Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 22, 2015 | |
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 | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,378,826 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 79,865 | $ 97,196 |
Accounts receivable, net | 158,804 | 133,267 |
Prepaid expenses and other current assets | 28,177 | 7,514 |
TOTAL CURRENT ASSETS | 266,846 | 237,977 |
Property and equipment, net | 16,067 | 15,196 |
Internal use software development costs, net | 12,916 | 11,501 |
Goodwill | 68,803 | 16,290 |
Intangible assets, net | 55,428 | 14,090 |
Other assets, non-current | 7,828 | 1,427 |
TOTAL ASSETS | 427,888 | 296,481 |
Current liabilities: | ||
Accounts payable and accrued expenses | 167,075 | 151,021 |
Debt and capital lease obligations, current portion | 0 | 105 |
Other current liabilities | 1,365 | 3,276 |
TOTAL CURRENT LIABILITIES | 168,440 | 154,402 |
Other liabilities, non-current | 2,241 | 1,272 |
Deferred tax liability, net | 10,253 | 607 |
Contingent consideration liabilities | 27,483 | 11,448 |
TOTAL LIABILITIES | $ 208,417 | $ 167,729 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at September 30, 2015 and December 31, 2014; 0 shares issued and outstanding at September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at September 30, 2015 and December 31, 2014; 44,265 and 37,192 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 0 | 0 |
Additional paid-in capital | 320,139 | 209,472 |
Accumulated other comprehensive income (loss) | 27 | (8) |
Accumulated deficit | (100,695) | (80,712) |
TOTAL STOCKHOLDERS’ EQUITY | 219,471 | 128,752 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 427,888 | $ 296,481 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
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 | 44,265,000 | 37,192,000 |
Common stock, shares, outstanding | 44,265,000 | 37,192,000 |
Preferred Stock | ||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 64,253 | $ 32,165 | $ 154,477 | $ 83,463 |
Expenses: | ||||
Cost of revenue | 16,556 | 5,144 | 37,126 | 14,456 |
Sales and marketing | 22,817 | 11,540 | 60,027 | 30,863 |
Technology and development | 11,822 | 5,766 | 30,626 | 15,041 |
General and administrative | 18,225 | 15,157 | 50,488 | 42,130 |
Total expenses | 69,420 | 37,607 | 178,267 | 102,490 |
Loss from operations | (5,167) | (5,442) | (23,790) | (19,027) |
Other (income) expense: | ||||
Interest (income) expense, net | (37) | 23 | (14) | 94 |
Change in fair value of preferred stock warrant liabilities | 0 | 0 | 0 | 732 |
Foreign exchange (gain) loss, net | (38) | (826) | (1,381) | 104 |
Total other (income) expense, net | (75) | (803) | (1,395) | 930 |
Loss before income taxes | (5,092) | (4,639) | (22,395) | (19,957) |
Provision (benefit) for income taxes | (2,083) | (17) | (2,412) | 145 |
Net loss | (3,009) | (4,622) | (19,983) | (20,102) |
Cumulative preferred stock dividends | 0 | 0 | 0 | (1,116) |
Net loss attributable to common stockholders | $ (3,009) | $ (4,622) | $ (19,983) | $ (21,218) |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.07) | $ (0.14) | $ (0.51) | $ (0.81) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (in shares) | 41,308 | 33,673 | 38,847 | 26,130 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,009) | $ (4,622) | $ (19,983) | $ (20,102) |
Other comprehensive income (loss): | ||||
Unrealized gain on investments, net of tax | 3 | 0 | 0 | 0 |
Foreign currency translation adjustments | 5 | (71) | 35 | (34) |
Comprehensive loss | $ (3,001) | $ (4,693) | $ (19,948) | $ (20,136) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2014 | 37,192 | 37,192 | |||
Beginning Balance at Dec. 31, 2014 | $ 128,752 | $ 0 | $ 209,472 | $ (8) | $ (80,712) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 2,024 | ||||
Exercise of common stock options | 10,674 | 10,674 | |||
Restricted stock awards, net (in shares) | 481 | ||||
Issuance of common stock related to RSU vesting (in shares) | 74 | ||||
Issuance of common stock related to employee stock purchase plan (in shares) | 69 | ||||
Issuance of common stock related to employee stock purchase plan | 759 | 759 | |||
Issuance of common stock and exchange of stock options related to acquisition (in shares) | 4,425 | ||||
Issuance of common stock and exchange of stock options related to acquisition | 76,611 | 76,611 | |||
Stock-based compensation | 22,623 | 22,623 | |||
Foreign exchange translation adjustment | 35 | 35 | |||
Net loss | $ (19,983) | (19,983) | |||
Ending Balance (in shares) at Sep. 30, 2015 | 44,265 | 44,265 | |||
Ending Balance at Sep. 30, 2015 | $ 219,471 | $ 0 | $ 320,139 | $ 27 | $ (100,695) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (19,983) | $ (20,102) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 22,470 | 8,123 |
Stock-based compensation | 22,037 | 16,727 |
Loss on disposal of property and equipment, net | 29 | 199 |
Change in fair value of preferred stock warrant liabilities | 0 | 732 |
Change in fair value of contingent consideration | (136) | 0 |
Unrealized foreign currency gain | (58) | (1,356) |
Deferred income taxes | (2,143) | (43) |
Changes in operating assets and liabilities, net of effect of business acquisition: | ||
Accounts receivable | (12,300) | (5,301) |
Prepaid expenses and other assets | 996 | (1,936) |
Accounts payable and accrued expenses | 11,568 | 9,115 |
Other liabilities | (1,295) | (906) |
Net cash provided by operating activities | 21,185 | 5,252 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (7,757) | (8,564) |
Capitalized internal use software development costs | (6,058) | (6,619) |
Acquisition, net of cash acquired | (8,647) | 0 |
Investments in available-for-sale securities | (29,884) | 0 |
Maturities and sales of available-for-sale securities | 1,600 | 0 |
Change in restricted cash | 1,100 | 100 |
Net cash used in investing activities | (49,646) | (15,083) |
FINANCING ACTIVITIES: | ||
Proceeds from the issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 89,733 |
Payments of initial public offering costs | 0 | (3,037) |
Proceeds from exercise of stock options | 10,674 | 1,194 |
Proceeds from issuance of common stock under employee stock purchase plan | 759 | 0 |
Repayment of debt and capital lease obligations | (105) | (4,025) |
Net cash provided by financing activities | 11,328 | 83,865 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (198) | 99 |
CHANGE IN CASH AND CASH EQUIVALENTS | (17,331) | 74,133 |
CASH AND CASH EQUIVALENTS--Beginning of period | 97,196 | 29,956 |
CASH AND CASH EQUIVALENTS--End of period | 79,865 | 104,089 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Capitalized assets financed by accounts payable and accrued expenses | 920 | 1,124 |
Leasehold improvements paid by landlord | 0 | 803 |
Capitalized stock-based compensation | 586 | 492 |
Conversion of preferred stock to common stock | 0 | 52,571 |
Reclassification of preferred stock warrant liabilities to additional-paid-in-capital | 0 | 6,183 |
Reclassification of deferred offering costs to additional-paid-in-capital | 0 | 3,533 |
Common stock and options issued for business acquisition | $ 76,795 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
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 is a technology company with a mission to automate the buying and selling of advertising. The Company offers a highly scalable platform that provides an automated advertising solution for buyers and sellers of digital advertising. 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 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. On April 24, 2015, the Company completed the acquisition of Chango Inc., or Chango, a Toronto based intent marketing technology company. The acquisition expanded the Company's buyer capabilities and expertise, and expanded the Company's agency and brand advertiser transactions. 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 three and nine months ended September 30, 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 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, 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, except for revenue recognition, which has been updated to include the impact of reporting revenue on a gross basis for certain arrangements of Chango. The operations of Chango were combined with the Company's historic buyer cloud operations, as discussed further below. Reclassifications Certain amounts in the consolidated balance sheet for December 31, 2014 have been reclassified to conform with current-period presentation. 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. Revenue Recognition The Company updated its revenue recognition policy to include transactions for which the Company manages campaigns on behalf of buyers and reports the related revenue on a gross basis. The Company generates revenue from buyers and sellers in transactions in which they use the Company’s solution for the purchase and sale of advertising inventory, and also in transactions in which the Company manages ad campaigns on behalf of buyers. The Company recognizes revenue when four basic criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fees are fixed or determinable, and (iv) collectibility is reasonably assured. The Company maintains separate arrangements with each buyer and seller either in the form of a master agreement, which specifies the terms of the relationship and access to the Company’s solution, or by insertion orders, which specify price and volume requests and other terms. The Company recognizes revenue upon the completion of a transaction, that is, when an impression has been delivered to the consumer viewing a website or application. The Company assesses whether fees are fixed or determinable based on impressions delivered and the contractual terms of the arrangements. Subsequent to the delivery of an impression, the fees are generally not subject to adjustment or refund. Historically, any refunds and adjustments have not been material. The Company assesses collectibility based on a number of factors, including the creditworthiness of a buyer and seller and payment and transaction history. The Company’s revenue arrangements generally do not include multiple deliverables. Revenue is reported depending on whether the Company functions as principal or agent. The determination of whether the Company acts as the principal or the agent requires the Company to evaluate a number of indicators, none of which is presumptive or determinative. For transactions in which the Company is the principal, revenue is reported on a gross basis for the amount paid by buyers for the purchase of advertising inventory and related services and the Company records the amounts paid to sellers as cost of revenue. For transactions in which the Company is the agent, revenue is reported on a net basis for the amount of fees charged to the buyer (if any), and fees retained from or charged to the seller. The Company enters into arrangements for which it manages advertising campaigns on behalf of buyers. The Company is the principal in these arrangements as it: (i) is the primary obligor in the advertising inventory purchase transaction; (ii) establishes the purchase prices paid by the buyer; (iii) performs all billing and collection activities including the retention of credit risk; (iv) has latitude in selecting suppliers; (v) negotiates the price it pays to suppliers of inventory; and (vi) makes all inventory purchasing decisions. Accordingly, for these arrangements the Company reports revenue on a gross basis. For the Company's other arrangements, in which the Company’s solution matches buyers and sellers, enables them to purchase and sell advertising inventory, and establishes rules and parameters for advertising inventory transactions, the Company recognizes revenue on a net basis because the Company: (i) is not the primary obligor for the purchase of advertising inventory but rather provides a platform to facilitate the buying and selling of advertising; (ii) does not have pricing latitude as pricing is generally determined through the Company’s auction process and/or the Company’s fees are based on a percentage of advertising spend; and (iii) does not directly select suppliers. Expenses The Company classifies its expenses into four categories: Cost of Revenue The Company’s cost of revenue consists primarily of amounts the Company pays sellers for transactions for which the Company is the principal and reports revenues on a gross basis, data center costs, bandwidth costs, depreciation and maintenance expense of hardware supporting the Company’s revenue-producing platform, amortization of software costs for the development of the Company’s revenue-producing platform, amortization expense associated with acquired developed technologies, personnel costs, and facilities-related costs. Amounts the Company pays sellers includes the cost of advertising impressions the Company purchases from sellers through third-party exchanges in transactions for which the Company is the principal. Personnel costs included in cost of revenue include salaries, bonuses, stock-based compensation, and employee benefit costs, and are primarily attributable to personnel in our network operations group, who support the Company’s platform. The Company capitalizes costs associated with software that is developed or obtained for internal use and amortizes the costs associated with the Company’s revenue-producing platform in cost of revenue over their estimated useful lives. The Company amortizes acquired developed technologies over their estimated useful lives. Many of these expenses are generally fixed and do not increase or decrease in direct proportion to increases or decreases in our revenue. Sales and Marketing The Company’s sales and marketing expenses consist primarily of personnel costs, including stock-based compensation and the sales bonuses paid to the Company’s sales organization, marketing expenses such as brand marketing, travel expenses, trade shows and marketing materials, professional services, and amortization expense associated with customer relationships and backlog from our business acquisitions, and to a lesser extent, facilities-related costs and depreciation and amortization. The Company's sales organization focuses on marketing the Company's solution to increase the adoption of the solution by existing and new buyers and sellers. The Company amortizes acquired intangibles associated with customer relationships and backlog from the Company's business acquisitions over their estimated useful lives. Technology and Development The Company’s technology and development expenses consist primarily of personnel costs, including stock-based compensation, and professional services associated with the ongoing development and maintenance of the Company’s solution, and to a lesser extent, facilities-related costs and depreciation and amortization, including amortization expense associated with acquired intangible assets from the Company's business acquisitions that are related to technology and development functions. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs on the Company’s consolidated balance sheet. The Company amortizes internal use software development costs that relate to its revenue-producing activities on its platform to cost of revenue and amortizes other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. The Company amortizes acquired intangibles associated with technology and development functions from the Company's business acquisitions over their estimated useful lives. General and Administrative The Company’s general and administrative expenses consist primarily of personnel costs, including stock-based compensation, associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs and depreciation, and other corporate related expenses. General and administrative expenses also include internal use software development costs and acquired intangible assets from the Company's business acquisitions over their estimated useful lives that relate to general and administrative functions and changes in fair value associated with the liability-classified contingent consideration related to business acquisitions. Cash, Cash Equivalents, and Marketable Securities The Company invests excess cash primarily in money market funds, corporate debt securities, and highly liquid debt instruments of the U.S. government and its agencies. The Company classifies investments held in money market funds as cash equivalents included in cash and cash equivalents as they have weighted-average maturities at the date of purchase of less than 90 days, U.S. government and agency bonds and corporate debt securities with stated maturities of less than one year as short-term investments included in prepaid and other current assets, and U.S. government and agency bonds and corporate debt securities with stated maturities of over a year as long-term investments included in other assets, non-current on the Company’s consolidated balance sheets, as the Company does not expect to redeem or sell these securities within one year from the balance sheet date. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies and accounts for the Company’s marketable securities as available-for-sale, and as a result carries the securities at fair value and reports the unrealized gains and losses as a component of stockholders’ equity. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method, and the Company records such gains and losses as a component of other income, net on the Company’s consolidated statements of operations. 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, 2017. Early adoption is permitted for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. The guidance permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued an amendment deferring the effective date by one year making it effective for annual reporting periods beginning on or after December 15, 2017, while also providing for early adoption but not before the original effective date. 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. In August 2015, the FASB issued an amendment to this guidance stating an entity may defer and present debt issuing costs associated with line of credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. 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. In April 2015, the FASB issued new accounting guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. 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. In September 2015, the FASB issued new accounting guidance, which requires an acquirer in a business combination to recognize adjustments to the provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is also required to either present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amounts recorded in the current-period earnings by line item that would have been recorded in previous periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The new guidance is effective for annual periods beginning after December 31, 2015, with early application permitted, and shall apply to adjustments to provisional amounts that occur after the effective date. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In thousands, except per share data) Net loss attributable to common stockholders $ (3,009 ) $ (4,622 ) $ (19,983 ) $ (21,218 ) Weighted-average common shares outstanding 44,028 35,865 41,190 27,746 Weighted-average unvested restricted shares (1,723 ) (2,192 ) (1,707 ) (1,616 ) Weighted-average escrow shares (997 ) — (636 ) — Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders 41,308 33,673 38,847 26,130 Basic and diluted net loss per share attributable to common stockholders $ (0.07 ) $ (0.14 ) $ (0.51 ) $ (0.81 ) 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: September 30, 2015 September 30, 2014 (in thousands) Options to purchase common stock 6,778 8,246 Unvested restricted stock awards 1,707 2,188 Unvested restricted stock units 2,739 298 Shares held in escrow 997 — Total shares excluded from net loss per share attributable to common stockholders 12,221 10,732 In addition to the above anti-dilutive shares, shares contingently issuable if certain milestones are achieved on December 31, 2015 related to business combinations that occurred during the year ended December 31, 2014 and during the nine months ended September 30, 2015 have been excluded from the calculation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2015 . In connection with the acquisition of iSocket, Inc., or iSocket, which occurred during the year ended December 31, 2014, the Company may be required to issue up to $12.0 million of contingent consideration payable in shares of common stock if certain performance milestones have been achieved as of 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. If September 30, 2015 had been the end of the contingency period, 821,862 shares would have been issuable. In connection with the acquisition of Chango, which occurred during the nine months ended September 30, 2015 , the Company agreed to pay up to $18.2 million of contingent consideration in addition to 126,098 shares held in escrow, if certain milestones have been achieved as of December 31, 2015. The Company has the option to pay the contingent consideration in cash or common stock, or a combination thereof. As of September 30, 2015 , the entire contingent consideration issuable in connection with the Chango acquisition was deemed earned (See Note 5). If the Company elects to pay the contingent consideration in shares, the number of shares to be issued in connection with the contingent consideration would be based on the greater of the volume-weighted-average closing prices of the Company's common stock for the 10 consecutive trading days ending on (and including) the trading day that is one day prior to December 31, 2015 and $18.77 . If September 30, 2015 had been the end of the contingency period, 957,407 shares would have been issuable. For the nine months ended September 30, 2014 , the Company increased net loss by $1.1 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2015 : September 30, 2015 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 27,739 $ 27,739 $ — $ — Corporate debt securities $ 12,785 $ 12,785 $ — $ — U.S. Treasury, government and agency debt securities $ 15,499 $ 15,499 $ — $ — Contingent consideration liabilities $ 27,483 $ — $ — $ 27,483 The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2014 : December 31, 2014 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 55,963 $ 55,963 $ — $ — Contingent consideration liabilities $ 11,448 $ — $ — $ 11,448 At September 30, 2015 , cash equivalents of $27.7 million consisted of money market funds with original maturities of three months or less. The fair values of the Company's money market funds, U.S. treasury, government and agency debt securities, and corporate debt securities are based on quoted market prices as shown in the Company's investment brokerage statements. The Company classified the contingent consideration liabilities, which were incurred in connection with the acquisitions of iSocket and Chango, within Level 3 as factors used to develop the estimated fair value include unobservable inputs that are not supported by market activity. The Company estimated the fair value of the contingent consideration liability related to the iSocket acquisition 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 December 31, 2014 and at September 30, 2015 , the Company considered it highly likely that the iSocket earn-out criteria would be met. On Chango's acquisition date, the Company estimated the fair value of the contingent consideration liability related to the Chango acquisition by using a Monte-Carlo model as the fair value of the contingent consideration was dependent on both the performance milestones being achieved and the post-acquisition prices of the Company's common stock. Subsequent to Chango's acquisition date, the operations of Chango were fully integrated into the operations of the Company. Accordingly, pursuant to the acquisition agreement, because Chango would no longer be operated separate from the Company's other operations in accordance with the agreed-upon business plan, the entire contingent consideration was deemed earned. As a result, the changes in the fair value of the contingent consideration liability will primarily be dependent on prices of the Company's common stock for periods subsequent to Chango's acquisition date. Changes in these unobservable inputs could significantly impact the fair value of the contingent consideration liability recorded in the accompanying consolidated balance sheets and adjustments recorded in the consolidated statements of operations. For each of the three months ended September 30, 2015 and nine months ended September 30, 2015 , the Company recognized a gain of $0.1 million relating to the change in fair value of the contingent consideration liabilities, which was recorded in general and administrative expenses. The contingent consideration liability related to the iSocket acquisition 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 10 consecutive trading days ending on (and including) the last trading day of 2015. The contingent consideration liability related to the Chango acquisition is payable in cash or shares, or a combination thereof, and the number of shares issued, in addition to 126,098 shares held in escrow related to the contingent consideration, is based on the greater of the volume-weighted-average closing prices of the Company's common stock for the 10 consecutive trading days ending on (and including) the trading day that is one day prior to December 31, 2015 and $18.77 . The Company’s pre-IPO 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 Nine Month Roll Forward September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands) Beginning balance $ — $ — $ — $ 5,451 Change in value of preferred stock warrants recorded in other expense, net — — — 732 Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant — — — (6,183 ) Ending balance $ — $ — $ — $ — The Company’s contingent consideration liabilities are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of the contingent consideration liabilities are summarized below: Three Month Roll Forward Nine Month Roll Forward September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands) Beginning balance $ 27,622 $ — $ 11,448 $ — Increase to contingent consideration liability related to the Chango acquisition — — 16,171 — Change in fair value of contingent consideration liabilities recorded in general and administrative expense (139 ) — (136 ) — Ending balance $ 27,483 $ — $ 27,483 $ — |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 9 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Amounts | Other Balance Sheet Amounts The Company holds restricted cash required to fulfill its payment obligations if the Company defaults under a software license agreement and certain building leases. At September 30, 2015 and December 31, 2014 , restricted cash included in prepaid expenses and other current assets was $0.3 million and $0.4 million , respectively. At December 31, 2014 , restricted cash included in other assets, non-current was $1.0 million . Investments in marketable securities as of September 30, 2015 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale - short-term: (in thousands) U.S. Treasury, government and agency debt securities $ 8,676 $ — $ — $ 8,676 Corporate debt securities 12,785 — — 12,785 Total $ 21,461 $ — $ — $ 21,461 Available-for-sale - long-term: U.S. Treasury, government and agency debt securities $ 6,823 $ — $ — $ 6,823 As of September 30, 2015 , the Company's available-for-sale securities had a weighted remaining contractual maturity of 0.7 years . For the three and nine months ended September 30, 2015 the gross realized gains and gross realized losses were not significant and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive loss into the consolidated statements of operations for the sale of available-for-sale investments. The Company had no investments in marketable securities as of December 31, 2014 . The amortized cost and fair value of the Company's marketable securities at September 30, 2015 , by contractual years-to-maturity are as follows: Amortized Cost Fair Value (in thousands) Due in less than 1 year $ 21,461 $ 21,461 Due within 1-2 years 6,823 6,823 Total $ 28,284 $ 28,284 Accounts payable and accrued expenses included the following: September 30, 2015 December 31, 2014 (in thousands) Accounts payable—seller $ 146,439 $ 138,366 Accounts payable—trade 8,803 5,350 Accrued employee-related payables 11,833 7,305 Total $ 167,075 $ 151,021 At September 30, 2015 and December 31, 2014 , accounts payable—seller are recorded net of $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 | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Chango Inc. On April 24, 2015, or the Acquisition Date, the Company completed the acquisition of all the issued and outstanding shares of Chango, a Toronto, Canada based intent marketing technology company. The acquisition expanded 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 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 or resolved claims, will be released from escrow on July 24, 2016. In addition, the Company 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 which were excluded from the purchase consideration and will be expensed in the Company's post acquisition statement of operations. The Company also used approximately $9.1 million of cash to repay Chango's outstanding debt, including accrued interest, and to pay Chango's outstanding transaction expenses. The purchase consideration also included contingent consideration of up to approximately $18.2 million worth of the Company's common stock and 126,098 shares held in escrow based upon Chango's performance against certain agreed-upon operating objectives for the year ending December 31, 2015. The Company has the option to pay the contingent consideration in cash or common stock, or a combination thereof. A portion of the contingent consideration shares with a value of approximately $2.4 million , or 126,098 shares of the Company's stock based on the common stock issuance price pursuant to the purchase agreement, were issued and placed in escrow. The number of shares to be issued in connection with the contingent consideration, excluding the escrow shares, is based on the greater of the volume-weighted-average closing prices of the Company's common stock for the 10 consecutive trading days ending on (and including) the trading day that is one day prior to December 31, 2015 and $18.77 . The fair value was estimated using a Monte-Carlo model as the fair value of the contingent consideration was dependent on both the performance milestones being achieved and the post-acquisition prices of the Company's common stock. The total contingent consideration was recorded at an estimated fair value of $16.2 million . The fair value of the contingent consideration provided herein assumed the probability of the performance milestones being achieved and the probability that the Company would settle the contingent consideration in common stock. The contingent consideration has been recorded as a non-current liability in the consolidated balance sheet as the contingent consideration is payable in a variable number of shares at the Acquisition Date. Changes in the fair value of the contingent consideration liability will be recorded in the Company's consolidated statement of operations. Subsequent to the Acquisition Date, the operations of Chango were fully integrated into the operations of the Company. Accordingly, pursuant to the acquisition agreement, because Chango would no longer be operated separate from the Company's other operations in accordance with the agreed-upon business plan, the entire contingent consideration was deemed earned. As a result, the changes in the fair value of the contingent consideration liability post-acquisition will primarily be dependent on prices of the Company's common stock for periods subsequent to Chango's Acquisition Date. As part of the acquisition, existing stock options to purchase common stock of Chango were exchanged for 428,798 options to purchase the Company's common stock. The fair value of stock options exchanged on the Acquisition Date attributable to pre-acquisition services of approximately $4.3 million has been recorded as purchase consideration. The fair value of stock options exchanged on the Acquisition Date attributable to post-acquisition services of $2.4 million will be recorded as additional stock-based compensation expense in the Company's consolidated statement of operations over their remaining requisite service (vesting) periods. The total purchase consideration and the allocation of the total purchase consideration to assets acquired and liabilities assumed is summarized below (in thousands): Shares of the Company's common stock $ 72,477 Estimated fair value of contingent consideration 16,171 Fair value of stock-based awards exchanged 4,318 Cash paid 9,097 Working capital adjustment (184 ) Total purchase consideration 101,879 Cash 450 Accounts receivable 13,333 Prepaid and other assets 1,025 Fixed assets 265 Intangible assets, including in process research and development of $580 52,420 Goodwill 52,513 Total assets acquired $ 120,006 Accounts payable and accrued expenses 5,825 Other liabilities 443 Deferred tax liability, net 11,859 Total liabilities assumed 18,127 Total net assets acquired $ 101,879 The purchase price allocation is preliminary and subject to change pending finalization of the valuation. As part of the acquisition, the Company recorded deferred tax liabilities related to acquired intangibles of $13.9 million net of deferred tax assets of $2.0 million , primarily related to net operating loss carry forwards. The following table summarizes the components of the acquired intangible assets and estimated useful lives (in thousands, except for estimated useful life): Estimated Useful Life Technology $ 22,000 3 - 5 years In-process research and development 580 3 years* Customer relationships 22,000 5 years Backlog 3,090 <1 year Non-compete agreements 4,500 2 years Trademarks 250 <1 year Total intangible assets acquired $ 52,420 * Amortization begins once associated project is completed and it is determined it has alternative future use. The intangible assets are generally amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives. Amortization of developed technology is included in cost of revenues, the amortization of customer relationships and backlog is included in sales and marketing, the amortization of non-compete agreements is included in technology and development and general and administrative, and the amortization of trademarks is included in general and administrative in the consolidated statement of operations. The Company believes the amount of goodwill resulting from the acquisition is primarily attributable to expected synergies from assembled workforce, an increase in development capabilities, increased offerings to customers, and enhanced opportunities for growth and innovation. The goodwill resulting from the Chango acquisition is not tax deductible. During the nine months ended September 30, 2015 , the Company recognized approximately $1.3 million in professional fees directly related to the acquisition of Chango, primarily composed of legal, accounting, and valuation costs, which are recorded within general and administrative expenses in the Company’s consolidated statements of operations. In addition, as part of the acquisition of Chango, the Company acquired Chango's NOLs of approximately $7.2 million . Unaudited Pro Forma Information 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, 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, iSocket, and Chango 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, iSocket, and Chango 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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands, except per share data) Pro forma revenues $ 64,253 $ 41,983 $ 171,127 $ 111,156 Pro forma net loss $ (2,924 ) $ (11,779 ) $ (23,324 ) $ (50,832 ) Pro forma net loss per share $ (0.07 ) $ (0.31 ) $ (0.56 ) $ (1.71 ) Subsequent to the Acquisition Date, the operations of Chango were fully integrated into the operations of the Company and as a result, the determination of Chango’s post-acquisition revenues and operating results on a standalone basis are impracticable given the integration of the Chango operations with the Company's operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Details of the Company’s goodwill were as follows: September 30, 2015 December 31, 2014 (in thousands) Beginning balance $ 16,290 $ 1,491 Additions from the acquisition of iSocket — 11,778 Additions from the acquisition of Shiny — 3,021 Additions from the acquisition of Chango 52,513 — Ending balance $ 68,803 $ 16,290 Details of the Company’s intangible assets were as follows: September 30, 2015 December 31, 2014 (in thousands) Amortizable intangible assets: Developed technology $ 35,176 $ 13,176 In-process research and development 580 — Customer relationships 25,330 3,330 Backlog 3,090 — Non-compete agreements 4,990 490 Trademarks 253 3 Total identifiable intangible assets, gross 69,419 16,999 Total accumulated amortization—intangible assets (13,991 ) (2,909 ) Total identifiable intangible assets, net $ 55,428 $ 14,090 Amortization expense of intangible assets for the three months ended September 30, 2015 and 2014 was $4.8 million and $0.1 million , respectively. Amortization expense of intangible assets for the nine months ended September 30, 2015 and 2014 was $11.1 million and $0.3 million , respectively. As of September 30, 2015 , the estimated remaining amortization expense associated with the Company’s intangible assets for each of the next five fiscal years was as follows: Fiscal Year Amount (in thousands) 2015 $ 4,646 2016 16,227 2017 13,725 2018 9,941 2019 and thereafter 10,889 Total $ 55,428 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 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. The Company assumed Chango's 2009 Stock Option Plan as part of the acquisition. An aggregate of 1,422,562 shares remained available for issuance at September 30, 2015 under the plans. Stock Options A summary of stock option activity for the nine months ended September 30, 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 1,213 $ 12.42 Exercised (2,034 ) $ 5.33 Canceled (514 ) $ 11.64 Outstanding at September 30, 2015 6,778 $ 9.38 7.41 years $ 37,232 Vested and expected to vest September 30, 2015 6,336 $ 9.21 7.35 years $ 35,817 Exercisable at September 30, 2015 3,622 $ 7.25 6.69 years $ 26,660 At September 30, 2015 , the Company had unrecognized employee stock-based compensation expense relating to stock options of approximately $16.2 million , which is expected to be recognized over a weighted-average period of 1.7 years . The weighted-average grant date per share fair value of stock options granted in the nine months ended September 30, 2015 was $9.47 . 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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Expected term (in years) 6.0 6.0 4.3 6.0 Risk-free interest rate 1.74 % 1.90 % 1.26 % 1.83 % Expected volatility 43 % 51 % 48 % 53 % Dividend yield — % — % — % — % Restricted Stock A summary of restricted stock activity for the nine months ended September 30, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2014 1,750 Granted 552 Canceled (71 ) Vested (524 ) Nonvested shares of restricted stock outstanding at September 30, 2015 1,707 At September 30, 2015 , the Company had unrecognized employee stock-based compensation expense for restricted stock with service conditions of approximately $13.2 million , which is expected to be recognized over a weighted-average period of 2.2 years . At September 30, 2015 , the Company had unrecognized employee stock-based compensation expense for restricted stock with market conditions granted in a prior year of approximately $1.3 million , which is expected to be recognized over a weighted-average period of 5.6 years . The weighted-average grant date per share fair value of restricted stock with service conditions granted in the nine months ended September 30, 2015 was $16.75 . In May 2015, the Company granted certain executives shares of restricted stock that vest based on certain stock price performance metrics. The grant date fair value per share of restricted stock was $13.81 , which was estimated using a Monte-Carlo lattice model. At September 30, 2015 , the Company had unrecognized employee stock-based compensation expense of approximately $3.4 million , which is expected to be recognized over a weighted-average period of 2.5 years . The compensation expense will not be reversed if the performance metrics are not met. Restricted Stock Units A summary of restricted stock unit activity for the nine months ended September 30, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock units outstanding at December 31, 2014 845 Granted 2,161 Canceled (193 ) Vested (74 ) Nonvested shares of restricted stock units outstanding at September 30, 2015 2,739 At September 30, 2015 , the Company had unrecognized employee stock-based compensation expense relating to restricted stock units of approximately $29.8 million , which is expected to be recognized over a weighted-average period of 3.5 years . The weighted-average grant date fair value per share of restricted stock units granted in the nine months ended September 30, 2015 was $16.59 . Employee Stock Purchase Plan In November 2013, the Company's board of directors 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 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 trading day of the offering period. Offering periods generally commence and end in May and November of each year. 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 1 st 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 31 st immediately prior to the date of increase or (ii) such number of shares as may be determined by the board of directors. In May 2015, a total of 68,516 shares of common stock were purchased for the first offering period. The Company estimated the total grant date fair value of the ESPP awards for the second offering period ending in November 2015 of $0.5 million using a Black-Scholes model with the following assumptions: term of 6 months corresponding with the offering period; volatility of 51% based on the Company's historical volatility for a six month period; no dividend yield; and risk-free interest rate of 0.09% . 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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands) Cost of revenue $ 65 $ 39 $ 177 $ 127 Sales and marketing 2,197 793 5,180 2,070 Technology and development 1,525 530 3,431 1,257 General and administrative 5,013 5,788 13,249 13,273 Total stock-based compensation $ 8,800 $ 7,150 $ 22,037 $ 16,727 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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 benefit of $2.1 million and zero for the three months ended September 30, 2015 and 2014 , respectively, and an income tax benefit of $2.4 million and an income tax provision of $0.1 million for the nine months ended September 30, 2015 and 2014 , respectively. The tax benefit during the three and nine months ended September 30, 2015 is the result of net operating losses generated by the Canadian operations acquired as part of the Chango acquisition during the period. 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 | 9 Months Ended |
Sep. 30, 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 $1.6 million for each of the three months ended September 30, 2015 and 2014 , respectively, and $3.9 million and $4.6 million for the nine months ended September 30, 2015 and 2014 , respectively. During the nine months ended September 30, 2015 , the Company entered into new operating leases. Future non-cancelable minimum commitments as of September 30, 2015 relating to these operating leases totaling $4.1 million are due through March 2020 . During the nine months ended September 30, 2015 , in connection with office leases, the Company entered into irrevocable letters of credit in the amount of $0.4 million . In addition, during the nine months ended September 30, 2015 , the Company did not exercise the early termination option for the sublease for its headquarters in Los Angeles, California. As of September 30, 2015 future non-cancelable minimum commitments increased by $8.9 million for this sublease. 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 September 30, 2015 . However, based on management’s knowledge as of September 30, 2015 , 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 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. |
Organization and Summary of S17
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 three and nine months ended September 30, 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 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, 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, except for revenue recognition, which has been updated to include the impact of reporting revenue on a gross basis for certain arrangements of Chango. The operations of Chango were combined with the Company's historic buyer cloud operations, as discussed further below. |
Reclassifications | Reclassifications Certain amounts in the consolidated balance sheet for December 31, 2014 have been reclassified to conform with current-period presentation. |
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. |
Revenue Recognition | Revenue Recognition The Company updated its revenue recognition policy to include transactions for which the Company manages campaigns on behalf of buyers and reports the related revenue on a gross basis. The Company generates revenue from buyers and sellers in transactions in which they use the Company’s solution for the purchase and sale of advertising inventory, and also in transactions in which the Company manages ad campaigns on behalf of buyers. The Company recognizes revenue when four basic criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fees are fixed or determinable, and (iv) collectibility is reasonably assured. The Company maintains separate arrangements with each buyer and seller either in the form of a master agreement, which specifies the terms of the relationship and access to the Company’s solution, or by insertion orders, which specify price and volume requests and other terms. The Company recognizes revenue upon the completion of a transaction, that is, when an impression has been delivered to the consumer viewing a website or application. The Company assesses whether fees are fixed or determinable based on impressions delivered and the contractual terms of the arrangements. Subsequent to the delivery of an impression, the fees are generally not subject to adjustment or refund. Historically, any refunds and adjustments have not been material. The Company assesses collectibility based on a number of factors, including the creditworthiness of a buyer and seller and payment and transaction history. The Company’s revenue arrangements generally do not include multiple deliverables. Revenue is reported depending on whether the Company functions as principal or agent. The determination of whether the Company acts as the principal or the agent requires the Company to evaluate a number of indicators, none of which is presumptive or determinative. For transactions in which the Company is the principal, revenue is reported on a gross basis for the amount paid by buyers for the purchase of advertising inventory and related services and the Company records the amounts paid to sellers as cost of revenue. For transactions in which the Company is the agent, revenue is reported on a net basis for the amount of fees charged to the buyer (if any), and fees retained from or charged to the seller. The Company enters into arrangements for which it manages advertising campaigns on behalf of buyers. The Company is the principal in these arrangements as it: (i) is the primary obligor in the advertising inventory purchase transaction; (ii) establishes the purchase prices paid by the buyer; (iii) performs all billing and collection activities including the retention of credit risk; (iv) has latitude in selecting suppliers; (v) negotiates the price it pays to suppliers of inventory; and (vi) makes all inventory purchasing decisions. Accordingly, for these arrangements the Company reports revenue on a gross basis. For the Company's other arrangements, in which the Company’s solution matches buyers and sellers, enables them to purchase and sell advertising inventory, and establishes rules and parameters for advertising inventory transactions, the Company recognizes revenue on a net basis because the Company: (i) is not the primary obligor for the purchase of advertising inventory but rather provides a platform to facilitate the buying and selling of advertising; (ii) does not have pricing latitude as pricing is generally determined through the Company’s auction process and/or the Company’s fees are based on a percentage of advertising spend; and (iii) does not directly select suppliers. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of amounts the Company pays sellers for transactions for which the Company is the principal and reports revenues on a gross basis, data center costs, bandwidth costs, depreciation and maintenance expense of hardware supporting the Company’s revenue-producing platform, amortization of software costs for the development of the Company’s revenue-producing platform, amortization expense associated with acquired developed technologies, personnel costs, and facilities-related costs. Amounts the Company pays sellers includes the cost of advertising impressions the Company purchases from sellers through third-party exchanges in transactions for which the Company is the principal. Personnel costs included in cost of revenue include salaries, bonuses, stock-based compensation, and employee benefit costs, and are primarily attributable to personnel in our network operations group, who support the Company’s platform. The Company capitalizes costs associated with software that is developed or obtained for internal use and amortizes the costs associated with the Company’s revenue-producing platform in cost of revenue over their estimated useful lives. The Company amortizes acquired developed technologies over their estimated useful lives. Many of these expenses are generally fixed and do not increase or decrease in direct proportion to increases or decreases in our revenue. |
Sales and Marketing | Sales and Marketing The Company’s sales and marketing expenses consist primarily of personnel costs, including stock-based compensation and the sales bonuses paid to the Company’s sales organization, marketing expenses such as brand marketing, travel expenses, trade shows and marketing materials, professional services, and amortization expense associated with customer relationships and backlog from our business acquisitions, and to a lesser extent, facilities-related costs and depreciation and amortization. The Company's sales organization focuses on marketing the Company's solution to increase the adoption of the solution by existing and new buyers and sellers. The Company amortizes acquired intangibles associated with customer relationships and backlog from the Company's business acquisitions over their estimated useful lives. |
Technology and Development | Technology and Development The Company’s technology and development expenses consist primarily of personnel costs, including stock-based compensation, and professional services associated with the ongoing development and maintenance of the Company’s solution, and to a lesser extent, facilities-related costs and depreciation and amortization, including amortization expense associated with acquired intangible assets from the Company's business acquisitions that are related to technology and development functions. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs on the Company’s consolidated balance sheet. The Company amortizes internal use software development costs that relate to its revenue-producing activities on its platform to cost of revenue and amortizes other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. The Company amortizes acquired intangibles associated with technology and development functions from the Company's business acquisitions over their estimated useful lives. |
General and Administrative | General and Administrative The Company’s general and administrative expenses consist primarily of personnel costs, including stock-based compensation, associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs and depreciation, and other corporate related expenses. General and administrative expenses also include internal use software development costs and acquired intangible assets from the Company's business acquisitions over their estimated useful lives that relate to general and administrative functions and changes in fair value associated with the liability-classified contingent consideration related to business acquisitions. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents, and Marketable Securities The Company invests excess cash primarily in money market funds, corporate debt securities, and highly liquid debt instruments of the U.S. government and its agencies. The Company classifies investments held in money market funds as cash equivalents included in cash and cash equivalents as they have weighted-average maturities at the date of purchase of less than 90 days, U.S. government and agency bonds and corporate debt securities with stated maturities of less than one year as short-term investments included in prepaid and other current assets, and U.S. government and agency bonds and corporate debt securities with stated maturities of over a year as long-term investments included in other assets, non-current on the Company’s consolidated balance sheets, as the Company does not expect to redeem or sell these securities within one year from the balance sheet date. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies and accounts for the Company’s marketable securities as available-for-sale, and as a result carries the securities at fair value and reports the unrealized gains and losses as a component of stockholders’ equity. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method, and the Company records such gains and losses as a component of other income, net on the Company’s consolidated statements of operations. |
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 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, 2017. Early adoption is permitted for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016. The guidance permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued an amendment deferring the effective date by one year making it effective for annual reporting periods beginning on or after December 15, 2017, while also providing for early adoption but not before the original effective date. 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. In August 2015, the FASB issued an amendment to this guidance stating an entity may defer and present debt issuing costs associated with line of credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. 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. In April 2015, the FASB issued new accounting guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. 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. In September 2015, the FASB issued new accounting guidance, which requires an acquirer in a business combination to recognize adjustments to the provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer is also required to either present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amounts recorded in the current-period earnings by line item that would have been recorded in previous periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The new guidance is effective for annual periods beginning after December 31, 2015, with early application permitted, and shall apply to adjustments to provisional amounts that occur after the effective date. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. |
Net Loss Per Share Attributab18
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (In thousands, except per share data) Net loss attributable to common stockholders $ (3,009 ) $ (4,622 ) $ (19,983 ) $ (21,218 ) Weighted-average common shares outstanding 44,028 35,865 41,190 27,746 Weighted-average unvested restricted shares (1,723 ) (2,192 ) (1,707 ) (1,616 ) Weighted-average escrow shares (997 ) — (636 ) — Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders 41,308 33,673 38,847 26,130 Basic and diluted net loss per share attributable to common stockholders $ (0.07 ) $ (0.14 ) $ (0.51 ) $ (0.81 ) |
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: September 30, 2015 September 30, 2014 (in thousands) Options to purchase common stock 6,778 8,246 Unvested restricted stock awards 1,707 2,188 Unvested restricted stock units 2,739 298 Shares held in escrow 997 — Total shares excluded from net loss per share attributable to common stockholders 12,221 10,732 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 : September 30, 2015 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 27,739 $ 27,739 $ — $ — Corporate debt securities $ 12,785 $ 12,785 $ — $ — U.S. Treasury, government and agency debt securities $ 15,499 $ 15,499 $ — $ — Contingent consideration liabilities $ 27,483 $ — $ — $ 27,483 The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2014 : December 31, 2014 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 55,963 $ 55,963 $ — $ — Contingent consideration liabilities $ 11,448 $ — $ — $ 11,448 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The Company’s pre-IPO 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 Nine Month Roll Forward September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands) Beginning balance $ — $ — $ — $ 5,451 Change in value of preferred stock warrants recorded in other expense, net — — — 732 Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant — — — (6,183 ) Ending balance $ — $ — $ — $ — The Company’s contingent consideration liabilities are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of the contingent consideration liabilities are summarized below: Three Month Roll Forward Nine Month Roll Forward September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands) Beginning balance $ 27,622 $ — $ 11,448 $ — Increase to contingent consideration liability related to the Chango acquisition — — 16,171 — Change in fair value of contingent consideration liabilities recorded in general and administrative expense (139 ) — (136 ) — Ending balance $ 27,483 $ — $ 27,483 $ — |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Investments in Marketable Securities | Investments in marketable securities as of September 30, 2015 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale - short-term: (in thousands) U.S. Treasury, government and agency debt securities $ 8,676 $ — $ — $ 8,676 Corporate debt securities 12,785 — — 12,785 Total $ 21,461 $ — $ — $ 21,461 Available-for-sale - long-term: U.S. Treasury, government and agency debt securities $ 6,823 $ — $ — $ 6,823 |
Amortized Cost and Fair Value of the Company's Marketable Securities | The amortized cost and fair value of the Company's marketable securities at September 30, 2015 , by contractual years-to-maturity are as follows: Amortized Cost Fair Value (in thousands) Due in less than 1 year $ 21,461 $ 21,461 Due within 1-2 years 6,823 6,823 Total $ 28,284 $ 28,284 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses included the following: September 30, 2015 December 31, 2014 (in thousands) Accounts payable—seller $ 146,439 $ 138,366 Accounts payable—trade 8,803 5,350 Accrued employee-related payables 11,833 7,305 Total $ 167,075 $ 151,021 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The total purchase consideration and the allocation of the total purchase consideration to assets acquired and liabilities assumed is summarized below (in thousands): Shares of the Company's common stock $ 72,477 Estimated fair value of contingent consideration 16,171 Fair value of stock-based awards exchanged 4,318 Cash paid 9,097 Working capital adjustment (184 ) Total purchase consideration 101,879 Cash 450 Accounts receivable 13,333 Prepaid and other assets 1,025 Fixed assets 265 Intangible assets, including in process research and development of $580 52,420 Goodwill 52,513 Total assets acquired $ 120,006 Accounts payable and accrued expenses 5,825 Other liabilities 443 Deferred tax liability, net 11,859 Total liabilities assumed 18,127 Total net assets acquired $ 101,879 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the components of the acquired intangible assets and estimated useful lives (in thousands, except for estimated useful life): Estimated Useful Life Technology $ 22,000 3 - 5 years In-process research and development 580 3 years* Customer relationships 22,000 5 years Backlog 3,090 <1 year Non-compete agreements 4,500 2 years Trademarks 250 <1 year Total intangible assets acquired $ 52,420 * Amortization begins once associated project is completed and it is determined it has alternative future use. |
Business Acquisition, Pro Forma Information | The following table provides unaudited pro forma information as if Shiny, iSocket, and Chango 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, iSocket, and Chango 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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands, except per share data) Pro forma revenues $ 64,253 $ 41,983 $ 171,127 $ 111,156 Pro forma net loss $ (2,924 ) $ (11,779 ) $ (23,324 ) $ (50,832 ) Pro forma net loss per share $ (0.07 ) $ (0.31 ) $ (0.56 ) $ (1.71 ) Subsequent to the Acquisition Date, the operations of Chango were fully integrated into the operations of the Company and as a result, the determination of Chango’s post-acquisition revenues and operating results on a standalone basis are impracticable given the integration of the Chango operations with the Company's operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Details of the Company’s goodwill were as follows: September 30, 2015 December 31, 2014 (in thousands) Beginning balance $ 16,290 $ 1,491 Additions from the acquisition of iSocket — 11,778 Additions from the acquisition of Shiny — 3,021 Additions from the acquisition of Chango 52,513 — Ending balance $ 68,803 $ 16,290 |
Schedule of Finite-Lived Intangible Assets | Details of the Company’s intangible assets were as follows: September 30, 2015 December 31, 2014 (in thousands) Amortizable intangible assets: Developed technology $ 35,176 $ 13,176 In-process research and development 580 — Customer relationships 25,330 3,330 Backlog 3,090 — Non-compete agreements 4,990 490 Trademarks 253 3 Total identifiable intangible assets, gross 69,419 16,999 Total accumulated amortization—intangible assets (13,991 ) (2,909 ) Total identifiable intangible assets, net $ 55,428 $ 14,090 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2015 , the estimated remaining amortization expense associated with the Company’s intangible assets for each of the next five fiscal years was as follows: Fiscal Year Amount (in thousands) 2015 $ 4,646 2016 16,227 2017 13,725 2018 9,941 2019 and thereafter 10,889 Total $ 55,428 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 1,213 $ 12.42 Exercised (2,034 ) $ 5.33 Canceled (514 ) $ 11.64 Outstanding at September 30, 2015 6,778 $ 9.38 7.41 years $ 37,232 Vested and expected to vest September 30, 2015 6,336 $ 9.21 7.35 years $ 35,817 Exercisable at September 30, 2015 3,622 $ 7.25 6.69 years $ 26,660 |
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 Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Expected term (in years) 6.0 6.0 4.3 6.0 Risk-free interest rate 1.74 % 1.90 % 1.26 % 1.83 % Expected volatility 43 % 51 % 48 % 53 % Dividend yield — % — % — % — % |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the nine months ended September 30, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2014 1,750 Granted 552 Canceled (71 ) Vested (524 ) Nonvested shares of restricted stock outstanding at September 30, 2015 1,707 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the nine months ended September 30, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock units outstanding at December 31, 2014 845 Granted 2,161 Canceled (193 ) Vested (74 ) Nonvested shares of restricted stock units outstanding at September 30, 2015 2,739 |
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 consolidated statements of operations was as follows: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 (in thousands) Cost of revenue $ 65 $ 39 $ 177 $ 127 Sales and marketing 2,197 793 5,180 2,070 Technology and development 1,525 530 3,431 1,257 General and administrative 5,013 5,788 13,249 13,273 Total stock-based compensation $ 8,800 $ 7,150 $ 22,037 $ 16,727 |
Net Loss Per Share Attributab24
Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders | $ (3,009) | $ (4,622) | $ (19,983) | $ (21,218) |
Weighted-average common shares outstanding | 44,028 | 35,865 | 41,190 | 27,746 |
Weighted-average unvested restricted shares | (1,723) | (2,192) | (1,707) | (1,616) |
Weighted-average escrow shares | (997) | 0 | (636) | 0 |
Weighted-average common shares outstanding used to compute net loss per share attributable to common stockholders | 41,308 | 33,673 | 38,847 | 26,130 |
Basic and diluted net loss per share attributable to common stockholders | $ (0.07) | $ (0.14) | $ (0.51) | $ (0.81) |
Net Loss Per Share Attributab25
Net Loss Per Share Attributable to Common Stockholders (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 24, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total shares excluded from net loss per share attributable to common stockholders | 12,221,000 | 10,732,000 | |||
Preferred Stock Dividends, Income Statement Impact | $ 0 | $ 0 | $ 0 | $ 1,116 | |
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 | 6,778,000 | 8,246,000 | |||
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 | 1,707,000 | 2,188,000 | |||
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 | 2,739,000 | 298,000 | |||
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 | 997,000 | 0 | |||
iSocket | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 12,000 | $ 12,000 | |||
Chango | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 18,200 | $ 18,200 | $ 18,200 | ||
Business Combination, Contingent Consideration, Shares Held in Escrow | 126,098 | ||||
Business Combination, Contingent Consideration, Stock Price Trigger | $ 18.77 | ||||
Pro Forma [Member] | iSocket | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Contingent consideration, shares issued | 821,862 | ||||
Pro Forma [Member] | Chango | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Contingent consideration, shares issued | 957,407 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration liabilities | $ 27,483 | $ 11,448 | ||||
Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration liabilities | 27,483 | $ 27,622 | 11,448 | $ 0 | $ 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] | ||||||
Contingent consideration liabilities | 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] | ||||||
Contingent consideration liabilities | 0 | 0 | ||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration liabilities | 27,483 | 11,448 | ||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | 27,739 | 55,963 | ||||
Money Market Funds [Member] | 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] | ||||||
Available-for-sale Securities | 27,739 | 55,963 | ||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | 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 | ||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | 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, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | 12,785 | |||||
Corporate debt securities | 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] | ||||||
Available-for-sale Securities | 12,785 | |||||
Corporate debt securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | 0 | |||||
Corporate debt securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | 0 | |||||
U.S. Treasury, government and agency debt securities | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | 15,499 | |||||
U.S. Treasury, government and agency debt securities | 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] | ||||||
Available-for-sale Securities | 15,499 | |||||
U.S. Treasury, government and agency debt securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | 0 | |||||
U.S. Treasury, government and agency debt securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Available-for-sale Securities | $ 0 |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value) (Details) - Conversion of preferred stock warrants - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 0 | $ 0 | $ 0 | $ 5,451 |
Change in value of preferred stock warrants recorded in other expense, net | 0 | 0 | 0 | 732 |
Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant | 0 | 0 | 0 | (6,183) |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements Change
Fair Value Measurements Change In Fair Value Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Contingent consideration liability - Beginning Balance | $ 11,448 | |||
Change in fair value of contingent consideration | $ (139) | (136) | $ 0 | |
Contingent consideration liability - Ending Balance | 27,483 | 27,483 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Contingent consideration liability - Beginning Balance | 27,622 | $ 0 | 11,448 | 0 |
Change in fair value of contingent consideration | (139) | 0 | (136) | 0 |
Contingent consideration liability - Ending Balance | 27,483 | 0 | 27,483 | 0 |
Chango | Fair Value, Measurements, Recurring | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Change in fair value of contingent consideration | $ 0 | $ 0 | $ 16,171 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Apr. 24, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | $ 27,483 | $ 27,483 | $ 11,448 | ||||||
Change in fair value of contingent consideration | (139) | (136) | $ 0 | ||||||
Fair Value, Measurements, Recurring | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 27,483 | $ 0 | 27,483 | 0 | $ 27,622 | 11,448 | $ 0 | $ 0 | |
Change in fair value of contingent consideration | (139) | 0 | (136) | 0 | |||||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 0 | 0 | 0 | ||||||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 0 | 0 | 0 | ||||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 27,483 | $ 27,483 | 11,448 | ||||||
iSocket | |||||||||
Class of Stock [Line Items] | |||||||||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | ||||||||
Chango | |||||||||
Class of Stock [Line Items] | |||||||||
Business Combination, Contingent Consideration, Shares Held in Escrow | 126,098 | ||||||||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | ||||||||
Business Combination, Contingent Consideration, Stock Price Trigger | $ 18.77 | ||||||||
Chango | Fair Value, Measurements, Recurring | |||||||||
Class of Stock [Line Items] | |||||||||
Change in fair value of contingent consideration | 0 | $ 0 | $ 16,171 | $ 0 | |||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | 27,739 | 27,739 | 55,963 | ||||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | 27,739 | 27,739 | 55,963 | ||||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | 0 | 0 | 0 | ||||||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | $ 0 | $ 0 | $ 0 |
Other Balance Sheet Amounts (In
Other Balance Sheet Amounts (Investments in Marketable Securities) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Available-for-sale - short-term: | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | $ 21,461 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 21,461 |
Available-for-sale - short-term: | U.S. Treasury, government and agency debt securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 8,676 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 8,676 |
Available-for-sale - short-term: | Corporate debt securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 12,785 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | 12,785 |
Available-for-sale - long-term: | U.S. Treasury, government and agency debt securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 6,823 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | 0 |
Fair Value | $ 6,823 |
Other Balance Sheet Amounts (Am
Other Balance Sheet Amounts (Amortized cost and Fair Value of Marketable Securities) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Due in less than 1 year, Amortized Cost | $ 21,461 |
Due within 1-2 years, Amortized Cost | 6,823 |
Total, Amortized Cost | 28,284 |
Due in less than 1 year, Fair Value | 21,461 |
Due within 1-2 years, Fair Value | 6,823 |
Total, Fair Value | $ 28,284 |
Other Balance Sheet Amounts (Na
Other Balance Sheet Amounts (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Other Balance Sheet Amounts [Line Items] | ||
Weighted remaining contractual maturity | 8 months 4 days | |
Accounts Payable, Right to Offset, Current | $ 0.7 | $ 0.7 |
Other Noncurrent Assets [Member] | ||
Other Balance Sheet Amounts [Line Items] | ||
Restricted Cash and Cash Equivalents, Noncurrent | 1 | |
Prepaid Expenses and Other Current Assets [Member] | ||
Other Balance Sheet Amounts [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $ 0.3 | $ 0.4 |
(Accounts Payable and Accrued E
(Accounts Payable and Accrued Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts payable—seller | $ 146,439 | $ 138,366 |
Accounts payable—trade | 8,803 | 5,350 |
Accrued employee-related payables | 11,833 | 7,305 |
Accounts payable and accrued expenses | $ 167,075 | $ 151,021 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 24, 2015 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||
Unrecognized employee stock-based compensation | $ 16,200 | |
Chango | ||
Business Acquisition [Line Items] | ||
Fair value of common stock | $ 72,477 | |
Indemnification assets, shares held in escrow | 639,318 | |
Business Combination, Future Service, Shares Held in Escrow | 106,553 | |
Cash paid for outstanding debt and transaction expenses | $ 9,097 | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 18,200 | $ 18,200 |
Business Combination, Contingent Consideration, Shares Held in Escrow | 126,098 | |
Business Combination, Contingent Shares in Escrow, Value | $ 2,400 | |
Threshold trading days | 10 days | |
Business Combination, Contingent Consideration, Stock Price Trigger | $ 18.77 | |
Fair value of contingent consideration | $ 16,171 | |
Fair value attributed to pre-acquisition stock options exchanged | 4,318 | |
Unrecognized employee stock-based compensation | 2,400 | |
Deferred tax liabilities, intangible assets | 13,900 | |
Total deferred tax assets | 2,000 | |
Net operating loss acquired | $ 7,200 | |
Chango | Stock Option | ||
Business Acquisition [Line Items] | ||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Options Issued | 428,798 | |
Chango | General and Administrative Expense | ||
Business Acquisition [Line Items] | ||
Acquisition related costs | $ 1,300 | |
Chango | Common Stock | ||
Business Acquisition [Line Items] | ||
Equity interest issued, number of shares | 4,191,878 |
Business Combinations (Allocati
Business Combinations (Allocation of Total Purchase Considerations) (Details) - USD ($) $ in Thousands | Apr. 24, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 68,803 | $ 16,290 | $ 1,491 | |
Chango | ||||
Business Acquisition [Line Items] | ||||
Shares of the Company's common stock | $ 72,477 | |||
Estimated fair value of contingent consideration | 16,171 | |||
Fair value of stock-based awards exchanged | 4,318 | |||
Cash paid | 9,097 | |||
Working capital adjustment | (184) | |||
Total purchase consideration | 101,879 | |||
Cash acquired | 450 | |||
Accounts receivable | 13,333 | |||
Prepaid and other assets | 1,025 | |||
Fixed assets | 265 | |||
Intangible assets, including in process research and development of $580 | 52,420 | |||
Goodwill | 52,513 | |||
Total assets acquired | 120,006 | |||
Accounts payable and accrued expenses | 5,825 | |||
Other liabilities | 443 | |||
Deferred tax liability, net | 11,859 | |||
Total liabilities assumed | 18,127 | |||
Net assets acquired | 101,879 | |||
In-process research and development | Chango | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, including in process research and development of $580 | $ 580 |
Business Combinations (Acquired
Business Combinations (Acquired Intangible Assets and Estimated Useful Lives) (Details) - Chango $ in Thousands | Apr. 24, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 52,420 |
Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | 22,000 |
In-process research and development | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 580 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 22,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years |
Backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 3,090 |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 4,500 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 250 |
Minimum [Member] | Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years |
Maximum [Member] | Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years |
Maximum [Member] | Backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
Maximum [Member] | Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
Business Combinations Pro forma
Business Combinations Pro forma information (Details) - ChangoInc iSocketInc and ShinyInc [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Pro forma revenues | $ 64,253 | $ 41,983 | $ 171,127 | $ 111,156 |
Pro forma net loss | $ (2,924) | $ (11,779) | $ (23,324) | $ (50,832) |
Pro forma net loss per share | $ (0.07) | $ (0.31) | $ (0.56) | $ (1.71) |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 16,290 | $ 1,491 |
Ending balance | 68,803 | 16,290 |
iSocket | ||
Goodwill [Roll Forward] | ||
Additions from acquisitions | 0 | 11,778 |
Shiny | ||
Goodwill [Roll Forward] | ||
Additions from acquisitions | 0 | 3,021 |
Chango | ||
Goodwill [Roll Forward] | ||
Additions from acquisitions | $ 52,513 | $ 0 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 69,419 | $ 16,999 |
Total accumulated amortization—intangible assets | (13,991) | (2,909) |
Total | 55,428 | 14,090 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 35,176 | 13,176 |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 580 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 25,330 | 3,330 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 3,090 | 0 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 4,990 | 490 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 253 | $ 3 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $ 4.8 | $ 0.1 | $ 11.1 | $ 0.3 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,015 | $ 4,646 | |
2,016 | 16,227 | |
2,017 | 13,725 | |
2,018 | 9,941 | |
2019 and thereafter | 10,889 | |
Total | $ 55,428 | $ 14,090 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Vesting Period | 4 years |
Award Vesting Rights, Percentage | 25.00% |
Number of Shares Available for Grant | 1,422,562 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options Outstanding) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance | 8,113 |
Granted | 1,213 |
Exercised | (2,034) |
Canceled | (514) |
Ending balance | 6,778 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance | $ / shares | $ 8.05 |
Granted | $ / shares | 12.42 |
Exercised | $ / shares | 5.33 |
Canceled | $ / shares | 11.64 |
Ending balance | $ / shares | $ 9.38 |
Outstanding | 7 years 4 months 27 days |
Outstanding, aggregate intrinsic value | $ | $ 37,232 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |
Vested and expected to vest (in shares) | 6,336 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 9.21 |
Vested and expected to vest | 7 years 4 months 5 days |
Vested and expected to vest, aggregate intrinsic value | $ | $ 35,817 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Exercisable (in shares) | 3,622 |
Exercisable (in dollars per share) | $ / shares | $ 7.25 |
Exercisable | 6 years 8 months 10 days |
Exercisable, aggregate intrinsic value | $ | $ 26,660 |
Stock-Based Compensation (Sto44
Stock-Based Compensation (Stock Options Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Unrecognized employee stock-based compensation | $ 16,200 | $ 16,200 | |||
Weighted average grant date fair value | $ 9.47 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 6,778 | 6,778 | 8,113 | ||
Weighted average exercise price | $ 9.38 | $ 9.38 | $ 8.05 | ||
Vesting Period | 4 years | ||||
Stock-based compensation expense | $ 8,800 | $ 7,150 | $ 22,037 | $ 16,727 | |
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized employee stock-based compensation, period for recognition | 1 year 8 months 24 days |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 11 months 23 days | 6 years | 4 years 3 months 25 days | 6 years 5 days |
Risk-free interest rate | 1.74% | 1.90% | 1.26% | 1.83% |
Expected volatility | 43.00% | 51.00% | 48.00% | 53.00% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 months | |||
Risk-free interest rate | 0.09% | |||
Expected volatility | 51.00% | |||
Dividend yield | 0.00% |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Activity) (Details) - Restricted Stock shares in Thousands | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 1,750 |
Granted | 552 |
Canceled | (71) |
Vested | (524) |
Ending balance | 1,707 |
Stock-Based Compensation (Res47
Stock-Based Compensation (Restricted Stock Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 4 years | ||||
Stock-based compensation expense | $ 8,800 | $ 7,150 | $ 22,037 | $ 16,727 | |
Unvested restricted stock awards | Vesting, Requisite Service Conditions [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized employee stock-based compensation | 13,200 | $ 13,200 | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 2 months 25 days | ||||
Grant date fair value | $ 16.75 | ||||
Unvested restricted stock awards | Vesting, Stock Price Performance [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized employee stock-based compensation | 3,400 | $ 3,400 | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 6 months 15 days | ||||
Grant date fair value | $ 13.81 | ||||
Unvested restricted stock awards | Vesting, Marketing Conditions [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized employee stock-based compensation | $ 1,300 | $ 1,300 | |||
Unrecognized employee stock-based compensation, period for recognition | 5 years 7 months 18 days |
Stock-Based Compensation (Res48
Stock-Based Compensation (Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) shares in Thousands | 9 Months Ended |
Sep. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 845 |
Granted | 2,161 |
Canceled | (193) |
Vested | (74) |
Ending balance | 2,739 |
Stock-Based Compensation (Res49
Stock-Based Compensation (Restricted Stock Units Narrative) (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized employee stock-based compensation | $ 29.8 |
Unrecognized employee stock-based compensation, period for recognition | 3 years 5 months 20 days |
Weighted Average Grant Date Value Per Share | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value | $ / shares | $ 16.59 |
Stock-Based Compensation (Emplo
Stock-Based Compensation (Employee Stock Purchase Plan Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 01, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 8,800 | $ 7,150 | $ 22,037 | $ 16,727 | ||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term (in years) | 6 months | |||||
Expected volatility | 51.00% | |||||
Dividend yield | 0.00% | |||||
Risk-free interest rate | 0.09% | |||||
2014 Employee Stock Purchase Plan | Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum employee subscription rate | 10.00% | 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% | |||||
Issuance of common stock related to employee stock purchase plan (in shares) | 68,516 | |||||
Stock-based compensation expense | $ 500 |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 8,800 | $ 7,150 | $ 22,037 | $ 16,727 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 65 | 39 | 177 | 127 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,197 | 793 | 5,180 | 2,070 |
Technology and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,525 | 530 | 3,431 | 1,257 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,013 | $ 5,788 | $ 13,249 | $ 13,273 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ (2,083) | $ (17) | $ (2,412) | $ 145 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating Leases, Rent Expense | $ 1.6 | $ 1.6 | $ 3.9 | $ 4.6 |
Operating Leases Entered Since Prior Year End Future Minimum Payments Due | 4.1 | 4.1 | ||
Other Commitments [Line Items] | ||||
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals, increase | $ 8.9 | |||
Acquisition Fee, Percentage of Consideration Due | 2.50% | |||
London Lease [Member] | Financial Standby Letter of Credit [Member] | ||||
Other Commitments [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 0.4 | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Dec. 31, 2015USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Operating Leases Entered Since Current Quarter End Future Minimum Payments Due | $ 5.8 |