Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RUBICON PROJECT, INC. | |
Entity Central Index Key | 1,595,974 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,463,415 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 136,567 | $ 116,499 |
Accounts receivable, net | 159,268 | 218,235 |
Marketable securities, prepaid expenses, and other current assets | 29,193 | 30,973 |
TOTAL CURRENT ASSETS | 325,028 | 365,707 |
Property and equipment, net | 24,308 | 25,403 |
Internal use software development costs, net | 14,731 | 13,929 |
Goodwill | 65,705 | 65,705 |
Intangible assets, net | 46,726 | 50,783 |
Marketable securities and other assets, non-current | 10,451 | 15,209 |
TOTAL ASSETS | 486,949 | 536,736 |
Current liabilities: | ||
Accounts payable and accrued expenses | 185,399 | 247,967 |
Other current liabilities | 1,844 | 2,196 |
TOTAL CURRENT LIABILITIES | 187,243 | 250,163 |
Other liabilities, non-current | 2,047 | 2,247 |
Deferred tax liability, net | 1,868 | 6,225 |
TOTAL LIABILITIES | $ 191,158 | $ 258,635 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at March 31, 2016 and December 31, 2015; 0 shares issued and outstanding at March 31, 2016 and December 31, 2015 | $ 0 | $ 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at March 31, 2016 and December 31, 2015; 48,033 and 46,600 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 0 | 0 |
Additional paid-in capital | 373,721 | 358,406 |
Accumulated other comprehensive income (loss) | 76 | (15) |
Accumulated deficit | (78,006) | (80,290) |
TOTAL STOCKHOLDERS’ EQUITY | 295,791 | 278,101 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 486,949 | $ 536,736 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
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 | 48,033,000 | 46,600,000 |
Common stock, shares, outstanding | 48,033,000 | 46,600,000 |
Preferred Stock | ||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 69,232 | $ 37,178 |
Expenses: | ||
Cost of revenue | 16,783 | 6,561 |
Sales and marketing | 21,278 | 15,049 |
Technology and development | 12,443 | 8,414 |
General and administrative | 20,605 | 14,279 |
Total expenses | 71,109 | 44,303 |
Loss from operations | (1,877) | (7,125) |
Other (income) expense | ||
Interest (income) expense, net | 94 | (12) |
Foreign exchange (gain) loss, net | (261) | 2,190 |
Total other (income) expense, net | (167) | 2,178 |
Loss before income taxes | (2,044) | (4,947) |
Provision (benefit) for income taxes | (4,328) | 84 |
Net income (loss) | $ 2,284 | $ (5,031) |
Earnings Per Share, Basic | $ 0.05 | $ (0.14) |
Earnings Per Share, Diluted | $ 0.05 | $ (0.14) |
Weighted Average Number of Shares Outstanding, Basic | 44,663 | 35,758 |
Weighted Average Number of Shares Outstanding, Diluted | 48,676 | 35,758 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 2,284 | $ (5,031) |
Other comprehensive income (loss): | ||
Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | 64 | 0 |
Foreign currency translation adjustments | 27 | (63) |
Comprehensive income (loss) | $ 2,375 | $ (5,094) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2015 | 46,600 | 46,600 | |||
Beginning Balance at Dec. 31, 2015 | $ 278,101 | $ 0 | $ 358,406 | $ (15) | $ (80,290) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 941 | ||||
Exercise of common stock options | 6,718 | 6,718 | |||
Restricted stock awards, net (in shares) | 485 | ||||
Issuance of common stock related to RSU vesting (in shares) | 7 | ||||
Stock-based compensation | 8,597 | 8,597 | |||
Foreign exchange translation adjustment | 27 | 27 | |||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | 64 | 64 | |||
Net income | $ 2,284 | 2,284 | |||
Ending Balance (in shares) at Mar. 31, 2016 | 48,033 | 48,033 | |||
Ending Balance at Mar. 31, 2016 | $ 295,791 | $ 0 | $ 373,721 | $ 76 | $ (78,006) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,284 | $ (5,031) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 8,626 | 4,390 |
Stock-based compensation | 8,391 | 5,498 |
Loss on disposal of property and equipment, net | 3 | 28 |
Change in fair value of contingent consideration | 0 | 138 |
Unrealized foreign currency (gains) losses, net | 972 | (1,054) |
Deferred Income Taxes and Tax Credits | (4,351) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 59,303 | 12,227 |
Prepaid expenses and other assets | 179 | 1,471 |
Accounts payable and accrued expenses | (64,180) | 5,564 |
Other liabilities | (559) | (795) |
Net cash provided by operating activities | 10,668 | 22,436 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment, net | (1,443) | (2,259) |
Capitalized internal use software development costs | (2,306) | (2,116) |
Proceeds from Maturities, Prepayments and Calls of Available-for-sale Securities | 6,400 | 0 |
Change in restricted cash | 0 | 1,252 |
Net cash provided (used) by investing activities | 2,651 | (3,123) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 6,718 | 4,031 |
Repayment of debt and capital lease obligations | 0 | (52) |
Net cash provided by financing activities | 6,718 | 3,979 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 31 | (152) |
CHANGE IN CASH AND CASH EQUIVALENTS | 20,068 | 23,140 |
CASH AND CASH EQUIVALENTS--Beginning of period | 116,499 | 97,196 |
CASH AND CASH EQUIVALENTS--End of period | 136,567 | 120,336 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Capitalized assets financed by accounts payable and accrued expenses | 667 | 448 |
Capitalized stock-based compensation | $ 206 | $ 172 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Company Overview The Rubicon Project, Inc., or Rubicon Project or the Company, was formed on April 20, 2007 in Delaware and began operations in April 2007. The Company is headquartered in Los Angeles, California. The Company is a technology company with a mission to keep the Internet free and open and to fuel its growth by making it easy and safe to buy and sell 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. Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 , for any future interim period, or for any future year. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in its Annual Report on Form 10-K. There have been no significant changes in the Company’s accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in its Annual Report on Form 10-K. Revenue Recognition 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 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 fulfillment of its contractual obligations in connection with a completed transaction, subject to satisfying all other revenue recognition criteria, including (i) persuasive evidence of an arrangement existing, (ii) delivery having occurred or services having been rendered, (iii) the fees being fixed or determinable, and (iv) collectibility being reasonably assured. The Company assesses whether fees are fixed or determinable based on 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. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act, or the JOBS Act, the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In May 2014, the FASB issued new accounting guidance that amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under the "Revenue from Contracts with Customers" topic with those of the International Financial Reporting Standards. The guidance implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. These amendments were effective for reporting periods beginning after December 15, 2016, with early adoption prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Subsequent to issuing the May 2014 guidance, in August 2015, the FASB issued amendments that deferred the effective date one year. As a result, the guidance is effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016; in March 2016, the FASB issued further amendments that clarify the implementation guidance on principal versus agent considerations in the new revenue recognition standard. The amendments clarify how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. In January 2016, the FASB issued new accounting guidance that 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 that requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. In March 2016, the FASB issued new accounting guidance that involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period; however early adoption is permitted. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 2—Net Income (Loss) Per Share The following table presents the basic and diluted net income (loss) per share for each period presented: Three Months Ended March 31, 2016 March 31, 2015 (In thousands, except per share data) Net income (loss) $ 2,284 $ (5,031 ) Weighted-average common shares outstanding 47,137 37,473 Weighted-average unvested restricted shares (1,700 ) (1,715 ) Weighted-average escrow shares (774 ) — Weighted-average common shares outstanding used to compute net income (loss) per share 44,663 35,758 Basic net income (loss) per share $ 0.05 $ (0.14 ) Diluted EPS: Net income (loss) $ 2,284 $ (5,031 ) Weighted-average common shares used in basic EPS 44,663 35,758 Dilutive effect of weighted-average common stock options 1,722 — Dilutive effect of weighted-average restricted stock awards 613 — Dilutive effect of weighted-average restricted stock units 897 — Dilutive effect of weighted-average ESPP 18 — Dilutive effect of weighted-average escrow shares 763 — Weighted-average shares used to compute diluted net income (loss) per share 48,676 35,758 Diluted net income (loss) per share $ 0.05 $ (0.14 ) The following shares have been excluded from the calculation of diluted net income (loss) per share for each period presented because they are anti-dilutive: March 31, 2016 March 31, 2015 (in thousands) Options to purchase common stock — 7,348 Unvested restricted stock awards — 1,691 Unvested restricted stock units — 950 Shares held in escrow — 125 Total shares excluded from net income (loss) per share — 10,114 In addition to the above anti-dilutive shares, 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 have been excluded from the calculation of diluted net loss per share for the three months ended March 31, 2015 . If March 31, 2015 had been the end of the contingency period, 532,487 shares would have been issuable. On December 31, 2015, the Company issued 585,170 shares in connection with the contingent consideration, which were included in the calculation of basic and diluted net income per share for the three months ended March 31, 2016 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at March 31, 2016 : Total Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 25,725 $ 25,725 $ — $ — Corporate debt securities $ 6,397 $ 6,397 $ — $ — U.S. Treasury, government and agency debt securities $ 23,984 $ 23,984 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2015 : Total 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 $ — $ — At March 31, 2016 , cash equivalents of $25.7 million consisted of money market funds with original maturities of three months or less. The fair values of the Company's money market funds, U.S. treasury, government and agency debt securities, and corporate debt securities are based on quoted market prices. During the three months ended March 31, 2015 , the Company had a contingent consideration liability in connection with the acquisition of iSocket that the Company classified within Level 3 as factors used to develop the estimated fair value included unobservable inputs that were not supported by market activity. The Company estimated the fair value of the contingent consideration liability by discounting the present value of the probability-weighted future payout related to the contingent earn-out criteria using an estimate of the Company's incremental borrowing rate. At March 31, 2015 , the Company considered it highly likely that the iSocket earn-out criteria would be met. On December 31, 2015 , the Company issued 585,170 shares of common stock in satisfaction of the contingent consideration. For the three months ended March 31, 2015 , the Company recognized an expense of $0.1 million relating to the change in fair value of the contingent consideration liability, which was recorded in general and administrative expenses. The Company’s contingent consideration liability was recorded at fair value and was determined to be a Level 3 fair value item. The change in the fair value of the contingent consideration liability is summarized below: Three Month Roll Forward March 31, 2016 March 31, 2015 (in thousands) Beginning balance $ — $ 11,448 Change in fair value of contingent consideration liability recorded in general and administrative expense — 138 Ending balance $ — $ 11,586 |
Other Balance Sheet Amounts
Other Balance Sheet Amounts | 3 Months Ended |
Mar. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Amounts | Other Balance Sheet Amounts The Company holds restricted cash as collateral for credit cards. At March 31, 2016 and December 31, 2015 , restricted cash included in prepaid expenses and other current assets was $0.3 million , respectively. Investments in marketable securities as of March 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Available-for-sale - short-term: U.S. Treasury, government and agency debt securities $ 15,449 $ 2 $ (1 ) $ 15,450 Corporate debt securities 6,397 — — 6,397 Total $ 21,846 $ 2 $ (1 ) $ 21,847 Available-for-sale - long-term: U.S. Treasury, government and agency debt securities $ 8,539 $ — $ (5 ) $ 8,534 As of March 31, 2016 , the Company's available-for-sale securities had a weighted remaining contractual maturity of 0.7 years . For the three months ended March 31, 2016 the gross realized gains and gross realized losses were not significant and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive income (loss) into the consolidated statements of operations for the sale of available-for-sale investments. Investments in marketable securities as of December 31, 2015 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (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 The amortized cost and fair value of the Company's marketable securities at March 31, 2016 , by contractual years-to-maturity are as follows: Amortized Cost Fair Value (in thousands) Due in less than 1 year $ 21,846 $ 21,847 Due within 1-2 years 8,539 8,534 Total $ 30,385 $ 30,381 Accounts payable and accrued expenses included the following: March 31, 2016 December 31, 2015 (in thousands) Accounts payable—seller $ 166,085 $ 228,850 Accounts payable—trade 8,492 6,962 Accrued employee-related payables 10,822 12,155 Total $ 185,399 $ 247,967 At March 31, 2016 and December 31, 2015 , accounts payable—seller are recorded net of $0.7 million , respectively, due from sellers for services provided by the Company to sellers, where the Company has the right of offset. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 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 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 earn-out. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. Three Months Ended March 31, 2015 (in thousands, except per share data) Pro forma revenues $ 50,385 Pro forma net loss $ (8,033 ) Pro forma net loss per share, basic and diluted $ (0.20 ) 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company's equity incentive plans provide for the grant of equity awards, including non-statutory or incentive stock options, restricted stock, and restricted stock units, to the Company’s employees, officers, directors, and consultants. The Company’s board of directors administers the plans. Options outstanding vest based upon continued service at varying rates, but generally over four years from issuance with 25% vesting after one year of service and the remainder vesting monthly thereafter. Restricted stock and restricted stock units vest at varying rates. Options, restricted stock, and restricted stock units granted under the plans accelerate under certain circumstances on a change in control, as defined therein. An aggregate of 1,861,914 shares remained available for issuance at March 31, 2016 under the plans. Stock Options A summary of stock option activity for the three months ended March 31, 2016 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, 2015 6,203 $ 9.76 Granted 291 $ 14.02 Exercised (941 ) $ 7.14 Canceled (110 ) $ 12.06 Outstanding at March 31, 2016 5,443 $ 10.39 7.45 years $ 42,926 Vested and expected to vest March 31, 2016 5,368 $ 10.35 7.44 years $ 42,584 Exercisable at March 31, 2016 3,004 $ 8.52 6.79 years $ 29,320 At March 31, 2016 , the Company had unrecognized employee stock-based compensation expense relating to stock options of approximately $13.7 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 in the three months ended March 31, 2016 was $6.20 . The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: Three Months Ended March 31, 2016 March 31, 2015 Expected term (in years) 6.0 6.0 Risk-free interest rate 1.45 % 1.74 % Expected volatility 45 % 46 % Dividend yield — % — % Restricted Stock A summary of restricted stock activity for the three months ended March 31, 2016 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2015 1,479 $ 15.58 Granted 525 $ 12.15 Canceled (40 ) $ 16.22 Vested (34 ) $ 16.22 Nonvested shares subject to restricted stock outstanding at March 31, 2016 1,930 $ 14.62 At March 31, 2016 , the Company had unrecognized employee stock-based compensation expense relating to restricted stock with service conditions of approximately $12.9 million , which is expected to be recognized over a weighted-average period of 2.8 years . At March 31, 2016 , the Company had unrecognized employee stock-based compensation expense relating to restricted stock with market conditions granted in a prior year of approximately $1.0 million , which is expected to be recognized over a weighted-average period of 5.1 years . In February 2016, 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 $11.07 , which was estimated using a Monte-Carlo lattice model. 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 March 31, 2016 , the Company had unrecognized employee stock-based compensation expense relating to restricted stock with market conditions of approximately $5.6 million , which is expected to be recognized over a weighted-average period of 2.4 years . The compensation expense will not be reversed if the performance metrics are not met. Restricted Stock Units A summary of restricted stock unit activity for the three months ended March 31, 2016 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock units outstanding at December 31, 2015 2,647 $ 15.76 Granted 1,370 $ 13.79 Canceled (160 ) $ 15.41 Vested (7 ) $ 16.08 Nonvested shares subject to restricted stock units outstanding at March 31, 2016 3,850 $ 15.08 At March 31, 2016 , the Company had unrecognized employee stock-based compensation expense relating to restricted stock units of approximately $44.9 million , which is expected to be recognized over a weighted-average period of 3.4 years . Employee Stock Purchase Plan In November 2013, the Company adopted the Company's 2014 Employee Stock Purchase Plan, or ESPP. The ESPP is designed to enable eligible employees to periodically purchase shares of the Company's common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. At the end of each six month offering period, employees 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 March 31, 2016 , the Company has reserved 1,193,565 shares of its common stock for issuance under the ESPP. Shares reserved for issuance will increase on January 1 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 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 $0.4 million using a Black-Scholes model with the following assumptions: term of 6 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: Three Months Ended March 31, 2016 March 31, 2015 (in thousands) Cost of revenue $ 62 $ 42 Sales and marketing 2,114 1,125 Technology and development 1,374 790 General and administrative 4,841 3,541 Total stock-based compensation expense $ 8,391 $ 5,498 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date income. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, foreign taxes, nondeductible stock option expenses, and changes in the Company ’ s valuation allowance. The Company recorded an income tax benefit of $4.3 million and a tax provision $0.1 million for the three months ended March 31, 2016 and 2015 , respectively. The tax benefit during the three months ended March 31, 2016 is the result of net operating losses generated by the Canadian operations, including the impact of the amortization of acquisition related intangibles, as well as the geographical mix of income and losses. Due to uncertainty as to the realization of benefits from the Company's domestic and certain international net deferred tax assets, including net operating loss carryforwards and research and development tax credits, the Company has a full valuation allowance reserved against such net deferred tax assets. The Company intends to continue to maintain a full valuation allowance on the net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. There were no material changes to the Company's unrecognized tax benefits in the three months ended March 31, 2016 , and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. Because of the Company's history of tax losses, all years remain open to tax audit. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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 $4.0 million and $2.2 million for the three months ended March 31, 2016 and 2015 , respectively. During the three months ended March 31, 2016 , the Company entered into new operating leases. Future non-cancelable minimum commitments as of March 31, 2016 relating to these operating leases totaling $0.2 million are due through March 2020 . 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. 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. Claims and Litigation The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company ’ s status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of March 31, 2016 . However, based on management’s knowledge as of March 31, 2016 , management believes that the final resolution of these matters known at such date, individually and in the aggregate, will not have a material effect upon the Company’s consolidated financial position, results of operations or cash flows. |
Organization and Summary of S16
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim period presented have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 , for any future interim period, or for any future year. The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in its Annual Report on Form 10-K. There have been no significant changes in the Company’s accounting policies from those disclosed in its audited consolidated financial statements and notes thereto for the year ended December 31, 2015 included in its Annual Report on Form 10-K. |
Revenue Recognition | Revenue Recognition 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 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 fulfillment of its contractual obligations in connection with a completed transaction, subject to satisfying all other revenue recognition criteria, including (i) persuasive evidence of an arrangement existing, (ii) delivery having occurred or services having been rendered, (iii) the fees being fixed or determinable, and (iv) collectibility being reasonably assured. The Company assesses whether fees are fixed or determinable based on 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. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act, or the JOBS Act, the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In May 2014, the FASB issued new accounting guidance that amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under the "Revenue from Contracts with Customers" topic with those of the International Financial Reporting Standards. The guidance implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. These amendments were effective for reporting periods beginning after December 15, 2016, with early adoption prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Subsequent to issuing the May 2014 guidance, in August 2015, the FASB issued amendments that deferred the effective date one year. As a result, the guidance is effective for reporting periods beginning after December 15, 2017, with early adoption permitted only as of annual reporting periods beginning after December 15, 2016; in March 2016, the FASB issued further amendments that clarify the implementation guidance on principal versus agent considerations in the new revenue recognition standard. The amendments clarify how an entity should identify the unit of accounting (i.e. the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. In January 2016, the FASB issued new accounting guidance that 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 that requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. In March 2016, the FASB issued new accounting guidance that involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period; however early adoption is permitted. The Company is currently assessing the impact this guidance will have on the Company's consolidated financial statements. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 for each period presented: Three Months Ended March 31, 2016 March 31, 2015 (In thousands, except per share data) Net income (loss) $ 2,284 $ (5,031 ) Weighted-average common shares outstanding 47,137 37,473 Weighted-average unvested restricted shares (1,700 ) (1,715 ) Weighted-average escrow shares (774 ) — Weighted-average common shares outstanding used to compute net income (loss) per share 44,663 35,758 Basic net income (loss) per share $ 0.05 $ (0.14 ) Diluted EPS: Net income (loss) $ 2,284 $ (5,031 ) Weighted-average common shares used in basic EPS 44,663 35,758 Dilutive effect of weighted-average common stock options 1,722 — Dilutive effect of weighted-average restricted stock awards 613 — Dilutive effect of weighted-average restricted stock units 897 — Dilutive effect of weighted-average ESPP 18 — Dilutive effect of weighted-average escrow shares 763 — Weighted-average shares used to compute diluted net income (loss) per share 48,676 35,758 Diluted net income (loss) per share $ 0.05 $ (0.14 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares have been excluded from the calculation of diluted net income (loss) per share for each period presented because they are anti-dilutive: March 31, 2016 March 31, 2015 (in thousands) Options to purchase common stock — 7,348 Unvested restricted stock awards — 1,691 Unvested restricted stock units — 950 Shares held in escrow — 125 Total shares excluded from net income (loss) per share — 10,114 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at March 31, 2016 : Total Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant (in thousands) Money market funds $ 25,725 $ 25,725 $ — $ — Corporate debt securities $ 6,397 $ 6,397 $ — $ — U.S. Treasury, government and agency debt securities $ 23,984 $ 23,984 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2015 : Total 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 $ — $ — |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The Company’s contingent consideration liability was recorded at fair value and was determined to be a Level 3 fair value item. The change in the fair value of the contingent consideration liability is summarized below: Three Month Roll Forward March 31, 2016 March 31, 2015 (in thousands) Beginning balance $ — $ 11,448 Change in fair value of contingent consideration liability recorded in general and administrative expense — 138 Ending balance $ — $ 11,586 |
Other Balance Sheet Amounts (Ta
Other Balance Sheet Amounts (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Investments in Marketable Securities | Investments in marketable securities as of March 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Available-for-sale - short-term: U.S. Treasury, government and agency debt securities $ 15,449 $ 2 $ (1 ) $ 15,450 Corporate debt securities 6,397 — — 6,397 Total $ 21,846 $ 2 $ (1 ) $ 21,847 Available-for-sale - long-term: U.S. Treasury, government and agency debt securities $ 8,539 $ — $ (5 ) $ 8,534 As of March 31, 2016 , the Company's available-for-sale securities had a weighted remaining contractual maturity of 0.7 years . For the three months ended March 31, 2016 the gross realized gains and gross realized losses were not significant and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive income (loss) into the consolidated statements of operations for the sale of available-for-sale investments. Investments in marketable securities as of December 31, 2015 consisted of the following: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (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 March 31, 2016 , by contractual years-to-maturity are as follows: Amortized Cost Fair Value (in thousands) Due in less than 1 year $ 21,846 $ 21,847 Due within 1-2 years 8,539 8,534 Total $ 30,385 $ 30,381 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses included the following: March 31, 2016 December 31, 2015 (in thousands) Accounts payable—seller $ 166,085 $ 228,850 Accounts payable—trade 8,492 6,962 Accrued employee-related payables 10,822 12,155 Total $ 185,399 $ 247,967 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | 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 earn-out. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. Three Months Ended March 31, 2015 (in thousands, except per share data) Pro forma revenues $ 50,385 Pro forma net loss $ (8,033 ) Pro forma net loss per share, basic and diluted $ (0.20 ) 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. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the three months ended March 31, 2016 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, 2015 6,203 $ 9.76 Granted 291 $ 14.02 Exercised (941 ) $ 7.14 Canceled (110 ) $ 12.06 Outstanding at March 31, 2016 5,443 $ 10.39 7.45 years $ 42,926 Vested and expected to vest March 31, 2016 5,368 $ 10.35 7.44 years $ 42,584 Exercisable at March 31, 2016 3,004 $ 8.52 6.79 years $ 29,320 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: Three Months Ended March 31, 2016 March 31, 2015 Expected term (in years) 6.0 6.0 Risk-free interest rate 1.45 % 1.74 % Expected volatility 45 % 46 % Dividend yield — % — % |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the three months ended March 31, 2016 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2015 1,479 $ 15.58 Granted 525 $ 12.15 Canceled (40 ) $ 16.22 Vested (34 ) $ 16.22 Nonvested shares subject to restricted stock outstanding at March 31, 2016 1,930 $ 14.62 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the three months ended March 31, 2016 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock units outstanding at December 31, 2015 2,647 $ 15.76 Granted 1,370 $ 13.79 Canceled (160 ) $ 15.41 Vested (7 ) $ 16.08 Nonvested shares subject to restricted stock units outstanding at March 31, 2016 3,850 $ 15.08 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs for all Plans | Total stock-based compensation expense recorded in the consolidated statements of operations was as follows: Three Months Ended March 31, 2016 March 31, 2015 (in thousands) Cost of revenue $ 62 $ 42 Sales and marketing 2,114 1,125 Technology and development 1,374 790 General and administrative 4,841 3,541 Total stock-based compensation expense $ 8,391 $ 5,498 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Incremental Common Shares Attributable To Dilutive Effect Of Escrow Shares | 763 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 48,676 | 35,758 |
Earnings Per Share, Diluted | $ 0.05 | $ (0.14) |
Net income (loss) | $ 2,284 | $ (5,031) |
Weighted Average Number of Shares Issued, Basic | 47,137 | 37,473 |
Weighted-average unvested restricted shares | 1,700 | 1,715 |
Weighted-average escrow shares | 774 | 0 |
Weighted Average Number of Shares Outstanding, Basic | 44,663 | 35,758 |
Earnings Per Share, Basic | $ 0.05 | $ (0.14) |
Employee Stock Option [Member] | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,722 | 0 |
Unvested restricted stock awards | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 613 | 0 |
Restricted Stock Units (RSUs) | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 897 | 0 |
Employee Stock | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 18 | 0 |
Net Income (Loss) Per Share (Na
Net Income (Loss) Per Share (Narrative) (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net income (loss) per share | 0 | 10,114,000 | |
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 | 0 | 7,348,000 | |
Unvested restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net income (loss) per share | 0 | 1,691,000 | |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net income (loss) per share | 0 | 950,000 | |
Shares held in escrow | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares excluded from net income (loss) per share | 0 | 125,000 | |
iSocket | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Business Combination, Contingent Consideration, Shares Issued | 585,170 | ||
Pro Forma [Member] | iSocket | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Business Combination, Contingent Consideration, Shares Issued | 532,487 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2016 | |
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 | $ 25,725 |
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 | 25,725 |
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
Corporate debt securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 12,786 | 6,397 |
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 | 6,397 |
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 | 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 | 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 | 23,984 |
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 | 23,984 |
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 | 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 | $ 0 |
iSocket | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Shares Issued | 585,170 |
Fair Value Measurements Change
Fair Value Measurements Change In Fair Value Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of contingent consideration | $ 0 | $ 138 |
Fair Value, Measurements, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Contingent consideration liability - Beginning Balance | 0 | 11,448 |
Change in fair value of contingent consideration | 0 | 138 |
Contingent consideration liability - Ending Balance | $ 0 | $ 11,586 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||
Change in fair value of contingent consideration | $ 0 | $ 138 | ||
Fair Value, Measurements, Recurring | ||||
Class of Stock [Line Items] | ||||
Contingent consideration liabilities | 0 | 11,586 | $ 0 | $ 11,448 |
Change in fair value of contingent consideration | 0 | $ 138 | ||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | ||||
Class of Stock [Line Items] | ||||
Available-for-sale Securities | 25,725 | 19,257 | ||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Class of Stock [Line Items] | ||||
Available-for-sale Securities | 25,725 | 19,257 | ||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||
Class of Stock [Line Items] | ||||
Available-for-sale Securities | 0 | 0 | ||
Money Market Funds [Member] | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||
Class of Stock [Line Items] | ||||
Available-for-sale Securities | $ 0 | $ 0 |
Other Balance Sheet Amounts (In
Other Balance Sheet Amounts (Investments in Marketable Securities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Weighted-average Remaining Contractual Maturity | 7 months 28 days | |
Available-for-sale - short-term: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 21,846 | $ 23,271 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (1) | (22) |
Fair Value | 21,847 | 23,249 |
Available-for-sale - short-term: | U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 15,449 | 10,485 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (1) | (22) |
Fair Value | 15,450 | 10,463 |
Available-for-sale - short-term: | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,397 | 12,786 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 6,397 | 12,786 |
Available-for-sale - long-term: | U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 8,539 | 13,529 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (5) | (46) |
Fair Value | $ 8,534 | $ 13,483 |
Other Balance Sheet Amounts (Am
Other Balance Sheet Amounts (Amortized cost and Fair Value of Marketable Securities) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Due in less than 1 year, Amortized Cost | $ 21,846 |
Due within 1-2 years, Amortized Cost | 8,539 |
Total, Amortized Cost | 30,385 |
Due in less than 1 year, Fair Value | 21,847 |
Due within 1-2 years, Fair Value | 8,534 |
Total, Fair Value | $ 30,381 |
Other Balance Sheet Amounts (Na
Other Balance Sheet Amounts (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Other Balance Sheet Amounts [Line Items] | ||
Restricted Cash and Cash Equivalents, Current | $ 0.3 | $ 0.3 |
Available-for-sale Securities, Weighted-average Remaining Contractual Maturity | 7 months 28 days | |
Accounts Payable, Right to Offset, Current | $ 0.7 | $ 0.7 |
(Accounts Payable and Accrued E
(Accounts Payable and Accrued Expenses) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Accounts payable—seller | $ 166,085 | $ 228,850 |
Accounts payable—trade | 8,492 | 6,962 |
Accrued employee-related payables | 10,822 | 12,155 |
Accounts payable and accrued expenses | $ 185,399 | $ 247,967 |
Business Combinations Pro forma
Business Combinations Pro forma information (Details) - Chango Inc [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ 50,385 |
Pro forma net loss | $ (8,033) |
Pro forma net loss per share, basic and diluted | $ / shares | $ (0.20) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
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 | 1,861,914 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options Outstanding) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance | shares | 6,203 |
Granted | shares | 291 |
Exercised | shares | (941) |
Canceled | shares | (110) |
Ending balance | shares | 5,443 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance | $ / shares | $ 9.76 |
Granted | $ / shares | 14.02 |
Exercised | $ / shares | 7.14 |
Canceled | $ / shares | 12.06 |
Ending balance | $ / shares | $ 10.39 |
Outstanding | 7 years 5 months 12 days |
Outstanding, aggregate intrinsic value | $ | $ 42,926 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |
Vested and expected to vest (in shares) | shares | 5,368 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 10.35 |
Vested and expected to vest | 7 years 5 months 10 days |
Vested and expected to vest, aggregate intrinsic value | $ | $ 42,584 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Exercisable (in shares) | shares | 3,004 |
Exercisable (in dollars per share) | $ / shares | $ 8.52 |
Exercisable | 6 years 9 months 15 days |
Exercisable, aggregate intrinsic value | $ | $ 29,320 |
Stock-Based Compensation (Sto34
Stock-Based Compensation (Stock Options Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Unrecognized employee stock-based compensation | $ 13,700 | ||
Weighted average grant date fair value | $ 6.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding | 5,443 | 6,203 | |
Weighted average exercise price | $ 10.39 | $ 9.76 | |
Vesting Period | 4 years | ||
Stock-based compensation expense | $ 8,391 | $ 5,498 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 1 month |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 11 months 29 days | 6 years |
Risk-free interest rate | 1.45% | 1.74% |
Expected volatility | 45.00% | 46.00% |
Dividend yield | 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 shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance | shares | 1,479 |
Granted | shares | 525 |
Canceled | shares | (40) |
Vested | shares | (34) |
Ending balance | shares | 1,930 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance (USD per share) | $ / shares | $ 15.58 |
Granted (USD per share) | $ / shares | 12.15 |
Canceled (USD per share) | $ / shares | 16.22 |
Vested (USD per share) | $ / shares | 16.22 |
Ending Balance (USD per share) | $ / shares | $ 14.62 |
Stock-Based Compensation (Res37
Stock-Based Compensation (Restricted Stock Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2016 | May. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period | 4 years | |||
Stock-based compensation expense | $ 8,391 | $ 5,498 | ||
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, Grants in Period, Weighted Average Grant Date Fair Value | $ 12.15 | |||
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 | $ 12,900 | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 9 months 30 days | |||
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 | $ 5,600 | |||
Unrecognized employee stock-based compensation, period for recognition | 2 years 4 months 15 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11.07 | $ 13.81 | ||
Unvested restricted stock awards | Vesting, Market Conditions [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized employee stock-based compensation | $ 1,000 | |||
Unrecognized employee stock-based compensation, period for recognition | 5 years 1 month |
Stock-Based Compensation (Res38
Stock-Based Compensation (Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance | shares | 2,647 |
Granted | shares | 1,370 |
Canceled | shares | (160) |
Vested | shares | (7) |
Ending balance | shares | 3,850 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance (USD per share) | $ / shares | $ 15.76 |
Granted (USD per share) | $ / shares | 13.79 |
Canceled (USD per share) | $ / shares | 15.41 |
Vested (USD per share) | $ / shares | 16.08 |
Ending Balance (USD per share) | $ / shares | $ 15.08 |
Stock-Based Compensation (Res39
Stock-Based Compensation (Restricted Stock Units Narrative) (Details) - Restricted Stock Units (RSUs) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized employee stock-based compensation | $ 44.9 |
Unrecognized employee stock-based compensation, period for recognition | 3 years 4 months 20 days |
Stock-Based Compensation (Emplo
Stock-Based Compensation (Employee Stock Purchase Plan Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 8,391 | $ 5,498 | |
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 | 1,193,565 | ||
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 | $ 400 |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 8,391 | $ 5,498 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 62 | 42 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,114 | 1,125 |
Technology and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,374 | 790 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 4,841 | $ 3,541 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision (benefit) for income taxes | $ (4,328) | $ 84 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Rent Expense | $ 4 | $ 2.2 |
Operating Leases Entered Since Prior Year End Future Minimum Payments Due | $ 0.2 | |
Other Commitments [Line Items] | ||
Acquisition Fee, Percentage of Consideration Due | 2.50% |