Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 28, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RUBICON PROJECT, INC. | |
Entity Central Index Key | 1595974 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,559,280 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $120,336 | $97,196 |
Accounts receivable, net | 120,723 | 133,267 |
Prepaid expenses and other current assets | 5,416 | 7,514 |
TOTAL CURRENT ASSETS | 246,475 | 237,977 |
Property and equipment, net | 14,061 | 15,196 |
Internal use software development costs, net | 12,357 | 11,501 |
Goodwill | 16,290 | 16,290 |
Intangible assets, net | 13,071 | 14,090 |
Other assets, non-current | 600 | 1,427 |
TOTAL ASSETS | 302,854 | 296,481 |
Current liabilities: | ||
Accounts payable and accrued expenses | 153,680 | 151,021 |
Debt and capital lease obligations, current portion | 53 | 105 |
Other current liabilities | 2,680 | 3,276 |
TOTAL CURRENT LIABILITIES | 156,413 | 154,402 |
Other liabilities, non-current | 1,496 | 1,879 |
Contingent consideration liability | 11,586 | 11,448 |
TOTAL LIABILITIES | 169,495 | 167,729 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at March 31, 2015 and December 31, 2014; 0 shares issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at March 31, 2015 and December 31, 2014; 37,924 and 37,192 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 0 | 0 |
Additional paid-in capital | 219,173 | 209,472 |
Accumulated other comprehensive loss | -71 | -8 |
Accumulated deficit | -85,743 | -80,712 |
TOTAL STOCKHOLDERS’ EQUITY | 133,359 | 128,752 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $302,854 | $296,481 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, par or stated value per share | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 37,924,000 | 37,192,000 |
Common stock, shares, outstanding | 37,924,000 | 37,192,000 |
Preferred Stock | ||
Preferred stock, par or stated value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $37,178 | $23,015 |
Expenses: | ||
Cost of revenue | 6,561 | 4,460 |
Sales and marketing | 15,049 | 9,027 |
Technology and development | 8,414 | 4,677 |
General and administrative | 14,279 | 11,320 |
Total expenses | 44,303 | 29,484 |
Loss from operations | -7,125 | -6,469 |
Other (income) expense: | ||
Interest expense, net | 12 | 57 |
Change in fair value of preferred stock warrant liabilities | 0 | -1,010 |
Foreign exchange (gain) loss, net | -2,190 | 548 |
Total other (income) expense, net | -2,178 | -405 |
Loss before income taxes | -4,947 | -6,064 |
Provision for income taxes | 84 | 50 |
Net loss | -5,031 | -6,114 |
Cumulative preferred stock dividends | 0 | -1,046 |
Net loss attributable to common stockholders | ($5,031) | ($7,160) |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | ($0.14) | ($0.59) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (in shares) | 35,758 | 12,215 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($5,031) | ($6,114) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | -63 | 15 |
Comprehensive loss | ($5,094) | ($6,099) |
Consolidated_Statement_of_Conv
Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | |
Beginning Balance at Dec. 31, 2014 | $128,752 | $209,472 | ($8) | ($80,712) | |
Beginning Balance (in shares) at Dec. 31, 2014 | 37,192,000 | 37,192,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 763,000 | ||||
Exercise of common stock options | 4,031 | 4,031 | |||
Restricted stock awards (in shares) | -31,000 | ||||
Stock-based compensation | 5,670 | 5,670 | |||
Foreign exchange translation adjustment | -63 | -63 | |||
Net loss | -5,031 | -5,031 | |||
Ending Balance at Mar. 31, 2015 | $133,359 | $219,173 | ($71) | ($85,743) | |
Ending Balance (in shares) at Mar. 31, 2015 | 37,924,000 | 37,924,000 |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
OPERATING ACTIVITIES: | ||
Net loss | ($5,031) | ($6,114) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,390 | 2,375 |
Stock-based compensation | 5,498 | 2,478 |
Loss on disposal of property and equipment, net | 28 | 24 |
Change in fair value of preferred stock warrant liabilities | 0 | -1,010 |
Change in fair value of contingent consideration | 138 | 0 |
Unrealized foreign currency (gain) loss | -1,054 | 189 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,227 | 20,140 |
Prepaid expenses and other assets | 1,471 | -580 |
Accounts payable and accrued expenses | 5,564 | -17,858 |
Other liabilities | -795 | -1,453 |
Net cash provided by (used in) operating activities | 22,436 | -1,809 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | -2,259 | -1,127 |
Capitalized internal use software development costs | -2,116 | -1,995 |
Change in restricted cash | 1,252 | 50 |
Net cash used in investing activities | -3,123 | -3,072 |
FINANCING ACTIVITIES: | ||
Payments of initial public offering costs | 0 | -1,473 |
Proceeds from exercise of stock options | 4,031 | 944 |
Repayment of debt and capital lease obligations | -52 | -135 |
Net cash provided by (used in) financing activities | 3,979 | -664 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | -152 | 53 |
CHANGE IN CASH AND CASH EQUIVALENTS | 23,140 | -5,492 |
CASH AND CASH EQUIVALENTS--Beginning of period | 97,196 | 29,956 |
CASH AND CASH EQUIVALENTS--End of period | 120,336 | 24,464 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Capitalized assets financed by accounts payable and accrued expenses | 448 | 711 |
Capitalized stock-based compensation | 172 | 107 |
Deferred offering costs included in accounts payable and accrued expenses | $0 | $1,161 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation 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 is a technology company with a mission to automate the buying and selling of advertising. The Company offers a highly scalable platform that creates and powers a marketplace for trading digital advertising between buyers and sellers. | |
The Company delivers value to buyers and sellers of digital advertising through the Company’s proprietary advertising automation solution, which provides critical functionality to both buyers and sellers. The advertising automation solution consists of applications for sellers, including providers of websites, applications and other digital media properties, to sell their advertising inventory; applications for buyers, including 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 advertising marketplace that brings buyers and sellers together and facilitates intelligent decision-making and automated transaction execution for the advertising inventory managed on the Company’s platform. | |
Basis of Presentation and Summary of Significant Accounting Policies | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and 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 three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, for any future interim period or for any future year. | |
The condensed consolidated balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in its 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, 2014 included in its Annual Report on Form 10-K. | |
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 requires an entity to recognize the amount of revenue it expects to earn from the transfer of promised goods or services to customers. The new accounting guidance will replace most existing GAAP revenue recognition guidance when it becomes effective. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. The guidance permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of this guidance on its ongoing financial reporting. | |
In April 2015, the FASB issued new accounting guidance that simplified the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The new guidance is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. |
Net_Loss_Per_Share_Attributabl
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders | ||||||||
The following table presents the basic and diluted net loss per share attributable to common stockholders: | |||||||||
Three Months Ended | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
(In thousands, except per share data) | |||||||||
Net loss attributable to common stockholders | $ | (5,031 | ) | $ | (7,160 | ) | |||
Weighted-average common shares outstanding | 37,473 | 12,655 | |||||||
Weighted-average unvested restricted shares | (1,715 | ) | (440 | ) | |||||
Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders | 35,758 | 12,215 | |||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.14 | ) | $ | (0.59 | ) | |||
The following shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
(in thousands) | |||||||||
Options to purchase common stock | 7,348 | 7,985 | |||||||
Unvested restricted stock awards | 1,691 | 2,200 | |||||||
Unvested restricted stock units | 950 | — | |||||||
Shares held in escrow | 125 | — | |||||||
Conversion of convertible preferred stock | — | 14,410 | |||||||
Conversion of preferred stock warrants | — | 436 | |||||||
Total shares excluded from net loss per share attributable to common stockholders | 10,114 | 25,031 | |||||||
In addition to the above anti-dilutive shares, shares contingently issuable if certain milestones are achieved on December 31, 2015 related to a business combination that occurred during the year ended December 31, 2014 have been excluded from the calculation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2015. The contingently issuable shares may be worth up to $12.0 million of common stock if certain performance milestones are achieved on December 31, 2015. The number of shares to be issued is based on the average closing price of the Company's common stock for the ten consecutive trading days ending on (and including) the last trading day of 2015. | |||||||||
For the three months ended March 31, 2014, the Company increased net loss by $1.0 million for cumulative preferred stock dividends in determining its net loss attributable to common stockholders. Upon the completion of the Company’s IPO in April 2014, all of the preferred stock converted to common stock and accordingly, after the IPO the Company was no longer required to increase its net loss for preferred stock dividends in determining its net loss attributable to common stockholders. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 March 31, 2015: | ||||||||||||||||
31-Mar-15 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Cash equivalents | $ | 55,971 | $ | 55,971 | $ | — | $ | — | ||||||||
Contingent consideration liability | $ | 11,586 | $ | — | $ | — | $ | 11,586 | ||||||||
The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2014: | ||||||||||||||||
31-Dec-14 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Cash equivalents | $ | 55,963 | $ | 55,963 | $ | — | $ | — | ||||||||
Contingent consideration liability | $ | 11,448 | $ | — | $ | — | $ | 11,448 | ||||||||
At March 31, 2015, cash equivalents of $56.0 million consisted of money market funds with original maturities of three months or less. | ||||||||||||||||
The Company classifies the contingent consideration liability, which was incurred in connection with the acquisition of iSocket, Inc., within Level 3 as factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The Company estimates the fair value of the contingent consideration liability by discounting the present value of probability-weighted future payout related to the contingent earn-out criteria using an estimate of the Company's incremental borrowing rate. At the acquisition date and at March 31, 2015, the Company considered it highly likely that the earn-out criteria would be met. For the three months ended March 31, 2015, the Company recognized $0.1 million relating to the change in fair value of the contingent consideration liability, which was recorded in general and administrative expenses. The contingent consideration liability is payable in shares and the number of shares to be issued is based on the average closing price of the Company's common stock for the ten consecutive trading days ending on (and including) the last trading day of 2015. | ||||||||||||||||
The Company’s preferred stock warrants are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of preferred stock warrants are summarized below: | ||||||||||||||||
Three Month Roll Forward | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | |||||||||||||||
(in thousands) | ||||||||||||||||
Beginning balance | $ | — | $ | 5,451 | ||||||||||||
Change in value of preferred stock warrants recorded in other expense, net | — | (1,010 | ) | |||||||||||||
Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant | — | — | ||||||||||||||
Ending balance | $ | — | $ | 4,441 | ||||||||||||
The Company’s contingent consideration liability is recorded at fair value and was determined to be a Level 3 fair value item. The changes in the fair value of the contingent consideration liability are summarized below: | ||||||||||||||||
Three Month Roll Forward | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | |||||||||||||||
(in thousands) | ||||||||||||||||
Beginning balance | $ | 11,448 | $ | — | ||||||||||||
Change in value of contingent consideration liability recorded in general and administrative expense | 138 | — | ||||||||||||||
Ending balance | $ | 11,586 | $ | — | ||||||||||||
Other_Balance_Sheet_Amounts
Other Balance Sheet Amounts | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Expenses | Other Balance Sheet Amounts | |||||||
The Company holds restricted cash required to fulfill its payment obligations if the Company defaults under a software license agreement and certain building leases. At March 31, 2015 and December 31, 2014, restricted cash included in prepaid expenses and other current assets was $21,000 and $0.4 million, respectively. At March 31, 2015 and December 31, 2014, restricted cash included in other assets, non-current was $0.1 million and $1.0 million, respectively. | ||||||||
Accounts payable and accrued expenses included the following: | ||||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Accounts payable—seller | $ | 140,051 | $ | 138,366 | ||||
Accounts payable—trade | 5,436 | 5,350 | ||||||
Accrued employee-related payables | 8,193 | 7,305 | ||||||
$ | 153,680 | $ | 151,021 | |||||
At March 31, 2015 and December 31, 2014, accounts payable—seller are recorded net of $0.8 million and $0.7 million, respectively, due from sellers for services provided by the Company to sellers, where the Company has the right of offset. |
Business_Combinations
Business Combinations | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Combinations | Business Combinations | ||||
On October 20, 2014, the Company completed the acquisition of all the issued and outstanding shares of Shiny, Inc., or Shiny, a Toronto, Canada based technology company focused on providing an end-to-end automated direct advertising platform for digital buyers of all sizes. | |||||
On November 17, 2014, the Company completed the acquisition of all the issued and outstanding shares of iSocket, Inc., or iSocket, a San Francisco, California based technology company focused on automating the direct buying and selling of premium, guaranteed ad inventory. | |||||
The following table provides unaudited pro forma information as if Shiny and iSocket had been acquired as of January 1, 2014. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed. The pro forma results do not include any anticipated cost synergies or other effects of the integration of Shiny and iSocket or recognition of compensation expense relating to the earn-out. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
(in thousands) | |||||
Pro forma revenues | $ | 23,139 | |||
Pro forma net loss | $ | (11,970 | ) |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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. Options, restricted stock, and restricted stock units granted under the plans accelerate under certain circumstances on a change in control, as defined therein. An aggregate of 3,812,398 shares remained available for issuance at March 31, 2015 under the plans. | |||||||||||||
Stock Options | |||||||||||||
A summary of stock option activity for the three months ended March 31, 2015 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, 2014 | 8,113 | $ | 8.05 | ||||||||||
Granted | 130 | $ | 17.32 | ||||||||||
Exercised | (773 | ) | $ | 5.43 | |||||||||
Canceled | (122 | ) | $ | 9.61 | |||||||||
Outstanding at March 31, 2015 | 7,348 | $ | 8.47 | 7.73 years | $ | 69,454 | |||||||
Vested and expected to vest March 31, 2015 | 6,818 | $ | 8.27 | 7.66 years | $ | 65,803 | |||||||
Exercisable at March 31, 2015 | 3,676 | $ | 6.31 | 6.91 years | $ | 42,665 | |||||||
The weighted-average grant date per share fair value of stock options granted in the three months ended March 31, 2015 was $7.89. | |||||||||||||
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 | |||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||
Expected term (in years) | 6 | 6 | |||||||||||
Risk-free interest rate | 1.74 | % | 1.75 | % | |||||||||
Expected volatility | 46 | % | 54 | % | |||||||||
Dividend yield | — | % | — | % | |||||||||
Restricted Stock | |||||||||||||
A summary of restricted stock activity for the three months ended March 31, 2015 is as follows: | |||||||||||||
Number of Shares | |||||||||||||
(in thousands) | |||||||||||||
Nonvested shares of restricted stock outstanding at December 31, 2014 | 1,750 | ||||||||||||
Granted | — | ||||||||||||
Canceled | (31 | ) | |||||||||||
Vested | (28 | ) | |||||||||||
Nonvested shares of restricted stock outstanding at March 31, 2015 | 1,691 | ||||||||||||
Restricted Stock Units | |||||||||||||
A summary of restricted stock unit activity for the three months ended March 31, 2015 is as follows: | |||||||||||||
Number of Shares | |||||||||||||
(in thousands) | |||||||||||||
Nonvested shares of restricted stock units outstanding at December 31, 2014 | 845 | ||||||||||||
Granted | 120 | ||||||||||||
Canceled | (15 | ) | |||||||||||
Vested | — | ||||||||||||
Nonvested shares of restricted stock units outstanding at March 31, 2015 | 950 | ||||||||||||
The weighted-average grant date value per share of restricted stock units granted in the three months ended March 31, 2015 was $17.17. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
In November 2013, the Company's board of directors adopted the Company's 2014 Employee Stock Purchase Plan (the "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 are able 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 day of the offering period. The first offering period commenced in November 2014 and ends in May 2015. | |||||||||||||
The Company has reserved 896,927 shares of its common stock for issuance under the ESPP and shares reserved for issuance will increase on January 1st of each year by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on the December 31st immediately prior to the date of increase or (ii) such number of shares as may be determined by the board of directors. The Company estimated the total grant date fair value of the ESPP awards for the first offering period ending in May 2015 of $0.3 million, using a Black-Scholes model with the following assumptions: term of 6 months corresponding with the offering period; volatility of 54% based on the Company's historical volatility for a six month period; no dividend yield; and risk-free interest rate of 0.07%. Compensation costs are recognized on a straight-line basis over the offering period. | |||||||||||||
Stock-Based Compensation Expense | |||||||||||||
Total stock-based compensation expense recorded in the consolidated statements of operations was as follows: | |||||||||||||
Three Months Ended | |||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||
(in thousands) | |||||||||||||
Cost of revenue | $ | 42 | $ | 31 | |||||||||
Sales and marketing | 1,125 | 577 | |||||||||||
Technology and development | 790 | 303 | |||||||||||
General and administrative | 3,541 | 1,567 | |||||||||||
Total stock-based compensation | $ | 5,498 | $ | 2,478 | |||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
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 an income tax provision of $84,000 and $50,000 for the three months ended March 31, 2015 and 2014, respectively. | |
There were no material changes to the Company’s unrecognized tax benefits in the three months ended March 31, 2015, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Because of the Company’s history of tax losses, all years remain open to tax audit. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Operating Leases | |
The Company has commitments under non-cancelable operating leases for facilities and certain equipment, and its managed data center facilities. Total rent expense was $1.0 million and $1.4 million for the three months ended March 31, 2015 and 2014, respectively. | |
During the three months ended March 31, 2015, the Company entered into new operating leases. Future non-cancelable minimum commitments as of March 31, 2015 relating to these operating leases totaling $0.3 million are due through April 2016. During the three months ended March 31, 2015, in connection with office leases, the Company entered into irrevocable letters of credit in the amount of $0.2 million. | |
Guarantees and Indemnification | |
The Company’s agreements with sellers, buyers, and other third parties typically obligate it to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements. | |
Litigation | |
The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company’s status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of March 31, 2015. However, based on management’s knowledge as of March 31, 2015, management believes that the final resolution of these matters, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. | |
Employment Contracts | |
The Company has entered into severance agreements with certain employees and officers. The Company may be required to pay severance and accelerate the vesting of certain equity awards in the event of involuntary terminations. | |
Other Contracts | |
The Company is party to an engagement letter with an investment bank entered into in 2009 and amended in 2012. Pursuant to the engagement letter, the investment bank provided and may continue to provide strategic and consulting advice to the Company. The engagement letter also provides that, in case of a merger, tender offer, stock purchase, or other transaction resulting in the acquisition of the Company by another entity or the transfer of ownership or control of the Company or substantially all of its assets to another entity (a “Change in Control Transaction”) that is consummated before December 7, 2016 or pursuant to a definitive agreement entered into before that date, (i) the investment bank will provide investment banking services in connection with a Change in Control Transaction, if requested by the Company, and (ii) the Company will pay to the investment bank a fee equal to 2.5% of the total consideration paid or payable to the Company or its stockholders in the Change in Control Transaction, whether or not the Company requests such investment banking services. The investment bank was not entitled to participate in and did not receive any fee in connection with the Company's IPO. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
On April 24, 2015, the Company completed the acquisition of all the issued and outstanding shares of Chango Inc., or Chango, a Toronto, Canada based intent marketing technology company. This acquisition will help expand the Company's premium advertising marketplace with intent marketing technology. The purchase consideration for the acquisition included 4,191,878 shares of the Company's common stock, with a fair value of approximately $72.5 million, based on the Company's common stock price as reported on the NYSE on the acquisition date. 639,318 of the 4,191,878 shares of the Company's common stock were placed in escrow to secure post-closing indemnification obligations of the sellers and any shares remaining in escrow after satisfaction of any resolved indemnity claims, less any shares withheld to satisfy pending claims, will be released from escrow on April 24, 2016. The Company also used approximately $9.1 million of cash to repay Chango's outstanding debt and pay Chango's unpaid transaction expenses. In addition to the shares issued at closing, the purchase consideration also included contingent consideration of up to approximately $20.6 million worth of the Company's common stock based upon Chango's performance against certain agreed-upon operating objectives for the year ending December 31, 2015. A portion of the shares equivalent to approximately $2.4 million of the contingent consideration, or 126,098 shares of the Company's stock based on the common stock issuance price as part of the purchase agreement were issued and placed in escrow. The remaining number of shares to be issued in connection with the contingent consideration is based on the average closing price of the Company's common stock for the 25 consecutive trading days ending on (and including) the last trading day of 2015. In addition the Company also issued 106,553 shares of the Company's common stock on the date of the acquisition, which were placed in escrow, related to employee future service requirements. As part of the acquisition, existing stock options to purchase common stock of Chango, were exchanged for options to purchase the Company's common stock. The Company also plans to issue new employment-based restricted stock units to Chango employees. | |
The Company is currently evaluating the allocation of the purchase price to the acquired assets and assumed liabilities. It is not practicable to disclose the preliminary purchase price allocation or the unaudited combined financial information given the short period of time between the acquisition and the issuance of these unaudited interim condensed consolidated financial statements. | |
Subsequent to March 31, 2015, the Company entered into new operating leases for office facilities. Future non-cancelable minimum commitments relating to the operating leases totaling $2.2 million are due from March 2015 to March 2020. Subsequent to March 31, 2015, in connection with office leases, the Company entered into irrevocable letters of credit in the amount of $0.2 million. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
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. |
Net_Loss_Per_Share_Attributabl1
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 | |||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
(In thousands, except per share data) | |||||||||
Net loss attributable to common stockholders | $ | (5,031 | ) | $ | (7,160 | ) | |||
Weighted-average common shares outstanding | 37,473 | 12,655 | |||||||
Weighted-average unvested restricted shares | (1,715 | ) | (440 | ) | |||||
Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders | 35,758 | 12,215 | |||||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.14 | ) | $ | (0.59 | ) | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: | ||||||||
31-Mar-15 | 31-Mar-14 | ||||||||
(in thousands) | |||||||||
Options to purchase common stock | 7,348 | 7,985 | |||||||
Unvested restricted stock awards | 1,691 | 2,200 | |||||||
Unvested restricted stock units | 950 | — | |||||||
Shares held in escrow | 125 | — | |||||||
Conversion of convertible preferred stock | — | 14,410 | |||||||
Conversion of preferred stock warrants | — | 436 | |||||||
Total shares excluded from net loss per share attributable to common stockholders | 10,114 | 25,031 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
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 March 31, 2015: | |||||||||||||||
31-Mar-15 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Cash equivalents | $ | 55,971 | $ | 55,971 | $ | — | $ | — | ||||||||
Contingent consideration liability | $ | 11,586 | $ | — | $ | — | $ | 11,586 | ||||||||
The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2014: | ||||||||||||||||
31-Dec-14 | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Quoted Prices in | Significant Other | Significant | ||||||||||||||
Active Markets for | Observable | Unobservable | ||||||||||||||
Identical Assets | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
(in thousands) | ||||||||||||||||
Cash equivalents | $ | 55,963 | $ | 55,963 | $ | — | $ | — | ||||||||
Contingent consideration liability | $ | 11,448 | $ | — | $ | — | $ | 11,448 | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The Company’s preferred stock warrants are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of preferred stock warrants are summarized below: | |||||||||||||||
Three Month Roll Forward | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | |||||||||||||||
(in thousands) | ||||||||||||||||
Beginning balance | $ | — | $ | 5,451 | ||||||||||||
Change in value of preferred stock warrants recorded in other expense, net | — | (1,010 | ) | |||||||||||||
Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant | — | — | ||||||||||||||
Ending balance | $ | — | $ | 4,441 | ||||||||||||
The Company’s contingent consideration liability is recorded at fair value and was determined to be a Level 3 fair value item. The changes in the fair value of the contingent consideration liability are summarized below: | ||||||||||||||||
Three Month Roll Forward | ||||||||||||||||
31-Mar-15 | 31-Mar-14 | |||||||||||||||
(in thousands) | ||||||||||||||||
Beginning balance | $ | 11,448 | $ | — | ||||||||||||
Change in value of contingent consideration liability recorded in general and administrative expense | 138 | — | ||||||||||||||
Ending balance | $ | 11,586 | $ | — | ||||||||||||
Other_Balance_Sheet_Amounts_Ta
Other Balance Sheet Amounts (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses included the following: | |||||||
31-Mar-15 | 31-Dec-14 | |||||||
(in thousands) | ||||||||
Accounts payable—seller | $ | 140,051 | $ | 138,366 | ||||
Accounts payable—trade | 5,436 | 5,350 | ||||||
Accrued employee-related payables | 8,193 | 7,305 | ||||||
$ | 153,680 | $ | 151,021 | |||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Acquisition, Pro Forma Information | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
(in thousands) | |||||
Pro forma revenues | $ | 23,139 | |||
Pro forma net loss | $ | (11,970 | ) |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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 three months ended March 31, 2015 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, 2014 | 8,113 | $ | 8.05 | ||||||||||
Granted | 130 | $ | 17.32 | ||||||||||
Exercised | (773 | ) | $ | 5.43 | |||||||||
Canceled | (122 | ) | $ | 9.61 | |||||||||
Outstanding at March 31, 2015 | 7,348 | $ | 8.47 | 7.73 years | $ | 69,454 | |||||||
Vested and expected to vest March 31, 2015 | 6,818 | $ | 8.27 | 7.66 years | $ | 65,803 | |||||||
Exercisable at March 31, 2015 | 3,676 | $ | 6.31 | 6.91 years | $ | 42,665 | |||||||
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 | |||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||
Expected term (in years) | 6 | 6 | |||||||||||
Risk-free interest rate | 1.74 | % | 1.75 | % | |||||||||
Expected volatility | 46 | % | 54 | % | |||||||||
Dividend yield | — | % | — | % | |||||||||
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the three months ended March 31, 2015 is as follows: | ||||||||||||
Number of Shares | |||||||||||||
(in thousands) | |||||||||||||
Nonvested shares of restricted stock outstanding at December 31, 2014 | 1,750 | ||||||||||||
Granted | — | ||||||||||||
Canceled | (31 | ) | |||||||||||
Vested | (28 | ) | |||||||||||
Nonvested shares of restricted stock outstanding at March 31, 2015 | 1,691 | ||||||||||||
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the three months ended March 31, 2015 is as follows: | ||||||||||||
Number of Shares | |||||||||||||
(in thousands) | |||||||||||||
Nonvested shares of restricted stock units outstanding at December 31, 2014 | 845 | ||||||||||||
Granted | 120 | ||||||||||||
Canceled | (15 | ) | |||||||||||
Vested | — | ||||||||||||
Nonvested shares of restricted stock units outstanding at March 31, 2015 | 950 | ||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | Total stock-based compensation expense recorded in the consolidated statements of operations was as follows: | ||||||||||||
Three Months Ended | |||||||||||||
March 31, 2015 | March 31, 2014 | ||||||||||||
(in thousands) | |||||||||||||
Cost of revenue | $ | 42 | $ | 31 | |||||||||
Sales and marketing | 1,125 | 577 | |||||||||||
Technology and development | 790 | 303 | |||||||||||
General and administrative | 3,541 | 1,567 | |||||||||||
Total stock-based compensation | $ | 5,498 | $ | 2,478 | |||||||||
Net_Loss_Per_Share_Attributabl2
Net Loss Per Share Attributable to Common Stockholders (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | ($5,031) | ($7,160) |
Weighted-average common shares outstanding (in shares) | 37,473 | 12,655 |
Weighted-average unvested restricted shares (in shares) | -1,715 | -440 |
Weighted-average common shares outstanding attributable to common stockholders (in shares) | 35,758 | 12,215 |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | ($0.14) | ($0.59) |
Net_Loss_Per_Share_Attributabl3
Net Loss Per Share Attributable to Common Stockholders (Anti-Dilutive) (Details) (USD $) | 3 Months Ended | ||
In Millions, except Share data in Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Nov. 17, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 10,114 | 25,031 | |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 7,348 | 7,985 | |
Unvested restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 1,691 | 2,200 | |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 950 | 0 | |
Shares held in escrow | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 125 | 0 | |
Conversion of convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 0 | 14,410 | |
Conversion of preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net loss per share attributable to common stockholders | 0 | 436 | |
iSocket, Inc [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $12 |
Net_Loss_Per_Share_Attributabl4
Net Loss Per Share Attributable to Common Stockholders (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Earnings Per Share [Abstract] | ||
Cumulative preferred stock dividends | $0 | ($1,046) |
Fair_Value_Measurements_Financ
Fair Value Measurements (Financial Instruments) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability | $11,586 | $11,448 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 55,971 | 55,963 | ||
Contingent consideration liability | 11,586 | 11,448 | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 55,971 | 55,963 | ||
Contingent consideration liability | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 0 | 0 | ||
Contingent consideration liability | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 0 | 0 | ||
Contingent consideration liability | $11,586 | $11,448 |
Fair_Value_Measurements_Change
Fair Value Measurements (Change in Fair Value) (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration liability | $11,586 | $11,448 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 138 | 0 | ||
Conversion of preferred stock warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 0 | 5,451 | ||
Change in value of preferred stock warrants recorded in other expense, net | 0 | -1,010 | ||
Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant | 0 | 0 | ||
Ending balance | 0 | 4,441 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration liability | $11,586 | $0 | $11,448 | $0 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||||
Contingent consideration liability | $11,586,000 | $11,448,000 | ||
Change in fair value of contingent consideration | 138,000 | 0 | ||
Change in fair value of preferred stock warrant liabilities | 0 | -1,010,000 | ||
Fair Value, Measurements, Recurring | ||||
Class of Stock [Line Items] | ||||
Cash equivalents | 55,971,000 | 55,963,000 | ||
Contingent consideration liability | 11,586,000 | 0 | 11,448,000 | 0 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Class of Stock [Line Items] | ||||
Cash equivalents | 55,971,000 | 55,963,000 | ||
Contingent consideration liability | 0 | 0 | ||
Fair Value, Measurements, Nonrecurring | ||||
Class of Stock [Line Items] | ||||
Asset impairment charges | $0 | $0 |
Accounts_Payable_and_Accrued_E
(Accounts Payable and Accrued Expenses) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accounts payable—seller | $140,051 | $138,366 |
Accounts payable—trade | 5,436 | 5,350 |
Accrued employee-related payables | 8,193 | 7,305 |
Accounts payable and accrued expenses | $153,680 | $151,021 |
Other_Balance_Sheet_Amounts_Na
Other Balance Sheet Amounts (Narrative) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Accounts Payable, Right to Offset, Current | $0.80 | $0.70 |
Other Noncurrent Assets [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Noncurrent | 0.1 | 1 |
Prepaid Expenses and Other Current Assets [Member] | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $0 | $0.40 |
Business_Combinations_Pro_form
Business Combinations Pro forma information (Details) (iSocket, Inc and Shiny Inc, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
iSocket, Inc and Shiny Inc | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Revenue | $23,139 |
Business Acquisition, Pro Forma Net Income (Loss) | ($11,970) |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting Period | 4 years |
Award Vesting Rights, Percentage | 25.00% |
Number of Shares Available for Grant | 3,812,398 |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Options Outstanding) (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance | 8,113 |
Granted | 130 |
Exercised | -773 |
Canceled | -122 |
Ending balance | 7,348 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance | $8.05 |
Granted | $17.32 |
Exercised | $5.43 |
Canceled | $9.61 |
Ending balance | $8.47 |
Outstanding | 7 years 8 months 22 days |
Outstanding, aggregate intrinsic value | $69,454 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |
Vested and expected to vest (in shares) | 6,818 |
Vested and expected to vest (in dollars per share) | $8.27 |
Vested and expected to vest | 7 years 7 months 28 days |
Vested and expected to vest, aggregate intrinsic value | 65,803 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Exercisable (in shares) | 3,676 |
Exercisable (in dollars per share) | $6.31 |
Exercisable | 6 years 10 months 27 days |
Exercisable, aggregate intrinsic value | $42,665 |
StockBased_Compensation_Stock_1
Stock-Based Compensation (Stock Options Narrative) (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Weighted average grant date fair value | $7.89 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding | 7,348 | 8,113 | |
Weighted average exercise price | $8.47 | $8.05 | |
Vesting Period | 4 years | ||
Stock-based compensation expense | $5,498 | $2,478 |
StockBased_Compensation_Valuat
Stock-Based Compensation (Valuation Assumptions) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 0 months 5 days | 6 years 0 months 5 days |
Risk-free interest rate | 1.74% | 1.75% |
Expected volatility | 46.00% | 54.00% |
Dividend yield | 0.00% | 0.00% |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 0 years 6 months 0 days | |
Risk-free interest rate | 0.07% | |
Expected volatility | 54.00% | |
Dividend yield | 0.00% |
StockBased_Compensation_Restri
Stock-Based Compensation (Restricted Stock Activity) (Details) (Restricted Stock) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 1,750 |
Granted | 0 |
Canceled | -31 |
Vested | -28 |
Ending balance | 1,691 |
StockBased_Compensation_Restri1
Stock-Based Compensation (Restricted Stock Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 4 years | |
Stock-based compensation expense | $5,498 | $2,478 |
StockBased_Compensation_Restri2
Stock-Based Compensation (Restricted Stock Units Activity) (Details) (Restricted Stock Units (RSUs)) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 845 |
Granted | 120 |
Canceled | -15 |
Vested | 0 |
Ending balance | 950 |
StockBased_Compensation_Restri3
Stock-Based Compensation (Restricted Stock Units Narrative) (Details) (Restricted Stock Units (RSUs), Weighted Average Grant Date Value Per Share, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Units (RSUs) | Weighted Average Grant Date Value Per Share | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value | $17.17 |
StockBased_Compensation_Employ
Stock-Based Compensation (Employee Stock Purchase Plan Narrative) (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 01, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $5,498 | $2,478 | |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 0 years 6 months 0 days | ||
Expected volatility | 54.00% | ||
Dividend yield | 0.00% | ||
Risk-free interest rate | 0.07% | ||
2014 Employee Stock Purchase Plan | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum employee subscription rate | 10.00% | ||
Purchase price of common stock, percent | 85.00% | ||
Number of Shares Reserved | 896,927 | ||
Increase in shares authorized, percent of outstanding stock | 1.00% | ||
Stock-based compensation expense | $300 |
StockBased_Compensation_Expens
Stock-Based Compensation (Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $5,498 | $2,478 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 42 | 31 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,125 | 577 |
Technology and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 790 | 303 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $3,541 | $1,567 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $84 | $50 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Other Commitments [Line Items] | ||
Operating Leases, Rent Expense | $1 | $1.40 |
Operating Leases Entered Since Prior Year End Future Minimum Payments Due | 0.3 | |
London Lease [Member] | Financial Standby Letter of Credit [Member] | ||
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | $0.20 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Other Contracts) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Class of Stock [Line Items] | |
Acquisition Fee, Percentage of Consideration Due | 2.50% |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | ||
Apr. 24, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | |
Subsequent Event [Line Items] | |||
Operating Leases Entered Since Current Quarter End Future Minimum Payments Due | $300,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Operating Leases Entered Since Current Quarter End Future Minimum Payments Due | 2,200,000 | ||
Chango Inc [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Business Combination, Future Service, Shares Held in Escrow | 106,553 | ||
Business Combination, Outstanding Debt and Transaction expenses, Cash Paid | 9,100,000 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 20,600,000 | ||
Business Combination, Contingent Shares in Escrow, Value | 2,400,000 | ||
Business Combination, Contingent Consideration, Shares Held in Escrow | 126,098 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 72,478,000 | ||
Business Combination, Indemnification Assets, Shares Held in Escrow | 639,318 | ||
Common Stock [Member] | Chango Inc [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,191,878 | ||
Chango Lease [Member] | Financial Standby Letter of Credit [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Letters of Credit Outstanding, Amount | $200,000 |