Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | RUBICON PROJECT, INC. | ||
Entity Central Index Key | 1,595,974 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 47,178,441 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 424.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 116,499 | $ 97,196 |
Accounts receivable, net | 218,235 | 133,267 |
Marketable securities, prepaid expenses, and other current assets | 30,973 | 7,514 |
TOTAL CURRENT ASSETS | 365,707 | 237,977 |
Property and equipment, net | 25,403 | 15,196 |
Internal use software development costs, net | 13,929 | 11,501 |
Goodwill | 65,705 | 16,290 |
Intangible assets, net | 50,783 | 14,090 |
Marketable securities and other assets, non-current | 15,209 | 1,427 |
TOTAL ASSETS | 536,736 | 296,481 |
Current liabilities: | ||
Accounts payable and accrued expenses | 247,967 | 151,021 |
Debt and capital lease obligations, current portion | 0 | 105 |
Other current liabilities | 2,196 | 3,276 |
TOTAL CURRENT LIABILITIES | 250,163 | 154,402 |
Other liabilities, non-current | 2,247 | 1,272 |
Deferred tax liability, net | 6,225 | 607 |
Contingent consideration liabilities | 0 | 11,448 |
TOTAL LIABILITIES | $ 258,635 | $ 167,729 |
Commitments and contingencies (Note 17) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at December 31, 2015 and December 31, 2014; 0 shares issued and outstanding at December 31, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2015 and December 31, 2014; 46,600 and 37,192 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively | 0 | 0 |
Additional paid-in capital | 358,406 | 209,472 |
Accumulated other comprehensive loss | (15) | (8) |
Accumulated deficit | (80,290) | (80,712) |
TOTAL STOCKHOLDERS’ EQUITY | 278,101 | 128,752 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 536,736 | $ 296,481 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 46,600,000 | 37,192,000 |
Common stock, shares, outstanding | 46,600,000 | 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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 248,484 | $ 125,295 | $ 83,830 |
Expenses: | |||
Cost of revenue | 58,495 | 20,754 | 15,358 |
Sales and marketing | 83,333 | 43,203 | 25,811 |
Technology and development | 42,055 | 22,718 | 18,615 |
General and administrative | 70,199 | 57,398 | 27,926 |
Total expenses | 254,082 | 144,073 | 87,710 |
Loss from operations | (5,598) | (18,778) | (3,880) |
Other (income) expense | |||
Interest (income) expense, net | (59) | 110 | 273 |
Change in fair value of preferred stock warrant liabilities | 0 | 732 | 4,121 |
Foreign exchange (gain) loss, net | (1,400) | (1,119) | 728 |
Total other (income) expense, net | (1,459) | (277) | 5,122 |
Loss before income taxes | (4,139) | (18,501) | (9,002) |
Provision (benefit) for income taxes | (4,561) | 172 | 247 |
Net income (loss) | 422 | (18,673) | (9,249) |
Cumulative preferred stock dividends | 0 | (1,116) | (4,244) |
Net income (loss) attributable to common stockholders | $ 422 | $ (19,789) | $ (13,493) |
Net income (loss) per share attributable to common stockholders: | |||
Basic (usd per share) | $ 0.01 | $ (0.70) | $ (1.17) |
Diluted (usd per share) | $ 0.01 | $ (0.70) | $ (1.17) |
Net income (loss) per share attributable to common stockholders: | |||
Basic (in shares) | 39,663 | 28,217 | 11,488 |
Diluted (in shares) | 44,495 | 28,217 | 11,488 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 422 | $ (18,673) | $ (9,249) |
Other comprehensive income (loss): | |||
Unrealized loss on investments, net of tax | (68) | 0 | 0 |
Foreign currency translation adjustments | 61 | (104) | 1 |
Comprehensive income (loss) | $ 415 | $ (18,777) | $ (9,248) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Temporary Equity, Shares Outstanding | 28,820 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 52,571 | |||||
Beginning Balance (in shares) at Dec. 31, 2012 | 11,401 | |||||
Beginning Balance at Dec. 31, 2012 | $ (34,562) | $ 18,133 | $ 95 | $ (52,790) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of common stock options (in shares) | 454 | |||||
Exercise of common stock options | 866 | 866 | ||||
Stock-based compensation | 6,533 | 6,533 | ||||
Foreign exchange translation adjustment | 1 | 1 | ||||
Unrealized loss on investments, net of tax | 0 | |||||
Net income (loss) | (9,249) | (9,249) | ||||
Ending Balance (in shares) at Dec. 31, 2013 | 11,855 | |||||
Ending Balance at Dec. 31, 2013 | (36,411) | 25,532 | 96 | (62,039) | ||
Temporary Equity, Shares Outstanding | 28,820 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 52,571 | |||||
Exercise of common stock options (in shares) | 1,360 | |||||
Exercise of common stock options | 3,498 | 3,498 | ||||
Restricted stock awards, net (in shares) | 2,168 | |||||
Shares withheld related to net share settlement (in shares) | (174) | |||||
Shares withheld related to net share settlement | (2,324) | (2,324) | ||||
Issuance of common stock related to RSU vesting (in shares) | 4 | |||||
Issuance of common stock related to acquisition (in shares) | 841 | |||||
Issuance of common stock related to acquisition | 13,342 | 13,342 | ||||
Stock-based compensation | 24,470 | 24,470 | ||||
Foreign exchange translation adjustment | (104) | (104) | ||||
Unrealized loss on investments, net of tax | 0 | |||||
Net income (loss) | $ (18,673) | (18,673) | ||||
Ending Balance (in shares) at Dec. 31, 2014 | 37,192 | 37,192 | ||||
Ending Balance at Dec. 31, 2014 | $ 128,752 | $ 0 | 209,472 | (8) | (80,712) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Issued During Period Shares, Stock Warrants Net Exercised | 572 | |||||
Stock Issued During Period, Value, Stock Warrants Net Exercised | 5,983 | 5,983 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (29,392) | (14,696) | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 52,571 | $ (52,571) | 52,571 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | 200 | 200 | ||||
Stock Issued During Period, Shares, New Issues | 6,432 | |||||
Stock Issued During Period, Value, New Issues | 86,200 | 86,200 | ||||
Net Exercise Of Warrant, Shares, Common Stock | 10 | |||||
Temporary Equity, Shares Outstanding | 0 | |||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 | |||||
Exercise of common stock options (in shares) | 2,552 | |||||
Exercise of common stock options | 13,533 | 13,533 | ||||
Restricted stock awards, net (in shares) | 479 | |||||
Issuance of common stock related to RSU vesting (in shares) | 229 | |||||
Issuance of common stock related to employee stock purchase plan (in shares) | 170 | |||||
Issuance of common stock related to employee stock purchase plan | 2,040 | 2,040 | ||||
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 | 76,350 | 76,350 | ||||
Issuance of common stock for contingent consideration associated with acquisitions (in shares) | 1,553 | |||||
Issuance of common stock for contingent consideration associated with acquisitions | 25,608 | 25,608 | ||||
Stock-based compensation | 31,403 | 31,403 | ||||
Foreign exchange translation adjustment | 61 | 61 | ||||
Unrealized loss on investments, net of tax | (68) | (68) | ||||
Net income (loss) | $ 422 | 422 | ||||
Ending Balance (in shares) at Dec. 31, 2015 | 46,600 | 46,600 | ||||
Ending Balance at Dec. 31, 2015 | $ 278,101 | $ 0 | $ 358,406 | $ (15) | $ (80,290) | |
Temporary Equity, Shares Outstanding | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 0 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ 422 | $ (18,673) | $ (9,249) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 31,010 | 12,517 | 8,438 |
Stock-based compensation | 30,584 | 23,846 | 6,352 |
Loss (gain) on disposal of property and equipment, net | 58 | 202 | (7) |
Change in fair value of preferred stock warrant liabilities | 0 | 732 | 4,121 |
Change in fair value of contingent consideration | 306 | 66 | 0 |
Unrealized foreign currency (gains) losses, net | (72) | (763) | 68 |
Deferred income taxes | (5,286) | (145) | 0 |
Changes in operating assets and liabilities, net of effect of business acquisitions: | |||
Accounts receivable | (71,796) | (38,023) | (27,102) |
Prepaid expenses and other assets | (1,073) | (2,152) | (1,966) |
Accounts payable and accrued expenses | 93,135 | 29,861 | 39,168 |
Other liabilities | (432) | (823) | 1,269 |
Net cash provided by operating activities | 76,856 | 6,645 | 21,092 |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment, net | (20,104) | (10,706) | (6,785) |
Capitalized internal use software development costs | (8,333) | (8,779) | (3,926) |
Acquisitions, net of cash acquired | (8,647) | (3,983) | 0 |
Investments in available-for-sale securities | (48,801) | 0 | 0 |
Maturities of available-for-sale securities | 12,001 | 0 | 0 |
Change in restricted cash | 1,023 | 345 | (1,151) |
Net cash used in investing activities | (72,861) | (23,123) | (11,862) |
FINANCING ACTIVITIES: | |||
Proceeds from the issuance of common stock in initial public offering, net of underwriting discounts and commissions | 0 | 89,733 | 0 |
Payments of initial public offering costs | 0 | (3,037) | (496) |
Proceeds from exercise of stock options | 13,533 | 3,498 | 866 |
Proceeds from issuance of common stock under employee stock purchase plan | 2,040 | 0 | 0 |
Taxes paid related to net share settlement | 0 | (2,324) | 0 |
Repayment of debt and capital lease obligations | (105) | (4,076) | (1,166) |
Net cash provided by (used in) financing activities | 15,468 | 83,794 | (796) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (160) | (76) | (94) |
CHANGE IN CASH AND CASH EQUIVALENTS | 19,303 | 67,240 | 8,340 |
CASH AND CASH EQUIVALENTS--Beginning of period | 97,196 | 29,956 | 21,616 |
CASH AND CASH EQUIVALENTS--End of period | 116,499 | 97,196 | 29,956 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 1,069 | 403 | 307 |
Cash paid for interest | 62 | 122 | 241 |
Capitalized assets financed by accounts payable and accrued expenses | 342 | 1,872 | 194 |
Leasehold improvements paid by landlord | 0 | 803 | 0 |
Capitalized stock-based compensation | 819 | 624 | 181 |
Conversion of preferred stock to common stock | 0 | 52,571 | 0 |
Reclassification of preferred stock warrant liabilities to additional-paid-in-capital | 0 | 6,183 | 0 |
Reclassification of deferred offering costs to additional-paid-in-capital | 0 | 3,533 | 0 |
Deferred offering costs included in accounts payable and accrued expenses | 0 | 0 | 865 |
Common stock and options issued for business acquisitions | 76,534 | 13,342 | 0 |
Conversion of contingent consideration to common stock | $ 25,608 | $ 0 | $ 0 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations 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, mobile 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. Initial Public Offering In April 2014 , the Company completed an initial public offering, or IPO, whereby 6,432,445 shares of common stock were issued and sold by the Company, and 1,354,199 shares of common stock were sold by selling stockholders. Upon the closing of the IPO, all outstanding shares of preferred stock of the Company converted into common stock. See Note 12. Risks The Company is subject to certain business risks, including competition, the Company's ability to adapt its offering in response to market evolution and to maintain market acceptance of its platform solution, the Company's ability to source demand from buyers of advertising inventory and source supply from sellers of advertising inventory, dependence on growth to achieve its business plan, and pricing pressure, among other things. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the operations of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Segments Management has determined that the Company operates as one segment. The Company’s chief operating decision maker reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. Stock Split On March 18, 2014 , the Company effected a 1-for-2 reverse stock split of its common stock. The convertible preferred stock was not split at March 18, 2014 ; instead the convertible preferred stock conversion ratio was adjusted to effect the stock split at the time of conversion of the preferred stock to common stock. All share, per share and related information presented in the consolidated financial statements and accompanying notes has been retroactively adjusted, where applicable, to reflect the reverse stock split. Reclassifications Certain amounts related to deferred tax liabilities in the consolidated balance sheet for December 31, 2014 have been reclassified to conform with current-period presentation. Certain amounts related to the income tax disclosure for December 31, 2014 and 2013 have been reclassified to conform to current period presentation. Use of Estimates The preparation of 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. On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (ii) accounts receivable and allowances for doubtful accounts, (iii) the useful lives of intangible assets and property and equipment, (iv) valuation of long-lived assets and their recoverability, including goodwill, (v) the realization of tax assets and estimates of tax liabilities, (vi) the valuation of common and preferred stock and preferred stock warrants prior to the Company’s IPO, (vii) assumptions used in valuation models to determine the fair value of stock-based awards, (viii) fair value of financial instruments, (ix) the recognition and disclosure of contingent liabilities, and (x) the assumptions used in valuing acquired assets and assumed liabilities in business combinations. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock and business combinations require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. Revenue Recognition The Company updated its revenue recognition policy to include transactions for which the Company manages campaigns on behalf of buyers, function as principal, 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 mobile application. The Company assesses whether fees are fixed or determinable based on impressions delivered and the contractual terms of the arrangements. 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 reports 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. Stock-Based Compensation Compensation expense related to employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted awards to employees that vest based solely on continued service, or service conditions, awards that vest based on the achievement of performance targets, or performance conditions, and awards that vest based on the Company's stock price exceeding a peer index, or market conditions. The fair value of each option award containing service and/or performance conditions is estimated on the grant date using the Black-Scholes option-pricing model. The fair value of awards containing market conditions is estimated using a Monte-Carlo lattice model. For service condition awards, stock-based compensation expense is recognized on a straight-line basis, net of forfeitures, over the requisite service periods of the awards, which is generally four years. For performance condition and market condition awards, stock-based compensation expense is recognized using a graded vesting model over the requisite service period of the awards. For market condition awards, expense recognized is not subsequently reversed if the market conditions are not achieved. Stock-based awards issued to non-employees are accounted for at fair value determined by using the Black-Scholes option-pricing model. The Company believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The fair value of each non-employee stock-based compensation award is re-measured each period until a commitment date is reached, which is generally the vesting date. Determining the fair value of stock-based awards at the grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model and Monte-Carlo lattice model requires the input of subjective assumptions such as the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and for periods prior to the Company's IPO, the fair value of the Company's common stock. The assumptions used in the Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. These assumptions and estimates are as follows: Fair Value of Common Stock. For stock options granted subsequent to the Company's IPO, the fair value of common stock is based on the closing price of the Company's common stock as reported on the New York Stock Exchange, or the NYSE, on the date of grant. Prior to the IPO, the board of directors determined the fair value of the common stock at the time of the grant of options and restricted stock awards by considering a number of objective and subjective factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants titled Valuation of Privately Held Company Equity Securities Issued as Compensation. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the term of employee stock option awards. Expected Term. For employee options that contain service conditions, the Company applies the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. The expected term of employee stock options that contain performance conditions represents the weighted-average period that the stock options are estimated to remain outstanding. Volatility. Because the Company does not have significant trading history for the Company’s common stock, the Company determines the price volatility based on the historical volatilities of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the stock option grants. Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future, so the Company used an expected dividend yield of zero . In addition to the above assumptions, the Company also estimates a forfeiture rate to calculate the stock-based compensation expense for stock-based awards. The Company’s forfeiture rate is based on an analysis of the Company’s historical forfeitures and estimated future forfeitures. Changes in the estimated forfeiture rate may have a significant impact on the Company’s stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. The Company will continue to use judgment in evaluating the assumptions related to the Company’s stock-based compensation. Future expense amounts for any particular period could be affected by changes in the Company’s assumptions or market conditions. Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any tax benefit attributable to stock-based awards for the years ended December 31, 2015 , 2014 and 2013 . Income Taxes Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the Company’s consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. The Company has established a full valuation allowance to offset its domestic net deferred tax assets due to the uncertainty of realizing future tax benefits from the net operating loss carryforwards and other deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision (benefit) in the consolidated statements of operations. The Company recognizes excess tax benefits associated with stock-based compensation to stockholders’ equity only when realized based on applying a with-and-without approach. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Net income (loss) attributable to common stockholders is equal to net income (loss) adjusted for declared or cumulative preferred stock dividends for the period. Prior to the IPO, because the holders of the Company’s convertible preferred stock were entitled to participate in dividends, the Company applied the two-class method in calculating earnings per share for periods when the Company generated net income. The two-class method requires net income to be allocated between the common and preferred stockholders based on their respective rights to receive dividends, whether or not declared. However, because the convertible preferred stock was not contractually obligated to share in the Company’s income (losses), no such allocation was made for any period presented given the Company’s net income (losses). Diluted income (loss) per share attributable to common stockholders adjusts the basic weighted-average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, restricted stock awards, restricted stock units, potential shares issued under the Company's Employee Stock Purchase Plan, shares held in escrow and potential shares issuable as part of contingent consideration as a result of business combinations, warrants and convertible preferred stock. For purposes of this calculation, potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share attributable to common stockholders if their effect is anti-dilutive. Prior to the Company's IPO, the Company had two classes of stock, Class A and Class B. Basic and diluted net income (loss) per share attributable to common stockholders were the same for Class A and Class B common stock because they were entitled to the same liquidation and dividend rights. In connection with the IPO, the outstanding shares of Class A common stock and Class B common stock were converted into shares of a single class of common stock on a one -for-one basis. See Note 12. Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income (loss) and foreign currency translation adjustments. 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 marketable securities, prepaid expenses, 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 marketable securities and 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 in the consolidated statements of comprehensive income (loss) and 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. Restricted Cash The Company classifies certain restricted cash balances within marketable securities, prepaid expenses and other current assets and marketable securities and other assets, non-current on the consolidated balance sheets based upon the term of the remaining restrictions. At December 31, 2015 , restricted cash was held as collateral for credit cards. At December 31, 2014 , restricted cash was held as security under certain building leases and as collateral for credit cards. At December 31, 2015 and 2014 , restricted cash included in prepaid expenses and other current assets was $0.3 million and $0.4 million , respectively. At December 31, 2015 and 2014 , restricted cash included in other assets, non-current was zero and $1.0 million , respectively. Accounts Receivable Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current customer information, subsequent collection history and other relevant data. The Company reviews the allowance for doubtful accounts on a quarterly basis. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company’s allowance for doubtful accounts was approximately $1.0 million and $0.3 million at December 31, 2015 and 2014 , respectively. During the years ended December 31, 2015 and 2014 , the Company reserved an additional $0.9 million and $0.2 million , respectively, for doubtful accounts. During the years ended December 31, 2015 , 2014 , and 2013 , the Company wrote-off $0.2 million , $0.6 million , and $0.4 million , respectively, of accounts receivable. Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful Computer equipment under capital leases Shorter of useful Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. Internal Use Software Development Costs The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the results of operations. Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal use when both the preliminary project stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. Internal use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. The Company does not transfer ownership of its software, or lease its software, to third parties. Intangible Assets Intangible assets primarily consist of acquired developed technology, customer relationships and non-compete agreements resulting from business combinations, which are recorded at acquisition-date fair value, less accumulated amortization. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. The estimated useful lives of the Company’s intangible assets are as follows: Years Developed technology 3 to 5 Customer relationships 2.5 to 5 Non-compete agreements 2 to 3 Other intangible assets 0.5 to 1 Impairment of Long-Lived Assets including Internal Use Capitalized Software Costs The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-business combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders The following table presents the basic and diluted net income (loss) per share attributable to common stockholders: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (In thousands, except per share data) Basic EPS: Net income (loss) attributable to common stockholders $ 422 $ (19,789 ) $ (13,493 ) Weighted-average common shares outstanding 42,067 29,921 11,540 Weighted-average unvested restricted shares (1,677 ) (1,704 ) (52 ) Weighted-average escrow shares (727 ) — — Weighted-average common shares outstanding used to compute net income (loss) per share attributable to common stockholders 39,663 28,217 11,488 Basic net income (loss) per share attributable to common stockholders $ 0.01 $ (0.70 ) $ (1.17 ) Diluted EPS: Net income (loss) attributable to common stockholders $ 422 $ (19,789 ) $ (13,493 ) Weighted-average common shares used in basic EPS 39,663 28,217 11,488 Dilutive effect of weighted-average common stock options 2,510 — — Dilutive effect of weighted-average restricted stock awards 532 — — Dilutive effect of weighted-average restricted stock units 426 — — Dilutive effect of weighted-average ESPP 25 — — Dilutive effect of weighted-average escrow shares 591 — — Dilutive effect of weighted-average contingent shares 748 — — Weighted-average shares used to compute diluted net income (loss) per share attributable to common stockholders 44,495 28,217 11,488 Diluted net income (loss) per share attributable to common stockholders $ 0.01 $ (0.70 ) $ (1.17 ) 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: December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Options to purchase common stock — 8,113 8,360 Unvested restricted stock awards — 1,750 — Unvested restricted stock units — 845 — Shares held in escrow — 125 — Contingent shares 704 — — Conversion of convertible preferred stock — — 14,410 Conversion of preferred stock warrants — — 436 Total shares excluded from net income (loss) per share attributable to common stockholders 704 10,833 23,206 Prior to December 31, 2015 , shares contingently issuable if certain milestones were achieved on December 31, 2015 related to business combinations that occurred during the year ended December 31, 2014 were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders for the year ended December 31, 2014 . In connection with the acquisition of Chango, which occurred during the year ended December 31, 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 were achieved by December 31, 2015. The Company had the option to pay the contingent consideration in cash or common stock, or a combination thereof. As of December 31, 2015 , the entire contingent consideration issuable in connection with the Chango acquisition was deemed earned (See Note 7). The Company elected to pay the contingent consideration in shares, with the number of shares issued in connection with the contingent consideration based on the greater of the volume-weighted-average closing prices of the Company's common stock for the ten consecutive trading days ending on (and including) the trading day that is one day prior to December 31, 2015 and $18.77 . On December 31, 2015 , the Company issued 971,481 shares in connection with the contingent consideration and released 126,098 shares from escrow. These shares were included in the calculation of basic net income (loss) per share attributable to common stockholders effective December 31, 2015 , the date of issuance, and were included in the calculation of diluted net income (loss) per share attributable to common stockholders for periods between the date of acquisition and immediately prior to December 31, 2015 . In connection with the acquisition of iSocket, Inc., or iSocket, which occurred during the year ended December 31, 2014 , the Company was required to issue up to $9.6 million of contingent consideration payable in shares of common stock if certain performance milestones were achieved by December 31, 2015. The number of shares issued was 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. On December 31, 2015 , the Company issued 585,170 shares in connection with the contingent consideration. These shares were included in the calculation of basic net income (loss) per share attributable to common stockholders effective December 31, 2015 , the date of issuance, and were excluded in the calculation of diluted net income (loss) per share attributable to common stockholders for periods between the date of acquisition and immediately prior to December 31, 2015 because they were anti-dilutive. For the years ended December 31, 2014 and 2013 , the Company increased net loss by $1.1 million and $4.2 million , respectively, 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. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Investments | Investments Investments in marketable securities presented within prepaid expenses and other current assets and other assets, non-current on the consolidated balance sheet as of December 31, 2015 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale - short-term: U.S. Treasury, government and agency debt securities $ 10,485 $ — $ (22 ) $ 10,463 Corporate debt securities 12,786 — — 12,786 Total $ 23,271 $ — $ (22 ) $ 23,249 Available-for-sale - long-term: U.S. Treasury, government and agency debt securities $ 13,529 $ — $ (46 ) $ 13,483 As of December 31, 2015 , the Company's available-for-sale securities had a weighted remaining contractual maturity of 0.8 years . For the year ended December 31, 2015 , there were no gross realized gains and gross realized losses and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive loss into the consolidated statements of operations for the maturities 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 December 31, 2015 , by contractual years-to-maturity are as follows: Amortized Cost Fair Value (in thousands) Due in less than 1 year $ 23,271 $ 23,249 Due within 1-2 years 13,529 13,483 Total $ 36,800 $ 36,732 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Major classes of property and equipment were as follows: December 31, 2015 December 31, 2014 (in thousands) Purchased software $ 1,706 $ 1,651 Computer equipment and network hardware 40,765 24,673 Furniture, fixtures and office equipment 1,959 1,491 Leasehold improvements 3,237 2,994 Gross property and equipment 47,667 30,809 Accumulated depreciation (22,264 ) (15,613 ) Net property and equipment $ 25,403 $ 15,196 Depreciation expense on property and equipment totaled $8.6 million , $6.5 million , and $4.9 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. At December 31, 2015 , the Company had no property and equipment under capital leases. At December 31, 2014 , property and equipment includes property and equipment under capital leases with a cost basis of $0.6 million . Accumulated depreciation on property and equipment under capital leases at December 31, 2014 was $0.5 million . Depreciation expense on property and equipment under capital leases was zero , $0.3 million and $0.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. There were no impairment charges to property and equipment for the years ended December 31, 2015 , 2014 , and 2013 . |
Internal Use Software Developme
Internal Use Software Development Costs | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Internal Use Software Development Costs | Internal Use Software Development Costs Internal use software development costs were as follows: December 31, 2015 December 31, 2014 (in thousands) Internal use software development costs, gross $ 27,265 $ 20,926 Accumulated amortization (13,336 ) (9,425 ) Internal use software development costs, net $ 13,929 $ 11,501 During the years ended December 31, 2015 , 2014 and 2013 , the Company capitalized $9.2 million , $9.4 million , and $4.1 million of internal use software development costs. Amortization expense was $6.7 million , $5.1 million , and $2.7 million for the years ended December 31, 2015 , 2014 , and 2013 . In the years ended December 31, 2015 , 2014 , and 2013 , amortization expense included the write-off of software development costs, net, of $1.5 million , $0.7 million , and $0.2 million respectively. Based on the Company’s internal use software development costs at December 31, 2015 , estimated amortization expense of $6.5 million , $4.9 million , $2.4 million , and $0.2 million is expected to be recognized in 2016 , 2017 , 2018 , and 2019 , respectively. There were no impairment charges to internal use software development costs for the years ended December 31, 2015 , 2014 and 2013 . |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 2015 Acquisition 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 were expensed in the Company's post acquisition consolidated 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 cash or shares 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 had the option to pay the contingent consideration in cash or common stock, or a combination thereof. The number of shares issued in connection with the contingent consideration, excluding the escrow shares, was based on a price per share of $18.77 . On the Acquisition Date, 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 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 was recorded as a non-current liability in the consolidated balance sheet as the contingent consideration was payable in a variable number of shares at the Acquisition Date. Changes in the fair value of the contingent consideration liability were 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 were primarily dependent on prices of the Company's common stock for periods subsequent to the Acquisition Date. On December 31, 2015 , the Company converted the contingent consideration to equity and issued 971,481 shares in addition to releasing 126,098 shares from escrow. 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 was 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 statements of operations over their remaining requisite service (vesting) periods. During the fourth quarter of 2015, the Company recorded a decrease to goodwill related to the Chango acquisition for an insignificant adjustment to purchase price associated with the fair value of stock-based awards exchanged in the amount of $0.3 million and a reduction to the fair value of stock options exchanged on the Acquisition Date attributable to post-acquisition services of $0.7 million . 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. During the fourth quarter of 2015, the Company recorded a decrease to goodwill related to the Chango acquisition for a measurement period adjustment for a reduction in deferred tax liabilities in the amount of $0.5 million . 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 4,058 Cash paid 9,097 Working capital adjustment (184 ) Total purchase consideration 101,619 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 51,732 Total assets acquired $ 119,225 Accounts payable and accrued expenses 5,825 Other liabilities 443 Deferred tax liability, net 11,338 Total liabilities assumed 17,606 Total net assets acquired $ 101,619 The fair value of the consideration transferred to acquire Chango was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition as set forth above. This allocation was final as of December 31, 2015. The following table summarizes the components of the acquired intangible assets and estimated useful lives (dollars in thousands): Estimated Useful Life Developed 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 * In-process research and development was completed and placed in service as of December 31, 2015 and amortization commenced. 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 statements 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 year ended December 31, 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 $6.9 million . Unaudited Pro Forma Information - 2015 Acquisition The following table provides unaudited pro forma information as if 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 Chango or recognition of compensation expense relating to the contingent consideration. 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. Year Ended December 31, 2015 December 31, 2014 (in thousands, except per share data) Pro forma revenues $ 265,134 $ 167,860 Pro forma net income (loss) $ 673 $ (39,225 ) Pro forma net income (loss) per share, basic $ 0.02 $ (1.27 ) Pro forma net income(loss) per share, diluted $ 0.01 $ (1.27 ) 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. 2014 Acquisitions iSocket, Inc. On November 17, 2014 , the Company completed the acquisition of all the issued and outstanding shares of iSocket, Inc., or iSocket, a San Francisco, California based technology company focused on automating the direct buying and selling of premium, guaranteed ad inventory. iSocket provided automated applications for advertisers to plan, negotiate and purchase guaranteed inventory and for publishers to manage and streamline the direct sales process. Purchase consideration for the acquisition was 840,885 shares of the Company’s common stock, with a fair value of approximately $11.2 million , based on the Company’s common stock price as reported on the NYSE on the acquisition date. 125,116 of the 840,885 shares were placed in escrow to secure post-closing indemnification obligations of the sellers and any shares remaining in escrow after satisfaction of any resolved indemnity claims, less any shares withheld to satisfy pending claims, will be released from escrow on February 17, 2016 . The purchase consideration also included contingent consideration of up to $12.0 million worth of common stock if certain performance milestones were achieved by December 31, 2015. The number of shares to be issued was based on the average closing price of the Company's common stock for the ten consecutive trading days ending on (and including) the last trading day of 2015. The Company determined it was probable that the performance milestones would be achieved and accordingly, the full amount of the contingent consideration of $12.0 million was discounted to fair value at a discount rate of 4.8% , based on an estimate of the Company's incremental borrowing rate. In accordance with ASC 480, Distinguishing Liabilities from Equity , the contingent consideration was recorded as a non-current liability in the consolidated balance sheet as the contingent consideration was payable in a variable number of shares. During the fourth quarter of 2015, the Company identified an error in its consolidated financial statements for the year ended December 31, 2014 relating to the calculation of the contingent consideration amount associated with the acquisition of iSocket, which was completed on November 17, 2014 . The contingent consideration amount with a fair value of $11.4 million on the date of acquisition was to be reduced by amounts associated with shares of the Company’s common stock subject to in-the-money options that were assumed as part of the acquisition. As a result, the contingent consideration amount should have been a fair value of approximately $9.1 million on the date of acquisition. The fair value of the assumed options was properly included in the initial accounting. As a result, the purchase price, the fair value of the contingent consideration, and goodwill were overstated as of the acquisition date and as of December 31, 2014 by approximately $2.3 million . The impact of change in fair value to the previously issued income statement for the year ended December 31, 2014 was insignificant. The Company has concluded that the correction of the error was not material to the consolidated financial statements for the year ended December 31, 2015 or to any previously issued annual or interim financial statements. On December 31, 2015 , the Company converted the contingent consideration to equity and issued 585,170 shares. As part of the acquisition, existing stock options to purchase common stock of iSocket, were exchanged for options to purchase shares of the Company's common stock. The fair value of stock options exchanged, measured on the acquisition date, of $3.1 million was attributed to pre-acquisition and post-acquisition services. The fair value attributed to pre-acquisition services of $2.1 million was recorded as purchase consideration and the fair value attributed to post-acquisition services of $1.0 million is expected to be recognized as compensation expense on the Company's consolidated statements of operations over their remaining 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): Fair value of common stock $ 11,200 Fair value of contingent consideration 9,065 Fair value attributed to pre-acquisition stock options exchanged 2,142 Total purchase consideration, including contingent consideration 22,407 Other assets, including cash acquired of $0.6 million 1,521 Intangible assets 12,193 Goodwill 9,461 Other liabilities (768 ) Net assets acquired $ 22,407 The following table summarizes the components of the acquired intangible assets and estimated useful lives (dollars in thousands): Estimated Useful Life Developed technology $ 9,310 5.0 years Customer Relationships 2,880 2.5 years Trademarks 3 0.5 years Total intangible assets acquired $ 12,193 Goodwill 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. Goodwill generated in the iSocket acquisition is not deductible for tax purposes. The Company recognized approximately $0.4 million of acquisition related costs during the year ended December 31, 2014 , that are recorded within general and administrative expenses in the Company’s consolidated statements of operations. The operations of iSocket were fully integrated into the operations of the Company upon acquisition. The results of operations of iSocket were insignificant to the Company’s consolidated statements of operations from the acquisition date of November 17, 2014 through the period ended December 31, 2014 . As part of the acquisition, the Company recorded deferred tax assets of $6.4 million , primarily related to net operating loss carry forwards, which were offset by deferred tax liabilities of $4.8 million related to acquired intangible assets, and a valuation allowance of $1.6 million . See Note 14 for additional information related to net operating loss carryforwards associated with this acquisition. Shiny Inc. 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. Shiny also offered an open application programming interface to support real-time buying of guaranteed advertising as well as a self-serve automated guaranteed platform for digital buyers and sellers. The purchase consideration of Shiny was paid in cash by the Company at the acquisition date; $0.7 million of which was held in escrow subject to the continued employment of certain employees post-acquisition. The $0.7 million has been excluded from the purchase consideration; rather, the Company recorded it as compensation expense post acquisition. The Company’s allocation of the total purchase considerations is summarized below (in thousands): Cash purchase consideration (excluding $0.7 million tied to continued employment) $ 4,651 Other assets, including cash acquired of $0.1 million 737 Intangible assets 2,300 Goodwill 3,021 Other liabilities (1,407 ) Net assets acquired $ 4,651 The following table summarizes the components of the acquired intangible assets and estimated useful lives (dollars in thousands): Estimated Useful Life Developed technology $ 1,360 3.0 years Customer relationships 450 2.5 years Non-compete agreements 490 3.0 years Total intangible assets acquired $ 2,300 Goodwill 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. A portion, $0.2 million , of the goodwill generated in the Shiny acquisition is not tax deductible while the remaining $2.8 million is deductible. Unaudited Pro Forma Information - 2014 Acquisitions The following table provides unaudited pro forma information as if Shiny and iSocket had been acquired as of January 1, 2013. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed. The pro forma results do not include any anticipated cost synergies or other effects of the integration of Shiny and iSocket or recognition of compensation expense relating to the contingent consideration. 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. Year Ended December 31, 2014 December 31, 2013 (in thousands, except per share data) Pro forma revenues $ 125,834 $ 84,249 Pro forma net loss $ (27,659 ) $ (23,419 ) Pro forma net loss per share, basic and diluted $ (0.95 ) $ (1.92 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Details of the Company’s goodwill were as follows: December 31, 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 — Error correction related to iSocket (See Note 7) (2,317 ) — Measurement period adjustment related to Chango (See Note 7) (520 ) — Other adjustment related to Chango (See Note 7) (261 ) — Ending balance $ 65,705 $ 16,290 Details of the Company’s intangible assets were as follows: December 31, 2015 December 31, 2014 (in thousands) Amortizable intangible assets: Developed technology $ 35,756 $ 13,176 Customer relationships 25,330 3,330 Non-compete agreements 4,990 490 Trademarks — 3 Total identifiable intangible assets, gross 66,076 16,999 Total accumulated amortization—intangible assets (15,293 ) (2,909 ) Total identifiable intangible assets, net $ 50,783 $ 14,090 Amortization expense of intangible assets for the years ended December 31, 2015 , 2014 , and 2013 were $15.7 million , $0.9 million , and $0.9 million , respectively. As of December 31, 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) 2016 $ 16,227 2017 13,725 2018 9,941 2019 8,680 2020 and thereafter 2,210 Total $ 50,783 No impairment of goodwill or intangible assets was identified for the years ended December 31, 2015 , 2014 , and 2013 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2015 : December 31, 2015 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 19,257 $ 19,257 $ — $ — Corporate debt securities $ 12,786 $ 12,786 $ — $ — U.S. Treasury, government and agency debt securities $ 23,946 $ 23,946 $ — $ — 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 liability $ 11,448 $ — $ — $ 11,448 At December 31, 2015 and 2014 , cash equivalents of $19.3 million and $56.0 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. 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 were 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 consideration criteria using an estimate of the Company's incremental borrowing rate. At December 31, 2014 , the Company considered it highly likely that the iSocket contingent consideration 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 were primarily dependent on prices of the Company's common stock for periods subsequent to Chango's acquisition date. For each of the years ended December 31, 2015 and 2014 , the Company recognized an expense of $0.3 million and $0.1 million , respectively, 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 was payable in shares and the number of shares to be issued was based on the average closing price of the Company's common stock for the ten consecutive trading days ending on (and including) the last trading day of 2015. The contingent consideration related to the Chango acquisition was payable in cash or shares, or a combination thereof, and the number of shares issued, excluding the 126,098 shares related to the contingent consideration that were already issued and held in escrow, was based on a price per share of $18.77 . On December 31, 2015 , the Company converted the contingent consideration to equity and issued 585,170 shares related to iSocket and 971,481 shares related to Chango. The Company’s pre-IPO preferred stock warrants were 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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Beginning balance $ — $ 5,451 $ 1,330 Change in value of preferred stock warrants recorded in other expense, net — 732 4,121 Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant — (6,183 ) — Ending balance $ — $ — $ 5,451 The Company determined the fair value of the convertible preferred stock warrants utilizing the Black-Scholes model with the following weighted-average assumptions: Series B December 31, Series C Risk-free interest rate 0.18 % 0.13 % Expected term (in years) 0.69 0.50 Estimated dividend yield 2.00 % 2.00 % Weighted-average estimated volatility 64 % 63 % Fair value (in thousands) $ 173 $ 5,278 The Company’s contingent consideration liabilities were 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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Beginning balance $ 11,448 $ — $ — Increase to contingent consideration liability related to the iSocket acquisition (See Note 7) — 11,382 — Increase to contingent consideration liability related to the Chango acquisition (See Note 7) 16,171 — — Change in fair value of contingent consideration liabilities recorded in general and administrative expense 306 66 — Decrease in iSocket contingent consideration liability related to goodwill adjustment (See Note 7) (2,317 ) — — Issuance of shares associated with iSocket and Chango contingent consideration (25,608 ) — — Ending balance $ — $ 11,448 $ — In connection with the Company’s IPO in April 2014, the outstanding warrant for 845,867 shares of the Company’s convertible preferred stock was net exercised, resulting in the issuance of 286,055 shares of common stock based on the IPO price of $15.00 per share and taking into account the 1-for-2 reverse stock split. In connection with the IPO, the remaining warrant for 25,174 shares of convertible preferred stock was automatically converted into a warrant exercisable for 12,587 shares of common stock. See Note 12 regarding the exercise of a preferred stock warrant and the conversion of each outstanding share of preferred stock into one half of a share of common stock in connection with the Company's IPO. Following the closing of the Company’s IPO on April 7, 2014, the Company was no longer required to re-measure the converted common stock warrants to fair value and record any changes in the fair value of these liabilities in the Company's consolidated statement of operations. During the years ended December 31, 2015 , 2014 , and 2013 , the Company recognized expense of zero , $0.7 million , and $4.1 million , respectively, from the re-measurement of the warrants to fair value. The warrant exercisable for 12,587 shares of common stock was net exercised in June 2014. For the years ended December 31, 2015 , 2014 , and 2013 , no impairments were recorded on those assets required to be measured at fair value on a non-recurring basis. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expense | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses included the following: December 31, 2015 December 31, 2014 (in thousands) Accounts payable—seller $ 228,850 $ 138,366 Accounts payable—trade 6,962 5,350 Accrued employee-related payables 12,155 7,305 Total $ 247,967 $ 151,021 At December 31, 2015 and December 31, 2014 , accounts payable—seller are recorded net of $0.7 million and $0.7 million , respectively, due from sellers for services provided by the Company to sellers, where the Company has the right of offset. |
Debt and Capital Lease Arrangem
Debt and Capital Lease Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Arrangements | Debt and Capital Lease Arrangements Debt and capital lease arrangements consisted of the following: December 31, 2015 December 31, 2014 (in thousands) Line of credit $ — $ — Capital lease obligations — 105 Total $ — $ 105 The Company has a loan and security agreement with Silicon Valley Bank, or the Loan Agreement, that provides a senior secured revolving credit facility of up to $40.0 million with a maturity date of September 27, 2018 . An unused revolver fee in the amount of 0.15% per annum of the average unused portion of the revolver line is charged and is payable monthly in arrears. The Company may elect for advances to bear interest calculated by reference to prime or LIBOR. If the Company elects LIBOR, amounts outstanding under the amended credit facility bear interest, at a rate per annum equal to LIBOR plus 2.0% if the Company maintains a net cash balance exceeding $1 . If the Company elects prime, advances bear interest at a rate of prime plus 0% if the Company maintains a net cash balance exceeding $1 or prime plus 1.50% if the Company does not maintain a net cash balance of $1 . The Loan Agreement is collateralized by security interests in substantially all of the Company’s assets. The Loan Agreement restricts the Company’s ability to pay dividends, sell assets, make changes to the nature of the business, engage in mergers or acquisitions, incur, assume or permit to exist, additional indebtedness and guarantees, create or permit to exist, liens, make distributions or redeem or repurchase capital stock, or make other investments, engage in transactions with affiliates, make payments with respect to subordinated debt, and enter into certain transactions without the consent of the financial institution. The Company is required to maintain a lockbox arrangement where customer payments received in the lockbox will reduce the amounts outstanding on the credit facility only if the Company does not maintain a net cash balance of $1 or in the event of a default, as defined in the arrangement. The Loan Agreement requires the Company to comply with financial covenants including minimum levels of adjusted tangible net worth and a fixed charge coverage ratio, as well as certain affirmative covenants. In the event the amount available to be drawn is less than 20% of the maximum line amount of the credit facility, or in the event that a default exists, the Company is required to satisfy a minimum fixed charge coverage ratio of no less than 1.10 to 1.00 calculated on a twelve month trailing basis as of the last day of each month on a consolidated basis. The Company was in compliance with the covenants as of December 31, 2015 and 2014 . The Loan Agreement includes customary events of defaults, including a change of control default and an event of default in the event a material adverse change occurs. In case of such an event of default, Silicon Valley Bank would be entitled to, among other things, accelerate payment of amounts due under the credit facility and exercise all rights of a secured creditor. On April 14, 2014, the Company repaid all of the outstanding debt under the line of credit with Silicon Valley Bank in the amount of $3.8 million . At December 31, 2015 , $40.0 million was available for borrowing under the credit facility and no amounts were outstanding under this loan. |
Capitalization
Capitalization | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capitalization | Capitalization At December 31, 2013 , the authorized capital stock of the Company consisted of 73,380,126 shares of common stock, of which 32,500,000 shares were designated Class A common stock and 4,190,063 shares were designated Class B common stock, and 29,691,524 shares of preferred stock. On March 14, 2014 the authorized capital stock of the Company was increased to 80,608,856 shares of common stock. In connection with the IPO, the outstanding shares of Class A common stock and Class B common stock were converted into shares of a single class of common stock on a one-for-one basis. Class A common stock and Class B common stock are collectively referred to herein as common stock. Initial Public Offering On April 7, 2014 , the Company closed its IPO whereby 6,432,445 shares of common stock were issued and sold by the Company (including 1,015,649 shares sold pursuant to the underwriters ’ exercise of their over-allotment option), and 1,354,199 shares of common stock were sold by selling stockholders at an IPO price of $15.00 per share. The Company received proceeds from the offering of approximately $86.2 million after deducting underwriting discounts and commissions and offering expenses. The Company did not receive any proceeds from the sales of shares by the selling stockholders. In connection with the Company ’ s IPO: (i) all shares of the Company’s outstanding convertible Series A, B, C and D preferred stock automatically converted into an aggregate of 14,410,238 shares of Class A common stock on a one for one-half basis; (ii) each outstanding share of Class B common stock automatically converted into one share of Class A common stock; (iii) all shares of Class A common stock (including all shares of Class A common stock issued upon conversion of convertible preferred stock and Class B common stock) converted into a single class of common stock; (iv) a warrant for 845,867 shares of convertible preferred stock was net exercised, resulting in the issuance of 286,055 shares of common stock based on the IPO price of $15.00 per share and taking into account the 1-for-2 reverse stock split; (v) a warrant exercisable for 25,174 shares of convertible preferred stock automatically converted into a warrant exercisable for 12,587 shares of common stock (which was subsequently net exercised); and (vi) the Company ’ s certificate of incorporation was amended in various respects, including to provide for authorized capital stock of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. The board of directors is authorized to establish, from time to time, the number of shares to be included in each series of preferred stock, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each series of preferred stock, and any of its qualifications, limitations or restrictions. In addition, upon completion of the IPO, costs associated with the IPO of $3.5 million were reclassified from other assets, non-current to additional paid-in capital. Convertible Preferred Stock At December 31, 2013 , the Company’s outstanding convertible preferred stock consisted of the following: December 31, 2013 Shares Shares Carrying Liquidation (Dollars in thousands) Series A 6,154,000 6,154,000 $ 4,000 $ 6,118 Series B 13,588,160 13,562,986 21,087 30,754 Series C 4,765,173 3,919,306 9,484 12,779 Series D 5,184,191 5,184,189 18,000 23,121 Total 29,691,524 28,820,481 $ 52,571 $ 72,772 Prior to the conversion of the preferred stock into common stock in April 2014, the rights and preferences of the convertible preferred stock were as follows: Voting Rights : On any matters presented to the Company’s stockholders for their action or consideration, each holder of convertible preferred stock was entitled to one vote for each share of Class A common stock into which such holder’s shares of convertible preferred stock were then convertible. Except as provided by law or the Company's amended and restated certificate of incorporation, the holders of the convertible preferred stock and Class A common stock vote together as a single class. Dividends: The holders of the convertible preferred stock were entitled, when, as, and if declared by the board of directors, and prior and in preference to common stock, to cumulative dividends at the following per annum rates (pro-rated for partial years elapsed): $0.052 per share for Series A, $0.1244480 per share for Series B, $0.1941832 per share for Series C, and $0.2844824 per share for Series D. Cumulative preferred stock dividends at December 31, 2013 were $19.7 million . Unless declared, dividends were not payable except in the event of a liquidation, dissolution or winding up of the Company. No dividends had been declared or paid to date. Liquidation: In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company or a sale of the Company, the holders of the convertible preferred stock were entitled to receive out of the assets available for distribution to the Company’s stockholders, on a pari passu basis prior to distribution of any assets of the Company to the holders of common stock, an amount equal to the greater of (a) the original issuance price plus accrued but unpaid dividends, or (b) such amount as would have been payable had the convertible preferred stock converted into common stock immediately prior to the liquidation, dissolution or winding up. If amounts available to be distributed were insufficient to pay the liquidation preferences of the preferred stock in full, then the entire assets and funds of the Company legally available for distribution would be distributed to the holders of convertible preferred stock ratably in proportion to the preferential amount each holder would have otherwise been entitled to receive. After payment of the liquidation preferences to the convertible preferred stock, all remaining assets were to be distributed to the common stock. The liquidation preference provisions of the convertible preferred stock were considered contingent redemption provisions because there were certain elements that were not solely within the control of the Company, such as a change in control of the Company. Accordingly, the Company presented the convertible preferred stock within the mezzanine portion of the accompanying consolidated balance sheets. Conversion: Each outstanding share of convertible preferred stock was convertible, at the holder’s option, into shares of Class A common stock at a conversion rate determined by dividing the original issue price for such share by the then Conversion Price for such share. The original issue price and conversion price of the each series of preferred stock were as follows: Original Issue Conversion Price Series A $ 0.65 $ 1.30 Series B $ 1.55556 $ 3.11112 Series C $ 2.42729 $ 4.85458 Series D $ 3.55603 $ 7.11206 The conversion price was subject to adjustment in the event of certain anti-dilutive issuances of shares of common stock. The conversion price per share in the table above reflects the adjustment for the 1-for-2 reverse stock split of the Company’s common stock effected on March 18, 2014. Each share of convertible preferred stock would automatically convert into shares of common stock at its then effective conversion rate immediately upon the earlier of (i) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, with proceeds to the Company of not less than $20 million (net of underwriting discounts and commissions) based on a pre-offering enterprise value of at least $250 million , (ii) or upon the consent of the holders on the date specified by a vote of at least 75% of all then-outstanding shares of convertible preferred stock voting together as a single class on an as-converted to Class A common stock basis, provided that the Series C preferred stock shall not be converted as a result of such a vote without the consent of the holders of a majority of the shares of Series C preferred stock then outstanding, and the Series D preferred stock shall not be converted as a result of such a vote without the consent of the holders of a majority of the shares of Series D preferred stock then outstanding. Redemption: The convertible preferred stock was not redeemable at the option of the holder. Convertible Preferred Stock Warrants On March 1, 2009, the Company issued a fully vested, non-forfeitable warrant to purchase 25,174 shares of the Company’s Series B preferred stock at an exercise price of $1.55556 per share. The warrant was issued to the Company’s bank, Silicon Valley Bank, in connection with securing an equipment term loan. The warrant was fully vested upon issuance and expires on March 1, 2019. The holder of the warrant has the right to include shares issued upon exercise of the warrant in certain registered offerings by the Company of its common stock. The fair value of the warrants at issuance was recorded as a deferred financing cost and was amortized over the term of the loan. In connection with the Company's IPO, this warrant was automatically converted into a warrant exercisable for 12,587 shares of common stock, and was net exercised in June 2014. On January 12, 2010, the Company issued a warrant to an investment bank to purchase 845,867 shares of the Company’s Series C preferred stock at an exercise price of $2.42729 per share. The warrant was issued for banking and financial advisory services provided to the Company. The warrant was fully vested upon issuance and expired on the earliest of January 12, 2015, a firm commitment underwritten initial public offering if the lead underwriter requests termination, or, under certain circumstances, a liquidation, dissolution, winding up or change in control as defined in the Company's amended and restated certificate of incorporation. The holder of the warrant had the right to exercise the warrant for cash or on a net issuance basis. In December 2013, the lead underwriter of the Company's initial public offering requested the termination of the warrant in connection with the offering, and in March 2014, the warrant holder agreed to net exercise the warrant upon the consummation of the offering. In April 2014, the warrant was net exercised, resulting in the issuance of 286,055 shares of common stock based on the IPO price of $15.00 per share and taking into account the 1-for-2 reverse stock split. Common Shares Reserved For Issuance The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient to effect the contingent consideration and the conversion of all shares granted and available for grant under the Company’s stock award plans. The number of shares of the Company's stock reserved for these purposes at December 31, 2015 was 12,464,864 . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In connection with its IPO, the Company implemented its 2014 Equity Incentive Plan, or the 2014 Plan, which governs equity awards made to employees and directors of the Company since the IPO. In connection with the acquisition of iSocket, the Company assumed the iSocket 2009 Equity Incentive Plan, or the iSocket Plan, which governs stock options issued to former iSocket employees and assumed by the Company. In November 2014, the Company approved the 2014 Inducement Grant Equity Incentive Plan, or the Inducement Plan, which governs certain equity awards made to certain employees in connection with commencement of employment. In connection with the acquisition of Chango, the Company assumed Chango's 2009 Stock Option Plan, or the Chango plan, which governs stock options issued to former Chango employees and assumed by the Company. All compensatory equity awards outstanding at December 31, 2015 were issued pursuant to the 2014 Plan, the iSocket Plan, the Chango Plan, the Inducement Plan, or the 2007 Stock Incentive Plan, or the 2007 Plan, which governs equity awards made to employees and contractors of the Company prior to the IPO. The Company’s board of directors administers all of these 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. No further awards were made under the iSocket Plan, the Chango Plan, or the 2007 Plan; available shares under the iSocket Plan and the Chango Plan were rolled into the available share pool under the 2014 Plan at the time of acquisition of each company, and available shares under the 2007 Plan were rolled into the available share pool under the 2014 Plan at the time of the IPO. An aggregate of 1,408,750 shares remained available for issuance at December 31, 2015 under the 2014 Plan and the Inducement Plan. The 2014 Plan has an evergreen provision pursuant to which the share reserve will automatically increase on January 1 st of each year in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31 st of the preceding calendar year, although the Company ’ s board of directors may provide for a lesser increase, or no increase, in any year. The Inducement Plan has a provision pursuant to which the share reserve may be increased at the discretion of the Company's board of directors. Stock Options A summary of stock option activity for the year ended December 31, 2015 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2014 8,113 $ 8.05 Granted 874 $ 16.59 Options assumed in acquisitions 428 $ 4.43 Exercised (2,562 ) $ 5.35 Canceled (650 ) $ 11.56 Outstanding at December 31, 2015 6,203 $ 9.76 7.40 years $ 41,871 Vested and expected to vest at December 31, 2015 6,126 $ 9.71 7.38 years $ 41,635 Exercisable at December 31, 2015 3,502 $ 7.77 6.75 years $ 30,393 The total intrinsic value of options exercised during the years ended December 31, 2015 , 2014 , and 2013 were $28.3 million , $18.5 million , and $4.6 million , respectively. At December 31, 2015 , the Company had unrecognized employee stock-based compensation expense relating to stock options of approximately $14.8 million , which is expected to be recognized over a weighted-average period of 2.1 years . The weighted-average grant date per share fair value of stock options granted for the years ended December 31, 2015 , 2014 , and 2013 were $9.25 , $7.41 , and $5.12 , respectively. 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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Expected term (in years) 4.5 5.7 6.0 Risk-free interest rate 1.30 % 1.75 % 1.28 % Expected volatility 47 % 51 % 58 % Dividend yield — % — % — % At December 31, 2015 and 2014 , there were options to purchase 45,375 and 346,986 shares of common stock outstanding, respectively, awarded to non-employees at a weighted-average exercise price of $2.79 and $4.42 per share, respectively. These awards generally vest over four years and expire through 2024. The Company recorded stock-based compensation of $0.4 million for the year ended December 31, 2015 , $0.8 million for the year ended December 31, 2014 and $0.1 million for the year ended 2013 , relating to these awards. During the years ended December 31, 2015 , 2014 , and 2013 , the Company modified the terms of existing stock options granted to certain employees and non-employees, to among other things, extend the exercise period and/or accelerate the vesting of options upon termination of employment. In connection with these modifications, the Company recorded stock-based compensation of $0.1 million , $0.2 million and $0.6 million , in the years ended December 31, 2015 , 2014 , and 2013 , respectively. Restricted Stock A summary of restricted stock activity for the year ended December 31, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2014 1,750 Granted 552 Canceled (73 ) Vested (750 ) Nonvested shares subject to restricted stock outstanding at December 31, 2015 1,479 At December 31, 2015 , the Company had unrecognized employee stock-based compensation expense for restricted stock with service conditions of approximately $12.0 million , which is expected to be recognized over a weighted-average period of 2.6 years . At December 31, 2015 , the Company had unrecognized employee stock-based compensation expense for restricted stock with market conditions granted in a prior year of approximately $1.2 million , which is expected to be recognized over a weighted-average period of 5.4 years . The weighted-average grant date per share fair value of restricted stock with service conditions granted for the years ended December 31, 2015 and 2014 was $16.75 and $16.22 , respectively. 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 December 31, 2015 , the Company had unrecognized employee stock-based compensation expense of approximately $3.1 million , which is expected to be recognized over a weighted-average period of 2.3 years . The compensation expense will not be reversed if the performance metrics are not met. At December 31, 2015 , there were 12,500 shares of restricted stock outstanding for non-employees. The Company recorded stock-based compensation of $0.6 million for the year ended December 31, 2015 relating to these awards. Restricted Stock Units A summary of restricted stock unit activity for the year ended December 31, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock units outstanding at December 31, 2014 845 Granted 2,356 Canceled (325 ) Vested (229 ) Nonvested shares subject to restricted stock units outstanding at December 31, 2015 2,647 At December 31, 2015 , the Company had unrecognized employee stock-based compensation expense relating to restricted stock units of approximately $33.3 million , which is expected to be recognized over a weighted-average period of 3.3 years . The weighted-average grant date fair value per share of restricted stock units granted for the years ended December 31, 2015 and 2014 was $16.45 and $13.22 , respectively. 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. As of December 31, 2015 , the Company has reserved 727,565 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 2015 , a total of 169,362 shares of common stock were purchased under the ESPP. The Company estimated the total grant date fair value of the ESPP awards for the offering period ending in May 2016 of $0.5 million using a Black-Scholes model with the following assumptions: term of six months corresponding with the offering period; volatility of 48% based on the Company's historical volatility for a six-month period; no dividend yield; and risk-free interest rate of 0.33% . 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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Cost of revenue $ 240 $ 166 $ 87 Sales and marketing 7,415 3,217 1,105 Technology and development 4,963 2,228 1,645 General and administrative 17,966 18,235 3,515 Total stock-based compensation expense $ 30,584 $ 23,846 $ 6,352 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following are the domestic and foreign components of the Company’s loss before income taxes for the years ended December 31, 2015 , 2014 , and 2013 : Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Domestic $ 15,723 $ (19,081 ) $ (9,535 ) International (19,862 ) 580 533 Loss before income taxes $ (4,139 ) $ (18,501 ) $ (9,002 ) The following are the components of the provision (benefit) for income taxes for the years ended December 31, 2015 , 2014 , and 2013 : Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Current: Federal $ 196 $ — $ — State 90 16 58 Foreign 367 308 189 Total current provision 653 324 247 Deferred: Federal — (10 ) 9 State 1 (1 ) 1 Foreign (5,215 ) (141 ) (10 ) Total deferred benefit (5,214 ) (152 ) — Total provision (benefit) for income taxes $ (4,561 ) $ 172 $ 247 The Company recorded an income tax benefit for the year ended December 31, 2015 of $4.6 million and an income tax expense for the years ended December 31, 2014 and 2013 of $0.2 million and $0.2 million , respectively. The tax benefit for the year ended December 31, 2015 is the result of the net operating losses generated by the Canadian operations, which include acquisitions from the last two years. Set forth below is a reconciliation of the components that caused the Company’s provision (benefit) for income taxes to differ from amounts computed by applying the U.S. Federal statutory rate of 34.0% for the years ended December 31, 2015 , 2014 , and 2013 : Year Ended December 31, 2015 December 31, 2014 December 31, 2013 U.S. federal statutory income tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit (1.4 )% (0.1 )% (0.4 )% Foreign income at other than U.S. rates (31.0 )% 0.8 % — % Stock-based compensation expense (31.5 )% (4.4 )% (10.0 )% Meals and entertainment (14.2 )% (1.7 )% (1.3 )% Acquisition and related items (8.6 )% (0.1 )% — % Non-deductible gifts (0.8 )% (0.1 )% (0.2 )% Research and development tax credits 42.3 % 4.7 % 5.6 % Tax effect of intercompany financing 11.2 % — % — % Other permanent items (0.5 )% (1.6 )% (0.5 )% Provision to return adjustments (9.4 )% (0.2 )% — % Change in valuation allowance 120.1 % (32.2 )% (29.9 )% Effective income tax rate 110.2 % (0.9 )% (2.7 )% Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities as of December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Deferred Tax Assets: Accrued liabilities $ 1,777 $ 649 Stock-based compensation 7,737 6,401 Net operating loss carryovers 18,609 23,241 Research tax credit carryovers 7,931 4,596 Other 1,926 1,357 Total deferred tax assets 37,980 36,244 Less valuation allowance (29,255 ) (32,481 ) Deferred tax assets, net of valuation allowance 8,725 3,763 Deferred Tax Liabilities: Fixed assets (2,630 ) (777 ) Intangible assets (12,198 ) (3,036 ) Other — — Total deferred tax liabilities (14,828 ) (3,813 ) Net deferred tax liability $ (6,103 ) $ (50 ) The change in valuation allowance for the year ended December 31, 2015 , 2014 , and 2013 was $3.2 million , $8.5 million and $1.1 million , respectively. At December 31, 2015 , the Company had U.S. federal net operating loss carryforwards, or NOLs, of approximately $59.8 million , which will begin to expire in 2027 . At December 31, 2015 , the Company had state NOLs of approximately $54.8 million , which will begin to expire in 2027 . At December 31, 2015 , the Company had foreign NOLs of approximately $13.7 million , which will begin to expire in 2026 . At December 31, 2015 , the Company had federal research and development tax credit carryforwards, or credit carryforwards, of approximately $6.1 million , which will begin to expire in 2027 . At December 31, 2015 , the Company had state research and development tax credits of approximately $5.1 million , which carry forward indefinitely. At December 31, 2015 , the Company had foreign research tax credits of approximately $0.5 million , which carry forward indefinitely. Utilization of certain NOLs and credit carryforwards may be subject to an annual limitation due to ownership change limitations set forth in the Internal Revenue Code of 1986, as amended, or the Code, and comparable state income tax laws. Any future annual limitation may result in the expiration of NOLs and credit carryforwards before utilization. A prior ownership change and certain acquisitions resulted in the Company having NOLs subject to insignificant annual limitations. The Company recognizes excess tax benefits associated with stock-based compensation to stockholders’ deficit only when realized based upon applying a with-and-without approach. At December 31, 2015 , the Company had approximately $7.5 million of unrealized excess tax benefits associated with stock-based compensation. At December 31, 2015 , unremitted earnings of the subsidiaries outside of the United States were approximately $1.5 million , on which no U.S. taxes had been paid. The Company’s intention is to indefinitely reinvest these earnings outside the United States. Upon distribution of those earnings in the form of a dividend or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. The amounts of such tax liabilities that might be payable upon repatriation of foreign earnings, after consideration of corresponding foreign tax credits, are not material. The following table summarizes the activity related to the unrecognized tax benefits (in thousands): Amount (in thousands) Balance at January 1, 2013 $ 1,067 Increases related to current year tax positions 408 Decreases related to prior year tax positions (21 ) Balance at December 31, 2013 1,454 Increases related to current year tax positions 679 Decreases related to prior year tax positions (2 ) Balance as of December 31, 2014 2,131 Increases related to current year tax positions 2,194 Decreases related to prior year tax positions — Balance as of December 31, 2015 $ 4,325 Interest and penalties related to the Company’s unrecognized tax benefits accrued at December 31, 2015 , 2014 , and 2013 were not material. Due to the net operating loss carryforwards, the Company's United States federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. For Australia, Brazil, Canada, France, Germany, Italy, Japan, Singapore and the United Kingdom, all tax years remain open for examination by the local country tax authorities. The Company does not expect its uncertain income tax positions to have a material impact on its consolidated financial statements within the next twelve months. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Revenues by geography are based on the location of the Company's sellers. The Company's revenue by geographical region were as follows: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) United States $ 172,188 $ 73,277 $ 51,461 United Kingdom 20,355 16,047 10,590 Other international 55,941 35,971 21,779 Total $ 248,484 $ 125,295 $ 83,830 The Company’s property and equipment, net by geographical region were as follows: December 31, 2015 December 31, 2014 (in thousands) United States $ 21,782 $ 12,680 Other international 3,621 2,516 Total $ 25,403 $ 15,196 |
401(K) Savings Plan
401(K) Savings Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
401(K) Savings Plan | 401(K) Savings Plan The Company has a defined contribution savings plan under Section 401(k) of the Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. To date, there have been no contributions made to the plan by the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company has commitments under non-cancelable operating leases for facilities and certain equipment, and its managed data center facilities. Total rental expenses were $13.3 million , $7.6 million and $4.7 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. During the year ended December 31, 2015 , the Company entered into new operating leases. Future non-cancelable minimum commitments as of December 31, 2015 relating to these operating leases totaling $11.2 million are due through September 2023 . During the year ended December 31, 2015 , in connection with office leases, the Company entered into irrevocable letters of credit in the amount of $0.5 million . In addition, during the year ended December 31, 2015 , the Company did not exercise the early termination option for the sublease for its headquarters in Los Angeles, California. As of December 31, 2015 future non-cancelable minimum commitments increased by $9.4 million for this sublease. As of December 31, 2015 the Company’s non-cancelable minimum operating lease commitments were as follows: Fiscal Year Amount (in thousands) 2016 $ 6,432 2017 5,835 2018 5,656 2019 4,910 2020 3,197 Thereafter 1,626 Total $ 27,656 Guarantees and Indemnification The Company’s agreements with sellers, buyers, and other third parties typically obligate it to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No material demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s 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 December 31, 2015 . However, based on management’s knowledge as of December 31, 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions For the years ended December 31, 2015 , 2014 , and 2013 , the Company recognized revenue of approximately $3.3 million , $1.9 million and $1.1 million , respectively, from entities affiliated with a holder of more than 10% of the Company’s outstanding common stock. At December 31, 2015 and 2014 , accounts payable and accrued expenses included $6.5 million and $3.2 million , respectively, related to these revenue transactions. During January 2013, the Company entered into a sublease for its headquarters in Los Angeles, California with an entity affiliated with a holder of more than 10% of the Company’s outstanding common stock. The sublease term began during June 2013 and terminates in April 2021. The Company had the option to terminate the sublease on its third anniversary date if the Company notified the sublessor one year in advance of its intended departure and paid a termination fee; however, the Company did not exercise the early termination option. At December 31, 2015 , accounts payable and accrued expenses included $0.5 million related to this sublease. At December 31, 2014 there were no accounts payable and accrued expenses related to this sublease. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 1, 2016, shares issuable under the Company’s 2014 Equity Incentive Plan increased by 2,330,002 shares and shares issuable under the Company’s 2014 Employee Stock Purchase Plan increased by 466,000 shares in accordance with the automatic annual increase provisions of such plans. |
Organization and Summary of S27
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the operations of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Segments | Segments Management has determined that the Company operates as one segment. The Company’s chief operating decision maker reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. |
Stock Split | Stock Split On March 18, 2014 , the Company effected a 1-for-2 reverse stock split of its common stock. The convertible preferred stock was not split at March 18, 2014 ; instead the convertible preferred stock conversion ratio was adjusted to effect the stock split at the time of conversion of the preferred stock to common stock. All share, per share and related information presented in the consolidated financial statements and accompanying notes has been retroactively adjusted, where applicable, to reflect the reverse stock split. |
Reclassifications | Reclassifications Certain amounts related to deferred tax liabilities in the consolidated balance sheet for December 31, 2014 have been reclassified to conform with current-period presentation. Certain amounts related to the income tax disclosure for December 31, 2014 and 2013 have been reclassified to conform to current period presentation. |
Use of Estimates | Use of Estimates The preparation of 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. On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (ii) accounts receivable and allowances for doubtful accounts, (iii) the useful lives of intangible assets and property and equipment, (iv) valuation of long-lived assets and their recoverability, including goodwill, (v) the realization of tax assets and estimates of tax liabilities, (vi) the valuation of common and preferred stock and preferred stock warrants prior to the Company’s IPO, (vii) assumptions used in valuation models to determine the fair value of stock-based awards, (viii) fair value of financial instruments, (ix) the recognition and disclosure of contingent liabilities, and (x) the assumptions used in valuing acquired assets and assumed liabilities in business combinations. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock and business combinations require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. |
Revenue Recognition | Revenue Recognition The Company updated its revenue recognition policy to include transactions for which the Company manages campaigns on behalf of buyers, function as principal, 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 mobile application. The Company assesses whether fees are fixed or determinable based on impressions delivered and the contractual terms of the arrangements. 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 reports 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. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense related to employee stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted awards to employees that vest based solely on continued service, or service conditions, awards that vest based on the achievement of performance targets, or performance conditions, and awards that vest based on the Company's stock price exceeding a peer index, or market conditions. The fair value of each option award containing service and/or performance conditions is estimated on the grant date using the Black-Scholes option-pricing model. The fair value of awards containing market conditions is estimated using a Monte-Carlo lattice model. For service condition awards, stock-based compensation expense is recognized on a straight-line basis, net of forfeitures, over the requisite service periods of the awards, which is generally four years. For performance condition and market condition awards, stock-based compensation expense is recognized using a graded vesting model over the requisite service period of the awards. For market condition awards, expense recognized is not subsequently reversed if the market conditions are not achieved. Stock-based awards issued to non-employees are accounted for at fair value determined by using the Black-Scholes option-pricing model. The Company believes that the fair value of the stock options is more reliably measured than the fair value of the services received. The fair value of each non-employee stock-based compensation award is re-measured each period until a commitment date is reached, which is generally the vesting date. Determining the fair value of stock-based awards at the grant date requires judgment. The Company’s use of the Black-Scholes option-pricing model and Monte-Carlo lattice model requires the input of subjective assumptions such as the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, the expected dividend yield of the Company’s common stock, and for periods prior to the Company's IPO, the fair value of the Company's common stock. The assumptions used in the Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. These assumptions and estimates are as follows: Fair Value of Common Stock. For stock options granted subsequent to the Company's IPO, the fair value of common stock is based on the closing price of the Company's common stock as reported on the New York Stock Exchange, or the NYSE, on the date of grant. Prior to the IPO, the board of directors determined the fair value of the common stock at the time of the grant of options and restricted stock awards by considering a number of objective and subjective factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants titled Valuation of Privately Held Company Equity Securities Issued as Compensation. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the term of employee stock option awards. Expected Term. For employee options that contain service conditions, the Company applies the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. The expected term of employee stock options that contain performance conditions represents the weighted-average period that the stock options are estimated to remain outstanding. Volatility. Because the Company does not have significant trading history for the Company’s common stock, the Company determines the price volatility based on the historical volatilities of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the stock option grants. Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future, so the Company used an expected dividend yield of zero . In addition to the above assumptions, the Company also estimates a forfeiture rate to calculate the stock-based compensation expense for stock-based awards. The Company’s forfeiture rate is based on an analysis of the Company’s historical forfeitures and estimated future forfeitures. Changes in the estimated forfeiture rate may have a significant impact on the Company’s stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. The Company will continue to use judgment in evaluating the assumptions related to the Company’s stock-based compensation. Future expense amounts for any particular period could be affected by changes in the Company’s assumptions or market conditions. Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any tax benefit attributable to stock-based awards for the years ended December 31, 2015 , 2014 and 2013 . |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are determined based upon the net tax effects of the differences between the Company’s consolidated financial statements carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. The Company has established a full valuation allowance to offset its domestic net deferred tax assets due to the uncertainty of realizing future tax benefits from the net operating loss carryforwards and other deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision (benefit) in the consolidated statements of operations. The Company recognizes excess tax benefits associated with stock-based compensation to stockholders’ equity only when realized based on applying a with-and-without approach. |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Net income (loss) attributable to common stockholders is equal to net income (loss) adjusted for declared or cumulative preferred stock dividends for the period. Prior to the IPO, because the holders of the Company’s convertible preferred stock were entitled to participate in dividends, the Company applied the two-class method in calculating earnings per share for periods when the Company generated net income. The two-class method requires net income to be allocated between the common and preferred stockholders based on their respective rights to receive dividends, whether or not declared. However, because the convertible preferred stock was not contractually obligated to share in the Company’s income (losses), no such allocation was made for any period presented given the Company’s net income (losses). Diluted income (loss) per share attributable to common stockholders adjusts the basic weighted-average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, restricted stock awards, restricted stock units, potential shares issued under the Company's Employee Stock Purchase Plan, shares held in escrow and potential shares issuable as part of contingent consideration as a result of business combinations, warrants and convertible preferred stock. For purposes of this calculation, potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share attributable to common stockholders if their effect is anti-dilutive. Prior to the Company's IPO, the Company had two classes of stock, Class A and Class B. Basic and diluted net income (loss) per share attributable to common stockholders were the same for Class A and Class B common stock because they were entitled to the same liquidation and dividend rights. In connection with the IPO, the outstanding shares of Class A common stock and Class B common stock were converted into shares of a single class of common stock on a one -for-one basis. See Note 12. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income (loss) and foreign currency translation adjustments. |
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 marketable securities, prepaid expenses, 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 marketable securities and 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 in the consolidated statements of comprehensive income (loss) and 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. |
Restricted Cash | Restricted Cash The Company classifies certain restricted cash balances within marketable securities, prepaid expenses and other current assets and marketable securities and other assets, non-current on the consolidated balance sheets based upon the term of the remaining restrictions. At December 31, 2015 , restricted cash was held as collateral for credit cards. At December 31, 2014 , restricted cash was held as security under certain building leases and as collateral for credit cards. At December 31, 2015 and 2014 , restricted cash included in prepaid expenses and other current assets was $0.3 million and $0.4 million , respectively. At December 31, 2015 and 2014 , restricted cash included in other assets, non-current was zero and $1.0 million , respectively. |
Accounts Receivable Allowance for Doubtful Accounts | Accounts Receivable Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current customer information, subsequent collection history and other relevant data. The Company reviews the allowance for doubtful accounts on a quarterly basis. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. The Company’s allowance for doubtful accounts was approximately $1.0 million and $0.3 million at December 31, 2015 and 2014 , respectively. During the years ended December 31, 2015 and 2014 , the Company reserved an additional $0.9 million and $0.2 million , respectively, for doubtful accounts. During the years ended December 31, 2015 , 2014 , and 2013 , the Company wrote-off $0.2 million , $0.6 million , and $0.4 million , respectively, of accounts receivable. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful Computer equipment under capital leases Shorter of useful Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. |
Internal Use Software Development Costs | Internal Use Software Development Costs The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the results of operations. Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal use when both the preliminary project stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. Internal use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. The Company does not transfer ownership of its software, or lease its software, to third parties. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of acquired developed technology, customer relationships and non-compete agreements resulting from business combinations, which are recorded at acquisition-date fair value, less accumulated amortization. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. The estimated useful lives of the Company’s intangible assets are as follows: Years Developed technology 3 to 5 Customer relationships 2.5 to 5 Non-compete agreements 2 to 3 Other intangible assets 0.5 to 1 |
Impairment of Long-Lived Assets including Internal Use Capitalized Software Costs | Impairment of Long-Lived Assets including Internal Use Capitalized Software Costs The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-business combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, expenses and taxes. The carrying value of acquired working capital assets and liabilities approximates its fair value, given the short-term nature of these assets and liabilities. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. The Company tests for impairment of goodwill annually during the fourth quarter or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. For purposes of goodwill impairment testing, the Company has one reporting unit. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. The first step involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then a second step is required which requires the carrying amount of the goodwill be compared with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally generated and unrecognized intangible and tangible net assets. If the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. |
Operating and Capital Leases | Operating and Capital Leases The Company records rent expense for operating leases, some of which have escalating rent payments on a straight-line basis over the lease term. The Company begins recognition of rent expense on the date of initial possession, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Some of the Company’s lease arrangements provide for concessions by the landlords, including payments for leasehold improvements and rent-free periods. The Company accounts for the difference between the straight-line rent expense and rent paid as a deferred rent liability. The Company leases equipment under capital lease arrangements. The assets and liabilities under capital lease are recorded at the lesser of present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are amortized using the straight-line method over the estimated useful lives of the assets. |
Preferred Stock Warrant Liabilities | Preferred Stock Warrant Liabilities The Company issued warrants to purchase preferred stock in connection with professional services and financing arrangements and accounted for these warrants as liabilities at fair value because the underlying shares of convertible preferred stock were contingently redeemable, including in the case of a deemed liquidation, which may have obligated the Company to transfer assets to the warrant holders. The preferred stock warrants were recorded at fair value at the time of issuance and changes in the fair value of the preferred stock warrants each reporting period were recorded as part of other expense, net in the Company’s consolidated statements of operations until the earlier of the exercise or expiration of the warrants or the warrants’ conversion to warrants to purchase common stock, at which time any remaining liability was reclassified to additional paid-in capital. Following the closing of the Company's IPO, the Company was no longer required to re-measure the warrants to fair value and record any changes in the fair value of these liabilities in the consolidated statement of operations, and accordingly, the Company did not record any related expenses subsequent to the closing of the IPO. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The Company's contingent consideration liabilities were measured using unobservable inputs that required a high level of judgment to determine fair value, and thus classified as Level 3. The Company's contingent consideration liabilities were re-measured to fair value through the date they were converted to equity. See Note 9. At December 31, 2013, the Company’s warrants to purchase preferred stock were measured using unobservable inputs that required a high level of judgment to determine fair value, and thus classified as Level 3. The Company's warrants to purchase preferred stock were re-measured to fair value through closing of the IPO. See Note 9. The carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, and seller payables approximate fair value due to the short-term nature of these instruments. The carrying value of the line of credit approximates fair value based on borrowing rates currently available to the Company for financing with similar terms. The carrying amounts of marketable securities are based on quoted market prices, and thus classified as Level 1. See Note 9. Certain assets, including goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions which exceed the federally insured limits. Accounts receivable include amounts due from buyers with principal operations primarily in the United States. The Company performs ongoing credit evaluations of its buyers. At December 31, 2015 , two buyers accounted for 14% and 10% , respectively, of consolidated accounts receivable. At December 31, 2014 , two buyers accounted for 15% and 11% , respectively, of consolidated accounts receivable. For the years ended December 31, 2015 , 2014 and 2013 , no buyer or seller of advertising inventory comprised 10% or more of consolidated revenue. At December 31, 2015 , one seller of advertising inventory comprised 10% of consolidated accounts payable. At December 31, 2014 , one seller of advertising inventory comprised 14% of consolidated accounts payable. |
Foreign Currency Transactions and Translations | Foreign Currency Transactions and Translation Transactions in foreign currencies are translated into the functional currency of the applicable entity at the rates of exchange in effect at the date of the transaction. Foreign exchange gains, net were approximately $1.4 million and $1.1 million for the years ended December 31, 2015 and 2014 , respectively, and foreign exchange losses, net was approximately $0.7 million for the year ended December 31, 2013 and are included in other expense, net in the accompanying consolidated statements of operations. To the extent that the functional currency is different than the U.S Dollar, the financial statements have then been translated into U.S. Dollars using period-end exchange rates for assets and liabilities and average exchanges rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive loss on the consolidated balance sheet. |
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, 2016. 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 and is currently assessing the impact this guidance will have on the Company's consolidated financial statements. 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. In November 2015, the FASB issued new accounting guidance, which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as non-current on the balance sheet. The new guidance is effective for annual and interim periods for fiscal years beginning after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued and can be applied on either a prospective or retrospective basis. The Company has elected to early adopt and prospectively apply the provisions of this new guidance beginning in the fourth quarter of 2015. As the Company adopted the new guidance on a prospective basis, no adjustments were made to prior period balance sheets. In January 2016, the FASB issued new accounting guidance, which changes certain recognition, measurement, presentation, and disclosure requirements for financial instruments. The new guidance requires all equity investments, except those accounted for under the equity method of accounting or resulting in consolidation, to be measured at fair value with changes in fair value recognized in net income. The guidance also simplifies the impairment assessment for equity investments without readily determinable fair values, amends the presentation requirements for changes in the fair value of financial liabilities, requires presentation of financial instruments by measurement category and form of financial asset, and eliminates the requirement to disclose the methods and significant assumptions used in estimating the fair value of financial instruments. The new guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is not permitted except for the amended presentation requirements for changes in the fair value of financial liabilities. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. In February 2016, the FASB issued new accounting guidance, which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The estimated useful lives of the Company’s intangible assets are as follows: Years Developed technology 3 to 5 Customer relationships 2.5 to 5 Non-compete agreements 2 to 3 Other intangible assets 0.5 to 1 Details of the Company’s intangible assets were as follows: December 31, 2015 December 31, 2014 (in thousands) Amortizable intangible assets: Developed technology $ 35,756 $ 13,176 Customer relationships 25,330 3,330 Non-compete agreements 4,990 490 Trademarks — 3 Total identifiable intangible assets, gross 66,076 16,999 Total accumulated amortization—intangible assets (15,293 ) (2,909 ) Total identifiable intangible assets, net $ 50,783 $ 14,090 |
Property, Plant and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful Computer equipment under capital leases Shorter of useful Major classes of property and equipment were as follows: December 31, 2015 December 31, 2014 (in thousands) Purchased software $ 1,706 $ 1,651 Computer equipment and network hardware 40,765 24,673 Furniture, fixtures and office equipment 1,959 1,491 Leasehold improvements 3,237 2,994 Gross property and equipment 47,667 30,809 Accumulated depreciation (22,264 ) (15,613 ) Net property and equipment $ 25,403 $ 15,196 |
Net Income (Loss) Per Share A29
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the basic and diluted net income (loss) per share attributable to common stockholders: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (In thousands, except per share data) Basic EPS: Net income (loss) attributable to common stockholders $ 422 $ (19,789 ) $ (13,493 ) Weighted-average common shares outstanding 42,067 29,921 11,540 Weighted-average unvested restricted shares (1,677 ) (1,704 ) (52 ) Weighted-average escrow shares (727 ) — — Weighted-average common shares outstanding used to compute net income (loss) per share attributable to common stockholders 39,663 28,217 11,488 Basic net income (loss) per share attributable to common stockholders $ 0.01 $ (0.70 ) $ (1.17 ) Diluted EPS: Net income (loss) attributable to common stockholders $ 422 $ (19,789 ) $ (13,493 ) Weighted-average common shares used in basic EPS 39,663 28,217 11,488 Dilutive effect of weighted-average common stock options 2,510 — — Dilutive effect of weighted-average restricted stock awards 532 — — Dilutive effect of weighted-average restricted stock units 426 — — Dilutive effect of weighted-average ESPP 25 — — Dilutive effect of weighted-average escrow shares 591 — — Dilutive effect of weighted-average contingent shares 748 — — Weighted-average shares used to compute diluted net income (loss) per share attributable to common stockholders 44,495 28,217 11,488 Diluted net income (loss) per share attributable to common stockholders $ 0.01 $ (0.70 ) $ (1.17 ) |
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: December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Options to purchase common stock — 8,113 8,360 Unvested restricted stock awards — 1,750 — Unvested restricted stock units — 845 — Shares held in escrow — 125 — Contingent shares 704 — — Conversion of convertible preferred stock — — 14,410 Conversion of preferred stock warrants — — 436 Total shares excluded from net income (loss) per share attributable to common stockholders 704 10,833 23,206 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Investments in Marketable Securities | Investments in marketable securities presented within prepaid expenses and other current assets and other assets, non-current on the consolidated balance sheet as of December 31, 2015 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale - short-term: U.S. Treasury, government and agency debt securities $ 10,485 $ — $ (22 ) $ 10,463 Corporate debt securities 12,786 — — 12,786 Total $ 23,271 $ — $ (22 ) $ 23,249 Available-for-sale - long-term: U.S. Treasury, government and agency debt securities $ 13,529 $ — $ (46 ) $ 13,483 |
Amortized Cost and Fair Value of the Company's Marketable Securities | The amortized cost and fair value of the Company's marketable securities at December 31, 2015 , by contractual years-to-maturity are as follows: Amortized Cost Fair Value (in thousands) Due in less than 1 year $ 23,271 $ 23,249 Due within 1-2 years 13,529 13,483 Total $ 36,800 $ 36,732 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful Computer equipment under capital leases Shorter of useful Major classes of property and equipment were as follows: December 31, 2015 December 31, 2014 (in thousands) Purchased software $ 1,706 $ 1,651 Computer equipment and network hardware 40,765 24,673 Furniture, fixtures and office equipment 1,959 1,491 Leasehold improvements 3,237 2,994 Gross property and equipment 47,667 30,809 Accumulated depreciation (22,264 ) (15,613 ) Net property and equipment $ 25,403 $ 15,196 |
Internal Use Software Develop32
Internal Use Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Schedule Of Internal Use Software Costs | Internal use software development costs were as follows: December 31, 2015 December 31, 2014 (in thousands) Internal use software development costs, gross $ 27,265 $ 20,926 Accumulated amortization (13,336 ) (9,425 ) Internal use software development costs, net $ 13,929 $ 11,501 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following table provides unaudited pro forma information as if Shiny and iSocket had been acquired as of January 1, 2013. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed. The pro forma results do not include any anticipated cost synergies or other effects of the integration of Shiny and iSocket or recognition of compensation expense relating to the contingent consideration. 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. Year Ended December 31, 2014 December 31, 2013 (in thousands, except per share data) Pro forma revenues $ 125,834 $ 84,249 Pro forma net loss $ (27,659 ) $ (23,419 ) Pro forma net loss per share, basic and diluted $ (0.95 ) $ (1.92 ) The following table provides unaudited pro forma information as if 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 Chango or recognition of compensation expense relating to the contingent consideration. 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. Year Ended December 31, 2015 December 31, 2014 (in thousands, except per share data) Pro forma revenues $ 265,134 $ 167,860 Pro forma net income (loss) $ 673 $ (39,225 ) Pro forma net income (loss) per share, basic $ 0.02 $ (1.27 ) Pro forma net income(loss) per share, diluted $ 0.01 $ (1.27 ) |
Chango | |
Business Acquisition [Line Items] | |
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 4,058 Cash paid 9,097 Working capital adjustment (184 ) Total purchase consideration 101,619 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 51,732 Total assets acquired $ 119,225 Accounts payable and accrued expenses 5,825 Other liabilities 443 Deferred tax liability, net 11,338 Total liabilities assumed 17,606 Total net assets acquired $ 101,619 |
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 (dollars in thousands): Estimated Useful Life Developed 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 * In-process research and development was completed and placed in service as of December 31, 2015 and amortization commenced. |
iSocket | |
Business Acquisition [Line Items] | |
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): Fair value of common stock $ 11,200 Fair value of contingent consideration 9,065 Fair value attributed to pre-acquisition stock options exchanged 2,142 Total purchase consideration, including contingent consideration 22,407 Other assets, including cash acquired of $0.6 million 1,521 Intangible assets 12,193 Goodwill 9,461 Other liabilities (768 ) Net assets acquired $ 22,407 |
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 (dollars in thousands): Estimated Useful Life Developed technology $ 9,310 5.0 years Customer Relationships 2,880 2.5 years Trademarks 3 0.5 years Total intangible assets acquired $ 12,193 |
Shiny | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The Company’s allocation of the total purchase considerations is summarized below (in thousands): Cash purchase consideration (excluding $0.7 million tied to continued employment) $ 4,651 Other assets, including cash acquired of $0.1 million 737 Intangible assets 2,300 Goodwill 3,021 Other liabilities (1,407 ) Net assets acquired $ 4,651 |
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 (dollars in thousands): Estimated Useful Life Developed technology $ 1,360 3.0 years Customer relationships 450 2.5 years Non-compete agreements 490 3.0 years Total intangible assets acquired $ 2,300 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Details of the Company’s goodwill were as follows: December 31, 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 — Error correction related to iSocket (See Note 7) (2,317 ) — Measurement period adjustment related to Chango (See Note 7) (520 ) — Other adjustment related to Chango (See Note 7) (261 ) — Ending balance $ 65,705 $ 16,290 |
Schedule of Finite-Lived Intangible Assets | The estimated useful lives of the Company’s intangible assets are as follows: Years Developed technology 3 to 5 Customer relationships 2.5 to 5 Non-compete agreements 2 to 3 Other intangible assets 0.5 to 1 Details of the Company’s intangible assets were as follows: December 31, 2015 December 31, 2014 (in thousands) Amortizable intangible assets: Developed technology $ 35,756 $ 13,176 Customer relationships 25,330 3,330 Non-compete agreements 4,990 490 Trademarks — 3 Total identifiable intangible assets, gross 66,076 16,999 Total accumulated amortization—intangible assets (15,293 ) (2,909 ) Total identifiable intangible assets, net $ 50,783 $ 14,090 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 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) 2016 $ 16,227 2017 13,725 2018 9,941 2019 8,680 2020 and thereafter 2,210 Total $ 50,783 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2015 : December 31, 2015 Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 19,257 $ 19,257 $ — $ — Corporate debt securities $ 12,786 $ 12,786 $ — $ — U.S. Treasury, government and agency debt securities $ 23,946 $ 23,946 $ — $ — 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 liability $ 11,448 $ — $ — $ 11,448 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The Company’s contingent consideration liabilities were 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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Beginning balance $ 11,448 $ — $ — Increase to contingent consideration liability related to the iSocket acquisition (See Note 7) — 11,382 — Increase to contingent consideration liability related to the Chango acquisition (See Note 7) 16,171 — — Change in fair value of contingent consideration liabilities recorded in general and administrative expense 306 66 — Decrease in iSocket contingent consideration liability related to goodwill adjustment (See Note 7) (2,317 ) — — Issuance of shares associated with iSocket and Chango contingent consideration (25,608 ) — — Ending balance $ — $ 11,448 $ — The Company’s pre-IPO preferred stock warrants were 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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Beginning balance $ — $ 5,451 $ 1,330 Change in value of preferred stock warrants recorded in other expense, net — 732 4,121 Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant — (6,183 ) — Ending balance $ — $ — $ 5,451 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The Company determined the fair value of the convertible preferred stock warrants utilizing the Black-Scholes model with the following weighted-average assumptions: Series B December 31, Series C Risk-free interest rate 0.18 % 0.13 % Expected term (in years) 0.69 0.50 Estimated dividend yield 2.00 % 2.00 % Weighted-average estimated volatility 64 % 63 % Fair value (in thousands) $ 173 $ 5,278 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses included the following: December 31, 2015 December 31, 2014 (in thousands) Accounts payable—seller $ 228,850 $ 138,366 Accounts payable—trade 6,962 5,350 Accrued employee-related payables 12,155 7,305 Total $ 247,967 $ 151,021 |
Debt and Capital Lease Arrang37
Debt and Capital Lease Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt and capital lease arrangements consisted of the following: December 31, 2015 December 31, 2014 (in thousands) Line of credit $ — $ — Capital lease obligations — 105 Total $ — $ 105 |
Capitalization (Tables)
Capitalization (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Convertible Preferred Stock | At December 31, 2013 , the Company’s outstanding convertible preferred stock consisted of the following: December 31, 2013 Shares Shares Carrying Liquidation (Dollars in thousands) Series A 6,154,000 6,154,000 $ 4,000 $ 6,118 Series B 13,588,160 13,562,986 21,087 30,754 Series C 4,765,173 3,919,306 9,484 12,779 Series D 5,184,191 5,184,189 18,000 23,121 Total 29,691,524 28,820,481 $ 52,571 $ 72,772 The original issue price and conversion price of the each series of preferred stock were as follows: Original Issue Conversion Price Series A $ 0.65 $ 1.30 Series B $ 1.55556 $ 3.11112 Series C $ 2.42729 $ 4.85458 Series D $ 3.55603 $ 7.11206 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the year ended December 31, 2015 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2014 8,113 $ 8.05 Granted 874 $ 16.59 Options assumed in acquisitions 428 $ 4.43 Exercised (2,562 ) $ 5.35 Canceled (650 ) $ 11.56 Outstanding at December 31, 2015 6,203 $ 9.76 7.40 years $ 41,871 Vested and expected to vest at December 31, 2015 6,126 $ 9.71 7.38 years $ 41,635 Exercisable at December 31, 2015 3,502 $ 7.77 6.75 years $ 30,393 |
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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 Expected term (in years) 4.5 5.7 6.0 Risk-free interest rate 1.30 % 1.75 % 1.28 % Expected volatility 47 % 51 % 58 % Dividend yield — % — % — % |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the year ended December 31, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2014 1,750 Granted 552 Canceled (73 ) Vested (750 ) Nonvested shares subject to restricted stock outstanding at December 31, 2015 1,479 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the year ended December 31, 2015 is as follows: Number of Shares (in thousands) Nonvested shares of restricted stock units outstanding at December 31, 2014 845 Granted 2,356 Canceled (325 ) Vested (229 ) Nonvested shares subject to restricted stock units outstanding at December 31, 2015 2,647 |
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: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Cost of revenue $ 240 $ 166 $ 87 Sales and marketing 7,415 3,217 1,105 Technology and development 4,963 2,228 1,645 General and administrative 17,966 18,235 3,515 Total stock-based compensation expense $ 30,584 $ 23,846 $ 6,352 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following are the domestic and foreign components of the Company’s loss before income taxes for the years ended December 31, 2015 , 2014 , and 2013 : Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Domestic $ 15,723 $ (19,081 ) $ (9,535 ) International (19,862 ) 580 533 Loss before income taxes $ (4,139 ) $ (18,501 ) $ (9,002 ) |
Schedule of Components of Income Tax Expense (Benefit) | The following are the components of the provision (benefit) for income taxes for the years ended December 31, 2015 , 2014 , and 2013 : Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) Current: Federal $ 196 $ — $ — State 90 16 58 Foreign 367 308 189 Total current provision 653 324 247 Deferred: Federal — (10 ) 9 State 1 (1 ) 1 Foreign (5,215 ) (141 ) (10 ) Total deferred benefit (5,214 ) (152 ) — Total provision (benefit) for income taxes $ (4,561 ) $ 172 $ 247 |
Schedule of Effective Income Tax Rate Reconciliation | Set forth below is a reconciliation of the components that caused the Company’s provision (benefit) for income taxes to differ from amounts computed by applying the U.S. Federal statutory rate of 34.0% for the years ended December 31, 2015 , 2014 , and 2013 : Year Ended December 31, 2015 December 31, 2014 December 31, 2013 U.S. federal statutory income tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit (1.4 )% (0.1 )% (0.4 )% Foreign income at other than U.S. rates (31.0 )% 0.8 % — % Stock-based compensation expense (31.5 )% (4.4 )% (10.0 )% Meals and entertainment (14.2 )% (1.7 )% (1.3 )% Acquisition and related items (8.6 )% (0.1 )% — % Non-deductible gifts (0.8 )% (0.1 )% (0.2 )% Research and development tax credits 42.3 % 4.7 % 5.6 % Tax effect of intercompany financing 11.2 % — % — % Other permanent items (0.5 )% (1.6 )% (0.5 )% Provision to return adjustments (9.4 )% (0.2 )% — % Change in valuation allowance 120.1 % (32.2 )% (29.9 )% Effective income tax rate 110.2 % (0.9 )% (2.7 )% |
Schedule of Deferred Tax Assets and Liabilities | Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities as of December 31, 2015 and 2014 : December 31, 2015 December 31, 2014 (in thousands) Deferred Tax Assets: Accrued liabilities $ 1,777 $ 649 Stock-based compensation 7,737 6,401 Net operating loss carryovers 18,609 23,241 Research tax credit carryovers 7,931 4,596 Other 1,926 1,357 Total deferred tax assets 37,980 36,244 Less valuation allowance (29,255 ) (32,481 ) Deferred tax assets, net of valuation allowance 8,725 3,763 Deferred Tax Liabilities: Fixed assets (2,630 ) (777 ) Intangible assets (12,198 ) (3,036 ) Other — — Total deferred tax liabilities (14,828 ) (3,813 ) Net deferred tax liability $ (6,103 ) $ (50 ) |
Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward | The following table summarizes the activity related to the unrecognized tax benefits (in thousands): Amount (in thousands) Balance at January 1, 2013 $ 1,067 Increases related to current year tax positions 408 Decreases related to prior year tax positions (21 ) Balance at December 31, 2013 1,454 Increases related to current year tax positions 679 Decreases related to prior year tax positions (2 ) Balance as of December 31, 2014 2,131 Increases related to current year tax positions 2,194 Decreases related to prior year tax positions — Balance as of December 31, 2015 $ 4,325 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Revenue from External Customers by Geographic Areas [Table Text Block] | Revenues by geography are based on the location of the Company's sellers. The Company's revenue by geographical region were as follows: Year Ended December 31, 2015 December 31, 2014 December 31, 2013 (in thousands) United States $ 172,188 $ 73,277 $ 51,461 United Kingdom 20,355 16,047 10,590 Other international 55,941 35,971 21,779 Total $ 248,484 $ 125,295 $ 83,830 |
Long-lived Assets by Geographic Areas | The Company’s property and equipment, net by geographical region were as follows: December 31, 2015 December 31, 2014 (in thousands) United States $ 21,782 $ 12,680 Other international 3,621 2,516 Total $ 25,403 $ 15,196 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2015 the Company’s non-cancelable minimum operating lease commitments were as follows: Fiscal Year Amount (in thousands) 2016 $ 6,432 2017 5,835 2018 5,656 2019 4,910 2020 3,197 Thereafter 1,626 Total $ 27,656 |
Nature of Operations (Details)
Nature of Operations (Details) - Common Stock - shares | Apr. 07, 2014 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||
Initial public offering, shares sold during IPO | 6,432,445 | 6,432,000 |
Initial public offering, shares sold by existing stockholders | 1,354,199 |
Organization and Summary of S44
Organization and Summary of Significant Accounting Policies (Narrative) (Details) | Apr. 07, 2014shares | Mar. 18, 2014 | Dec. 31, 2015USD ($)buyersegment | Dec. 31, 2014USD ($)buyer | Dec. 31, 2013USD ($) |
Accounting Policies [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Stock-based compensation award requisite service period | 4 years | ||||
Tax benefit from compensation expense | $ 0 | $ 0 | $ 0 | ||
Dividend yield | 0.00% | ||||
Restricted cash included in prepaid expenses and other current assets | $ 300,000 | 400,000 | |||
Restricted cash included in other assets, non-current | 0 | 1,000,000 | |||
Allowance for doubtful accounts | 1,000,000 | 300,000 | |||
Provision for doubtful accounts | 900,000 | 200,000 | |||
Allowance for doubtful accounts, write-offs | 200,000 | 600,000 | 400,000 | ||
Class of Stock [Line Items] | |||||
Foreign exchange (gain) loss, net | $ (1,400,000) | $ (1,119,000) | $ 728,000 | ||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Reverse stock split, conversion ratio | 0.5 | ||||
Credit Concentration Risk | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, number of buyers | buyer | 2 | 2 | |||
Credit Concentration Risk | Accounts Receivable | Customer 1 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | 15.00% | |||
Credit Concentration Risk | Accounts Receivable | Customer 2 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 11.00% | |||
Credit Concentration Risk | Accounts Payable | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Number Of Sellers | buyer | 1 | 1 | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Major Customers, Policy [Policy Text Block] | 0 | 0 | 0 | ||
Supplier Concentration Risk | Accounts Payable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 14.00% | |||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Reverse stock split, conversion ratio | 0.5 | ||||
Conversion of stock, shares converted | shares | 1 |
Organization and Summary of S45
Organization and Summary of Significant Accounting Policies Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computer equipment and network hardware | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture, fixtures and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture, fixtures and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Internal Use Software Development Costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Organization and Summary of S46
Organization and Summary of Significant Accounting Policies Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Developed technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Developed technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years 6 months |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Non-compete agreements | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Non-compete agreements | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Other Intangible Assets [Member] | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 6 months |
Other Intangible Assets [Member] | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year 6 months |
Net Income (Loss) Per Share A47
Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basic EPS: | |||
Net income (loss) attributable to common stockholders | $ 422 | $ (19,789) | $ (13,493) |
Weighted-average common shares outstanding | 42,067 | 29,921 | 11,540 |
Weighted-average unvested restricted shares | (1,677) | (1,704) | (52) |
Weighted-average escrow shares | (727) | 0 | 0 |
Weighted-average common shares outstanding used to compute net income (loss) per share attributable to common stockholders | 39,663 | 28,217 | 11,488 |
Basic net income (loss) per share attributable to common stockholders | $ 0.01 | $ (0.70) | $ (1.17) |
Diluted EPS: | |||
Net income (loss) attributable to common stockholders | $ 422 | $ (19,789) | $ (13,493) |
Weighted-average common shares used in basic EPS | 39,663 | 28,217 | 11,488 |
Dilutive effect of weighted-average escrow shares (in shares) | 591 | 0 | 0 |
Dilutive effect of weighted-average contingent shares (in shares) | 748 | 0 | 0 |
Weighted-average shares used to compute diluted net income (loss) per share attributable to common stockholders (in shares) | 44,495 | 28,217 | 11,488 |
Diluted net income (loss) per share attributable to common stockholders (in shares) | $ 0.01 | $ (0.70) | $ (1.17) |
Stock Option | |||
Diluted EPS: | |||
Dilutive effect of weighted-average share-based compensation (in shares) | 2,510 | 0 | 0 |
Restricted Stock Awards | |||
Diluted EPS: | |||
Dilutive effect of weighted-average share-based compensation (in shares) | 532 | 0 | 0 |
Restricted Stock Units (RSUs) | |||
Diluted EPS: | |||
Dilutive effect of weighted-average share-based compensation (in shares) | 426 | 0 | 0 |
ESPP | |||
Diluted EPS: | |||
Dilutive effect of weighted-average share-based compensation (in shares) | 25 | 0 | 0 |
Net Income (Loss) Per Share A48
Net Income (Loss) Per Share Attributable to Common Stockholders (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 24, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 704,000 | 10,833,000 | 23,206,000 | |
Preferred Stock Dividends, Income Statement Impact | $ 0 | $ 1,116 | $ 4,244 | |
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 | ||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | |||
Contingent consideration, shares issued | 971,481 | |||
Contingent Consideration, Shares Released From Escrow | 126,098 | |||
Business Combination, Contingent Consideration, Shares Held in Escrow | 126,098 | |||
Business Combination, Contingent Consideration, Stock Price Trigger | $ 18.77 | |||
iSocket | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 9,600 | |||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | |||
Contingent consideration, shares issued | 585,170 | |||
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 0 | 8,113,000 | 8,360,000 | |
Unvested restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 0 | 1,750,000 | 0 | |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 0 | 845,000 | 0 | |
Shares held in escrow | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 0 | 125,000 | 0 | |
Contingent Consideration Issued In Acquisitions [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 704,000 | 0 | 0 | |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 0 | 0 | 14,410,000 | |
Conversion of preferred stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from net income (loss) per share attributable to common stockholders | 0 | 0 | 436,000 |
Investments (Investments in Mar
Investments (Investments in Marketable Securities) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | $ 0 | |
Available-for-sale - short-term: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 23,271,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (22,000) | |
Fair Value | 23,249,000 | |
Available-for-sale - short-term: | U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,485,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (22,000) | |
Fair Value | 10,463,000 | |
Available-for-sale - short-term: | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 12,786,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 12,786,000 | |
Available-for-sale - long-term: | U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 13,529,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (46,000) | |
Fair Value | $ 13,483,000 |
Investments (Amortized cost and
Investments (Amortized cost and Fair Value of Marketable Securities) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Due in less than 1 year, Amortized Cost | $ 23,271 |
Due within 1-2 years, Amortized Cost | 13,529 |
Total, Amortized Cost | 36,800 |
Due in less than 1 year, Fair Value | 23,249 |
Due within 1-2 years, Fair Value | 13,483 |
Total, Fair Value | $ 36,732 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | ||
Weighted remaining contractual maturity | 9 months 8 days | |
Realized Gain (Loss) on Marketable Securities, Cost Method Investments, and Other Investments | $ 0 | |
Trading Securities, Unrealized Holding Gain | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 47,667 | $ 30,809 |
Accumulated depreciation | (22,264) | (15,613) |
Property and equipment, net | 25,403 | 15,196 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,706 | 1,651 |
Computer equipment and network hardware | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 40,765 | 24,673 |
Furniture, fixtures and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,959 | 1,491 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 3,237 | $ 2,994 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense on property and equipment | $ 8,600,000 | $ 6,500,000 | $ 4,900,000 |
Property and equipment under capital leases | 0 | 600,000 | |
Accumulated depreciation on property and equipment under capital leases | 500,000 | ||
Impairment of long-lived assets | 0 | 0 | 0 |
Assets Held under Capital Leases | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense on property and equipment | $ 0 | $ 300,000 | $ 500,000 |
Internal Use Software Develop54
Internal Use Software Development Costs (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Research and Development [Abstract] | |||
Capitalized computer software, additions | $ 9,200,000 | $ 9,400,000 | $ 4,100,000 |
Capitalized computer software, amortization | 6,700,000 | 5,100,000 | 2,700,000 |
Internal use software development costs, write-offs | 1,500,000 | 700,000 | 200,000 |
Estimated amortization expense, 2016 | 6,500,000 | ||
Estimated amortization expense, 2017 | 4,900,000 | ||
Estimated amortization expense, 2018 | 2,400,000 | ||
Estimated amortization expense, 2019 | 200,000 | ||
Capitalized computer software, impairments | $ 0 | $ 0 | $ 0 |
Internal Use Software Develop55
Internal Use Software Development Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Research and Development [Abstract] | ||
Internal use software development costs, gross | $ 27,265 | $ 20,926 |
Accumulated amortization | (13,336) | (9,425) |
Internal use software development costs, net | $ 13,929 | $ 11,501 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2015 | Apr. 24, 2015 | Nov. 17, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 20, 2014 |
Business Acquisition [Line Items] | ||||||
Unrecognized employee stock-based compensation | $ 14,800 | $ 14,800 | ||||
Goodwill, Other Changes | 261 | $ 0 | ||||
Deferred tax liabilities, intangible assets | 12,198 | 12,198 | 3,036 | |||
Total deferred tax assets | 37,980 | 37,980 | 36,244 | |||
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, Shares Held in Escrow | 126,098 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 18,200 | $ 18,200 | $ 18,200 | |||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | |||||
Business Combination, Contingent Consideration, Stock Price Trigger | $ 18.77 | |||||
Fair value of contingent consideration | $ 16,171 | |||||
Contingent consideration, shares issued | 971,481 | |||||
Fair value attributed to pre-acquisition stock options exchanged | 4,058 | 4,318 | ||||
Unrecognized employee stock-based compensation | 700 | 2,400 | $ 700 | |||
Deferred tax liabilities, intangible assets | 13,900 | |||||
Total deferred tax assets | $ 2,000 | |||||
Net operating loss acquired | 6,900 | |||||
Measurement period adjustment related to Chango (See Note 7) | (520) | 0 | ||||
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 | |||||
iSocket | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock | $ 11,200 | |||||
Indemnification assets, shares held in escrow | 125,116 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 9,600 | $ 9,600 | ||||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | |||||
Fair value of contingent consideration | $ 9,100 | |||||
Contingent consideration, shares issued | 585,170 | |||||
Fair value attributed to pre-acquisition stock options exchanged | 2,142 | |||||
Unrecognized employee stock-based compensation | 1,000 | |||||
Deferred tax liabilities, intangible assets | 4,800 | |||||
Total deferred tax assets | $ 6,400 | |||||
Fair Value Inputs, Discount Rate | 4.80% | |||||
Deferred Taxes, Business Combination, Valuation Allowance, Available to Reduce Income Tax Expense | $ 1,600 | |||||
Business Combination, Consideration Transferred, Stock Options Exchanged and Compensation Not yet Recognized | 3,100 | |||||
Measurement period adjustment related to Chango (See Note 7) | $ (2,317) | 0 | ||||
iSocket | Previously Reported | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of contingent consideration | $ 11,400 | |||||
iSocket | General and Administrative Expense | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition related costs | $ 400 | |||||
iSocket | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest issued, number of shares | 840,885 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 12,000 | |||||
Shiny | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of contingent consideration | $ 700 | |||||
Business Acquisition, Goodwill, Expected Tax Nondeductible Amount | 200 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 2,800 |
Business Combinations (Allocati
Business Combinations (Allocation of Total Purchase Considerations) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Apr. 24, 2015 | Nov. 17, 2014 | Oct. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 65,705 | $ 16,290 | $ 1,491 | |||
iSocket | ||||||
Business Acquisition [Line Items] | ||||||
Shares of the Company's common stock | $ 11,200 | |||||
Estimated fair value of contingent consideration | 9,100 | |||||
Fair value of stock-based awards exchanged | 2,142 | |||||
Total purchase consideration | 22,407 | |||||
Cash acquired | 600 | |||||
Intangible assets | 12,193 | |||||
Goodwill | 9,461 | |||||
Net assets acquired | 22,407 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Cash and Other Assets | 1,521 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Other | $ (768) | |||||
Shiny | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 4,651 | |||||
Estimated fair value of contingent consideration | 700 | |||||
Cash acquired | 100 | |||||
Intangible assets | 2,300 | |||||
Goodwill | 3,021 | |||||
Net assets acquired | 4,651 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Cash and Other Assets | 737 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Other | $ (1,407) | |||||
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 | $ 4,058 | 4,318 | ||||
Cash paid | 9,097 | |||||
Working capital adjustment | (184) | |||||
Total purchase consideration | 101,619 | |||||
Cash acquired | 450 | |||||
Accounts receivable | 13,333 | |||||
Prepaid and other assets | 1,025 | |||||
Fixed assets | 265 | |||||
Intangible assets | 52,420 | |||||
Goodwill | 51,732 | |||||
Total assets acquired | 119,225 | |||||
Accounts payable and accrued expenses | 5,825 | |||||
Other liabilities | 443 | |||||
Deferred tax liability, net | 11,338 | |||||
Total liabilities assumed | 17,606 | |||||
Net assets acquired | 101,619 | |||||
In-process research and development | Chango | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 580 |
Business Combinations (Acquired
Business Combinations (Acquired Intangible Assets and Estimated Useful Lives) (Details) - USD ($) $ in Thousands | Apr. 24, 2015 | Nov. 17, 2014 | Oct. 20, 2014 |
Shiny | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 2,300 | ||
Shiny | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 1,360 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
Shiny | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 450 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years 6 months | ||
Shiny | Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 490 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
iSocket | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 12,193 | ||
iSocket | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 9,310 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
iSocket | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 2,880 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years 6 months | ||
iSocket | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 3 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 months | ||
Chango | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 52,420 | ||
Chango | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | 22,000 | ||
Chango | 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 | ||
Chango | 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 | ||
Chango | Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 3,090 | ||
Chango | 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 | ||
Chango | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 250 | ||
Minimum | Chango | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
Maximum | Chango | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Maximum | Chango | Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | ||
Maximum | Chango | 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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Chango | |||
Business Acquisition [Line Items] | |||
Pro forma revenues | $ 265,134 | $ 167,860 | |
Pro forma net income (loss) | $ 673 | $ (39,225) | |
Pro forma net income (loss) per share, basic | $ 0.02 | $ (1.27) | |
Pro forma net income(loss) per share, diluted | $ 0.01 | $ (1.27) | |
Shiny and iSocket | |||
Business Acquisition [Line Items] | |||
Pro forma revenues | $ 125,834 | $ 84,249 | |
Pro forma net income (loss) | $ (27,659) | $ (23,419) | |
Pro forma net income (loss) per share, basic | $ (0.95) | $ (1.92) | |
Pro forma net income(loss) per share, diluted | $ (0.95) | $ (1.92) |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 16,290 | $ 1,491 |
Other adjustment related to Chango (See Note 7) | (261) | 0 |
Ending balance | 65,705 | 16,290 |
iSocket | ||
Goodwill [Roll Forward] | ||
Additions from acquisitions | 0 | 11,778 |
Measurement period adjustment related to Chango (See Note 7) | (2,317) | 0 |
Shiny | ||
Goodwill [Roll Forward] | ||
Additions from acquisitions | 0 | 3,021 |
Chango | ||
Goodwill [Roll Forward] | ||
Additions from acquisitions | 52,513 | 0 |
Measurement period adjustment related to Chango (See Note 7) | $ (520) | $ 0 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets (Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 66,076 | $ 16,999 |
Total accumulated amortization—intangible assets | (15,293) | (2,909) |
Total | 50,783 | 14,090 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 35,756 | 13,176 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 25,330 | 3,330 |
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 | $ 0 | $ 3 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill and Intangible Asset Impairment | $ 0 | $ 0 | $ 0 |
Amortization expense of intangible assets | $ 15,700,000 | $ 900,000 | $ 900,000 |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets (Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 16,227 | |
2,017 | 13,725 | |
2,018 | 9,941 | |
2,019 | 8,680 | |
2020 and thereafter | 2,210 | |
Total | $ 50,783 | $ 14,090 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | $ 0 | |||
Contingent consideration liabilities | $ 0 | 11,448,000 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liabilities | 11,448,000 | |||
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 | |||
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 | |||
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 | 0 | 11,448,000 | $ 0 | $ 0 |
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 | 19,257,000 | 55,963,000 | ||
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 | 19,257,000 | 55,963,000 | ||
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 | 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 | 12,786,000 | |||
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 | 23,946,000 | |||
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 | 23,946,000 | |||
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 | |||
Available-for-sale - short-term: | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Available-for-sale Securities | $ 12,786,000 |
Fair Value Measurements (Change
Fair Value Measurements (Change in Fair Value) (Details) - Conversion of preferred stock warrants - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | $ 5,451 | $ 1,330 |
Change in value of preferred stock warrants recorded in other expense, net | 0 | 732 | 4,121 |
Net exercise of preferred stock warrant and conversion of preferred stock warrant to common stock warrant | 0 | (6,183) | 0 |
Ending balance | $ 0 | $ 0 | $ 5,451 |
Fair Value Measurements (Chan66
Fair Value Measurements (Change In Fair Value Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 306 | $ 66 | $ 0 |
Contingent consideration liability - Ending Balance | 0 | 11,448 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration liability - Beginning Balance | 11,448 | ||
Contingent consideration liability - Ending Balance | 11,448 | ||
Significant Unobservable Inputs (Level 3) | Fair Value, Measurements, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration liability - Beginning Balance | 11,448 | 0 | 0 |
Change in fair value of contingent consideration | 306 | 66 | 0 |
Decrease in iSocket contingent consideration liability related to goodwill adjustment (See Note 7) | (2,317) | 0 | 0 |
Issuance of shares associated with iSocket and Chango contingent consideration | (25,608) | 0 | 0 |
Contingent consideration liability - Ending Balance | 0 | 11,448 | 0 |
Significant Unobservable Inputs (Level 3) | iSocket | 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 | 11,382 | 0 |
Significant Unobservable Inputs (Level 3) | 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 | $ 16,171 | $ 0 | $ 0 |
Fair Value Measurements (Weight
Fair Value Measurements (Weighted-Average Assumptions) (Details) - USD ($) $ in Thousands | Dec. 31, 2013 | Dec. 31, 2015 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | |
Series B | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.18% | |
Expected term | 8 months 9 days | |
Dividend yield | 2.00% | |
Expected volatility | 64.00% | |
Fair value | $ 173 | |
Series C | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.13% | |
Expected term | 6 months | |
Dividend yield | 2.00% | |
Expected volatility | 63.00% | |
Fair value | $ 5,278 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Apr. 07, 2014$ / sharesshares | Mar. 18, 2014 | Jun. 30, 2014shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | Apr. 24, 2015$ / sharesshares | Apr. 01, 2014$ / sharesshares | Dec. 31, 2012USD ($) |
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | $ 0 | ||||||||
Contingent consideration liabilities | $ 0 | 11,448,000 | |||||||
Change in fair value of contingent consideration | 306,000 | 66,000 | $ 0 | ||||||
Stock Issued During Period Shares, Stock Warrants Net Exercised | shares | 12,587 | ||||||||
Change in fair value of preferred stock warrant liabilities | 0 | 732,000 | 4,121,000 | ||||||
Recurring | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 11,448,000 | ||||||||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 0 | ||||||||
Recurring | Significant Other Observable Inputs (Level 2) | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 0 | ||||||||
Recurring | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Contingent consideration liabilities | 0 | 11,448,000 | 0 | $ 0 | |||||
Change in fair value of contingent consideration | 306,000 | 66,000 | 0 | ||||||
Nonrecurring | |||||||||
Class of Stock [Line Items] | |||||||||
Asset Impairment Charges | $ 0 | 0 | 0 | ||||||
iSocket | |||||||||
Class of Stock [Line Items] | |||||||||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | ||||||||
Contingent consideration, shares issued | shares | 585,170 | ||||||||
iSocket | Recurring | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Change in fair value of contingent consideration | $ 0 | 11,382,000 | 0 | ||||||
Chango | |||||||||
Class of Stock [Line Items] | |||||||||
Business Combination, Contingent Consideration, Shares Held in Escrow | shares | 126,098 | ||||||||
Business Combination, Contingent Consideration, Threshold Trading Days to Determine Number of Shares | 10 days | ||||||||
Business Combination, Contingent Consideration, Stock Price Trigger | $ / shares | $ 18.77 | ||||||||
Contingent consideration, shares issued | shares | 971,481 | ||||||||
Chango | Recurring | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Change in fair value of contingent consideration | $ 16,171,000 | 0 | $ 0 | ||||||
Money Market Funds [Member] | Recurring | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | 19,257,000 | 55,963,000 | |||||||
Money Market Funds [Member] | Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | 19,257,000 | 55,963,000 | |||||||
Money Market Funds [Member] | Recurring | Significant Other Observable Inputs (Level 2) | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | 0 | 0 | |||||||
Money Market Funds [Member] | Recurring | Significant Unobservable Inputs (Level 3) | |||||||||
Class of Stock [Line Items] | |||||||||
Available-for-sale Securities | $ 0 | $ 0 | |||||||
Series C warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, outstanding | shares | 845,867 | ||||||||
Convertible preferred stock warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 25,174 | ||||||||
Common stock warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 286,055 | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 12,587 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.5 | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 14,696,000 | ||||||||
Share Price | $ / shares | $ 15 | $ 15 |
Accounts Payable and Accrued 69
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accounts payable—seller | $ 228,850 | $ 138,366 |
Accounts payable—trade | 6,962 | 5,350 |
Accrued employee-related payables | 12,155 | 7,305 |
Accounts payable and accrued expenses | 247,967 | 151,021 |
Accounts Payable, Right to Offset, Current | $ 700 | $ 700 |
Debt and Capital Lease Arrang70
Debt and Capital Lease Arrangements (Debt and Capital Lease Arrangements) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 0 | $ 0 |
Capital lease obligations | 0 | 105 |
Debt and Capital Lease Obligations | $ 0 | $ 105 |
Debt and Capital Lease Arrang71
Debt and Capital Lease Arrangements (Narrative) (Details) | Apr. 14, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | |||
Line of credit | $ 0 | $ 0 | |
Silicon Valley Bank | Line of Credit | Revolving Credit Facility | 2011 Loan Agreement | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 40,000,000 | ||
Debt instrument, minimum net cash balance before increase in variable rate | $ 1 | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | ||
Debt instrument, covenant, fixed charge coverage ratio, minimum allowed | 1.1 | ||
Debt instrument, covenant, fixed charge coverage ratio, calculation period | 12 months | ||
Line of credit facility, remaining borrowing capacity | $ 40,000,000 | ||
Line of credit | $ 0 | ||
Debt instrument, covenant, minimum remaining borrowing capacity threshold, percent | 20.00% | ||
Repayments of lines of credit | $ 3,800,000 | ||
Debt Instrument, Maturity Date | Sep. 27, 2018 | ||
Silicon Valley Bank | Line of Credit | Revolving Credit Facility | 2011 Loan Agreement | Prime Rate | Net Cash Balance Exceeding One Dollar, Maintained | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.00% | ||
Silicon Valley Bank | Line of Credit | Revolving Credit Facility | 2011 Loan Agreement | Prime Rate | Net Cash Balance Exceeding One Dollar, Not Maintained | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.50% | ||
Silicon Valley Bank | Line of Credit | Revolving Credit Facility | 2011 Loan Agreement | London Interbank Offered Rate (LIBOR) | Net Cash Balance Exceeding One Dollar, Maintained | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% |
Capitalization (Narrative) (Det
Capitalization (Narrative) (Details) | Apr. 07, 2014USD ($)$ / sharesshares | Mar. 18, 2014 | Dec. 31, 2015USD ($)shares | Dec. 31, 2014shares | Dec. 31, 2013USD ($)$ / sharesshares | Apr. 01, 2014$ / sharesshares | Mar. 14, 2014shares | Jan. 12, 2010$ / shares | Mar. 01, 2009$ / shares |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 73,380,126 | 80,608,856 | |||||
Proceeds from Issuance Initial Public Offering | $ | $ 86,200,000 | ||||||||
Deferred offering costs included in accounts payable and accrued expenses | $ | $ 3,500,000 | ||||||||
Convertible preferred stock, terms of conversion, proceeds from issuance initial public offering, net of offering costs, minimum | $ | $ 20,000,000 | ||||||||
Convertible preferred stock, terms of conversion, pre-offering enterprise value, minimum | $ | $ 250,000,000 | ||||||||
Convertible preferred stock, terms of conversion, holder consent vote, percent, minimum | 75.00% | ||||||||
Number of Shares Authorized | 12,464,864 | ||||||||
Dividends | $ | $ 0 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Initial public offering, shares sold during IPO | 6,432,445 | 6,432,000 | |||||||
Initial public offering, shares sold during IPO, over-allotment option | 1,015,649 | ||||||||
Initial public offering, shares sold by existing stockholders | 1,354,199 | ||||||||
Share Price | $ / shares | $ 15 | $ 15 | |||||||
Conversion of convertible preferred stock to common stock (in shares) | 14,696,000 | ||||||||
Reverse stock split, conversion ratio | 0.5 | ||||||||
Convertible preferred stock warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,174 | ||||||||
Series B warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 1.55556 | ||||||||
Common stock warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of convertible preferred stock to common stock (in shares) | 286,055 | ||||||||
Number of securities called by each warrant | 12,587 | ||||||||
Series C warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, outstanding | 845,867 | ||||||||
Exercise price of warrants | $ / shares | $ 2.42729 | ||||||||
Common Class A | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 32,500,000 | ||||||||
Conversion of convertible preferred stock to common stock (in shares) | 14,410,238 | ||||||||
Reverse stock split, conversion ratio | 0.5 | ||||||||
Conversion of stock, shares converted | 1 | ||||||||
Common Class B | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 4,190,063 | ||||||||
Conversion of convertible preferred stock | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares authorized | 29,691,524 | ||||||||
Temporary equity, amount of preferred dividends in arrears | $ | $ 19,700,000 | ||||||||
Series A | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares authorized | 6,154,000 | ||||||||
Temporary equity, dividend rate, per-dollar-amount | $ / shares | $ 0.052 | ||||||||
Series B | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares authorized | 13,588,160 | ||||||||
Temporary equity, dividend rate, per-dollar-amount | $ / shares | $ 0.1244480 | ||||||||
Series C | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares authorized | 4,765,173 | ||||||||
Temporary equity, dividend rate, per-dollar-amount | $ / shares | $ 0.1941832 | ||||||||
Series D | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares authorized | 5,184,191 | ||||||||
Temporary equity, dividend rate, per-dollar-amount | $ / shares | $ 0.2844824 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | ||||||||
Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Capitalization (Convertible Pre
Capitalization (Convertible Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 07, 2014 | Dec. 31, 2013 |
Conversion of convertible preferred stock | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 29,691,524 | |
Shares Outstanding | 28,820,481 | |
Carrying Values | $ 52,571 | |
Liquidation Preference | $ 72,772 | |
Series A | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 6,154,000 | |
Shares Outstanding | 6,154,000 | |
Carrying Values | $ 4,000 | |
Liquidation Preference | $ 6,118 | |
Original Issue Price per share | $ 0.65 | |
Conversion Price per share | 1.30 | |
Series B | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 13,588,160 | |
Shares Outstanding | 13,562,986 | |
Carrying Values | $ 21,087 | |
Liquidation Preference | $ 30,754 | |
Original Issue Price per share | 1.55556 | |
Conversion Price per share | 3.11112 | |
Series C | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 4,765,173 | |
Shares Outstanding | 3,919,306 | |
Carrying Values | $ 9,484 | |
Liquidation Preference | $ 12,779 | |
Original Issue Price per share | 2.42729 | |
Conversion Price per share | 4.85458 | |
Series D | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 5,184,191 | |
Shares Outstanding | 5,184,189 | |
Carrying Values | $ 18,000 | |
Liquidation Preference | $ 23,121 | |
Original Issue Price per share | 3.55603 | |
Conversion Price per share | $ 7.11206 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 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 | 1,408,750 |
Number of Shares Reserved | 12,464,864 |
2014 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Evergreen provision, automatic annual increase in share reserve (as a percent) | 5.00% |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options Outstanding) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance | shares | 8,113 |
Granted | shares | 874 |
Options assumed in acquisition | shares | 428 |
Exercised | shares | (2,562) |
Canceled | shares | (650) |
Ending balance | shares | 6,203 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance | $ / shares | $ 8.05 |
Granted | $ / shares | 16.59 |
Options assumed in acquisition | $ / shares | 4.43 |
Exercised | $ / shares | 5.35 |
Canceled | $ / shares | 11.56 |
Ending balance | $ / shares | $ 9.76 |
Outstanding | 7 years 4 months 24 days |
Outstanding, aggregate intrinsic value | $ | $ 41,871 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |
Vested and expected to vest (in shares) | shares | 6,126 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 9.71 |
Vested and expected to vest | 7 years 4 months 16 days |
Vested and expected to vest, aggregate intrinsic value | $ | $ 41,635 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Exercisable (in shares) | shares | 3,502 |
Exercisable (in dollars per share) | $ / shares | $ 7.77 |
Exercisable | 6 years 8 months 30 days |
Exercisable, aggregate intrinsic value | $ | $ 30,393 |
Stock-Based Compensation (Sto76
Stock-Based Compensation (Stock Options Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 28,300 | $ 18,500 | $ 4,600 |
Unrecognized employee stock-based compensation | $ 14,800 | ||
Weighted average grant date fair value | $ 9.25 | $ 7.41 | $ 5.12 |
Options outstanding | 6,203,000 | 8,113,000 | |
Weighted average exercise price | $ 9.76 | $ 8.05 | |
Vesting Period | 4 years | ||
Stock-based compensation expense | $ 30,584 | $ 23,846 | $ 6,352 |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 1 month | ||
Non-Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding | 45,375 | 346,986 | |
Weighted average exercise price | $ 2.79 | $ 4.42 | |
Vesting Period | 4 years | ||
Stock-based compensation expense | $ 400 | $ 800 | 100 |
Certain Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 100 | $ 200 | $ 600 |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 6 months | 5 years 8 months 5 days | 6 years 5 days |
Risk-free interest rate | 1.30% | 1.75% | 1.28% |
Expected volatility | 47.00% | 51.00% | 58.00% |
Dividend yield | 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 | 0.33% | ||
Expected volatility | 48.00% | ||
Dividend yield | 0.00% |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Activity) (Details) - Restricted Stock Awards shares in Thousands | 12 Months Ended |
Dec. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 1,750 |
Granted | 552 |
Canceled | (73) |
Vested | (750) |
Ending balance | 1,479 |
Stock-Based Compensation (Res79
Stock-Based Compensation (Restricted Stock Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period | 4 years | |||
Stock-based compensation expense | $ 30,584 | $ 23,846 | $ 6,352 | |
Unvested restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 552,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,479,000 | 1,750,000 | ||
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 | $ 12,000 | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 6 months 30 days | |||
Grant date fair value | $ 16.75 | $ 16.22 | ||
Unvested restricted stock awards | Vesting, Market Conditions [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized employee stock-based compensation | $ 1,200 | |||
Unrecognized employee stock-based compensation, period for recognition | 5 years 5 months | |||
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 | $ 3,100 | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 3 months 15 days | |||
Grant date fair value | $ 13.81 | |||
Non-Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period | 4 years | |||
Stock-based compensation expense | $ 400 | $ 800 | $ 100 | |
Non-Employee | Unvested restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 12,500 | |||
Stock-based compensation expense | $ 600 |
Stock-Based Compensation (Res80
Stock-Based Compensation (Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance | 845 |
Granted | 2,356 |
Canceled | (325) |
Vested | (229) |
Ending balance | 2,647 |
Stock-Based Compensation (Res81
Stock-Based Compensation (Restricted Stock Units Narrative) (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized employee stock-based compensation | $ 33.3 | |
Unrecognized employee stock-based compensation, period for recognition | 3 years 3 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 | $ 16.45 | $ 13.22 |
Stock-Based Compensation (Emplo
Stock-Based Compensation (Employee Stock Purchase Plan Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Reserved | 12,464,864 | ||
Stock-based compensation expense | $ 30,584 | $ 23,846 | $ 6,352 |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | ||
Expected volatility | 48.00% | ||
Dividend yield | 0.00% | ||
Risk-free interest rate | 0.33% | ||
2014 Employee Stock Purchase Plan | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum employee subscription rate | 10.00% | ||
Purchase price of common stock, percent | 85.00% | ||
Number of Shares Reserved | 727,565 | ||
Increase in shares authorized, percent of outstanding stock | 1.00% | ||
Issuance of common stock related to employee stock purchase plan (in shares) | 169,362 | ||
Unrecognized employee stock-based compensation | $ 500 |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 30,584 | $ 23,846 | $ 6,352 |
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 240 | 166 | 87 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 7,415 | 3,217 | 1,105 |
Technology and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 4,963 | 2,228 | 1,645 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 17,966 | $ 18,235 | $ 3,515 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) for income taxes | $ (4,561) | $ 172 | $ 247 |
Income Taxes (Income before Inc
Income Taxes (Income before Income Tax, Domestic and Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) for income taxes | $ (4,561) | $ 172 | $ 247 |
Domestic | 15,723 | (19,081) | (9,535) |
International | (19,862) | 580 | 533 |
Loss before income taxes | $ (4,139) | $ (18,501) | $ (9,002) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 196 | $ 0 | $ 0 |
State | 90 | 16 | 58 |
Foreign | 367 | 308 | 189 |
Total current provision | 653 | 324 | 247 |
Deferred: | |||
Federal | 0 | (10) | 9 |
State | 1 | (1) | 1 |
Foreign | (5,215) | (141) | (10) |
Total deferred benefit | (5,214) | (152) | 0 |
Total provision (benefit) for income taxes | $ (4,561) | $ 172 | $ 247 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit | (1.40%) | (0.10%) | (0.40%) |
Foreign income at other than U.S. rates | (31.00%) | 0.80% | 0.00% |
Stock-based compensation expense | (31.50%) | (4.40%) | (10.00%) |
Meals and entertainment | (14.20%) | (1.70%) | (1.30%) |
Acquisition and related items | (8.60%) | (0.10%) | 0.00% |
Non-deductible gifts | (0.80%) | (0.10%) | (0.20%) |
Research and development tax credits | 42.30% | 4.70% | 5.60% |
Effective Income Tax Rate Reconciliation, Intercompany Financing Charges | (11.20%) | 0.00% | 0.00% |
Other permanent items | (0.50%) | (1.60%) | (0.50%) |
Provision to return adjustments | (9.40%) | (0.20%) | 0.00% |
Change in valuation allowance | 120.10% | (32.20%) | (29.90%) |
Effective income tax rate | 110.20% | (0.90%) | (2.70%) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Accrued liabilities | $ 1,777 | $ 649 |
Stock-based compensation | 7,737 | 6,401 |
Net operating loss carryovers | 18,609 | 23,241 |
Research tax credit carryovers | 7,931 | 4,596 |
Other | 1,926 | 1,357 |
Total deferred tax assets | 37,980 | 36,244 |
Less valuation allowance | (29,255) | (32,481) |
Deferred tax assets, net of valuation allowance | 8,725 | 3,763 |
Deferred Tax Liabilities: | ||
Fixed assets | (2,630) | (777) |
Intangible assets | (12,198) | (3,036) |
Other | 0 | 0 |
Total deferred tax liabilities | (14,828) | (3,813) |
Net deferred tax assets | $ (6,103) | $ (50) |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) for income taxes | $ (4,561) | $ 172 | $ 247 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | 2,131 | 1,454 | 1,067 |
Increases related to current year tax positions | 2,194 | 679 | 408 |
Decreases related to prior year tax positions | 0 | (2) | (21) |
Ending Balance | $ 4,325 | $ 2,131 | $ 1,454 |
Income Taxes (Narrative K) (Det
Income Taxes (Narrative K) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) for income taxes | $ (4,561) | $ 172 | $ 247 |
Change in valuation allowance | $ 3,200 | $ 8,500 | $ 1,100 |
Tax Credit Carryforward [Line Items] | |||
U.S. federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
Operating Loss Carryforwards [Line Items] | |||
Unrealized excess tax benefits associated with stock-based compensation | $ 7,500 | ||
Unremitted earnings of the subsidiaries outside of the United States | 1,500 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 13,700 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 59,800 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 54,800 | ||
Research Tax Credit Carryforward | Foreign Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 500 | ||
Research Tax Credit Carryforward | Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | 6,100 | ||
Research Tax Credit Carryforward | State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 5,100 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 248,484 | $ 125,295 | $ 83,830 |
Property and equipment, net | 25,403 | 15,196 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 172,188 | 73,277 | 51,461 |
Property and equipment, net | 21,782 | 12,680 | |
Other international | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 55,941 | 35,971 | 21,779 |
Property and equipment, net | 3,621 | 2,516 | |
UNITED KINGDOM | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 20,355 | $ 16,047 | $ 10,590 |
401(K) Savings Plan (Details)
401(K) Savings Plan (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Employer discretionary contribution amount | $ 0 |
Commitments and Contingencies93
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental expense | $ 13.3 | $ 7.6 | $ 4.7 |
Operating Leases Entered Since Prior Year End Future Minimum Payments Due | 11.2 | ||
Other Commitments [Line Items] | |||
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals, increase | $ 9.4 | ||
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 | $ 0.5 |
Commitments and Contingencies94
Commitments and Contingencies (Operating Leases, Future Minimum Payments Due) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 6,432 |
2,017 | 5,835 |
2,018 | 5,656 |
2,019 | 4,910 |
2,020 | 3,197 |
Thereafter | 1,626 |
Total | $ 27,656 |
Commitments and Contingencies95
Commitments and Contingencies (Other Contracts) (Details) shares in Thousands | Mar. 18, 2014 | Dec. 31, 2015 | Dec. 31, 2014shares |
Class of Stock [Line Items] | |||
Acquisition Fee, Percentage of Consideration Due | 2.50% | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of convertible preferred stock to common stock (in shares) | 14,696 | ||
Reverse stock split, conversion ratio | 0.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 3.3 | $ 1.9 | $ 1.1 |
Accounts payable and accrued expenses, related parties | 6.5 | 3.2 | |
Fox [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable and accrued expenses, related parties | $ 0.5 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 01, 2016shares |
2014 Equity Incentive Plan | |
Subsequent Event [Line Items] | |
Additional shares authorized (in shares) | 2,330,002 |
2014 Employee Stock Purchase Plan | |
Subsequent Event [Line Items] | |
Additional shares authorized (in shares) | 466,000 |