The Company and its Significant Accounting Policies | 1. The Company and its Significant Accounting Policies The Company TubeMogul, Inc., a Delaware corporation (the Company), provides 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. Principles of Consolidation and Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting, and include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, t hese condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, the Company’s comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending December 31, 2016 or any other period. Use of Estimates The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these condensed consolidated financial statements include allowances for doubtful accounts, reserves for sales allowances, useful lives for depreciation and amortization, loss contingencies, valuation of deferred tax assets, provisions for uncertain tax positions, 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. Accounts Receivable Accounts receivable are stated at net realizable value. The Company recognizes allowances for estimated bad debt and sales allowances 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. Accounts receivable are written off when no future collection is possible. 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: Three Months Ended Year Ended March 31, December 31, 2016 2015 Balance, beginning of period $ (2,110 ) $ (1,369 ) Reductions (additions) to allowance 251 (1,287 ) Write offs, net of recoveries 152 546 Balance, end of period $ (1,707 ) $ (2,110 ) The Company established a reserve for sales allowances during the year ended December 31, 2014. Sales allowances primarily relate to credit memos issued for 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. The allowance is recorded as a reduction to revenue in the consolidated statement of operations and accounts receivable on the consolidated balance sheets. The following table presents the changes in sales allowances: Three Months Ended Year Ended March 31, December 31, 2016 2015 Balance, beginning of period $ (875 ) $ (460 ) Additions to allowance (428 ) (3,244 ) Issued sales allowances 537 2,829 Balance, end of period $ (766 ) $ (875 ) Fair Value Measurement and Financial Instruments The Company measures the fair value of its financial instruments in accordance with of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) for Fair Value Measurements 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 $73,681 and $72,416 of cash equivalents as of March 31, 2016 and December 31, 2015, 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 insignificant for the three months ended March 31, 2016. 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. The Company is exposed to credit loss in the event of nonperformance by the counterparty to the foreign currency foreign exchange contracts. Other financial instruments not measured at fair value on the accompanying consolidated balance sheets at March 31, 2016 and December 31, 2015, 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 March 31, 2016 and December 31, 2015 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. There were no assets measured using Level 3 inputs at March 31, 2016. Segment Information The Company considers operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. The CODM for the Company is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reportable segment, which is to design, develop and market software for digital branding. Recent Accounting Pronouncements Standard Description Planned Date of Adoption Effects on the Consolidated Financial Statements Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), (ASU 2016-08) ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The effective date and transition requirements are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. January 1, 2018 The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718), (ASU 2016-09) ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. January 1, 2017 The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. Accounting Standards Update 2016-02, Leases, (ASU 2016-02) ASU 2016-02 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 amendments in this Update are effective for fiscal years beginning after December 15, 2018. January 1, 2019 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 expects that the impact of the adoption of this standard will result in the recognition of a lease asset and lease liability for those operating leases in effect at the date of adoption however, the Company is still in the process of determining the full extent the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures. Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, (ASU 2014-09) ASU 2014-09 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. January 1, 2018 The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures. |