014. There were no customers that accounted for more than 10% of revenue during the year ended December 31, 2015, 2014 or 2013. The Company considers publishers as its suppliers and |
Segments and Concentration of Risk | As of December 31, 2015 there was one customer that accounted for more than 14% of outstanding gross accounts receivable. There were no customers that accounted for more than 10% of gross accounts receivable as of December 31, 2014. There were no customers that accounted for more than 10% of revenue during the year ended December 31, 2015, 2014 or 2013. The Company considers publishers as its suppliers and |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, Leases. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than twelve months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The ASU also requires certain quantitative and qualitative disclosures. Accounting guidance for lessors is largely unchanged. The requirements should be applied on a modified retrospective basis and the updated standard will be effective for the Company in the first quarter of 2020. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its consolidated financial statements and related disclosures. In November 2015, the FASB issued Accounting Standards Update (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position, and eliminates the prior guidance which required an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified balance sheet. The Company has early-adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a change in accounting principle and reclassification of our net current deferred tax asset and current deferred tax liability to the net non-current deferred tax asset in our Consolidated Balance Sheet as of December 31, 2015. No prior periods were retrospectively adjusted. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted for all entities. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its consolidated financial statements and related disclosures. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements and footnote disclosures. In May 2014, the FASB, issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or ASU 2014-09, which clarifies existing accounting literature relating to how and when a company recognizes revenue. 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. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. Additionally, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB decided on July 9, 2015 to defer for one year the effective date of the new revenue standard for public and nonpublic entities reporting under GAAP. The FASB also decided to permit entities to early adopt the standard, for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The updated standard will be effective for the Company in the first quarter of 2018. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its consolidated financial statements and related disclosures. |
The Company and its Significa21
The Company and its Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful accounts | The following table presents the changes in the allowance for doubtful accounts: Years Ended December 31, 2015 2014 2013 Balance, beginning of year $ (1,369 ) $ (714 ) $ (350 ) Additions to allowance (1,287 ) (903 ) (539 ) Write offs, net of recoveries 546 248 175 Balance, end of year $ (2,110 ) $ (1,369 ) $ (714 ) |
Schedule of Changes in Allowance for Credit Memos | The following table presents the changes in the allowance for credit memos losses: Years Ended December 31, 2015 2014 Balance, beginning of year $ (460 ) $ — Additions to allowance (3,244 ) (1,875 ) Issued credit memos 2,829 1,415 Balance, end of year $ (875 ) $ (460 ) |
Schedule of Changes in Warrant Liability | Changes in warrant liability consisted of the following during: Year Ended December 31, 2014 Balance, beginning of year $ 684 Change in fair value of convertible preferred stock warrant liability (168 ) Conversion of preferred stock warrants to common stock warrants (516 ) Balance, end of year $ — |
Property, Equipment and Softw22
Property, Equipment and Software,net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Equipment and Software, net | Property, equipment and software, net consisted of the following: December 31, 2015 2014 Computer, software and office equipment $ 4,509 $ 1,928 Capitalized internal use software costs 3,587 1,166 Furniture and fixtures 1,821 1,049 Leasehold improvements 2,336 1,043 12,253 5,186 Less accumulated depreciation and amortization (3,668 ) (1,284 ) Total $ 8,585 $ 3,902 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2015 2014 Accrued media costs $ 61,040 $ 41,436 Sales commissions 3,776 2,826 Payroll and related expenses 6,314 3,757 Other accrued expenses 3,797 2,695 Total $ 74,927 $ 50,714 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | December 31, 2015 2014 Short-term debt and current portion of long-term debt Revolving credit facility $ 2,050 $ — Current portion of long-term debt: Term loan 848 1,362 Total current $ 2,898 $ 1,362 Long-term debt Term loan $ 2,635 $ 1,362 Less: current portion of long-term debt: 848 1,362 Total noncurrent $ 1,787 $ — |
Future Principal Payments of Long-Term Debt | Future principal payments of debt instruments as of December 31, 2015 are as follows: Principal Payments (in thousands) 2016 $ 2,898 2017 875 2018 912 Thereafter — Total payments $ 4,685 |
Fair Value of Warrants | The following assumptions were used at July 23, 2014 (date of warrant conversion): July 23, 2014 Risk-free interest rate 2.53 % Expected volatility 80 % Expected lives 5.8 years Fair value of underlying equity $ 7.00 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Summary of Common and Preferred Stock | The following table presents the shares authorized and issued and outstanding as of December 31, 2015 and 2014: Shares Issuance Shares Issued and Price Per Carrying Liquidation Authorized Outstanding Share Value Preference Series A 4,177,390 1,257,838 $ 1.21 $ 1,448 $ 1,525 Series A — 830,866 0.91 756 1,007 Series A-1 7,847,028 3,675,129 0.87 3,128 3,215 Series A-1 — 171,228 0.70 120 150 Series B 10,298,658 5,149,330 1.94 9,896 10,000 Series C 8,851,871 4,425,939 6.47 28,564 28,658 Common stock, $0.001 par value 62,000,000 6,674,757 Balance as of December 31, 2013 93,174,947 22,185,087 $ 43,912 $ 44,555 Converted (31,174,947 ) (15,510,330 ) Preferred stock as of December 31, 2014 10,000,000 — Common stock, $0.001 par value as of December 31, 2014 200,000,000 29,837,892 Preferred stock as of December 31, 2015 10,000,000 — Common stock, $0.001 par value as of December 31, 2015 200,000,000 35,343,643 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Commitments for Minimum Rentals Under Operating Lease | The Company’s commitments for minimum rentals under its operating leases as of December 31, 2015 are as follows: Operating leases 2016 $ 4,342 2017 4,283 2018 3,742 2019 3,528 2020 3,224 Thereafter 5,808 Total minimum lease payments $ 24,927 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Stock Option Plan | The following table summarizes the Plan’s stock option activity (in thousands, except per share data): Weighted- Weighted- Weighted average average average Outstanding exercise grant Total remaining Aggregate number of price per date fair value of contractual intrinsic shares share value exercises life value Balance at December 31, 2014 5,166 $ 5.32 7.75 $ 83,132 Options granted 112 14.91 $ 8.95 Options exercised (936 ) 0.90 $ 11,749 Options canceled (76 ) 5.37 Years Ended December 31, 2015 4,266 $ 6.55 7.14 $ 34,748 Options exercisable and vested at December 31, 2015 2,834 $ 4.77 6.57 $ 27,233 Options vested and expected to vest at December 31, 2015 4,165 $ 6.42 7.11 $ 34,349 |
Schedule of Share-based Compensation, Restricted Stock Unit Award Activity | The following table summarizes the Plan’s RSUs activity (in thousands, except per share data): Weighted- Outstanding Average number of Grant Date shares Fair Value Balance at December 31, 2014 998 $ 10.99 RSUs granted 1,824 14.15 RSUs released (390 ) 12.19 RSUs canceled (365 ) 13.74 Years Ended December 31, 2015 2,067 $ 13.51 |
Summary of Vesting Option Plan | In November 2014, the Company granted market-based performance options for a total of 385,035 shares under the Plan subject to vesting based upon the Company’s achievement of certain market valuations. The vesting conditions are as follows: Vesting Number of Options Vested Achievement of Market Capitalization Derived Service Period Vesting period Period of Expense Recognition A 154,014 shares The Company obtains a $700 million market capitalization for 90 consecutive trading days calculated as the closing price of one share of the Company’s stock as reported by NASDAQ multiplied by the total number of outstanding shares as of each date. 18 months Equal monthly installments over 24 months, beginning one month after the vesting condition is met 42 months B 231,021 shares The Company obtains a $1 billion market capitalization for 90 consecutive trading days calculated as the closing price of one share of the Company’s stock as reported by NASDAQ multiplied by the total number of outstanding shares as of each date. 29 months Equal monthly installments over 24 months, beginning one month after the vesting condition is met 53 months |
Summary of Effects of Stock-Based Compensation | The following table summarizes the effects of stock-based compensation in the Company’s accompanying consolidated statements of operations: Years Ended December 31, 2015 2014 2013 (in thousands) Research and development $ 3,687 $ 1,094 $ 206 Sales and marketing 3,717 1,058 230 General and administrative 5,159 1,391 325 Total stock-based compensation $ 12,563 $ 3,543 $ 761 |
Awards Subject To Market Condition | |
Schedule of Assumptions Used to Calculate Fair Value of Options | The options have an exercise price of $17.04 per share and expire in 10 years. The fair value of the awards subject to market conditions was $4.6 million which will be recognized over the requisite service period and was estimated using a Monte Carlo simulation model with the following assumptions used to estimate the fair value thereof: Years Ended December 31, 2015 2014 Risk-free interest rate 1.18% to 1.63% 1.7% to 2.0% Dividend yield — % — % Volatility 70% 66% to 71% Expected term 4.5 to 6.5 years 5.6 to 6.4 years |
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: Years Ended December 31, 2015 2014 2013 Risk-free interest rate 1.18% to 1.63% 1.7% to 2.0% 1.18% to 1.98% Dividend yield — % — % — % Volatility 70% 66% to 71% 68% to 69% Expected term 4.5 to 6.5 years 5.6 to 6.4 years 5.5 to 6.6 years |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Common Share | T he following table sets forth the computation of net loss per common share (in thousands, except per share data): Years Ended December 31, 2015 2014 2013 Net Loss $ (13,731 ) $ (4,444 ) $ (7,411 ) Weighted-average shares used in computing basic and diluted net loss per share 32,736 19,928 6,613 Basic and diluted net loss per share (0.42 ) (0.22 ) (1.12 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Years Ended December 31, 2015 2014 2013 Convertible preferred stock — — 15,510 Employee stock options 4,266 5,166 3,695 RSUs 2,067 998 — ESPP 122 124 — Convertible preferred stock warrants — — 102 Total 6,455 6,288 19,307 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) from Operations Before Income Taxes | Income (loss) before income taxes is attributable to the following geographic locations: December 31, 2015 2014 2013 2012 United States $ (13,248 ) $ (3,210 ) $ (6,955 ) $ (3,532 ) Foreign 180 (951 ) (396 ) 61 Net loss before income tax $ (13,068 ) $ (4,161 ) $ (7,351 ) $ (3,471 ) |
Components of Income Tax Expense (Benefit) from Operations | The components of the provision for income taxes are as follows: December 31, 2015 2014 2013 Current income tax (benefit) expense: Federal $ (13 ) $ 37 $ — State 148 37 20 Foreign 540 220 40 Total current income tax expense 675 294 60 Deferred income tax expense (benefit): Foreign (12 ) (11 ) — Total deferred income tax expense (benefit) (12 ) (11 ) — Total provision for income taxes $ 663 $ 283 $ 60 |
Reconciliation of Differences Between Federal Statutory and Effective Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2015, 2014 and 2013. Years Ended December 31, 2015 2014 2013 Net loss before income taxes $ (13,068 ) $ (4,161 ) $ (7,351 ) Expected income tax expense at statutory rate $ (4,443 ) 34.0 % $ (1,415 ) 34.0 % $ (2,499 ) 34.0 % State taxes — net of federal benefit (477 ) 3.7 % (47 ) 1.1 % (316 ) 4.3 % Permanent book-tax differences 716 (5.5 )% 1,066 (25.6 )% 514 (7.0 )% Stock based compensation 738 (5.6 )% — — — — Change in valuation allowance 4,000 (30.6 )% 613 (14.7 )% 2,371 (32.3 )% Other, net 129 (1.0 )% 66 (1.6 )% (10 ) 0.1 % Provision for income taxes $ 663 (5.0 )% $ 283 (6.8 )% $ 60 (0.8 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2015, 2014 and 2013 are as follows: December 31, 2015 2014 2013 Accrued expenses $ 667 $ 470 $ 266 Stock-based compensation 3,278 1,072 236 Reserves and allowances 1,219 708 302 Other 419 468 64 Net operating losses 7,963 5,954 6,451 Deferred Tax Assets $ 13,546 $ 8,672 $ 7,319 Valuation allowance (11,610 ) (7,417 ) (6,804 ) Total Deferred Tax Assets 1,936 1,255 515 State deferred taxes (906 ) (521 ) (510 ) Depreciation and amortization (1,007 ) (723 ) (5 ) Total Deferred Tax Liabilities (1,913 ) (1,244 ) (515 ) Net Deferred Tax Assets $ 23 $ 11 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
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: Years Ended December 31, 2015 2014 2013 United States $ 146,294 $ 78,686 $ 38,196 All Other Countries 34,402 35,557 19,018 Total revenue $ 180,696 $ 114,243 $ 57,214 |
Summarized Long-Lived Assets on Geographic Areas | The following table summarized long-lived assets in the respective locations: December 31, 2015 2014 United States $ 8,416 $ 3,711 All Other Countries 169 191 Total long-lived assets $ 8,585 $ 3,902 |
The Company and its Significa31
The Company and its Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 10, 2015USD ($)shares | Jun. 30, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)BusinessCustomerSuppliershares | Dec. 31, 2014USD ($)CustomerSuppliershares | Dec. 31, 2013USD ($)CustomerSupplier |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Proceeds from public offering of common stock, net of underwriting discounts, commission and offering costs | $ 58,333 | $ 46,791 | ||||
Issuance of stock, net issuance cost | 875 | 3,349 | $ 0 | |||
Impairment charges | 0 | 0 | ||||
Cash and cash equivalents | 72,416 | 45,166 | ||||
Unrealized gains from forward contract derivatives | 562 | |||||
Outstanding forward contracts notional amount | 21,500 | |||||
Other comprehensive income or loss | 0 | |||||
Transfers in or out | 0 | |||||
Advertising expense | $ 7,700 | $ 6,400 | $ 3,800 | |||
Expected dividend yield | 0.00% | |||||
Number of operating business activity | Business | 1 | |||||
Number of customer accounted for 14% and 10% of gross accounts receivable | Customer | 1 | 0 | ||||
Number of customer accounted for more than 10% of revenue | Customer | 0 | 0 | 0 | |||
Number of supplier accounted for more than 10% of media purchase | Supplier | 0 | 0 | 0 | |||
Software Development | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Capitalized internal-use software development costs | $ 2,421 | $ 523 | ||||
Estimated useful life of intangible assets | 3 years | |||||
Minimum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Property, equipment and software net, estimated useful lives | 3 years | |||||
Minimum level of likelihood | 50.00% | |||||
Minimum | Accounts Receivable | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 14.00% | 10.00% | ||||
Minimum | Media Purchase | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | |||
Maximum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Property, equipment and software net, estimated useful lives | 7 years | |||||
Common Stock | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock | shares | 3,969,486 | 7,187,500 | ||||
Proceeds from public offering of common stock, net of underwriting discounts, commission and offering costs | $ 46,800 | |||||
Common Stock | Follow-On Offering | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock | shares | 3,500,000 | |||||
Issuance price per share | $ / shares | $ 15.75 | |||||
Proceeds from public offering of common stock, net of underwriting discounts, commission and offering costs | $ 52,200 | |||||
Underwriting discounts and commissions | 2,900 | |||||
Issuance of stock, net issuance cost | $ 875 | |||||
Common Stock | Stockholders | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock | shares | 1,763,246 | |||||
IPO | Common Stock | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock | shares | 7,187,500 | |||||
Issuance price per share | $ / shares | $ 7 | |||||
Estimated offering expenses | $ 3,300 | |||||
IPO | Common Stock | Underwriters | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock | shares | 937,500 | |||||
Over-Allotment Option | Common Stock | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Issuance of common stock | shares | 469,486 | |||||
Net proceeds from partial exercise of over-allotment option | $ 7,000 |
The Company and its Significa32
The Company and its Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Additions to allowance | $ (1,287) | $ (903) | $ (539) |
Doubtful Accounts Receivables and Credit Memos | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance, beginning of year | (1,369) | (714) | (350) |
Additions to allowance | (1,287) | (903) | (539) |
Write offs, net of recoveries | 546 | 248 | 175 |
Balance, end of year | $ (2,110) | $ (1,369) | $ (714) |
The Company and its Significa33
The Company and its Significant Accounting Policies - Schedule of Allowance for Credit Memos (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Issued credit memos | $ 3,244 | $ 1,875 |
Credit Memos | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance, beginning of year | (460) | |
Additions to allowance | (3,244) | (1,875) |
Issued credit memos | 2,829 | 1,415 |
Balance, end of year | $ (875) | $ (460) |
The Company and its Significa34
The Company and its Significant Accounting Policies - Schedule of Changes in Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |||
Balance, beginning of year | $ 0 | $ 684 | |
Change in fair value of convertible preferred stock warrant liability | 0 | (168) | $ 388 |
Conversion of preferred stock warrants to common stock warrants | (516) | ||
Balance, end of year | $ 0 | $ 0 | $ 684 |
Property, Equipment and Softw35
Property, Equipment and Software, net - Schedule of Property, Equipment and Software, net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property, equipment and software, gross | $ 12,253 | $ 5,186 |
Less accumulated depreciation and amortization | (3,668) | (1,284) |
Total | 8,585 | 3,902 |
Computer, Software and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and software, gross | 4,509 | 1,928 |
Capitalized Internal Use Software Costs | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and software, gross | 3,587 | 1,166 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and software, gross | 1,821 | 1,049 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, equipment and software, gross | $ 2,336 | $ 1,043 |
Property, Equipment and Softw36
Property, Equipment and Software, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 2,408 | $ 864 | $ 322 |
Production Assets Other than Internal Use Software | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 1,630 | 597 | 232 |
Capitalized Internal Use Software Costs | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 778 | $ 267 | $ 90 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued media costs | $ 61,040 | $ 41,436 |
Sales commissions | 3,776 | 2,826 |
Payroll and related expenses | 6,314 | 3,757 |
Other accrued expenses | 3,797 | 2,695 |
Total | $ 74,927 | $ 50,714 |
Debt Obligations - Short Term a
Debt Obligations - Short Term and Current Portion of Long Term (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term debt and current portion of long-term debt | ||
Revolving credit facility | $ 2,050 | |
Current portion of long-term debt: | ||
Total current | 2,898 | $ 1,362 |
Revolving Credit Facility | ||
Short-term debt and current portion of long-term debt | ||
Revolving credit facility | 2,050 | |
Term Loan | ||
Current portion of long-term debt: | ||
Current portion of long-term debt | 848 | 1,362 |
Long-term debt | ||
Long-term debt | 2,635 | 1,362 |
Current portion of long-term debt | 848 | $ 1,362 |
Total noncurrent | $ 1,787 |
Debt Obligations - Revolving Li
Debt Obligations - Revolving Line of Credit - Additional Information (Details) - USD ($) | Dec. 31, 2015 | Apr. 30, 2014 | Dec. 31, 2015 |
Line Of Credit Facility [Line Items] | |||
Consolidated Revenues | 85.00% | ||
Cash on deposit with lender plus availability under revolving line of credit required to deliver additional reporting | $ 10,000,000 | $ 10,000,000 | |
Revolving line of credit | 2,050,000 | $ 2,050,000 | |
Minimum | |||
Line Of Credit Facility [Line Items] | |||
Adjusted Quick Ratio | 110.00% | ||
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | $ 35,000,000 | $ 40,000,000 |
Line of credit facility expiration date | Apr. 1, 2017 | Apr. 1, 2016 | |
Line of credit facility, covenant terms | Under the Loan Agreement, the Company may borrow under the revolving line of credit up to the lesser of (a) $40.0 million and (b) a borrowing base equal to 80% of eligible accounts receivable as defined in the agreement. The interest rate applicable to outstanding advances under the revolving line of credit did not change under the second amendment. Advances under the line of credit accrue interest at a floating per annum rate equal to the prime rate as published in the Western Edition Wall Street Journal. The Company is 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 $2.1 million. The interest rate at December 31, 2015, was 3.50%. | ||
Investment Owned, Balance, Principal Amount | $ 2,100,000 | $ 2,100,000 | |
Interest rate, percentage | 3.50% | 3.50% | |
Revolving line of credit | $ 2,050,000 | $ 2,050,000 | |
Available borrowing with revolving line of credit | $ 37,900,000 | $ 37,900,000 |
Debt Obligations - Term Loans -
Debt Obligations - Term Loans - Additional Information (Details) - USD ($) | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Line Of Credit Facility [Line Items] | |||
Line of credit facility repayment year | 2,015 | ||
Equipment Term Loan Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | $ 3,000,000 | |
Term loan outstanding | $ 2,600,000 | $ 1,400,000 | |
Interest rate, percentage | 4.00% | ||
Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | $ 40,000,000 | |
Line of credit facility, applicable margin | 0.50% | ||
Interest rate, percentage | 3.50% | ||
Term Loan | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 4,250,000 | ||
Term loan interest rate | 4.75% |
Debt Obligations - Future Princ
Debt Obligations - Future Principal Payments of Debt Instruments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 2,898 |
2,017 | 875 |
2,018 | 912 |
Total payments | $ 4,685 |
Debt Obligations - Warrants - A
Debt Obligations - Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 15, 2014 | Mar. 31, 2010 |
Class Of Warrant Or Right [Line Items] | ||||||
Conversion of convertible preferred stock warrants to common stock | $ 82 | |||||
Fair value warrant issued | $ 56 | |||||
Debt instrument amortization period | 3 years | |||||
Convertible preferred stock warrant liability | $ 0 | 0 | $ 684 | |||
Loss (gain) on change in value of convertible preferred stock warrant liability | $ 0 | $ (168) | $ 388 | |||
Series A-1 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Conversion of preferred stock warrants to common stock | 69,895 | |||||
Series A-1 | Additional Paid-in Capital | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Conversion of convertible preferred stock warrants to common stock | $ 516 | |||||
Monte Carlo Simulation | Series A-1 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Number of preferred stock purchased by warrants | 77,161 | |||||
Shares purchased by issuance of warrant, price per share | $ 0.8748 |
Debt Obligations - Fair Value o
Debt Obligations - Fair Value of Warrants (Details) | Jul. 23, 2014$ / shares |
Debt Disclosure [Abstract] | |
Risk-free interest rate | 2.53% |
Expected volatility | 80.00% |
Expected lives | 5 years 9 months 18 days |
Fair value of underlying equity | $ 7 |
Debt Obligations - TubeMogul Ja
Debt Obligations - TubeMogul Japan Inc. Financing - Additional Information (Details) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2014USD ($) | Feb. 28, 2013USD ($)Investors | Dec. 31, 2012USD ($) | |
Class Of Warrant Or Right [Line Items] | |||
Proceeds from issuance of convertible note | $ 187 | $ 232 | |
Number of new Investors | Investors | 3 | ||
Convertible notes, redeemed | $ 957 | ||
Loss on extinguishment of convertible notes | $ (538) | ||
Board of Directors | |||
Class Of Warrant Or Right [Line Items] | |||
Number of new Investors | Investors | 1 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 23, 2014 | Dec. 31, 2013 |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 62,000,000 | |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 | 93,174,947 | |
IPO | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Convertible preferred stock, shares authorized | 10,000,000 |
Stockholders Equity - Convertib
Stockholders Equity - Convertible Preferred Stock Financing (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2013 | |
Class Of Stock [Line Items] | |||
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 | 93,174,947 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 62,000,000 |
Converted Shares Authorized | (31,174,947) | ||
Shares issued and outstanding | 22,185,087 | ||
Common stock during shares issued and outstanding | 29,837,892 | 35,343,643 | 6,674,757 |
Converted, Shares issued and outstanding | (15,510,330) | ||
Carrying value | $ 43,912 | ||
Liquidation preference | $ 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 | ||
Liquidation preference | $ 1,525 | ||
Convertible Preferred Series A | |||
Class Of Stock [Line Items] | |||
Shares issued and outstanding | 830,866 | ||
Issuance price per share | $ 0.91 | ||
Carrying value | $ 756 | ||
Liquidation preference | $ 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 | ||
Liquidation preference | $ 3,215 | ||
Convertible Preferred Series A-1 | |||
Class Of Stock [Line Items] | |||
Shares issued and outstanding | 171,228 | ||
Issuance price per share | $ 0.70 | ||
Carrying value | $ 120 | ||
Liquidation preference | $ 150 | ||
Series B | |||
Class Of Stock [Line Items] | |||
Convertible preferred stock, shares authorized | 10,298,658 | ||
Shares issued and outstanding | 5,149,330 | ||
Issuance price per share | $ 1.94 | ||
Carrying value | $ 9,896 | ||
Liquidation preference | $ 10,000 | ||
Series C | |||
Class Of Stock [Line Items] | |||
Convertible preferred stock, shares authorized | 8,851,871 | ||
Shares issued and outstanding | 4,425,939 | ||
Issuance price per share | $ 6.47 | ||
Carrying value | $ 28,564 | ||
Liquidation preference | $ 28,658 |
Stockholders Equity - Convert47
Stockholders Equity - Convertible Preferred Stock Financing (Parenthetical) (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders Equity Note [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments For Minimum Rentals Under Operating Lease (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 4,342 |
2,017 | 4,283 |
2,018 | 3,742 |
2,019 | 3,528 |
2,020 | 3,224 |
Thereafter | 5,808 |
Total minimum lease payments | $ 24,927 |
Commitments and Contingencies49
Commitments and Contingencies - Additional Information (Details) - USD ($) | Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2015 | Feb. 28, 2014 | Jul. 02, 2013 |
Long Term Purchase Commitment [Line Items] | |||||||
Rent expense | $ 2,875,000 | $ 2,178,000 | $ 1,178,000 | ||||
2,016 | 4,342,000 | ||||||
2,017 | 4,283,000 | ||||||
2,018 | 3,742,000 | ||||||
2,019 | 3,528,000 | ||||||
Commitment to purchase | $ 1,600,000 | ||||||
Description of purchase commitment period of time | These purchases can be made at any time from February 15, 2015 through September 30, 2016. | ||||||
Irrevocable letters of credit amount | $ 821,000 | $ 408,000 | $ 334,000 | ||||
Minimum | |||||||
Long Term Purchase Commitment [Line Items] | |||||||
Commitment to purchase | $ 7,500,000 | ||||||
Maximum | |||||||
Long Term Purchase Commitment [Line Items] | |||||||
Commitment to purchase | $ 15,000,000 | ||||||
Sublease Agreement | |||||||
Long Term Purchase Commitment [Line Items] | |||||||
2,016 | $ 560,000 | ||||||
2,017 | 577,000 | ||||||
2,018 | 595,000 | ||||||
2,019 | $ 613,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2014 | Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 01, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of increase on common stock authorized on each subsequent anniversary | 5.00% | |||||
Common stock, shares authorized reserve, description and terms | This reserve automatically increased on January 1, 2015 by 1,491,894 shares and will continue to increase on each subsequent anniversary through 2024, by an amount equal to the smaller of (a) five percent (5%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31; and (b) an amount determined by the Company’s board of directors. | |||||
Weighted average grant date fair value of options granted | $ 8.95 | $ 9.87 | $ 2.64 | |||
Aggregate intrinsic value of options exercised | $ 11,749 | $ 2,900 | $ 7,400 | |||
Options subject to market conditions, granted | 385,035 | |||||
Options subject to market conditions, fair value | $ 4,600 | |||||
Options exercise price | $ 17.04 | |||||
Option expiration period (In Years) | 10 years | |||||
Share available for sale under the ESSP | 1,136,964 | |||||
Common Stock Including Additional Paid in Capital | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 4,975,000 | |||||
2007 Equity Compensation Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 6,093,703 | |||||
2014 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 2,500,000 | 1,491,894 | ||||
2014 ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock purchase price discounted rate for eligible employee | 15.00% | |||||
Lower fair market value of common stock on the first trading day | 85.00% | |||||
Compensation cost recognized | $ 792 | 248 | ||||
Employee Stock Option | 2007 Equity Compensation 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% | |||||
Employee Stock Option | 2014 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) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost | $ 34,800 | |||||
Unrecognized compensation cost expected to be recognized period | 3 years 2 months 12 days | |||||
Restricted Stock Units (RSUs) | 2007 Equity Compensation 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) | 2014 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 Compensation Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted exercisable vesting period | 10 years | |||||
Maximum | Employee Stock Option | 2014 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted exercisable vesting period | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding number of shares | |||
Outstanding number of shares, Beginning | 5,166 | ||
Outstanding number of shares, Options granted | 112 | ||
Outstanding number of shares, Options exercised | (936) | ||
Outstanding number of shares, Options canceled | (76) | ||
Outstanding number of shares, Ending | 4,266 | 5,166 | |
Outstanding number of shares, Options exercisable and vested | 2,834 | ||
Outstanding number of shares, Options vested and expected to vest | 4,165 | ||
Weighted-average exercise price per share | |||
Weighted average exercise price per shares, Beginning | $ 5.32 | ||
Weighted average exercise price per shares, Options granted | 14.91 | ||
Weighted average exercise price per shares, Options exercised | 0.90 | ||
Weighted average exercise price per shares, Options canceled | 5.37 | ||
Weighted average exercise price per shares, Ending | 6.55 | $ 5.32 | |
Weighted average exercise price per shares, Options exercisable and vested | 4.77 | ||
Weighted average exercise price per shares, Options vested and expected to vest | 6.42 | ||
Weighted-average grant date fair value | |||
Weighted average grant date fair value, Options granted | $ 8.95 | $ 9.87 | $ 2.64 |
Total intrinsic value of shares | |||
Total intrinsic value of shares, Options exercised | $ 11,749 | $ 2,900 | $ 7,400 |
Weighted average remaining contractual life | |||
Weighted average remaining contractual life | 7 years 1 month 21 days | 7 years 9 months | |
Weighted average remaining contractual life, Options exercisable and vested | 6 years 6 months 26 days | ||
Weighted average remaining contractual life, Options vested and expected to vest | 7 years 1 month 10 days | ||
Aggregate intrinsic value | |||
Aggregate intrinsic value | $ 34,748 | $ 83,132 | |
Aggregate intrinsic value, Options exercisable and vested | 27,233 | ||
Aggregate intrinsic value, Options vested and excepted to vest | $ 34,349 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Awards Subject To Market Condition | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 1.18% | 1.70% | |
Risk-free interest rate, Maximum | 1.63% | 2.00% | |
Volatility | 70.00% | ||
Volatility, Minimum | 66.00% | ||
Volatility, Maximum | 71.00% | ||
Minimum | Awards Subject To Market Condition | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 4 years 6 months | 5 years 7 months 6 days | |
Maximum | Awards Subject To Market Condition | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | 6 years 4 months 24 days | |
Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, Minimum | 1.18% | 1.70% | 1.18% |
Risk-free interest rate, Maximum | 1.63% | 2.00% | 1.98% |
Volatility | 70.00% | ||
Volatility, Minimum | 66.00% | 68.00% | |
Volatility, Maximum | 71.00% | 69.00% | |
Employees | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 4 years 6 months | 5 years 7 months 6 days | 5 years 6 months |
Employees | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | 6 years 4 months 24 days | 6 years 7 months 6 days |
Stock-Based Compensation - Su53
Stock-Based Compensation - Summary of Plans RSUs Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Outstanding number of shares | |
Outstanding number of shares, Beginning | shares | 998 |
Outstanding number of shares, RSUs granted | shares | 1,824 |
Outstanding number of shares, RSUs released | shares | (390) |
Outstanding number of shares, RSUs canceled | shares | (365) |
Outstanding number of shares, Ending | shares | 2,067 |
Weighted-average Grant Date Fair Value | |
Weighted-Average Grant Date Fair Value, Beginning | $ / shares | $ 10.99 |
Weighted-Average Grant Date Fair Value, granted | $ / shares | 14.15 |
Weighted-Average Grant Date Fair Value, released | $ / shares | 12.19 |
Weighted-Average Grant Date Fair Value, canceled | $ / shares | 13.74 |
Weighted-Average Grant Date Fair Value, Ending | $ / shares | $ 13.51 |
Stock-Based Compensation - Su54
Stock-Based Compensation - Summary of Vesting Option Plan (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Vesting Condition A | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options Vested | shares | 154,014 |
Achievement of Market Capitalization | The Company obtains a $700 million market capitalization for 90 consecutive trading days calculated as the closing price of one share of the Company’s stock as reported by NASDAQ multiplied by the total number of outstanding shares as of each date. |
Capitalization, Long-term Debt and Equity | $ | $ 700 |
Derived Service Period | 18 months |
Vesting period | Equal monthly installments over 24 months, beginning one month after the vesting condition is met |
Period of Expense Recognition | 42 months |
Vesting Condition B | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Options Vested | shares | 231,021 |
Achievement of Market Capitalization | The Company obtains a $1 billion market capitalization for 90 consecutive trading days calculated as the closing price of one share of the Company’s stock as reported by NASDAQ multiplied by the total number of outstanding shares as of each date. |
Capitalization, Long-term Debt and Equity | $ | $ 1,000 |
Derived Service Period | 29 months |
Vesting period | Equal monthly installments over 24 months, beginning one month after the vesting condition is met |
Period of Expense Recognition | 53 months |
Stock-Based Compensation - Su55
Stock-Based Compensation - Summary of Effects of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 12,563 | $ 3,543 | $ 761 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 3,687 | 1,094 | 206 |
Sales and marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 3,717 | 1,058 | 230 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 5,159 | $ 1,391 | $ 325 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Net Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (13,731) | $ (4,444) | $ (7,411) |
Weighted-average shares used in computing basic and diluted net loss per share | 32,736 | 19,928 | 6,613 |
Basic and diluted net loss per share | $ (0.42) | $ (0.22) | $ (1.12) |
Net Loss per Share - Schedule57
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 6,455 | 6,288 | 19,307 |
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 | 15,510 | ||
Employee Stock Option | |||
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 | 4,266 | 5,166 | 3,695 |
Restricted Stock Units (RSUs) | |||
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 | 2,067 | 998 | |
Employee stock purchase plan (ESPP) | |||
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 | 122 | 124 | |
Convertible preferred 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 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Postemployment Benefits [Abstract] | |
Description of Profit Sharing Plan (the Plan) | The Company started a 401(k) Profit Sharing Plan (401(k) Plan), effective January 1, 2009 for U.S. employees who are 21 years of age or older. |
Percentage of employer matching contribution | 25.00% |
Employee contributions related expense | $ 821,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||
United States | $ (13,248) | $ (3,210) | $ (6,955) | $ (3,532) |
Foreign | 180 | (951) | (396) | 61 |
Net loss before income tax | $ (13,068) | $ (4,161) | $ (7,351) | $ (3,471) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current income tax (benefit) expense: | |||
Federal | $ (13) | $ 37 | |
State | 148 | 37 | $ 20 |
Foreign | 540 | 220 | 40 |
Total current income tax expense | 675 | 294 | 60 |
Deferred income tax expense (benefit): | |||
Foreign | (12) | (11) | |
Total deferred income tax expense (benefit) | (12) | (11) | |
Total provision for income taxes | $ 663 | $ 283 | $ 60 |
Income Taxes - Schedule Effecti
Income Taxes - Schedule Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Net loss before income taxes | $ (13,068) | $ (4,161) | $ (7,351) | $ (3,471) |
Expected income tax expense at statutory rate | (4,443) | (1,415) | (2,499) | |
State taxes — net of federal benefit | (477) | (47) | (316) | |
Permanent book-tax differences | 716 | 1,066 | 514 | |
Stock based compensation | 738 | |||
Change in valuation allowance | 4,000 | 613 | 2,371 | |
Other, net | 129 | 66 | (10) | |
Total provision for income taxes | $ 663 | $ 283 | $ 60 | |
Expected income tax expense at statutory rate | 34.00% | 34.00% | 34.00% | |
State taxes — net of federal benefit | 3.70% | 1.10% | 4.30% | |
Permanent book-tax differences | (5.50%) | (25.60%) | (7.00%) | |
Stock based compensation | (5.60%) | |||
Change in valuation allowance | (30.60%) | (14.70%) | (32.30%) | |
Other, net | (1.00%) | (1.60%) | 0.10% | |
Provision for income taxes | (5.00%) | (6.80%) | (0.80%) |
Income Taxes - Components Of De
Income Taxes - Components Of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | |||
Accrued expenses | $ 667 | $ 470 | $ 266 |
Stock-based compensation | 3,278 | 1,072 | 236 |
Reserves and allowances | 1,219 | 708 | 302 |
Other | 419 | 468 | 64 |
Net operating losses | 7,963 | 5,954 | 6,451 |
Deferred Tax Assets | 13,546 | 8,672 | 7,319 |
Valuation allowance | (11,610) | (7,417) | (6,804) |
Total Deferred Tax Assets | 1,936 | 1,255 | 515 |
State deferred taxes | (906) | (521) | (510) |
Depreciation and amortization | (1,007) | (723) | (5) |
Total Deferred Tax Liabilities | (1,913) | (1,244) | $ (515) |
Net Deferred Tax Assets | $ 23 | $ 11 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | ||
Unrecognized tax benefits related to uncertain tax positions | $ 0 | |
Uncertain tax positions, accrued interest and penalties | 0 | $ 0 |
Federal tax | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforward | $ 25,400 | |
Operating loss carryforward expiration year | 2,027 | |
State tax | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforward | $ 52,800 | |
Operating loss carryforward expiration year | 2,017 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015Business | |
Segment Reporting [Abstract] | |
Number of operating business activity | 1 |
Segment Information - Schedule
Segment Information - Schedule of Total Revenue from Customers By Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | $ 180,696 | $ 114,243 | $ 57,214 |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | 146,294 | 78,686 | 38,196 |
All Other Countries | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenue | $ 34,402 | $ 35,557 | $ 19,018 |
Segment Information - Summarize
Segment Information - Summarized Long-Lived Assets on Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 8,585 | $ 3,902 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | 8,416 | 3,711 |
All Other Countries | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total long-lived assets | $ 169 | $ 191 |