Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 25, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RUBICON PROJECT, INC. | |
Entity Central Index Key | 1,595,974 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 49,821,932 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 165,241 | $ 149,423 |
Marketable securities | 138,963 | 192,064 |
Accounts receivable, net | 27,365 | 40,550 |
Prepaid expenses and other current assets | 10,757 | 9,540 |
TOTAL CURRENT ASSETS | 342,326 | 391,577 |
Property and equipment, net | 34,107 | 36,246 |
Internal use software development costs, net | 13,493 | 16,522 |
Other assets, non-current | 1,892 | 2,921 |
Intangible assets, net | 4,440 | 6,804 |
Goodwill | 65,705 | 65,705 |
TOTAL ASSETS | 461,963 | 519,775 |
Current liabilities: | ||
Accounts payable and accrued expenses | 174,031 | 214,903 |
Other current liabilities | 3,193 | 3,534 |
TOTAL CURRENT LIABILITIES | 177,224 | 218,437 |
Deferred tax liability, net | 42 | 42 |
Other liabilities, non-current | 1,736 | 1,783 |
TOTAL LIABILITIES | 179,002 | 220,262 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at March 31, 2017 and December 31, 2016; 0 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at March 31, 2017 and December 31, 2016; 49,547 and 49,378 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid-in capital | 409,360 | 398,787 |
Accumulated other comprehensive loss | (3) | (273) |
Accumulated deficit | (126,396) | (99,001) |
TOTAL STOCKHOLDERS' EQUITY | 282,961 | 299,513 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 461,963 | $ 519,775 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 49,902,000 | 49,378,000 |
Common stock, shares, outstanding | 49,902,000 | 49,378,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 42,922 | $ 70,511 | $ 88,937 | $ 139,743 |
Expenses: | ||||
Cost of revenue | 13,698 | 17,540 | 28,386 | 34,323 |
Sales and marketing | 12,529 | 21,966 | 27,157 | 43,244 |
Technology and development | 12,044 | 13,294 | 24,797 | 25,737 |
General and administrative | 14,355 | 16,390 | 29,435 | 36,995 |
Restructuring and other exit costs | 1,621 | 0 | 5,959 | 0 |
Total expenses | 54,247 | 69,190 | 115,734 | 140,299 |
Income (loss) from operations | (11,325) | 1,321 | (26,797) | (556) |
Other (income) expense: | ||||
Interest income, net | (228) | (131) | (395) | (225) |
Other income | (167) | (197) | (379) | (197) |
Foreign exchange (gain) loss, net | 479 | (578) | 851 | (317) |
Total other (income) expense, net | 84 | (906) | 77 | (739) |
Income (loss) before income taxes | (11,409) | 2,227 | (26,874) | 183 |
Provision for income taxes | 146 | 4,904 | 521 | 576 |
Net loss | $ (11,555) | $ (2,677) | $ (27,395) | $ (393) |
Net loss per share: | ||||
Basic and Diluted | $ (0.24) | $ (0.06) | $ (0.56) | $ (0.01) |
Weighted-average shares used to compute net loss per share: | ||||
Basic and Diluted | 48,783 | 46,341 | 48,559 | 45,502 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,555) | $ (2,677) | $ (27,395) | $ (393) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on investments, net of tax of $0 for the six months ended June 30, 2017 and 2016 | 4 | 20 | 0 | 84 |
Foreign currency translation adjustments | 173 | (138) | 270 | (111) |
Other comprehensive income (loss) | 177 | (118) | 270 | (27) |
Comprehensive loss | $ (11,378) | $ (2,795) | $ (27,125) | $ (420) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) - Parenthetical - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain (loss) on investments, net of tax | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | AOCI Attributable to Parent [Member] | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Retained Earnings (Accumulated Deficit) | $ (99,001) | $ (99,001) | |||
Additional Paid in Capital | $ 398,787 | $ 398,787 | |||
Beginning Balance (in shares) at Dec. 31, 2016 | 49,378 | 49,378 | |||
Beginning Balance at Dec. 31, 2016 | $ 299,513 | $ 0 | $ (273) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 99 | ||||
Exercise of common stock options | $ 384 | 384 | |||
Stock Issued During Period, Shares, New Issues | 0 | (166) | |||
Shares Paid for Tax Withholding for Share Based Compensation | (361) | ||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | $ (2,048) | (2,048) | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 0 | 705 | |||
Issuance of common stock related to RSU vesting (in shares) | 89 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 444 | 444 | |||
Stock-based compensation | 11,793 | 11,793 | |||
Other comprehensive income (loss) | 270 | ||||
Net loss | $ (27,395) | ||||
Ending Balance (in shares) at Jun. 30, 2017 | 49,902 | 49,744 | |||
Ending Balance at Jun. 30, 2017 | $ 282,961 | $ 0 | $ 409,360 | $ (3) | $ (126,396) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Retained Earnings (Accumulated Deficit) | (126,396) | ||||
Additional Paid in Capital | $ 409,360 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (27,395) | $ (393) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 18,976 | 18,408 |
Stock-based compensation | 11,542 | 15,517 |
Loss on disposal of property and equipment | 271 | 5 |
Provision for Doubtful Accounts | 566 | 594 |
Unrealized foreign currency gains, net | 1,130 | (1,179) |
Deferred income taxes | 274 | 557 |
Changes in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable | 52,917 | 59,044 |
Prepaid expenses and other assets | (469) | (113) |
Accounts payable and accrued expenses | (44,561) | (59,252) |
Other liabilities | (446) | 62 |
Net cash provided by operating activities | 12,805 | 33,250 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (4,839) | (3,933) |
Capitalized internal use software development costs | (4,327) | (5,029) |
Investments in available-for-sale securities | (31,789) | (15,687) |
Maturities of available-for-sale securities | 45,050 | 12,800 |
Net cash provided by (used in) investing activities | 4,095 | (11,849) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 384 | 12,859 |
Proceeds from issuance of common stock under employee stock purchase plan | 444 | 1,137 |
Taxes paid related to net share settlement | (2,048) | (4,886) |
Net cash provided by (used in) financing activities | (1,220) | 9,110 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 140 | (78) |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 15,820 | 30,433 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 149,498 | 116,832 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Capitalized assets financed by accounts payable and accrued expenses | 3,944 | 1,698 |
Capitalized stock-based compensation | $ 251 | $ 537 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Company Overview The Rubicon Project, Inc., or 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 pioneered advertising automation technology and is one of the world’s largest advertising exchanges. The Company helps websites and applications thrive by giving them tools and expertise to sell ads easily and safely. In addition, the world’s leading agencies and brands rely on the Company's technology to execute billions of advertising transactions each month. 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, mobile applications and other digital media properties, and their representatives, to sell their advertising inventory; applications for buyers, including advertisers, agencies, agency trading desks, demand side platforms, and ad networks, to buy advertising inventory; and a marketplace over which such transactions are executed. This solution incorporates proprietary machine-learning algorithms, sophisticated data processing, high-volume storage, detailed analytics capabilities, and a distributed infrastructure. Together, these features form the basis for the Company’s automated advertising solution 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. 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, or GAAP, for interim financial information and 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 a fair statement of the results for the interim period presented have been included. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2017 , or for any future year. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in its 2016 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in its Annual Report on Form 10-K. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, this includes amounts reclassified to conform to the current year presentation in the Consolidated Statements of Cash Flows. Revenue Recognition The Company generates revenue from buyers and sellers who use its solution for the purchase and sale of advertising inventory. The Company's solution enables buyers and sellers to purchase and sell advertising inventory by matching buyers and sellers, and by establishing rules and parameters for auctions of advertising inventory. Buyers use the Company's solution to reach their intended audiences by buying advertising inventory that the Company makes available from sellers through its solution. Sellers use the Company's solution to monetize their inventory. The Company recognizes revenue upon fulfillment of its contractual obligations in connection with a completed transaction, subject to satisfying all other revenue recognition criteria, including (i) persuasive evidence of an arrangement existing, (ii) delivery having occurred or services having been rendered, (iii) the fees being fixed or determinable, and (iv) collectability being reasonably assured. The Company generally bills and collects the full purchase price of impressions from buyers, together with other fees, if applicable. The Company reports revenue on a net basis for arrangements in which it has determined that it does not act as the principal in the purchase and sale of advertising inventory because pricing is determined through the Company's auction process or directly between a buyer and a seller and the Company is not the primary obligor. In some cases, the Company generates revenue directly from sellers who maintain the primary relationship with buyers and utilize the Company's solution to transact and increase the monetization of their activities. The Company reports revenue on a net basis for these activities. The Company reported revenue on a gross basis for arrangements in which it determined that the Company acted as the principal in the purchase and sale of advertising inventory because the Company had direct contractual relationships with and managed advertising campaigns on behalf of the buyer by acting as the primary obligor in the purchase of advertising inventory, the Company exercised discretion in establishing prices, the Company had credit risk, and the Company independently selected and purchased inventory from the seller. The revenue the Company reported on a gross basis was associated with its intent marketing solution, which the Company ceased providing in the first quarter of 2017. For quarters ending after March 31, 2017, all the Company’s revenue is reported on a net basis. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances, for the amounts the Company is responsible to collect, and the Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. The Company tests for impairment of goodwill annually during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. For purposes of goodwill impairment testing, the Company operates as a single operating segment and has identified a single reporting unit. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. In January 2017, the FASB issued new guidance intended to simplify the test for goodwill impairment, which the Company adopted during the three month period ended March 31, 2017. Testing goodwill for impairment involves a quantitative analysis whereby the estimated fair value of the reporting unit is compared with its respective carrying amount, including goodwill. However, prior to performing this quantitative goodwill impairment test, the Company has the option to first assess qualitative factors to determine whether or not it is necessary to perform the quantitative goodwill impairment test. If the Company chooses the qualitative option, the Company is not required to perform the quantitative goodwill impairment test unless it has determined, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the quantitative impairment test is required or chosen, the impairment test involves comparing the estimated fair value of the reporting unit with its respective carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. In March 2017, the Company experienced a drop in the trading price of its common stock. As a result, the Company's public market capitalization, calculated by multiplying the share price by outstanding shares, is lower than the carrying value of its net assets. The Company considered this an indicator triggering the need to assess the carrying value of goodwill for potential impairment at March 31, 2017 and June 30, 2017. As a result, the Company performed a quantitative goodwill impairment assessment. The Company considered multiple factors including, among others, its current business condition, product and business plans, market perceptions, valuation considerations, and the timing of these factors. As a result, the Company determined that no impairment of goodwill was indicated at both March 31, 2017 and June 30, 2017. Given the lack of significant headroom in our goodwill impairment assessment, we may be required to perform another interim goodwill impairment assessment in the third quarter of 2017 prior to our annual test. Based on the outcome of these future impairment assessments, we may be required to take a non-cash impairment charge if there is a future negative change in the factors considered above. 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 and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act, or the 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 May 2014, the Financial Accounting Standards Board, or FASB, issued new accounting guidance that amends the guidance for revenue recognition to replace numerous industry-specific requirements and converges areas under the "Revenue from Contracts with Customers" topic with those of the International Financial Reporting Standards. The guidance implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The guidance is effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016. Since its issuance, the FASB has amended several aspects of the new guidance including provisions that clarify the implementation guidance on principal versus agent considerations in the new revenue recognition standard. The amendments clarify how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The Company has not yet selected a transition method, but is currently evaluating the new guidance with respect to its revenue arrangements and assessing the impact this guidance will have on the Company's condensed consolidated financial statements. In February 2016, the FASB issued new accounting guidance that requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on its condensed consolidated financial statements and related disclosures, and anticipates the guidance to result in increases in its assets and liabilities as most of its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and lease liabilities. In October 2016, the FASB issued new guidance intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, entities should recognize the income tax consequences of such transfers when the transfers occur. The new guidance will be effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires application using a modified retrospective transition method. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In November 2016, the FASB issued new guidance that requires a Company to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents in the statement of cash flow. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance will be effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted, including early adoption in an interim 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. The guidance requires application using a retrospective transition method to each period presented. The Company has early adopted this guidance during the six months ended June 30, 2017 and has reflected the changes in the current and prior period statement of cash flow. In January 2017, the FASB issued amended guidance for business combinations. The new pronouncement changes the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and will be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. Subsequent to adoption, the Company will apply this guidance to acquisitions or disposals occurring in the period of adoption and thereafter. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In May 2017, the FASB issued new guidance for modification accounting of stock based compensation expense. The new pronouncement provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. The guidance notes that an entity should account for the effects of a modification unless the fair value of the modified award is the same as the fair value of the original award immediately before the original award was modified and it did not change any of the inputs to the valuation technique used to value the award, the vesting conditions did not change, and the classification of the award as either equity or liability did not change. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and will be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company had a loss from continuing operations for the three and six months ended June 30, 2017 and 2016, and therefore the number of diluted shares was equal to the number of basic shares for the period. The following table presents the basic and diluted net loss per share attributable to common stockholders: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (In thousands, except per share data) Basic and Diluted EPS: Net loss attributable to common stockholders $ (11,555 ) $ (2,677 ) $ (27,395 ) $ (393 ) Weighted-average common shares outstanding 49,666 48,740 49,557 47,939 Weighted-average unvested restricted shares (883 ) (1,763 ) (998 ) (1,732 ) Weighted-average escrow shares — (636 ) — (705 ) Weighted-average common shares outstanding used to compute net loss per share 48,783 46,341 48,559 45,502 Basic and diluted net loss per share $ (0.24 ) $ (0.06 ) $ (0.56 ) $ (0.01 ) The following weighted-average 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: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (in thousands) Options to purchase common stock 88 1,317 137 1,519 Unvested restricted stock awards 367 756 295 685 Unvested restricted stock units 585 930 623 913 ESPP 44 26 52 22 Shares held in escrow — 635 — 699 Total shares excluded from net loss per share 1,084 3,664 1,107 3,838 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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. Observable inputs are based on market data obtained from independent sources. 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. The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at June 30, 2017 : Total Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 29,159 $ 23,662 $ 5,497 $ — Corporate debt securities $ 22,356 $ — $ 22,356 $ — U.S. Treasury, government and agency debt securities $ 5,009 $ 5,009 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2016 : Total Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 15,776 $ 7,781 $ 7,995 $ — Corporate debt securities $ 17,314 $ — $ 17,314 $ — U.S. Treasury, government and agency debt securities $ 23,236 $ 23,236 $ — $ — At June 30, 2017 and December 31, 2016 , cash equivalents of $29.2 million and $15.8 million , respectively, consisted of money market funds, commercial paper, treasury and agency debt securities with original maturities of three months or less. The carrying amounts of cash equivalents are classified as Level 1 or Level 2 depending on whether or not their fair values are based on quoted market prices for identical securities that are traded in an active market. The commercial paper included in cash equivalents is classified as Level 2 since its fair value is not based on quoted market prices for identical securities that are traded in an active market, but rather is derived from similar securities. Corporate debt securities included in marketable securities on the balance sheet whose fair values are not based on quoted market prices for identical securities that are traded in an active market, rather derived from similar securities, are classified as Level 2 as well. The fair values of the Company's U.S. treasury, government and agency debt securities, are based on quoted market prices and classified as Level 1. |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Amounts | Other Balance Sheet Amounts Investments in marketable securities as of June 30, 2017 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale — short-term: U.S. Treasury, government and agency debt securities $ 5,009 $ — $ — $ 5,009 Corporate debt securities 22,356 — — 22,356 Total $ 27,365 $ — $ — $ 27,365 Investments in marketable securities as of December 31, 2016 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale — short-term: U.S. Treasury, government and agency debt securities $ 23,237 $ 1 $ (2 ) $ 23,236 Corporate debt securities 17,314 — — 17,314 Total $ 40,551 $ 1 $ (2 ) $ 40,550 As of June 30, 2017 and December 31, 2016 , the Company's available-for-sale securities had a weighted remaining contractual maturity of 0.2 years and 0.3 years , respectively. For the three and six months ended June 30, 2017 , there were no realized gains (losses) and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive income (loss) into the condensed consolidated statements of operations for the sale of available-for-sale investments. Accounts payable and accrued expenses included the following: June 30, 2017 December 31, 2016 (in thousands) Accounts payable—seller $ 156,812 $ 197,261 Accounts payable—trade 8,318 7,930 Accrued employee-related payables 8,901 9,712 Total $ 174,031 $ 214,903 Cash, cash equivalents and restricted cash included in the cash flow is as follows: June 30, 2017 June 30, 2016 (in thousands) Cash and cash equivalents $ 165,241 $ 147,188 Restricted cash (included in "prepaid expenses and other current assets") 77 77 Total cash, cash equivalents, and restricted cash $ 165,318 $ 147,265 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Details of the Company’s intangible assets was as follows: June 30, 2017 December 31, 2016 (in thousands) Amortizable intangible assets: Developed technology $ 12,058 $ 13,418 Customer relationships 2,880 3,330 Non-compete agreements — 4,990 Total identifiable intangible assets, gross 14,938 21,738 Accumulated amortization— intangible assets: Developed technology (7,618 ) (7,652 ) Customer relationships (2,880 ) (2,837 ) Non-compete agreements — (4,445 ) Total accumulated amortization—intangible assets (10,498 ) (14,934 ) Total identifiable intangible assets, net $ 4,440 $ 6,804 Amortization of intangible assets for the three and six months ended June 30, 2017 were $0.8 million and $2.4 million , respectively. In January 2017, the Company announced that it would cease providing intent marketing services. In connection with this decision, the Company assessed the asset group related to the intent marketing services, which consisted of client relationships and developed technology related to the Chango acquisition, and determined that the asset group was impaired. Accordingly, the Company recorded a charge for the impairment of intangible assets totaling $ 23.5 million , which is included in the consolidated statement of operations for the year ended December 31, 2016 . The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of June 30, 2017 : Fiscal Year Amount (in thousands) Remaining 2017 938 2018 1,862 2019 1,640 Total $ 4,440 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company’s equity incentive plans provide for the grant of equity awards, including non-statutory or incentive stock options, restricted stock, and restricted stock units, to the Company's employees, officers, directors, and consultants. The Company's board of directors administers the plans. Options outstanding vest based upon continued service at varying rates, but generally over four years from issuance with 25% vesting after one year of service and the remainder vesting monthly thereafter. Restricted stock and restricted stock units vest at varying rates, usually approximately 25% vesting after approximately one year of service and the remainder vesting semi-annually thereafter. Options, restricted stock, and restricted stock units granted under the plans accelerate under certain circumstances on a change in control, as defined in the governing plan. An aggregate of 5,356,354 shares remained available for future grants at June 30, 2017 under the plans. Stock Options A summary of stock option activity for the six months ended June 30, 2017 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2016 3,861 $ 11.16 Granted 991 $ 5.81 Exercised (99 ) $ 3.87 Expired (254 ) $ 12.58 Forfeited (122 ) $ 13.26 Outstanding at June 30, 2017 4,377 $ 9.97 5.52 years $ 366 Exercisable at June 30, 2017 2,855 $ 10.57 4.01 years $ 366 The aggregate total intrinsic value of options exercised for the six months ended June 30, 2017 was $0.4 million . At June 30, 2017 , the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $5.2 million , which is expected to be recognized over a weighted-average period of 2.9 years . The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2017 was $3.08 . Total fair value of options vested during the six months ended June 30, 2017 was $3.1 million . The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Expected term (in years) 5.7 5.8 6.0 5.9 Risk-free interest rate 1.87 % 1.39 % 2.10 % 1.43 % Expected volatility 55 % 55 % 55 % 48 % Dividend yield — % — % — % — % Restricted Stock A summary of restricted stock activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2016 1,113 $ 14.07 Granted — $ — Canceled (166 ) $ 12.65 Vested (251 ) $ 15.36 Nonvested shares of restricted stock outstanding at June 30, 2017 696 $ 13.94 The aggregate fair value of restricted stock with service conditions that vested during the six months ended June 30, 2017 was $1.4 million . At June 30, 2017 , the Company had unrecognized stock-based compensation expense for restricted stock with service conditions of $3.5 million , which is expected to be recognized over a weighted-average period of 1.6 years . Restricted Stock Units A summary of restricted stock unit activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested restricted stock units outstanding at December 31, 2016 2,903 $ 13.63 Granted 2,616 $ 5.98 Canceled (635 ) $ 11.88 Vested (696 ) $ 14.08 Nonvested restricted stock units outstanding at June 30, 2017 4,188 $ 9.00 The weighted-average grant date fair value per share of restricted stock units granted during the six months ended June 30, 2017 was $5.98 . The aggregate fair value of restricted stock units that vested during six months ended June 30, 2017 was $4.0 million . At June 30, 2017 , the intrinsic value of nonvested restricted stock units was $21.5 million . At June 30, 2017 , the Company had unrecognized stock-based compensation expense relating to nonvested restricted stock units of approximately $29.8 million , which is expected to be recognized over a weighted-average period of 3.1 years . Employee Stock Purchase Plan In November 2013, the Company adopted the Company's 2014 Employee Stock Purchase Plan, or ESPP. The ESPP is designed to enable eligible employees to periodically purchase shares of the Company's common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. At the end of each six-month offering period, employees' accumulated contributions are applied to purchase shares at a price per share equal to 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 trading day of the offering period. Offering periods generally commence and end in May and November of each year. As of June 30, 2017 , the Company has reserved 1,569,188 shares of its common stock for issuance under the ESPP. Stock-Based Compensation Expense Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (in thousands) Cost of revenue $ 96 $ 108 $ 180 $ 170 Sales and marketing 974 2,543 2,409 4,657 Technology and development 981 1,800 2,056 3,174 General and administrative 2,628 2,675 5,337 7,516 Restructuring and other exit costs 624 — 1,560 — Total stock-based compensation expense $ 5,303 $ 7,126 $ 11,542 $ 15,517 |
Restructuring and Other Exit Co
Restructuring and Other Exit Costs | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Exit Costs | Restructuring and Other Exit Costs As part of management's plan to streamline operations and prioritize resources for growth initiatives, the Company implemented restructuring initiatives that included departure of seven senior leaders and the shut-down of the Company's intent marketing services. For the six months ended June 30, 2017 , in connection with these initiatives, the Company recorded restructuring and other exit costs totaling $6.0 million for one-time employee termination benefits, operational shut-down costs and other related costs. The following table summarizes the accrued restructuring liability related to this plan, which is recorded in "Accounts payable and accrued expenses" on the consolidated balance sheet: Amount (in thousands) Accrued restructuring and other exit costs at December 31, 2016 $ 801 Restructuring and other exit costs (1) 5,959 Cash paid for restructuring and other exit costs (4,165 ) Non-cash stock based compensation for restructuring and other exit costs (1,560 ) Accrued restructuring and other exit costs at June 30, 2017 $ 1,035 (1) Restructuring and other exit costs for the three and six months ended June 30, 2017 consisted of $1.5 million and $5.1 million in employee termination costs, respectively, and $0.1 million and $0.9 million in facility closing costs, respectively. The Company expects to pay the majority of the remaining expenses by the fourth quarter of 2017. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
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. The Company recorded income tax expense of $0.1 million and $4.9 million for the three months ended June 30, 2017 and 2016 , respectively, and income tax expense of $0.5 million and $0.6 million for the six months ended June 30, 2017 and 2016 , respectively. The tax provision is primarily the result of the domestic and certain international valuation allowances and the geographical mix of income and losses. Due to uncertainty as to the realization of benefits from the Company's domestic and certain international deferred tax assets, including net operating loss carryforwards and research and development tax credits, the Company has a full valuation allowance reserved against such assets. The Company intends to continue to maintain a full valuation allowance on the deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. There were no material changes to the Company's unrecognized tax benefits in the six months ended June 30, 2017 , 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. During the first quarter of 2017, the Internal Revenue Service commenced an examination of the 2015 tax year. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company has commitments under non-cancelable operating leases for facilities, certain equipment, and its managed data center facilities. Total rental expenses were $3.0 million and $2.8 million for the three months ended June 30, 2017 and 2016 , respectively. Total rental expenses were $6.3 million and $5.4 million for the six months ended June 30, 2017 and 2016 , respectively. Additionally, expenses for cloud-based services related to data centers were $1.1 million and $1.5 million for the three months ended June 30, 2017 and 2016 , respectively, and $2.8 million and $2.9 million for the six months ended June 30, 2017 and 2016 , respectively. As of June 30, 2017 , $2.9 million of letters of credit associated with office leases were outstanding, none of which have been drawn down. Purchase Obligations The Company’s purchase obligations were $0.9 million as of June 30, 2017 . 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 material 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 June 30, 2017 . However, based on management’s knowledge as of June 30, 2017 , management believes that the final resolution of these matters known at such date, individually and in the aggregate, will not have a material adverse effect upon the Company’s condensed consolidated financial position, results of operations or cash flows. On March 31, 2017, Guardian News & Media Limited (Guardian) issued proceedings (the Complaint) against the Company in the Chancery Division of the High Court of Justice in England & Wales. The Complaint alleges that the Company underpaid Guardian for inventory sold by Guardian through the Company's platform as a result of the fact that the Company charged fees to buyers of that inventory. Guardian claims the Company was precluded from charging buyer fees as a result of the contractual arrangements with Guardian and English agency law principles, as well as representations the Company allegedly made to Guardian. The Complaint claims damages including loss of revenue, interest, and costs, without specifying the amount of damages sought. The Company disputes Guardian’s claims and is defending them vigorously, but the Complaint involves disputed facts and complex legal questions, and its outcome is therefore uncertain. Even if Guardian were to prevail in this action, the Company does not believe payment of the damages that may be recoverable by Guardian would have a material adverse effect upon the Company's condensed consolidated financial position, results of operations, or cash flows. Employment Contracts The Company has entered into severance agreements with certain employees and officers. The Company may be required to pay severance and accelerate the vesting of certain equity awards in the event of involuntary terminations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events On July 11, 2017, the Company entered into an Agreement and Plan of Merger with nToggle, Inc. (“nToggle”), Caviar Acquisition Corp., a wholly owned subsidiary of the Company, Shareholder Representative Services LLC, solely in its capacity as the initial Holder Representative thereunder, and certain persons delivering joinder agreements therewith. On July 14, 2017, the parties consummated the transaction contemplated by the merger agreement and nToggle became a wholly owned subsidiary of the Company. Immediately following the merger transaction, nToggle was merged into the Company and ceased to exist as a separate entity. The technology acquired from nToggle should make it easier and more cost effective for buyers to find the inventory they seek among the billions of bid requests they receive. In connection with the acquisition, at the closing, the Company paid cash consideration of $38.5 million to the stockholders, warrantholders, and holders of vested in-the-money options of nToggle, of which, $3.4 million was deposited into an escrow account to cover a post-closing working capital adjustment and to secure indemnification obligations of such holders. In addition, the Company assumed all outstanding unvested in-the-money options and certain shares of restricted stock held by continuing employees, and issued an aggregate of 174,117 restricted stock units to the continuing employees under the Company's 2014 Inducement Grant Equity Incentive Plan. The initial accounting for the acquisition is expected to be completed by Q3 2017. |
Organization and Summary of S19
Organization and Summary of Significant Accounting Policies Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [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, or GAAP, for interim financial information and 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 a fair statement of the results for the interim period presented have been included. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2017 , or for any future year. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in its 2016 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in its Annual Report on Form 10-K. |
Consolidation | 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, or GAAP, for interim financial information and 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 a fair statement of the results for the interim period presented have been included. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for any future interim period, the year ending December 31, 2017 , or for any future year. The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in its 2016 Annual Report on Form 10-K. There have been no significant changes in the Company's accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in its Annual Report on Form 10-K. |
Revenue Recognition | Revenue Recognition The Company generates revenue from buyers and sellers who use its solution for the purchase and sale of advertising inventory. The Company's solution enables buyers and sellers to purchase and sell advertising inventory by matching buyers and sellers, and by establishing rules and parameters for auctions of advertising inventory. Buyers use the Company's solution to reach their intended audiences by buying advertising inventory that the Company makes available from sellers through its solution. Sellers use the Company's solution to monetize their inventory. The Company recognizes revenue upon fulfillment of its contractual obligations in connection with a completed transaction, subject to satisfying all other revenue recognition criteria, including (i) persuasive evidence of an arrangement existing, (ii) delivery having occurred or services having been rendered, (iii) the fees being fixed or determinable, and (iv) collectability being reasonably assured. The Company generally bills and collects the full purchase price of impressions from buyers, together with other fees, if applicable. The Company reports revenue on a net basis for arrangements in which it has determined that it does not act as the principal in the purchase and sale of advertising inventory because pricing is determined through the Company's auction process or directly between a buyer and a seller and the Company is not the primary obligor. In some cases, the Company generates revenue directly from sellers who maintain the primary relationship with buyers and utilize the Company's solution to transact and increase the monetization of their activities. The Company reports revenue on a net basis for these activities. The Company reported revenue on a gross basis for arrangements in which it determined that the Company acted as the principal in the purchase and sale of advertising inventory because the Company had direct contractual relationships with and managed advertising campaigns on behalf of the buyer by acting as the primary obligor in the purchase of advertising inventory, the Company exercised discretion in establishing prices, the Company had credit risk, and the Company independently selected and purchased inventory from the seller. The revenue the Company reported on a gross basis was associated with its intent marketing solution, which the Company ceased providing in the first quarter of 2017. For quarters ending after March 31, 2017, all the Company’s revenue is reported on a net basis. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances, for the amounts the Company is responsible to collect, and the Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. The Company tests for impairment of goodwill annually during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. For purposes of goodwill impairment testing, the Company operates as a single operating segment and has identified a single reporting unit. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. In January 2017, the FASB issued new guidance intended to simplify the test for goodwill impairment, which the Company adopted during the three month period ended March 31, 2017. Testing goodwill for impairment involves a quantitative analysis whereby the estimated fair value of the reporting unit is compared with its respective carrying amount, including goodwill. However, prior to performing this quantitative goodwill impairment test, the Company has the option to first assess qualitative factors to determine whether or not it is necessary to perform the quantitative goodwill impairment test. If the Company chooses the qualitative option, the Company is not required to perform the quantitative goodwill impairment test unless it has determined, based on the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the quantitative impairment test is required or chosen, the impairment test involves comparing the estimated fair value of the reporting unit with its respective carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. |
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 and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act, or the 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 May 2014, the Financial Accounting Standards Board, or FASB, issued new accounting guidance that amends the guidance for revenue recognition to replace numerous industry-specific requirements and converges areas under the "Revenue from Contracts with Customers" topic with those of the International Financial Reporting Standards. The guidance implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The guidance is effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016. Since its issuance, the FASB has amended several aspects of the new guidance including provisions that clarify the implementation guidance on principal versus agent considerations in the new revenue recognition standard. The amendments clarify how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The Company has not yet selected a transition method, but is currently evaluating the new guidance with respect to its revenue arrangements and assessing the impact this guidance will have on the Company's condensed consolidated financial statements. In February 2016, the FASB issued new accounting guidance that requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the effect this guidance will have on its condensed consolidated financial statements and related disclosures, and anticipates the guidance to result in increases in its assets and liabilities as most of its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and lease liabilities. In October 2016, the FASB issued new guidance intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, entities should recognize the income tax consequences of such transfers when the transfers occur. The new guidance will be effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires application using a modified retrospective transition method. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In November 2016, the FASB issued new guidance that requires a Company to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents in the statement of cash flow. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance will be effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted, including early adoption in an interim 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. The guidance requires application using a retrospective transition method to each period presented. The Company has early adopted this guidance during the six months ended June 30, 2017 and has reflected the changes in the current and prior period statement of cash flow. In January 2017, the FASB issued amended guidance for business combinations. The new pronouncement changes the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and will be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. Subsequent to adoption, the Company will apply this guidance to acquisitions or disposals occurring in the period of adoption and thereafter. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. In May 2017, the FASB issued new guidance for modification accounting of stock based compensation expense. The new pronouncement provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. The guidance notes that an entity should account for the effects of a modification unless the fair value of the modified award is the same as the fair value of the original award immediately before the original award was modified and it did not change any of the inputs to the valuation technique used to value the award, the vesting conditions did not change, and the classification of the award as either equity or liability did not change. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and will be applied prospectively to any transactions occurring within the period of adoption. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. The Company is currently assessing the impact this guidance will have on its condensed consolidated financial statements. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (In thousands, except per share data) Basic and Diluted EPS: Net loss attributable to common stockholders $ (11,555 ) $ (2,677 ) $ (27,395 ) $ (393 ) Weighted-average common shares outstanding 49,666 48,740 49,557 47,939 Weighted-average unvested restricted shares (883 ) (1,763 ) (998 ) (1,732 ) Weighted-average escrow shares — (636 ) — (705 ) Weighted-average common shares outstanding used to compute net loss per share 48,783 46,341 48,559 45,502 Basic and diluted net loss per share $ (0.24 ) $ (0.06 ) $ (0.56 ) $ (0.01 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average 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: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (in thousands) Options to purchase common stock 88 1,317 137 1,519 Unvested restricted stock awards 367 756 295 685 Unvested restricted stock units 585 930 623 913 ESPP 44 26 52 22 Shares held in escrow — 635 — 699 Total shares excluded from net loss per share 1,084 3,664 1,107 3,838 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets 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 June 30, 2017 : Total Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 29,159 $ 23,662 $ 5,497 $ — Corporate debt securities $ 22,356 $ — $ 22,356 $ — U.S. Treasury, government and agency debt securities $ 5,009 $ 5,009 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2016 : Total Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 15,776 $ 7,781 $ 7,995 $ — Corporate debt securities $ 17,314 $ — $ 17,314 $ — U.S. Treasury, government and agency debt securities $ 23,236 $ 23,236 $ — $ — |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Investments in Marketable Securities | Investments in marketable securities as of December 31, 2016 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale — short-term: U.S. Treasury, government and agency debt securities $ 23,237 $ 1 $ (2 ) $ 23,236 Corporate debt securities 17,314 — — 17,314 Total $ 40,551 $ 1 $ (2 ) $ 40,550 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses included the following: June 30, 2017 December 31, 2016 (in thousands) Accounts payable—seller $ 156,812 $ 197,261 Accounts payable—trade 8,318 7,930 Accrued employee-related payables 8,901 9,712 Total $ 174,031 $ 214,903 |
Schedule of Restricted Cash and Cash Equivalents | Cash, cash equivalents and restricted cash included in the cash flow is as follows: June 30, 2017 June 30, 2016 (in thousands) Cash and cash equivalents $ 165,241 $ 147,188 Restricted cash (included in "prepaid expenses and other current assets") 77 77 Total cash, cash equivalents, and restricted cash $ 165,318 $ 147,265 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Details of the Company’s intangible assets was as follows: June 30, 2017 December 31, 2016 (in thousands) Amortizable intangible assets: Developed technology $ 12,058 $ 13,418 Customer relationships 2,880 3,330 Non-compete agreements — 4,990 Total identifiable intangible assets, gross 14,938 21,738 Accumulated amortization— intangible assets: Developed technology (7,618 ) (7,652 ) Customer relationships (2,880 ) (2,837 ) Non-compete agreements — (4,445 ) Total accumulated amortization—intangible assets (10,498 ) (14,934 ) Total identifiable intangible assets, net $ 4,440 $ 6,804 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of June 30, 2017 : Fiscal Year Amount (in thousands) Remaining 2017 938 2018 1,862 2019 1,640 Total $ 4,440 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2016 3,861 $ 11.16 Granted 991 $ 5.81 Exercised (99 ) $ 3.87 Expired (254 ) $ 12.58 Forfeited (122 ) $ 13.26 Outstanding at June 30, 2017 4,377 $ 9.97 5.52 years $ 366 Exercisable at June 30, 2017 2,855 $ 10.57 4.01 years $ 366 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Expected term (in years) 5.7 5.8 6.0 5.9 Risk-free interest rate 1.87 % 1.39 % 2.10 % 1.43 % Expected volatility 55 % 55 % 55 % 48 % Dividend yield — % — % — % — % |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2016 1,113 $ 14.07 Granted — $ — Canceled (166 ) $ 12.65 Vested (251 ) $ 15.36 Nonvested shares of restricted stock outstanding at June 30, 2017 696 $ 13.94 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested restricted stock units outstanding at December 31, 2016 2,903 $ 13.63 Granted 2,616 $ 5.98 Canceled (635 ) $ 11.88 Vested (696 ) $ 14.08 Nonvested restricted stock units outstanding at June 30, 2017 4,188 $ 9.00 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs for all Plans | Total stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows: Three Months Ended Six Months Ended June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 (in thousands) Cost of revenue $ 96 $ 108 $ 180 $ 170 Sales and marketing 974 2,543 2,409 4,657 Technology and development 981 1,800 2,056 3,174 General and administrative 2,628 2,675 5,337 7,516 Restructuring and other exit costs 624 — 1,560 — Total stock-based compensation expense $ 5,303 $ 7,126 $ 11,542 $ 15,517 |
Restructuring and Other Exit 25
Restructuring and Other Exit Costs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Other Exit Costs | The following table summarizes the accrued restructuring liability related to this plan, which is recorded in "Accounts payable and accrued expenses" on the consolidated balance sheet: Amount (in thousands) Accrued restructuring and other exit costs at December 31, 2016 $ 801 Restructuring and other exit costs (1) 5,959 Cash paid for restructuring and other exit costs (4,165 ) Non-cash stock based compensation for restructuring and other exit costs (1,560 ) Accrued restructuring and other exit costs at June 30, 2017 $ 1,035 (1) Restructuring and other exit costs for the three and six months ended June 30, 2017 consisted of $1.5 million and $5.1 million in employee termination costs, respectively, and $0.1 million and $0.9 million in facility closing costs, respectively. |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Basic and Diluted EPS: | ||||
Net loss attributable to common stockholders | $ (11,555) | $ (27,395) | $ (393) | |
Weighted-average common shares outstanding | 49,666 | 48,740 | 49,557 | 47,939 |
Weighted-average unvested restricted shares | (883) | (1,763) | (998) | (1,732) |
Weighted-average escrow shares | 0 | (636) | 0 | (705) |
Weighted-average common shares outstanding used to compute net loss per share | 48,783 | 46,341 | 48,559 | 45,502 |
Net Income (Loss) Per Share (Na
Net Income (Loss) Per Share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share | 1,084 | 3,664 | 1,107 | 3,838 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share | 88 | 1,317 | 137 | 1,519 |
Unvested restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share | 367 | 756 | 295 | 685 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share | 585 | 930 | 623 | 913 |
ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share | 44 | 26 | 52 | 22 |
Shares held in escrow | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net loss per share | 0 | 635 | 0 | 699 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $ 29,159 | $ 15,776 |
Cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 23,662 | 7,781 |
Cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 5,497 | 7,995 |
Cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 22,356 | 17,314 |
Corporate debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Corporate debt securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 22,356 | 17,314 |
Corporate debt securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
U.S. Treasury, government and agency debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 5,009 | 23,236 |
U.S. Treasury, government and agency debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 5,009 | 23,236 |
U.S. Treasury, government and agency debt securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
U.S. Treasury, government and agency debt securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Cash equivalents | Recurring | ||
Class of Stock [Line Items] | ||
Available-for-sale Securities | $ 29,159 | $ 15,776 |
Other Balance Sheet Amounts (In
Other Balance Sheet Amounts (Investments in Marketable Securities) (Details) - Available-for-sale — short-term: - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 27,365 | $ 40,551 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (2) |
Fair Value | 27,365 | 40,550 |
U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 5,009 | 23,237 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | (2) |
Fair Value | 5,009 | 23,236 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 22,356 | 17,314 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 22,356 | $ 17,314 |
Other Balance Sheet Amounts (Na
Other Balance Sheet Amounts (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |||
Weighted remaining contractual maturity | 2 months 5 days | 3 months 5 days | |
Realized gains (losses) on available-for-sale securities | $ 0 | $ 0 | |
Unrealized holding gains (losses) reclassified out of AOCI into the statements of operations for the sale of AFS investments | $ 0 | $ 0 |
Other Balance Sheet Amounts (Ac
Other Balance Sheet Amounts (Accounts Payable and Accrued Expenses) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts payable—seller | $ 156,812 | $ 197,261 |
Accounts payable—trade | 8,318 | 7,930 |
Accrued employee-related payables | 8,901 | 9,712 |
Accounts payable and accrued expenses | $ 174,031 | $ 214,903 |
Other Balance Sheet Amounts - C
Other Balance Sheet Amounts - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Balance Sheet Related Disclosures [Abstract] | |||
Cash and cash equivalents | $ 165,241 | $ 149,423 | $ 147,188 |
Restricted cash (included in prepaid expenses and other current assets) | 77 | 77 | |
Total cash, cash equivalents, and restricted cash | $ 165,318 | $ 147,265 |
Intangible Assets (Finite-Lived
Intangible Assets (Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 24, 2015 | Jun. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets, gross | $ 21,738 | $ 14,938 | |
Total accumulated amortization—intangible assets | (14,934) | (10,498) | |
Total | 6,804 | 4,440 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets, gross | 13,418 | 12,058 | |
Total accumulated amortization—intangible assets | $ (7,652) | (7,618) | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year 9 months 18 days | ||
Amortizable intangible assets, gross | $ 3,330 | 2,880 | |
Total accumulated amortization—intangible assets | (2,837) | (2,880) | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable intangible assets, gross | 4,990 | 0 | |
Total accumulated amortization—intangible assets | $ (4,445) | $ 0 | |
Chango Inc [Member] | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years 9 months 18 days | ||
Minimum | Chango Inc [Member] | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year 3 months 18 days | 1 year 9 months 18 days | |
Maximum | Chango Inc [Member] | Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 2 years 9 months 18 days | 3 years 9 months 18 days |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | $ 0.8 | $ 2.4 | |
Nonrecurring | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset impairment | $ 23.5 |
Intangible Assets (Finite-Liv36
Intangible Assets (Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2,017 | $ 938 | |
2,018 | 1,862 | |
2,019 | 1,640 | |
Total | $ 4,440 | $ 6,804 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 6 Months Ended |
Jun. 30, 2017shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Vesting Period | 4 years |
Number of Shares Available for Grant | 5,356,354 |
Stock Option | |
Number of Shares | |
Award Vesting Rights, Percentage | 25.00% |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options Outstanding) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance | shares | 3,861 |
Granted | shares | 991 |
Exercised | shares | (99) |
Forfeited | shares | (122) |
Ending balance | shares | 4,377 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance | $ / shares | $ 11.16 |
Granted | $ / shares | 5.81 |
Exercised | $ / shares | $ 3.87 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | 254 |
Canceled | $ / shares | $ 13.26 |
Ending balance | $ / shares | $ 9.97 |
Outstanding | 5 years 6 months 7 days |
Outstanding, aggregate intrinsic value | $ | $ 366 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 12.58 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Exercisable (in shares) | shares | 2,855 |
Exercisable (in dollars per share) | $ / shares | $ 10.57 |
Exercisable | 4 years 4 days |
Exercisable, aggregate intrinsic value | $ | $ 366 |
Stock-Based Compensation (Sto39
Stock-Based Compensation (Stock Options Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Number of Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 400 | ||||
Unrecognized employee stock-based compensation | $ 5,200 | $ 5,200 | |||
Weighted average grant date fair value | $ 3.08 | ||||
Options outstanding | 4,377 | 4,377 | 3,861 | ||
Beginning balance | $ 11.16 | ||||
Vesting Period | 4 years | ||||
Stock-based compensation expense | $ 5,303 | $ 7,126 | $ 11,542 | $ 15,517 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3,100 | ||||
Stock Option | |||||
Number of Shares | |||||
Unrecognized employee stock-based compensation, period for recognition | 2 years 11 months 1 day |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - Stock Option | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Shares | ||||
Expected term (in years) | 5 years 8 months 12 days | 5 years 9 months 18 days | 6 years | 5 years 10 months 24 days |
Risk-free interest rate | 1.87% | 1.39% | 2.10% | 1.43% |
Expected volatility | 55.00% | 55.00% | 55.00% | 48.00% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Activity) (Details) - Restricted Stock Awards shares in Thousands | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Beginning balance | shares | 1,113 |
Granted | shares | 0 |
Canceled | shares | (166) |
Vested | shares | (251) |
Ending balance | shares | 696 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 14.07 |
Granted (in dollars per share) | $ / shares | 0 |
Canceled (in dollars per share) | $ / shares | 12.65 |
Vested (in dollars per share) | $ / shares | 15.36 |
Ending balance (in dollars per share) | $ / shares | $ 13.94 |
Stock-Based Compensation (Res42
Stock-Based Compensation (Restricted Stock Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Shares | ||||
Vesting Period | 4 years | |||
Stock-based compensation expense | $ 5,303 | $ 7,126 | $ 11,542 | $ 15,517 |
Unvested restricted stock awards | ||||
Number of Shares | ||||
Granted | 0 | |||
Unrecognized employee stock-based compensation, period for recognition | 1 year 7 months 6 days | |||
Granted (in dollars per share) | $ 0 | |||
Unvested restricted stock awards | Vesting, Requisite Service Conditions [Member] | ||||
Number of Shares | ||||
Unrecognized employee stock-based compensation | $ 3,500 | $ 3,500 | ||
Fair value of restricted stock unit | $ 1,400 |
Stock-Based Compensation (Res43
Stock-Based Compensation (Restricted Stock Units Activity) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Granted | $ 5.81 |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Beginning balance | shares | 2,903 |
Granted | shares | 2,616 |
Canceled | shares | (635) |
Vested | shares | (696) |
Ending balance | shares | 4,188 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 13.63 |
Granted (in dollars per share) | 5.98 |
Canceled (in dollars per share) | 11.88 |
Vested (in dollars per share) | 14.08 |
Ending balance (in dollars per share) | $ 9 |
Stock-Based Compensation (Res44
Stock-Based Compensation (Restricted Stock Units Narrative) (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($)$ / shares | |
Unvested restricted stock awards | |
Number of Shares | |
Unrecognized employee stock-based compensation, period for recognition | 1 year 7 months 6 days |
Grant date fair value | $ / shares | $ 0 |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Unrecognized employee stock-based compensation | $ | $ 29.8 |
Grant date fair value | $ / shares | $ 5.98 |
Fair value of restricted stock unit | $ | $ 4 |
Intrinsic value of nonvested unit | $ | $ 21.5 |
Employee Service Share-Based Compensation, Non-Vested Restricted Stock Units, Compensation Cost Not Yet Recognized, Period for Recognition | 3 years 1 month 6 days |
Restricted Stock Units (RSUs) | Weighted Average Grant Date Value Per Share | |
Number of Shares | |
Grant date fair value | $ / shares | $ 5.98 |
Stock-Based Compensation (Emplo
Stock-Based Compensation (Employee Stock Purchase Plan Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Shares | ||||
Stock-based compensation expense | $ 5,303 | $ 7,126 | $ 11,542 | $ 15,517 |
2014 Employee Stock Purchase Plan | Employee Stock | ||||
Number of Shares | ||||
Maximum employee subscription rate | 10.00% | 10.00% | ||
Purchase price of common stock, percent | 85.00% | |||
Number of Shares Reserved | 1,569,188 | 1,569,188 |
(Employee Stock Purchase Plan U
(Employee Stock Purchase Plan Using the Black-Scholes Model) (Details) - Stock Option | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Shares | ||||
Expected term (in years) | 5 years 8 months 12 days | 5 years 9 months 18 days | 6 years | 5 years 10 months 24 days |
Risk-free interest rate (in percentage) | 1.87% | 1.39% | 2.10% | 1.43% |
Expected volatility (in percentage) | 55.00% | 55.00% | 55.00% | 48.00% |
Dividend yield (in percentage) | 0.00% | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,303 | $ 7,126 | $ 11,542 | $ 15,517 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 96 | 108 | 180 | 170 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 974 | 2,543 | 2,409 | 4,657 |
Technology and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 981 | 1,800 | 2,056 | 3,174 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,628 | 2,675 | 5,337 | 7,516 |
Restructuring and other exit costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 624 | $ 0 | $ 1,560 | $ 0 |
Restructuring and Other Exit 48
Restructuring and Other Exit Costs - Schedule of Restructuring and Other Exit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Accrued restructuring and other exit costs at December 31, 2016 | $ 801 | |||
Restructuring and other exit costs | $ 1,621 | $ 0 | 5,959 | $ 0 |
Cash paid for restructuring and other exit costs | (4,165) | |||
Non-cash stock based compensation for restructuring and other exit costs | (1,560) | |||
Accrued restructuring and other exit costs at June 30, 2017 | 1,035 | 1,035 | ||
Restructuring and other exit costs | ||||
Employee termination costs | 1,500 | 5,100 | ||
Facility closing costs | $ 100 | $ 900 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 146 | $ 4,904 | $ 521 | $ 576 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rental expense | $ 3 | $ 2.8 | $ 6.3 | $ 5.4 |
Rent expense for sublease rentals | 1.1 | $ 1.5 | 2.8 | $ 2.9 |
Purchase obligations | 0.9 | 0.9 | ||
Office Lease | Financial Standby Letter of Credit | ||||
Other Commitments [Line Items] | ||||
Letters of credit outstanding, amount | $ 2.9 | $ 2.9 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Jul. 14, 2017USD ($)shares |
Subsequent Event [Line Items] | |
Cash consideration paid | $ 38.5 |
Amount of cash consideration deposited into an escrow account | $ 3.4 |
Equity interest issued, number of shares | shares | 174,117 |