Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 13-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'RUBICON PROJECT, INC. | ' |
Entity Central Index Key | '0001595974 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 35,858,343 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $24,464 | $29,956 |
Accounts receivable, net | 74,674 | 94,722 |
Prepaid expenses and other current assets | 4,421 | 4,141 |
TOTAL CURRENT ASSETS | 103,559 | 128,819 |
Property and equipment, net | 8,965 | 8,712 |
Internal use software development costs, net | 8,442 | 7,204 |
Goodwill | 1,491 | 1,491 |
Intangible assets, net | 366 | 510 |
Other assets, non-current | 4,888 | 3,151 |
TOTAL ASSETS | 127,711 | 149,887 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 103,176 | 120,198 |
Debt and capital lease obligations, current portion | 206 | 288 |
Other current liabilities | 1,647 | 2,901 |
TOTAL CURRENT LIABILITIES | 105,029 | 123,387 |
Debt and capital leases, net of current portion | 3,841 | 3,893 |
Convertible preferred stock warrant liabilities | 4,441 | 5,451 |
Other liabilities, non-current | 810 | 996 |
TOTAL LIABILITIES | 114,121 | 133,727 |
Commitments and contingencies (Note 8) | ' | ' |
Series A, B, C, and D convertible preferred stock, $0.00001 par value, 29,691 shares authorized, 28,820 shares issued and outstanding at March 31, 2014 and December 31, 2013; liquidation preference of $73,818 and $72,772 at March 31, 2014 and December 31, 2013, respectively. | 52,571 | 52,571 |
COMMON STOCKHOLDERS’ DEFICIT | ' | ' |
Common stock, $0.00001 par value; 80,609 and 73,380 shares authorized at March 31, 2014 and December 31, 2013, respectively; 14,703 and 11,855 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 0 | 0 |
Additional paid-in capital | 29,061 | 25,532 |
Accumulated other comprehensive income | 111 | 96 |
Accumulated deficit | -68,153 | -62,039 |
TOTAL COMMON STOCKHOLDERS’ DEFICIT | -38,981 | -36,411 |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND COMMON STOCKHOLDERS’ DEFICIT | $127,711 | $149,887 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Temporary Equity, Liquidation Preference, Value | $73,818 | $72,772 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 80,609,000 | 73,380,126 |
Common Stock, Shares, Issued | 14,703,000 | 11,855,000 |
Common Stock, Shares, Outstanding | 14,703,000 | 11,855,000 |
Convertible Preferred Stock | ' | ' |
Temporary Equity, Par or Stated Value Per Share | $0.00 | $0.00 |
Temporary Equity, Shares Authorized | 29,691,000 | 29,691,524 |
Temporary Equity, Shares Issued | 28,820,000 | 28,820,000 |
Temporary Equity, Shares Outstanding | 28,820,000 | 28,820,000 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Revenue | $23,015 | $16,600 |
Expenses: | ' | ' |
Cost of revenue | 4,460 | 3,437 |
Sales and marketing | 9,027 | 6,195 |
Technology and development | 4,677 | 4,111 |
General and administrative | 11,320 | 4,634 |
Total expenses | 29,484 | 18,377 |
Loss from operations | -6,469 | -1,777 |
Other (income) expense: | ' | ' |
Interest expense, net | 57 | 91 |
Change in fair value of preferred stock warrant liabilities | -1,010 | 549 |
Foreign exchange (gain) loss, net | 548 | -305 |
Total other (income) expense, net | -405 | 335 |
Loss before income taxes | -6,064 | -2,112 |
Provision for income taxes | 50 | 50 |
Net loss | -6,114 | -2,162 |
Cumulative preferred stock dividends | -1,046 | -1,045 |
Net loss attributable to common stockholders | ($7,160) | ($3,207) |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | ($0.59) | ($0.28) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (in shares) | 12,215 | 11,327 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net loss | ($6,114) | ($2,162) |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustments | 15 | -38 |
Comprehensive loss | ($6,099) | ($2,200) |
Consolidated_Statement_of_Conv
Consolidated Statement of Convertible Preferred Stock and Common Stockholders Deficit (USD $) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
In Thousands, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
Beginning Balance at Dec. 31, 2013 | ($36,411) | ' | ' | $25,532 | $96 | ($62,039) |
Beginning Balance at Dec. 31, 2013 | 52,571 | 52,571 | ' | ' | ' | ' |
Beginning Balance (in shares) at Dec. 31, 2013 | ' | 28,820 | ' | ' | ' | ' |
Beginning Balance (in shares) at Dec. 31, 2013 | 11,855 | ' | 11,855 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Exercise of common stock options (in shares) | 714 | ' | 648 | ' | ' | ' |
Exercise of common stock options | 944 | ' | ' | 944 | ' | ' |
Restricted stock awards (in shares) | ' | ' | 2,200 | ' | ' | ' |
Stock-based compensation | 2,585 | ' | ' | 2,585 | ' | ' |
Foreign exchange translation adjustment | 15 | ' | ' | ' | 15 | ' |
Net loss | -6,114 | ' | ' | ' | ' | -6,114 |
Ending Balance at Mar. 31, 2014 | 52,571 | 52,571 | ' | ' | ' | ' |
Ending Balance at Mar. 31, 2014 | ($38,981) | ' | ' | $29,061 | $111 | ($68,153) |
Ending Balance (in shares) at Mar. 31, 2014 | ' | 28,820 | ' | ' | ' | ' |
Ending Balance (in shares) at Mar. 31, 2014 | 14,703 | ' | 14,703 | ' | ' | ' |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES: | ' | ' |
Net loss | ($6,114) | ($2,162) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation and amortization | 2,375 | 2,061 |
Stock-based compensation | 2,478 | 1,504 |
Loss on disposal of property and equipment, net | 24 | 0 |
Change in fair value of preferred stock warrant liabilities | -1,010 | 549 |
Unrealized foreign currency loss | 189 | 414 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 20,140 | 8,636 |
Prepaid expenses and other assets | -580 | -105 |
Accounts payable and accrued expenses | -17,858 | -13,962 |
Other liabilities | -1,453 | 822 |
Net cash used in operating activities | -1,809 | -2,243 |
INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment, net | -1,127 | -1,782 |
Capitalized internal use software development costs | -1,995 | -773 |
Change in restricted cash | 50 | -1,300 |
Net cash used in investing activities | -3,072 | -3,855 |
FINANCING ACTIVITIES: | ' | ' |
Proceeds from exercise of stock options | 944 | 131 |
Payments of initial public offering costs | -1,473 | 0 |
Repayment of debt and capital lease obligations | -135 | -301 |
Net cash used in financing activities | -664 | -170 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 53 | -355 |
CHANGE IN CASH | -5,492 | -6,623 |
CASH--Beginning of period | 29,956 | 21,616 |
CASH--End of period | 24,464 | 14,993 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ' | ' |
Capitalized assets financed by accounts payable and accrued expenses | 711 | 359 |
Capitalized stock-based compensation | 107 | 33 |
Deferred offering costs included in accounts payable and accrued expenses | $1,161 | $0 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Summary of Significant Accounting Policies | ' |
Organization and Summary of Significant Accounting Policies | |
Company Overview | |
The Rubicon Project, Inc. (“Rubicon Project” or the “Company”) was formed on April 20, 2007 in Delaware and began operations in April 2007. The Company is headquartered in Los Angeles, California. | |
The Company is a technology company with a mission to automate the buying and selling of advertising. The Company offers a highly scalable software platform that creates and powers a marketplace for trading of digital advertising between buyers and sellers. | |
The Company delivers value to buyers and sellers of digital advertising through the Company’s proprietary advertising automation solution, which provides critical functionality to both buyers and sellers. The advertising automation solution consists of applications for sellers, including providers of websites, applications and other digital media properties, to sell their advertising inventory; applications for buyers, including demand side platforms, ad networks and advertising agencies, to buy advertising inventory; and an exchange over which such transactions are executed. This solution incorporates proprietary machine learning algorithms, sophisticated data processing, storage, detailed analytics capabilities, and a distributed infrastructure. Together, these features form the basis for the Company’s advertising marketplace that brings buyers and sellers together and facilitates intelligent decision-making and automated transaction execution for the advertising inventory managed on the Company’s platform. | |
Initial Public Offering | |
During April 2014, the Company completed an initial public offering ("IPO") whereby 6,432,445 shares of common stock were sold by the Company, and 1,354,199 shares of common stock were sold by selling stockholders. Upon the closing of the IPO, all outstanding shares of preferred stock of the Company converted into common stock. See Note 9, “Subsequent Events.” | |
Basis of Presentation and Summary of Significant Accounting Policies | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, for any other interim period or for any other future year. | |
The condensed consolidated balance sheet at December 31, 2013 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s prospectus filed with the Securities and Exchange Commission (“SEC”) on April 2, 2014 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. | |
There have been no significant changes in the Company’s accounting policies from those disclosed in its prospectus filed with the SEC on April 2, 2014. | |
Stock Split | |
On March 18, 2014, the Company effected a 1-for-2 reverse stock split of its common stock. The convertible preferred stock was not split. The split was effected through an adjustment to the preferred stock conversion ratio. All share, per share and related information presented in the condensed consolidated financial statements and accompanying notes has been retroactively adjusted, where applicable, to reflect the reverse stock split. | |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. | |
On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (ii) accounts receivable and allowances for doubtful accounts, (iii) the useful lives of intangible assets and property and equipment, (iv) valuation of long-lived assets and their recoverability, including goodwill, (v) the realization of tax assets and estimates of tax liabilities, (vi) the valuation of common and preferred stock and preferred stock warrants prior to the Company's IPO, (vii) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options, (viii) fair value of financial instruments, (ix) the recognition and disclosure of contingent liabilities, and (x) the assumptions used in calculating the valuation of acquired assets and business combinations. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock and business acquisitions require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. | |
Recent Accounting Pronouncements | |
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |
In April 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The new guidance is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. As of March 31, 2014, the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. |
Net_Loss_Per_Share_Attributabl
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Net Loss Per Share Attributable to Common Stockholders | ' | |||||||
Net Loss Per Share Attributable to Common Stockholders | ||||||||
The following table presents the basic and diluted net loss per share attributable to common stockholders: | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
(in thousands, except per share data) | ||||||||
Net loss attributable to common stockholders | $ | (7,160 | ) | $ | (3,207 | ) | ||
Weighted-average common shares outstanding | 12,655 | 11,462 | ||||||
Weighted-average unvested restricted shares | (440 | ) | (135 | ) | ||||
Weighted-average common shares outstanding attributable to common | 12,215 | 11,327 | ||||||
stockholders | ||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.59 | ) | $ | (0.28 | ) | ||
The following shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Options to purchase common stock | 7,985 | 7,575 | ||||||
Conversion of preferred stock warrants | 436 | 436 | ||||||
Unvested restricted stock | 2,200 | 135 | ||||||
Conversion of convertible preferred stock | 14,410 | 14,410 | ||||||
Total shares excluded from net loss per share attributable to common stockholders | 25,031 | 22,556 | ||||||
For the three months ended March 31, 2014 and 2013, the Company increased net loss by $1.0 million for cumulative preferred stock dividends in determining its net loss attributable to common stockholders. Upon the completion of the Company's IPO in April 2014, all of the preferred stock converted to common stock and accordingly, for subsequent periods, the Company will no longer increase net loss for preferred stock dividends in determining net loss attributable to common stockholders. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: | ||||||||||||||||
• | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||||
• | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |||||||||||||||
• | Level 3 – Unobservable inputs. | |||||||||||||||
Observable inputs are based on market data obtained from independent sources. At March 31, 2014 and December 31, 2013, the Company’s warrants to purchase preferred stock were measured using unobservable inputs that required a high level of judgment to determine fair value, and thus were classified as Level 3 inputs. See Note 9 regarding the exercise of a preferred stock warrant and the conversion of each outstanding share of preferred stock into one half of a share of common stock in connection with the Company's IPO. | ||||||||||||||||
The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at March 31, 2014: | ||||||||||||||||
31-Mar-14 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Convertible preferred stock warrant liability | $ | 4,441 | $ | — | $ | — | $ | 4,441 | ||||||||
The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2013: | ||||||||||||||||
31-Dec-13 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Convertible preferred stock warrant liability | $ | 5,451 | $ | — | $ | — | $ | 5,451 | ||||||||
The Company’s preferred stock warrants are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of preferred stock warrants are summarized below: | ||||||||||||||||
31-Mar-14 | 31-Mar-13 | |||||||||||||||
Beginning balance | $ | 5,451 | $ | 1,330 | ||||||||||||
Change in value of preferred stock warrants recorded in other expense, net | (1,010 | ) | 549 | |||||||||||||
Ending balance | $ | 4,441 | $ | 1,879 | ||||||||||||
The Company determined the fair value of the convertible preferred stock warrants utilizing the Black-Scholes model with the following weighted-average assumptions: | ||||||||||||||||
Series B | Series B | Series C | Series C | |||||||||||||
March 31, | December 31, | March 31, | December 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Risk-free interest rate | 0.05 | % | 0.18 | % | 0.05 | % | 0.13 | % | ||||||||
Expected term (in years) | 0.01 | 0.69 | 0.01 | 0.5 | ||||||||||||
Estimated dividend yield | 0 | % | 2 | % | 0 | % | 2 | % | ||||||||
Weighted-average estimated volatility | 27 | % | 64 | % | 27 | % | 63 | % | ||||||||
Fair value (in thousands) | $ | 150 | $ | 173 | $ | 4,291 | $ | 5,278 | ||||||||
During the three months ended March 31, 2014 and 2013, the Company recognized income of $1.0 million and expense of $0.5 million, respectively, from the re-measurement of the warrants to fair value. The fair value of the preferred stock warrants at March 31, 2014 was based on the IPO offering price of $15.00 per share. In connection with the Company’s IPO during April 2014, the outstanding warrant for 845,867 shares of the Company's convertible preferred stock was net exercised, resulting in the issuance of 286,055 shares of common stock based on the IPO price of $15.00 per share and taking into account the 1-for-2 reverse stock split and the remaining warrant for 25,174 shares of convertible preferred stock was automatically converted into a warrant exercisable for 12,587 shares of common stock. Following the closing of the Company's IPO, the Company is no longer required to re-measure the converted common stock warrants to fair value and record any changes in the fair value of these liabilities in the Company's statement of operations. |
Other_Balance_Sheet_Amounts
Other Balance Sheet Amounts | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Balance Sheet Amounts [Abstract] | ' | |||||||
Other Balance Sheet Amounts | ' | |||||||
Other Balance Sheet Amounts | ||||||||
The Company holds restricted cash required to fulfill its payment obligations if the Company defaults under a software license agreement and certain building leases. At March 31, 2014 and December 31, 2013, restricted cash included in prepaid expenses and other current assets was $0.4 million and $0.4 million, respectively. At March 31, 2014 and December 31, 2013, restricted cash included in other assets, non-current was $1.2 million and $1.3 million, respectively. | ||||||||
Accounts payable and accrued expenses included the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Accounts payable—seller | $ | 92,229 | $ | 111,078 | ||||
Accounts payable—trade | 4,645 | 4,136 | ||||||
Accrued employee—related payables | 6,302 | 4,984 | ||||||
$ | 103,176 | $ | 120,198 | |||||
At March 31, 2014 and December 31, 2013, accounts payable—seller are recorded net of $0.7 million and $0.9 million, respectively, due from sellers for services provided by the Company to sellers, where the Company has the right of offset. |
Capitalization
Capitalization | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Capitalization | ' |
Capitalization | |
At December 31, 2013, the authorized capital stock of the Company consisted of 73,380,126 shares of common stock, of which 32,500,000 shares were designated Class A common stock and 4,190,063 shares were designated Class B common stock, and 29,691,524 shares of preferred stock. On March 14, 2014 the authorized capital stock of the Company was increased to 80,608,856 shares of common stock. In connection with the IPO, the outstanding shares of Class A common stock and Class B common stock were converted into shares of a single class of common stock on a one-for-one basis. Class A common stock and Class B common stock are collectively referred to herein as common stock. See Note 9 regarding an increase in the Company's authorized capital stock in connection with the IPO. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | |||||||||
All compensatory equity awards outstanding at March 31, 2014 were issued pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”), which provided for the grant of non-statutory or incentive stock options and restricted stock to the Company’s employees, officers, directors and consultants. The Company’s board of directors administers the Plan. Options outstanding under the Plan vest at varying rates, but generally over four years with 25% vesting upon completion of one year of service and the remainder vesting monthly thereafter. Restricted stock granted under the Plan vests at varying rates. Options and restricted stock granted under the Plan accelerate under certain circumstances on a change in control, as defined. An aggregate of 14,071,165 shares were reserved under the Plan, of which 1,999,012 shares remained available for issuance at March 31, 2014. | |||||||||
In connection with its IPO, the Company implemented its 2014 Equity Incentive Plan. No awards were outstanding under the 2014 Equity Incentive Plan at March 31, 2014. | |||||||||
Stock Options | |||||||||
A summary of stock option activity for the quarter ended March 31, 2014 is as follows: | |||||||||
Shares Under Option | Weighted- Average Exercise Price | Weighted- Average Contractual Life | |||||||
(in thousands) | |||||||||
Outstanding at December 31, 2013 | 8,360 | $ | 6.13 | ||||||
Granted | 500 | $ | 16.22 | ||||||
Exercised | (714 | ) | $ | 2.79 | |||||
Canceled | (161 | ) | $ | 5.28 | |||||
Outstanding at March 31, 2014 | 7,985 | $ | 7.08 | 8.37 years | |||||
Vested and expected to vest March 31, 2014 | 7,293 | $ | 6.91 | 8.31 years | |||||
Exercisable at March 31, 2014 | 2,967 | $ | 4.38 | 7.41 years | |||||
The weighted-average grant date per share fair value of stock options granted in the three months ended March 31, 2014 was $8.43. | |||||||||
The Company estimates the fair value of stock-based payments using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: | |||||||||
Three Months Ended | Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | ||||||||
Expected term (in years) | 6 | 6 | |||||||
Risk-free interest rate | 1.75 | % | 1.09 | % | |||||
Expected volatility | 54 | % | 58 | % | |||||
Dividend yield | — | % | — | % | |||||
Restricted Stock | |||||||||
In March 2014, the Company granted to employees and certain executives 2,200,357 shares of restricted stock, which was comprised of 1,287,857 shares of restricted stock that vest over a weighted-average period of 3.3 years, 632,500 shares of restricted stock granted to certain executives vesting over a weighted-average period of 4.0 years beginning from the completion of the IPO, and 280,000 shares of restricted stock granted to certain executives contingent upon the completion of the IPO that vest based on the Company's stock price exceeding a peer index, beginning on the completion of the Company's IPO in April 2014 over a weighted-average period of 1.7 years. | |||||||||
The grant date fair value per share of the 1,287,857 and 632,500 shares of restricted stock was $16.22, which was determined using the Company's stock price on the date of grant. The Company valued the 280,000 shares of restricted stock awards using a binomial model with Monte Carlo simulation. The grant date value of the performance based awards was $13.15 per share. To the extent that the Company’s stock price does not exceed the peer index, the compensation expense will not be reversed. | |||||||||
Stock-Based Compensation Expense | |||||||||
Total stock-based compensation expense for the three months ended March 31, 2014 and 2013 was $2.5 million and $1.5 million, respectively. The expense recorded in the consolidated statements of operations were as follows: | |||||||||
Three Months Ended | Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | ||||||||
(in thousands) | |||||||||
Cost of revenue | $ | 31 | $ | 18 | |||||
Selling and marketing | 577 | 340 | |||||||
Technology and development | 303 | 368 | |||||||
General and administrative | 1,567 | 778 | |||||||
Total stock-based compensation | $ | 2,478 | $ | 1,504 | |||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, nondeductible stock option expenses and changes in the Company’s valuation allowance. | |
For the three months ended March 31, 2014 and 2013, the Company recorded $50,000 and $50,000 in income tax expense, respectively. | |
There were no material changes to the Company's unrecognized tax benefits in the three months ended March 31, 2014, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Because of the Company's history of tax losses, all years remain open to tax audit. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure | ' |
Commitments and Contingencies | |
Operating Leases | |
The Company has commitments under non-cancelable operating leases for facilities and certain equipment, and its managed data center facilities. Total rental expenses were $1.4 million and $1.1 million for the three months ended March 31, 2014 and 2013, respectively. | |
Subsequent to December 31, 2013, the Company entered into new operating leases for office facilities in New York, Seattle, Berlin, Tokyo, Singapore, Sao Paulo and Sydney. Future non-cancelable minimum commitments as of March 31, 2014 relating to these operating leases totaling $4.1 million are due from April 2014 through June 2019. In connection with the New York lease, the Company entered into an irrevocable letter of credit in the amount of $0.7 million. | |
Guarantees and Indemnification | |
The Company’s agreements with sellers, buyers, and other third parties typically obligate it to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s condensed consolidated financial statements. | |
Litigation | |
The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company's status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of March 31, 2014. However, based on management’s knowledge as of March 31, 2014, management believes that the final resolution of such matters pending at the time of this report, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. | |
Employment Contracts | |
The Company has entered into severance agreements with certain employees and officers, all of whom are employed at-will. The Company may be required to pay severance and accelerate the vesting of certain equity awards in the event of changes in control (as defined) or involuntary terminations. | |
Other Contracts | |
The Company is party to an engagement letter with an investment bank entered into in 2009 and amended in 2012. Pursuant to the engagement letter, the investment bank provided and may continue to provide strategic and consulting advice to the Company, in exchange for which the Company issued to the investment bank a warrant to purchase 845,867 shares of Series C preferred stock. The warrant was exercised on a net issuance basis for 286,055 shares of the Company’s common stock in connection with the Company’s IPO, after giving effect to the conversion of preferred stock to common stock and the 1-for-2 reverse split of the Company’s common stock effected in connection with the IPO. The engagement letter also provides that, in case of a merger, tender offer, stock purchase, or other transaction resulting in the acquisition of the Company by another entity or the transfer of ownership or control of the Company or substantially all of its assets to another entity (a “Change in Control Transaction”) that is consummated before December 7, 2016 or pursuant to a definitive agreement entered into before that date, (i) the investment bank will provide investment banking services in connection with a Change in Control Transaction, if requested by the Company, and (ii) the Company will pay to the investment bank a fee equal to 2.5% of the total consideration paid or payable to the Company or its stockholders in the Change in Control Transaction, whether or not the Company requests such investment banking services. The investment bank was not entitled to participate in and did not receive any fee in connection with an IPO. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Initial Public Offering | |
On April 7, 2014, the Company closed its IPO whereby 6,432,445 shares of common stock were sold by the Company (including 1,015,649 shares sold pursuant to the underwriters' exercise of their over-allotment option), and 1,354,199 shares of common stock were sold by selling stockholders at an IPO price of $15.00 per share. The Company received proceeds from the offering of approximately $86.2 million after deducting underwriting discounts and commissions and offering expenses. The Company did not receive any proceeds from the sales of shares by the selling stockholders. | |
In connection with the Company's IPO: (i) all shares of the Company’s outstanding convertible preferred stock automatically converted into an aggregate 14,410,238 shares of Class A common stock on a one for one-half basis; (ii) each outstanding share of Class B common stock automatically converted into one share of Class A common stock; (iii) all shares of Class A common stock (including all shares of Class A common stock issued upon conversion of convertible preferred stock and Class B common stock) converted into a single class of common stock; (iv) a warrant for 845,867 shares of convertible preferred stock was net exercised, resulting in the issuance of 286,055 shares of common stock based on the IPO price of $15.00 per share and taking into account the 1-for-2 reverse stock split; (v) a warrant exercisable for 25,174 share of convertible preferred stock automatically converted into a warrant exercisable for 12,587 shares of common stock; and (vi) the Company's certificate of incorporation was amended in various respects, including to provide for authorized capital stock of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. | |
Following the closing of the IPO, the Company is no longer required to re-measure the converted common stock warrants to fair value and record changes in the fair value of these liabilities in the Company's statement of operations. During the three months ending June 30, 2014, the Company will record an expense of approximately $1.7 million due to the increase in the fair value of the convertible preferred stock warrant liabilities from March 31, 2014 through the completion of the IPO. Upon closing of the IPO, the then fair value of the warrants were reclassified to additional paid in capital. | |
In addition, IPO costs recorded as other assets, non-current, at March 31, 2014 of $3.1 million, were reclassified to additional paid-in capital upon completion of the IPO. | |
In April 2014, the Company repaid all of its outstanding debt under the line of credit with Silicon Valley Bank in the amount of $3.8 million. | |
During April 2014, the Company granted stock options to purchase 211,960 shares of the Company's common stock at a weighted-average exercise price of $15.00 per share. The stock options vest over a weighted-average period of 2.4 years. During April 2014, the Company granted 106,415 shares of the Company's common stock subject to restricted stock units which vest over a weighted-average period of 2.4 years. | |
Subsequent to March 31, 2014, the Company entered into a new operating lease for an office facility in San Francisco, California. Future non-cancelable minimum commitments relating to the operating lease totaling $0.8 million are due from May 2014 through August 2017. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Basis of Presentation and Summary of Significant Accounting Policies | ' | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, for any other interim period or for any other future year. | ||
The condensed consolidated balance sheet at December 31, 2013 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s prospectus filed with the Securities and Exchange Commission (“SEC”) on April 2, 2014 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. | ||
On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (ii) accounts receivable and allowances for doubtful accounts, (iii) the useful lives of intangible assets and property and equipment, (iv) valuation of long-lived assets and their recoverability, including goodwill, (v) the realization of tax assets and estimates of tax liabilities, (vi) the valuation of common and preferred stock and preferred stock warrants prior to the Company's IPO, (vii) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options, (viii) fair value of financial instruments, (ix) the recognition and disclosure of contingent liabilities, and (x) the assumptions used in calculating the valuation of acquired assets and business combinations. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock and business acquisitions require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | ||
In April 2014, the Financial Accounting Standards Board ("FASB") issued new accounting guidance that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The new guidance is effective for fiscal years beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. As of March 31, 2014, the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. | ||
Fair Value Measurements | ' | |
Fair Value Measurements | ||
Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: | ||
• | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |
• | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. | |
• | Level 3 – Unobservable inputs. |
Net_Loss_Per_Share_Attributabl1
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||
The following table presents the basic and diluted net loss per share attributable to common stockholders: | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
(in thousands, except per share data) | ||||||||
Net loss attributable to common stockholders | $ | (7,160 | ) | $ | (3,207 | ) | ||
Weighted-average common shares outstanding | 12,655 | 11,462 | ||||||
Weighted-average unvested restricted shares | (440 | ) | (135 | ) | ||||
Weighted-average common shares outstanding attributable to common | 12,215 | 11,327 | ||||||
stockholders | ||||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.59 | ) | $ | (0.28 | ) | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||
The following shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Options to purchase common stock | 7,985 | 7,575 | ||||||
Conversion of preferred stock warrants | 436 | 436 | ||||||
Unvested restricted stock | 2,200 | 135 | ||||||
Conversion of convertible preferred stock | 14,410 | 14,410 | ||||||
Total shares excluded from net loss per share attributable to common stockholders | 25,031 | 22,556 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||
The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at March 31, 2014: | ||||||||||||||||
31-Mar-14 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Convertible preferred stock warrant liability | $ | 4,441 | $ | — | $ | — | $ | 4,441 | ||||||||
The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2013: | ||||||||||||||||
31-Dec-13 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Convertible preferred stock warrant liability | $ | 5,451 | $ | — | $ | — | $ | 5,451 | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||||||||||
The Company’s preferred stock warrants are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of preferred stock warrants are summarized below: | ||||||||||||||||
31-Mar-14 | 31-Mar-13 | |||||||||||||||
Beginning balance | $ | 5,451 | $ | 1,330 | ||||||||||||
Change in value of preferred stock warrants recorded in other expense, net | (1,010 | ) | 549 | |||||||||||||
Ending balance | $ | 4,441 | $ | 1,879 | ||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | ' | |||||||||||||||
The Company determined the fair value of the convertible preferred stock warrants utilizing the Black-Scholes model with the following weighted-average assumptions: | ||||||||||||||||
Series B | Series B | Series C | Series C | |||||||||||||
March 31, | December 31, | March 31, | December 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Risk-free interest rate | 0.05 | % | 0.18 | % | 0.05 | % | 0.13 | % | ||||||||
Expected term (in years) | 0.01 | 0.69 | 0.01 | 0.5 | ||||||||||||
Estimated dividend yield | 0 | % | 2 | % | 0 | % | 2 | % | ||||||||
Weighted-average estimated volatility | 27 | % | 64 | % | 27 | % | 63 | % | ||||||||
Fair value (in thousands) | $ | 150 | $ | 173 | $ | 4,291 | $ | 5,278 | ||||||||
Other_Balance_Sheet_Amounts_Ta
Other Balance Sheet Amounts (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Other Balance Sheet Amounts [Abstract] | ' | |||||||
Schedule of Accounts Payable and Accrued Liabilities | ' | |||||||
Accounts payable and accrued expenses included the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
(in thousands) | ||||||||
Accounts payable—seller | $ | 92,229 | $ | 111,078 | ||||
Accounts payable—trade | 4,645 | 4,136 | ||||||
Accrued employee—related payables | 6,302 | 4,984 | ||||||
$ | 103,176 | $ | 120,198 | |||||
StockBased_Compensation_StockB
Stock-Based Compensation Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||||||
A summary of stock option activity for the quarter ended March 31, 2014 is as follows: | |||||||||
Shares Under Option | Weighted- Average Exercise Price | Weighted- Average Contractual Life | |||||||
(in thousands) | |||||||||
Outstanding at December 31, 2013 | 8,360 | $ | 6.13 | ||||||
Granted | 500 | $ | 16.22 | ||||||
Exercised | (714 | ) | $ | 2.79 | |||||
Canceled | (161 | ) | $ | 5.28 | |||||
Outstanding at March 31, 2014 | 7,985 | $ | 7.08 | 8.37 years | |||||
Vested and expected to vest March 31, 2014 | 7,293 | $ | 6.91 | 8.31 years | |||||
Exercisable at March 31, 2014 | 2,967 | $ | 4.38 | 7.41 years | |||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||||||
The Company estimates the fair value of stock-based payments using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: | |||||||||
Three Months Ended | Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | ||||||||
Expected term (in years) | 6 | 6 | |||||||
Risk-free interest rate | 1.75 | % | 1.09 | % | |||||
Expected volatility | 54 | % | 58 | % | |||||
Dividend yield | — | % | — | % | |||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | ' | ||||||||
Total stock-based compensation expense for the three months ended March 31, 2014 and 2013 was $2.5 million and $1.5 million, respectively. The expense recorded in the consolidated statements of operations were as follows: | |||||||||
Three Months Ended | Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | ||||||||
(in thousands) | |||||||||
Cost of revenue | $ | 31 | $ | 18 | |||||
Selling and marketing | 577 | 340 | |||||||
Technology and development | 303 | 368 | |||||||
General and administrative | 1,567 | 778 | |||||||
Total stock-based compensation | $ | 2,478 | $ | 1,504 | |||||
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Details) (Common Stock) | 0 Months Ended | |
Mar. 18, 2014 | Apr. 07, 2014 | |
Rate | Subsequent Event | |
Class of Stock [Line Items] | ' | ' |
Initial Public Offering, Shares sold During IPO | ' | 6,432,445 |
Initial Public Offering, Shares Sold by Existing Stockholders | ' | 1,354,199 |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.5 | ' |
Net_Loss_Per_Share_Attributabl2
Net Loss Per Share Attributable to Common Stockholders (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Net loss attributable to common stockholders | ($7,160) | ($3,207) |
Weighted-average common shares outstanding (in shares) | 12,655 | 11,462 |
Weighted-average unvested restricted shares (in shares) | -440 | -135 |
Weighted-average common shares outstanding attributable to common stockholders (in shares) | 12,215 | 11,327 |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | ($0.59) | ($0.28) |
Net_Loss_Per_Share_Attributabl3
Net Loss Per Share Attributable to Common Stockholders Anti-Dilutive (Details) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 25,031 | 22,556 |
Options to purchase common stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 7,985 | 7,575 |
Conversion of preferred stock warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 436 | 436 |
Unvested restricted stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 2,200 | 135 |
Conversion of convertible preferred stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total shares excluded from net loss per share attributable to common stockholders | 14,410 | 14,410 |
Net_Loss_Per_Share_Attributabl4
Net Loss Per Share Attributable to Common Stockholders Narrative (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Cumulative preferred stock dividends | $1,046 | $1,045 |
Fair_Value_Measurements_Financ
Fair Value Measurements Financial Instruments (Details) (Fair Value, Measurements, Recurring, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimate of Fair Value Measurement | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible preferred stock warrant liability | $4,441 | $5,451 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible preferred stock warrant liability | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible preferred stock warrant liability | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Convertible preferred stock warrant liability | $4,441 | $5,451 |
Fair_Value_Measurements_Change
Fair Value Measurements Change in Fair Value (Details) (Conversion of preferred stock warrants, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Conversion of preferred stock warrants | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Beginning balance | $5,451 | $1,330 |
Change in value of preferred stock warrants recorded in other expense, net | -1,010 | 549 |
Ending balance | $4,441 | $1,879 |
Fair_Value_Measurements_Weight
Fair Value Measurements Weighted-Average Assumptions (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Series B | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Risk-free interest rate | 0.05% | 0.18% |
Expected term (in years) | '0 years 0 months 4 days | '0 years 8 months 9 days |
Dividend yield | 0.00% | 2.00% |
Expected volatility | 27.00% | 64.00% |
Fair value | $150 | $173 |
Series C | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Risk-free interest rate | 0.05% | 0.13% |
Expected term (in years) | '0 years 0 months 4 days | '0 years 6 months |
Dividend yield | 0.00% | 2.00% |
Expected volatility | 27.00% | 63.00% |
Fair value | $4,291 | $5,278 |
Fair_Value_Measurements_Narrat
Fair Value Measurements Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Apr. 07, 2014 | Apr. 07, 2014 | Apr. 07, 2014 | Mar. 18, 2014 | Apr. 07, 2014 |
Subsequent Event | Subsequent Event | Subsequent Event | Common Stock | Common Stock | |||
Series C | Common Stock | Conversion of convertible preferred stock | Rate | Subsequent Event | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of preferred stock warrant liabilities | ($1,010) | $549 | ' | ' | ' | ' | ' |
Share Price | $15 | ' | ' | ' | ' | ' | $15 |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | ' | ' | ' | 0.5 | ' |
Class of Warrant or Right, Outstanding | ' | ' | 845,867 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | 286,055 | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | 12,587 | 25,174 | ' | ' |
Other_Balance_Sheet_Amounts_Na
Other Balance Sheet Amounts Narrative (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Accounts Payable, Right to Offset, Current | $0.70 | $0.90 |
Prepaid Expenses and Other Current Assets | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents, Current | 0.4 | 0.4 |
Other Noncurrent Assets | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents, Noncurrent | $1.20 | $1.30 |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Balance Sheet Amounts [Abstract] | ' | ' |
Accounts payable—seller | $92,229 | $111,078 |
Accounts payable—trade | 4,645 | 4,136 |
Accrued employee—related payables | 6,302 | 4,984 |
Accounts payable and accrued expenses | $103,176 | $120,198 |
Capitalization_Narrative_Detai
Capitalization Narrative (Details) | Mar. 31, 2014 | Mar. 14, 2014 | Dec. 31, 2013 | Apr. 07, 2014 | Dec. 31, 2013 | Apr. 07, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Subsequent Event | Common Class A | Common Class A | Common Class B | Convertible Preferred Stock | Convertible Preferred Stock | ||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 80,609,000 | 80,608,856 | 73,380,126 | 500,000,000 | 32,500,000 | ' | 4,190,063 | ' | ' |
Temporary Equity, Shares Authorized | ' | ' | ' | ' | ' | ' | ' | 29,691,000 | 29,691,524 |
Conversion of Stock, Shares Converted | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (2007 Stock Incentive Plan) | 3 Months Ended |
Mar. 31, 2014 | |
2007 Stock Incentive Plan | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Vesting Period | '4 years |
Award Vesting Rights, Percentage | 25.00% |
Number of Shares Authorized | 14,071,165 |
Number of Shares Available for Grant | 1,999,012 |
StockBased_Compensation_Stock_
Stock-Based Compensation Stock Options Outstanding (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
31-Dec-13 | 8,360 |
Granted | 500 |
Exercised | -714 |
Canceled | -161 |
31-Mar-14 | 7,985 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
31-Dec-13 | $6.13 |
Granted | $16.22 |
Exercised | $2.79 |
Canceled | $5.28 |
31-Mar-14 | $7.08 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' |
Exercisable at March 31, 2014 (in shares) | 2,967 |
Exercisable at March 31, 2014 (in dollars per share) | $4.38 |
Outstanding at March 31, 2014 (in years) | '8 years 4 months 12 days |
Exercisable at March 31, 2014 (in years) | '7 years 4 months 28 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ' |
Vested and expected to vest March 31, 2014 (in shares) | 7,293 |
Vested and expected to vest March 31, 2014 (in dollars per share) | $6.91 |
Vested and expected to vest March 31, 2014 (in years) | '8 years 3 months 22 days |
StockBased_Compensation_Stock_1
Stock-Based Compensation Stock Options Narrative (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Weighted Average Grant Date Fair Value | $8.43 |
StockBased_Compensation_Stock_2
Stock-Based Compensation Stock Options Fair Value (Details) (Stock Option) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stock Option | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term (in years) | '5 years 11 months 24 days | '6 years |
Risk-free interest rate | 1.75% | 1.09% |
Expected volatility | 54.00% | 58.00% |
Dividend yield | 0.00% | 0.00% |
StockBased_Compensation_Restri
Stock-Based Compensation Restricted Stock (Details) (USD $) | 1 Months Ended | |||||||
Apr. 30, 2014 | Mar. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Subsequent Event | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Performance Based Awards | |
Contingent Upon Completion of IPO | Employee and Certain Executives | Employee and Certain Executives | Certain Executives | Certain Executives | ||||
Subsequent Event | Vested over 3.3 years | Vested over 4.0 years | Contingent Upon Completion of IPO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Granted | ' | ' | ' | 2,200,357 | 1,287,857 | 632,500 | 280,000 | ' |
Vesting Period | '2 years 4 months 17 days | ' | '1 year 8 months 12 days | ' | '3 years 3 months 20 days | '4 years | ' | ' |
Grant date fair value | ' | $16.22 | ' | ' | ' | ' | ' | $13.15 |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | $2,478 | $1,504 |
Cost of revenue | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | 31 | 18 |
Selling and marketing | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | 577 | 340 |
Technology and development | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | 303 | 368 |
General and administrative | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | $1,567 | $778 |
Income_Taxes_Income_Taxes_Deta
Income Taxes Income Taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Provision for income taxes | $50 | $50 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Operating Leases, Rent Expense | $1.40 | $1.10 |
Operating Leases, Future Minimum Payments Due | 4.1 | ' |
New York Lease | Irrevocable Letter of Credit | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Loss Contingency, Range of Possible Loss, Maximum | $0.70 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies Other Contracts (Details) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2014 | Apr. 07, 2014 | Apr. 07, 2014 | Mar. 18, 2014 | |
Series C | Common Stock | Common Stock | ||
Subsequent Event | Subsequent Event | Rate | ||
Class of Stock [Line Items] | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | 845,867 | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | 286,055 | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | ' | 0.5 |
Acquisition Fee, Percentage of Consideration Due | 2.50% | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 14, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 30, 2014 | Apr. 07, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Mar. 18, 2014 | Apr. 07, 2014 | Dec. 31, 2013 | Apr. 07, 2014 | Apr. 07, 2014 | Apr. 07, 2014 | Apr. 07, 2014 | |
Forecast | Forecast | Subsequent Event | Subsequent Event | Restricted Stock Units (RSUs) | Line of Credit | Common Stock | Common Stock | Common Class A | Common Class A | Common Stock | Series C | Conversion of convertible preferred stock | |||||
San Francisco Lease | Subsequent Event | Silicon Valley Bank | Rate | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||||||||
Subsequent Event | Rate | ||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Public Offering, Shares sold During IPO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,432,445 | ' | ' | ' | ' | ' |
Initial Public Offering, Shares sold During IPO, Over-Allotment Option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,015,649 | ' | ' | ' | ' | ' |
Initial Public Offering, Shares Sold by Existing Stockholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,354,199 | ' | ' | ' | ' | ' |
Share Price | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | ' | ' | ' | ' | ' | $86,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | 0.5 | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 845,867 | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,410,238 | 286,055 | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,587 | ' | 25,174 |
Common Stock, Shares Authorized | 80,609,000 | ' | 80,608,856 | 73,380,126 | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | 32,500,000 | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of preferred stock warrant liabilities | -1,010,000 | 549,000 | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Offering Costs | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Lines of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' |
Granted | 500,000 | ' | ' | ' | ' | ' | ' | 211,960 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | $16.22 | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting Period | ' | ' | ' | ' | ' | ' | ' | '2 years 4 months 17 days | '2 years 4 months 28 days | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Granted | ' | ' | ' | ' | ' | ' | ' | ' | 106,415 | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Future Minimum Payments Due | $4,100,000 | ' | ' | ' | ' | $800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |