Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TTD | ||
Entity Registrant Name | TRADE DESK, INC. | ||
Entity Central Index Key | 1,671,933 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,543,997,839 | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 32,695,082 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,155,054 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 155,950 | $ 133,400 |
Accounts receivable, net | 599,565 | 377,240 |
Prepaid expenses and other current assets | 10,298 | 5,763 |
TOTAL CURRENT ASSETS | 765,813 | 516,403 |
Property and equipment, net | 17,405 | 14,779 |
Deferred income taxes | 3,359 | 1,778 |
Other assets, non-current | 10,587 | 4,636 |
TOTAL ASSETS | 797,164 | 537,596 |
Current liabilities: | ||
Accounts payable | 490,377 | 321,163 |
Accrued expenses and other current liabilities | 28,155 | 22,973 |
TOTAL CURRENT LIABILITIES | 518,532 | 344,136 |
Debt, net | 27,000 | 25,847 |
Other liabilities, non-current | 6,049 | 3,233 |
TOTAL LIABILITIES | 551,581 | 373,216 |
Commitments and contingencies (Note 13) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of December 31, 2016 and 2017 | ||
Common stock, par value $0.000001; 1,000,000 Class A shares authorized as of December 31, 2016 and 2017; 10,071 and 32,486 shares issued and outstanding as of December 31, 2016 and 2017, respectively; 95,000 Class B shares authorized as of December 31, 2016 and 2017; 29,060 and 9,155 shares issued and outstanding as of December 31, 2016 and 2017, respectively | 0 | 0 |
Additional paid-in capital | 209,603 | 179,198 |
Retained earnings (accumulated deficit) | 35,980 | (14,818) |
TOTAL STOCKHOLDERS’ EQUITY | 245,583 | 164,380 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 797,164 | $ 537,596 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Preferred stock, authorized shares | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, authorized shares | 1,095,000,000 | |
Class A common stock | ||
Common stock | ||
Common stock, authorized shares | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 32,486,000 | 10,071,000 |
Common stock, shares outstanding | 32,486,000 | 10,071,000 |
Class B common stock | ||
Common stock | ||
Common stock, authorized shares | 95,000,000 | 95,000,000 |
Common stock, shares issued | 9,155,000 | 29,060,000 |
Common stock, shares outstanding | 9,155,000 | 29,060,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 308,217 | $ 202,926 | $ 113,836 |
Operating expenses: | |||
Platform operations | 66,230 | 39,876 | 22,967 |
Sales and marketing | 61,379 | 46,056 | 26,794 |
Technology and development | 52,806 | 27,313 | 12,819 |
General and administrative | 58,446 | 32,163 | 13,276 |
Total operating expenses | 238,861 | 145,408 | 75,856 |
Income from operations | 69,356 | 57,518 | 37,980 |
Interest expense | 1,791 | 3,075 | 1,141 |
Change in fair value of preferred stock warrant liabilities | 9,458 | 5,961 | |
Foreign currency exchange loss, net | 3,940 | 1,151 | 1,023 |
Total other expense, net | 5,731 | 13,684 | 8,125 |
Income before income taxes | 63,625 | 43,834 | 29,855 |
Provision for income taxes | 12,827 | 23,352 | 13,926 |
Net income | 50,798 | 20,482 | 15,929 |
Net income (loss) attributable to common stockholders | $ 50,798 | $ (26,727) | $ 8,764 |
Net income (loss) per share attributable to common stockholders: | |||
Basic | $ 1.26 | $ (1.46) | $ 0.85 |
Diluted | $ 1.15 | $ (1.46) | $ 0.39 |
Weighted average shares outstanding: | |||
Basic | 40,262 | 18,280 | 10,290 |
Diluted | 44,056 | 18,280 | 16,779 |
CONSOLIDATED STATEMENT OF CONVE
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Common StockIPO | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | ||
Balance at beginning of period at Dec. 31, 2014 | $ 27,997 | |||||||
Balance at beginning of period (in shares) at Dec. 31, 2014 | 66,330 | 10,166 | [1] | |||||
Balance at beginning of period at Dec. 31, 2014 | $ (6,131) | $ 488 | $ (6,619) | |||||
Modification to Series B participation rights | $ (3,793) | |||||||
Modification to Series B participation rights | 3,793 | 3,793 | ||||||
Exercise of common stock options (in shares) | [1] | 711 | ||||||
Exercise of common stock options | 166 | 166 | ||||||
Issuance of common stock to employee (in shares) | [1] | 7 | ||||||
Stock-based compensation | 385 | 385 | ||||||
Net income | 15,929 | 15,929 | ||||||
Balance at end of period at Dec. 31, 2015 | $ 24,204 | |||||||
Balance at end of period (in shares) at Dec. 31, 2015 | 66,330 | 10,884 | [1] | |||||
Balance at end of period at Dec. 31, 2015 | 14,142 | 1,039 | 13,103 | |||||
Exercise of common stock options (in shares) | [1] | 785 | ||||||
Exercise of common stock options | 488 | 488 | ||||||
Issuance of series C convertible preferred stock, net of issuance costs | $ 59,871 | |||||||
Issuance of series C convertible preferred stock, net of issuance costs (in shares) | 11,501 | |||||||
Reclassification of preferred stock warrant liability upon net exercise of warrant | $ 3,789 | |||||||
Repurchase of convertible preferred stock | (47,209) | $ (4,623) | (1,168) | (46,041) | ||||
Repurchase of convertible preferred stock (in shares) | (12,384) | |||||||
Repurchase and retirement of common stock | (2,362) | (2,362) | ||||||
Repurchase and retirement of common stock (in shares) | [1] | (189) | ||||||
Issuance of common stock to employee | 73,634 | 73,634 | ||||||
Issuance of common stock to employee (in shares) | [1] | 4,667 | ||||||
Stock-based compensation | 5,144 | 5,144 | ||||||
Conversion of convertible preferred stock to Class B common stock in connection with IPO | 83,241 | 83,241 | ||||||
Conversion of convertible preferred stock to Class B common stock in connection with IPO (in shares) | (66,236) | 22,079 | [1] | |||||
Conversion of warrant for convertible preferred stock to a warrant for Class B common stock in connection with IPO | 12,596 | 12,596 | ||||||
Issuance of common stock under employee stock purchase plan | 4,224 | 4,224 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | [1] | 276 | ||||||
Grants of restricted stock (in shares) | [1] | 180 | ||||||
Net income | 20,482 | 20,482 | ||||||
Balance at end of period (in shares) at Dec. 31, 2016 | [1] | 39,131 | ||||||
Balance at end of period at Dec. 31, 2016 | 164,380 | 179,198 | (14,818) | |||||
Reclassification of preferred stock warrant liability upon net exercise of warrant (in shares) | 789 | |||||||
Conversion of convertible preferred stock to Class B common stock in connection with IPO | $ (83,241) | |||||||
Net exercise of warrant to purchase Class B common stock (in shares) | [1] | 449 | ||||||
Exercise of common stock options (in shares) | [1] | 1,932 | ||||||
Exercise of common stock options | 2,565 | 2,565 | ||||||
Stock-based compensation | 21,860 | 21,860 | ||||||
Issuance of common stock under employee stock purchase plan | 6,997 | 6,997 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | [1] | 433 | ||||||
Restricted stock, net of forfeitures and shares withheld for taxes | (1,017) | (1,017) | ||||||
Restricted stock, net of forfeitures and shares withheld for taxes (in shares) | [1] | 145 | ||||||
Net income | 50,798 | 50,798 | ||||||
Balance at end of period (in shares) at Dec. 31, 2017 | [1] | 41,641 | ||||||
Balance at end of period at Dec. 31, 2017 | $ 245,583 | $ 209,603 | $ 35,980 | |||||
[1] | See Note 9-Capitalization for discussion of the establishment of the Company’s two classes of common stock and the reclassification of its common stock into Class B common stock prior to the Company’s initial public offering (“IPO”) in September 2016. |
CONSOLIDATED STATEMENT OF CONV6
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)Class | |
Number of classes of common stock | Class | 2 |
Common Stock | |
Underwriters' commissions and offering costs | $ | $ 10,366 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | |||
Net income | $ 50,798 | $ 20,482 | $ 15,929 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 7,209 | 3,798 | 1,828 |
Stock-based compensation | 21,317 | 5,056 | 374 |
Change in fair value of preferred stock warrant liabilities | 9,458 | 5,961 | |
Deferred income taxes | (1,581) | (607) | 338 |
Bad debt expense | 4,289 | 1,890 | 542 |
Other | (1,303) | 1,160 | 176 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (224,636) | (187,736) | (114,170) |
Prepaid expenses and other assets | (5,033) | (2,675) | (3,040) |
Accounts payable | 171,793 | 209,483 | 50,021 |
Accrued expenses and other liabilities | 8,371 | 14,722 | 5,481 |
Net cash provided by (used in) operating activities | 31,224 | 75,031 | (36,560) |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (10,110) | (6,884) | (5,128) |
Capitalized software development costs | (2,954) | (2,337) | (1,799) |
Business acquisition | (3,000) | ||
Redemption of short-term investment | 551 | ||
Net cash used in investing activities | (16,064) | (9,221) | (6,376) |
FINANCING ACTIVITIES: | |||
Proceeds from line of credit | 75,847 | 30,000 | |
Repayment on line of credit | (65,000) | (15,000) | |
Proceeds from term debt | 15,000 | ||
Repayment of term debt | (30,000) | ||
Payment of debt financing costs | (154) | (976) | (190) |
Payment of financing obligations | (1,001) | (550) | (109) |
Proceeds from issuance of Series C convertible preferred stock | 60,000 | ||
Repurchase of preferred stock and common stock | (54,000) | ||
Proceeds from exercise of stock options | 2,565 | 488 | 166 |
Proceeds from employee stock purchase plan | 6,997 | 4,224 | |
Taxes paid related to net settlement of restricted stock | (1,017) | ||
Payment of stock repurchase costs | (155) | (39) | |
Payment of Series C convertible preferred stock offering cost | (129) | ||
Proceeds from the issuance of Class A common stock in initial public offering, net of underwriting commissions | 78,120 | ||
Payment of offering costs—initial public offering | (4,326) | (160) | |
Net cash provided by financing activities | 7,390 | 63,543 | 29,668 |
Increase (decrease) in cash and cash equivalents | 22,550 | 129,353 | (13,268) |
Cash and cash equivalents—Beginning of year | 133,400 | 4,047 | 17,315 |
Cash and cash equivalents—End of year | 155,950 | 133,400 | 4,047 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid for income taxes | 19,163 | 16,740 | 12,931 |
Cash paid for interest | 1,320 | 1,696 | 895 |
Capitalized assets financed by accounts payable | 701 | 3,490 | 88 |
Tenant improvements paid by lessor | 640 | ||
Debt financing costs included in debt, net | 1,153 | ||
Stock-based compensation included in capitalized software development costs | $ 543 | 88 | 11 |
Conversion of convertible preferred stock to Class B common stock | 83,241 | ||
Conversion of warrant for convertible preferred stock to a warrant for Class B common stock and net exercise of warrant to purchase Class B common stock | 12,596 | ||
Deferred initial public offering costs and stock repurchase costs included in accounts payable | $ 58 | ||
Net exercise of warrants to purchase Series Seed convertible preferred stock | 3,789 | ||
Asset retirement obligation | $ 354 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations | Note 1—Nature of Operations The Trade Desk, Inc. (the “Company”) was formed in November 2009 as a Delaware corporation. The Company is headquartered in Ventura, California and has offices in various cities in the United States (“U.S.”), Europe, Asia and Australia. The Company is a global technology company that empowers ad buyers by providing a self-service omnichannel software platform that enables its clients to purchase and manage data-driven digital advertising campaigns across various advertising channels and formats. Risks The Company is subject to certain business risks, including dependence on key employees, competition, market acceptance of the Company’s platform, ability to source demand from buyers of advertising inventory, availability of equity or debt financings and dependence on growth to achieve its business plan. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The Company has no components of other comprehensive income (loss), and accordingly, the Company’s comprehensive income is the same as its net income for all periods presented. Reverse Stock Split On September 2, 2016, the Company effected a 1-for-3 reverse stock split of its outstanding common stock and a proportional adjustment to the then existing conversion ratios for each series of convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto, have been adjusted retrospectively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for doubtful accounts, (3) the useful lives of property and equipment and capitalized software development costs, (4) income taxes, (5) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock-based compensation, (6) the recognition and disclosure of contingent liabilities and (7) the assumptions used in valuing acquired assets and assumed liabilities in business combinations Revenue Recognition The Company generates revenue from clients who enter into agreements to use the Company’s platform to purchase advertising inventory, data and other add-on features. The Company charges clients a platform fee, which is a percentage of a client’s purchases through the platform. In addition, the Company invoices clients for the cost of advertising inventory purchased, plus data and any add-on features purchased through the platform less any advertising inventory that clients purchase directly from suppliers through the Company’s platform. The Company maintains agreements with each client and supplier in the form of master service agreements, which set out the terms of the relationship and access to the Company’s platform. The Company recognizes revenue when four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fees are fixed or determinable, and (4) collectability is reasonably assured. In applying the foregoing criteria, the Company recognizes revenue upon the completion of a transaction, that is, when a bid is won, subject to satisfying these criteria. Subsequent to a bid being won through the Company’s platform, the associated fees are generally not subject to adjustment or refund. Historically, any refunds and adjustments have not been material. The Company assesses collectability based on a number of factors, including the creditworthiness of a client or advertiser and related payment history. The Company generally bills clients for the gross amount of advertising inventory, data or other add-on features they purchase through the Company’s platform plus the Company’s platform fees, although some of the Company’s clients have payment relationships directly with advertising inventory suppliers in which case the Company only bills the clients for data, other services and the Company’s platform fees. The Company reports revenue net of amounts it pays suppliers for the cost of advertising inventory, data and add-on features in conformity with Accounting Standards Codification (“ASC”) 605-45, Revenue Recognition -Principal Agent Considerations Based on these and other factors, the Company has determined it is not the principal in the purchase and sale of advertising inventory, data and other add-on features in all of the Company’s arrangements and therefore reports revenue on a net basis for the fees the Company charges clients. The Company’s accounts receivable are recorded at the amount of gross billings to clients, net of allowances (“Gross Billings”), for the amounts it is responsible to collect, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Operating Expenses The Company classifies its operating expenses into four categories: Platform Operations. Platform operations expense consists of expenses related to hosting the Company’s platform, which includes “internet traffic” associated with the viewing of available impressions or queries per second (QPS) and providing support to clients. Platform operations expense includes hosting costs, personnel costs, and amortization of acquired technology and capitalized software costs for the development of the Company’s platform, including allocated overhead. Personnel costs included in platform operations include salaries, bonuses, stock-based compensation, and employee benefit costs, and are primarily attributable to personnel who provide the Company’s clients with support using the Company’s platform and the Company’s network operations group, who support the Company’s platform. The Company capitalizes certain costs associated with the development of the Company’s platform and amortizes these costs over their estimated useful lives in platform operations expense. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Sales and Marketing. Sales and marketing expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs and commission costs for the Company’s sales and marketing personnel. Sales and marketing expense also includes costs for market development programs, advertising, promotional and other marketing activities, and allocated overhead. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Commissions costs are expensed as incurred. Technology and Development. The Company’s technology and development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation and employee benefits costs, third-party consultant costs associated with the ongoing development and maintenance of the Company’s platform, amortization of capitalized third-party software used in the development of the Company’s platform and allocated overhead. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualify for capitalization, which are then recorded as capitalized software development costs included in other assets, non-current on the Company’s consolidated balance sheet. The Company amortizes capitalized software development costs relating to the Company’s platform to platform operations expense. General and Administrative. The Company’s general and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, and employee benefits costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, bad debt expense and allocated overhead. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Stock-Based Compensation Compensation expense related to stock options, restricted stock awards and units, which are referred to collectively as restricted stock, and awards granted under the Company’s employee stock purchase plan (“ESPP”), is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model. The fair value of restricted stock is calculated using the closing market price of the Company’s common stock on the date of grant. Stock-based compensation expense related to stock options and restricted stock is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. Stock-based compensation expense for ESPP awards is recognized on a graded-vesting attribution basis over the requisite service period of each award. Stock options granted 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 the non-employee stock options is re-measured each period until a commitment date is reached, which is generally the vesting date. Determining the fair value of stock options and ESPP awards requires judgment. The Company’s use of the Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock for periods prior to the completion of the Company’s IPO, the expected term of the option, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. These assumptions and estimates are as follows: Fair Value of Common Stock. For stock options granted subsequent to the Company’s IPO and ESPP awards, the fair value of common stock is based on the closing price of its common stock as reported on the NASDAQ Global Market on the grant date. Prior to the IPO, the board of directors determined the fair value of the common stock at the time of the grant of options by considering a number of objective and subjective factors including the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s preferred or common stock, among other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, . Risk The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities approximating the expected term of the awards. Expected Term. Given insufficient historical data relating to stock option exercises, to determine the expected term, 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. For ESPP awards, the expected term is the time period from the grant date to the respective purchase dates included within each offering period. Volatility. Because the Company has a short trading history for its 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 award, and during the year ended December 31, 2017, the Company began to include a blend of implied volatilities from its traded options. 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. During the year ended December 31, 2016, the Company early adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share—Based Payment Accounting 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. 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 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 in the accompanying consolidated statements of operations. On December 22, 2017, "H.R.1," known as the "Tax Cuts and Jobs Act," was signed into law. The primary impact of H.R.1 on the Company’s consolidated results from operations for the year ended December 31, 2017 and consolidated balance sheet as of December 31, 2017 was the revaluation of deferred taxes by $0.6 million resulting from the reduction in the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Given cumulative overseas deficits, no liability for foreign earnings and profits has been established. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding. The Company applies the two-class method to allocate net income (loss) between common and other participating securities based on their participation rights. Prior to the conversion of preferred stock to common stock concurrent with the IPO and because the holders of the Company’s convertible preferred stock were entitled to participate in dividends, the Company allocated net income to common and preferred stock based on their respective rights to receive dividends, whether or not declared. For 2015, the adjustment to the carrying value of the Series B preferred stock (Note 9) has been recorded as a benefit to net income attributable to common stockholders. For 2016, the excess of the repurchase price of preferred stock over its carrying value (Note 9) has been recorded as a reduction to net income to determine net loss attributable to common stockholders. Diluted net income (loss) per share attributable to common stockholders adjusts the basic net income (loss) per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potentially dilutive impact of stock options, restricted stock, ESPP and warrants, using the treasury-stock method, and convertible preferred stock using the as-if-converted method. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents, consisting of money market funds, are carried at fair value. Refer to Note 6—Fair Value Measurements for additional information regarding the fair value of cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, are unsecured and do not bear interest. The Company performs ongoing credit evaluations of its clients and certain advertisers when the Company’s agreements with its clients contain sequential liability terms that provide that the client payments are not due to the Company until the client has received payment from its customers who are advertisers. 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 client 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 following table presents changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2015 2016 2017 Beginning balance $ 172 $ 686 $ 2,574 Add: bad debt expense 542 1,890 4,289 Less: write-offs, net of recoveries (28 ) (2 ) (4,606 ) Ending balance $ 686 $ 2,574 $ 2,257 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 following estimated useful lives: Years Computer equipment 2 Purchased software 5 Furniture, fixtures and office equipment 5 Leasehold improvements * * Leasehold improvements are amortized on a straight-line basis over the term of the lease, or the useful life of the assets, whichever is shorter. 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 operating results. Capitalized Software Development Costs The Company capitalizes certain 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 development projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not qualify for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the consolidated statements of operations. Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, 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 when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. Software development costs are amortized using a straight-line method over the estimated useful life of two 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 internally developed software, or lease its software, to third parties. Business Combinations The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. In October 2017, the Company paid $3.0 million in cash for certain assets of a data company accounted for as a business combination. These assets primarily consisted of acquired technology and goodwill which are included in other assets, non-current. Operating 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 deferred rent. Debt Issuance Costs Debt issuance costs related to the term loans have been recorded as a reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method. Debt financing costs associated with credit facilities have been deferred and recorded in other assets, non-current and are amortized to interest expense on a straight-line basis over the term of the credit facilities. Preferred Stock Warrant Liabilities Prior to the completion of the Company’s IPO, warrants to purchase preferred stock of the Company were accounted for 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 could have obligated the Company to transfer assets to the preferred stockholders. The preferred stock warrants were recorded at fair value at each balance sheet date and changes in the fair value of the preferred stock warrants during each reporting period were recorded 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. Immediately prior to the completion of the Company’s IPO, all of the Company’s then-outstanding convertible preferred stock warrants were remeasured to fair value and automatically converted and reclassified into Class B common stock warrants and all remaining warrants were net exercised. Fair Value of Financial Instruments Fair value is defined as 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. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following: 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, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3—Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The carrying amounts of accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these instruments. The carrying value of the line of credit and term loans approximates fair value based on borrowing rates currently available to the Company for financing with similar terms and were determined to be Level 2. The Company’s convertible preferred stock warrants were measured using unobservable inputs that required a high level of judgment to determine fair value, and were thus classified as Level 3. Certain long lived assets including capitalized software development costs 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. To date, no material impairments have been recorded on those assets. Concentration of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions and its cash levels exceed the Federal Deposit Insurance Corporation (FDIC) federally insured limits. For 2015, two clients each accounted for 12% of Gross Billings. For 2016, three clients accounted for 15%, 13% and 11%, respectively, of Gross Billings. For 2017, three clients accounted for 22%, 11% and 10%, respectively, of Gross Billings. As of December 31, 2016, three clients accounted for 27%, 13% and 12%, respectively, of consolidated accounts receivable. As of December 31, 2017, three clients accounted for 33%, 14% and 11%, respectively, of consolidated accounts receivable. As of December 31, 2016, one supplier accounted for 10% of consolidated accounts payable. As of December 31, 2017, one supplier accounted for 12% of consolidated accounts payable. Foreign Currency Transactions and Translation The Company has entities operating in various countries. Each of these entities’ functional currency is the U.S. Dollar. Transactions in foreign currencies are translated into U.S. Dollars at the rates of exchange in effect at the date of the transaction. Net transaction losses were approximately $1.0 million, $1.2 million, and $3.9 million for the years ended December 31, 2015, 2016 and 2017, respectively, and are included in foreign currency exchange loss, net in the accompanying consolidated statements of operations. Commencing in 2015 the Company entered into forward contracts to hedge foreign currency exposures related primarily to the Company’s foreign currency denominated accounts receivable. The Company does not designate the foreign exchange forward contracts as hedges for accounting purposes and changes in the fair value of the foreign exchange forward contracts are recorded in foreign exchange loss, net in the accompanying consolidated statements of operations. As of December 31, 2016 and 2017, the Company had open forward contracts with aggregate notional amounts of $27.1 million and $58.4 million, respectively. The fair value of the open forward contracts was not material. The Company’s forward contracts generally have terms of 30-210 days. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | Note 3—Net Income (Loss) Per Share Attributable to Common Stockholders The Company has two classes of common stock, Class A and Class B. Basic and diluted net income (loss) per share attributable to common stockholders for Class A and Class B common stock were the same because they were entitled to the same liquidation and dividend rights. The computations of the numerators and denominators of the basic and diluted net income (loss) per share attributable to common stockholders are as follows (in thousands, except per share amounts): Year Ended December 31, 2015 2016 2017 Net income (loss) per share attributable to common stockholders—basic: Numerator: Net income $ 15,929 $ 20,482 $ 50,798 Less: Income attributable to convertible preferred stock (10,958 ) — — Add: Preferred stock modification 3,793 — — Less: Premium on repurchase of convertible preferred stock — (47,209 ) — Net income (loss) attributable to common stockholders $ 8,764 $ (26,727 ) $ 50,798 Denominator: Weighted-average shares outstanding 10,290 18,280 40,262 Net income (loss) per share attributable to common stockholders—basic $ 0.85 $ (1.46 ) $ 1.26 Net income (loss) per share attributable to common stockholders—diluted: Numerator: Net income (loss) attributable to common stockholders—basic $ 8,764 $ (26,727 ) $ 50,798 Add: Income attributable to dilutive convertible preferred stock 1,624 — — Less: Preferred stock modification (3,793 ) — — Net income (loss) attributable to common stockholders—diluted $ 6,595 $ (26,727 ) $ 50,798 Denominator: Weighted-average shares outstanding 10,290 18,280 40,262 Dilutive convertible preferred stock 2,790 — — Options to purchase common stock 3,699 3,415 Employee stock purchase plan shares — — 268 Restricted stock — — 111 Weighted-average shares outstanding—diluted 16,779 18,280 44,056 Net income (loss) per share attributable to common stockholders—diluted $ 0.39 $ (1.46 ) $ 1.15 The following table presents the anti-dilutive shares excluded from the calculation of diluted net income (loss) per share attributable to common stockholders (in thousands): Year Ended December 31, 2015 2016 2017 Anti-dilutive equity awards under stock-based award plans 248 6,069 1,246 Common shares issuable upon conversion of convertible preferred stock 19,320 — — Common shares issuable upon conversion of preferred stock warrants 547 — — Total shares excluded from net income (loss) per share attributable to common stockholders—diluted 20,115 6,069 1,246 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4—Property and Equipment, Net Major classes of property and equipment were as follows (in thousands): As of December 31, 2016 2017 Computer equipment $ 2,542 $ 4,520 Purchased software 6,686 7,735 Furniture and fixtures 2,563 4,306 Construction in progress 2,319 102 Leasehold improvements 4,374 9,645 18,484 26,308 Less: Accumulated depreciation (3,705 ) (8,903 ) $ 14,779 $ 17,405 Depreciation expense for 2015, 2016 and 2017 was $1.0 million, $2.4 million and $5.3 million respectively. The Company has purchased software under a financing arrangement where the Company makes installment payments over a four-year period. The Company has taken possession of the software and runs the software on its own equipment. As of December 31, 2016 and 2017, the software had a cost basis of $1.8 million. Accumulated depreciation on this software as of December 31, 2016 and 2017 was $0.9 million and $1.2 million, respectively. Depreciation expense on this software was $0.4 million for 2015, 2016 and 2017. To date, there have been no impairment charges to property and equipment. |
Capitalized Software Developmen
Capitalized Software Development Costs | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Capitalized Software Development Costs | Note 5—Capitalized Software Development Costs Capitalized software development costs, included in other assets, non-current, were as follows (in thousands): As of December 31, 2016 2017 Capitalized software development costs, gross $ 4,280 $ 6,133 Less: Accumulated amortization (1,520 ) (1,734 ) Capitalized software development costs, net $ 2,760 $ 4,399 The Company capitalized $1.8 million, $2.4 million and $3.5 million of software development costs in 2015, 2016 and 2017, respectively. Amortization expense was $0.9 million, $1.4 million and $1.9 million for 2015, 2016 and 2017, respectively. Based on the Company’s capitalized software development costs ready for intended use as of December 31, 2017, estimated amortization expense of $1.9 million and $0.8 million is expected to be recognized in 2018 and 2019, respectively. Amortization has not started on $1.7 million of capitalized software development costs that are not yet ready for intended use as of December 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6—Fair Value Measurements At December 31, 2017, cash equivalents of $5.0 million consisted of money market funds, which were classified as Level 1 of the fair value hierarchy and are valued using quoted market prices in active markets. The Company had no cash equivalents at December 31, 2016. The Company had no other material financial instruments that were measured at fair value at December 31, 2016 and 2017. The Company’s preferred stock warrants are recorded at fair value and were determined to be Level 3 fair value items. The changes in the fair value of preferred stock warrants are summarized below (in thousands): Year Ended December 31, 2015 2016 Beginning balance $ 966 $ 6,927 Change in value of preferred stock warrants recorded in other expense, net 5,961 9,458 Reclassification to convertible preferred stock upon net exercise of Series Seed warrant in February 2016 — (3,789 ) Conversion of preferred stock warrants to common stock warrants upon the closing of the Company’s IPO on September 26, 2016 — (12,596 ) Ending balance $ 6,927 $ — In connection with the IPO, outstanding warrants exercisable for 1,382,505 shares of convertible preferred stock were automatically converted into warrants exercisable for 460,834 shares of Class B common stock and net exercised resulting in the issuance of 448,545 shares of Class B common stock based on the IPO price of $18.00 per share and taking into account the 1-for-3 reverse stock split. The aggregate fair value of these warrants upon the closing of the IPO was $12.6 million, which was reclassified from liabilities to additional paid-in capital. The Company determined the fair value of the preferred stock warrants utilizing the Black-Scholes model with the following assumptions: Series Seed Series A-3 As of As of Dec 31, 2015 Sept 26, 2016 Dec 31, 2015 Sept 26, 2016 Contractual term (years) 5.7 4.9 7.2 6.5 Expected volatility 60.3 % 59.1 % 61.3 % 59.1 % Risk-free interest rate 1.84 % 1.12 % 2.09 % 1.34 % Estimated dividend yield — % — % — % — % |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable | Note 7—Accounts Payable Accounts payable included the following (in thousands): As of December 31, 2016 2017 Accounts payable–media and data $ 307,018 $ 477,716 Accounts payable–other 14,145 12,661 Total $ 321,163 $ 490,377 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 8—Debt Amended Revolving Credit Agreement On May 9, 2017, the Company, a syndicate of banks, led by Citibank, N.A., and Citibank, N.A., as agent, entered into an amended and restated loan and security agreement (the “Amended Revolving Credit Agreement”). Among other things, the Amended Revolving Credit Agreement provides for an increase of $75.0 million in the aggregate principal amount of commitments available under the Company’s senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) and provides the Company with greater flexibility with respect to working capital, acquisitions and general corporate purposes. Available funding commitments to the Company under the Revolving Credit Facility, subject to certain conditions, total up to $200.0 million, with a $20.0 million sublimit for swingline borrowings and a $15.0 million sublimit for the issuance of letters of credit. Under certain circumstances and subject to certain conditions, the Company has the right to increase the Revolving Credit Facility by an additional amount not to exceed $100.0 million. Any borrowings under the Revolving Credit Facility are due in full in May 2022. The Company may prepay the borrowings without penalty at any time. The Amended Revolving Credit Agreement is collateralized by substantially all of the Company’s assets, including a pledge of certain of the Company’s accounts receivable, deposit accounts, intellectual property, investment property, and equipment. Availability under the Revolving Credit Facility was $168.1 million at December 31, 2017, and is based on a percentage of eligible accounts receivable, as reduced by certain reserves. Loans under the Revolving Credit Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or a LIBOR rate, plus an applicable margin (“Base Rate Borrowings” and “LIBOR Rate Borrowings”). The Base Rate is defined as a fluctuating interest rate equal to the greatest of (1) the federal funds rate plus 0.50%, (2) Citibank, N.A.’s prime rate, and (3) one month LIBOR rate plus 2.0%. The applicable margin is defined as a rate between 1.0% to 1.5% for Base Rate Borrowings and between 2.0% and 2.5% for LIBOR Rate Borrowings, depending on the amount of average excess availability on the Revolving Credit Facility. The fee for undrawn amounts ranges from 0.325% to 0.375%. Interest is payable either (a) monthly for Base Rate Borrowings or (b) for LIBOR Rate Borrowings, on the earlier of (1) the last day of the interest period which can be one, two, three or six months as selected by the Company or (2) the last day of each three month interval. The Company will also be required to pay customary letter of credit fees, as necessary. The Amended Revolving Credit Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company’s ability to sell assets, make changes to the nature of its business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of subordinated debt. The Amended Revolving Credit Agreement also requires that if the Company’s excess availability is less than the greater of (a) $15.0 million and (b) 12.5% of the lesser of (1) the borrowing base then in effect and (2) the commitments under the Revolving Credit Facility then in effect, the Company will maintain a consolidated fixed charge coverage ratio of at least 1.15 to 1.00. As of December 31, 2017, the Company was in compliance with all covenants. The Revolving Credit Facility matures and all outstanding amounts become due and payable on May 9, 2022. Under the Revolving Credit Facility, the Company had an outstanding debt, net balance of $27.0 million that bore interest at weighted average rate of 3.6% as of December 31, 2017. In January 2018, the Company repaid the outstanding principal and accrued interest in the aggregate amount of $27.1 million. In connection with the Company’s prior debt facility, the Company was required to pay a fee of $0.8 million upon the occurrence of the IPO. This liquidation fee was paid upon the completion of the IPO and recorded as a component of interest expense in the consolidated statements of operations for the year ended December 31, 2016. |
Capitalization
Capitalization | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capitalization | Note 9—Capitalization In September 2016, and in preparation of the IPO and the establishment of two classes of common stock, each share of the then outstanding common stock was reclassified to Class B common stock. The Company sold Class A common stock in the IPO. The Class A and Class B have the same rights and preferences including rights to dividends, except the Class B is entitled to ten votes per share and the Class A is entitled to one vote per share. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain transfers described in the Company’s restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes. During the period from September 2016 through December 2016, 4.2 million shares of Class B common stock were converted to Class A common stock, and during the year ended December 31, 2017, 21.8 million shares of Class B common stock were converted to Class A common stock. In addition, upon the earlier of (1) the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock and (2) the affirmative vote or written consent of the holders of at least 66 2 ⁄ 3 % of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock will convert automatically into Class A common stock, and no additional shares of Class B common stock will be issued. Prior to the reclassification of existing common stock to Class B common stock, the existing common stock was entitled to one vote per share. As of December 31, 2017, the Company is authorized to issue 1,095,000,000 shares of common stock, par value $0.000001 per share, and 100,000,000 shares of preferred stock, par value, $0.000001 per share. The authorized common stock consists of 1,000,000,000 shares of Class A common stock and 95,000,000 shares of Class B common stock. No shares of preferred stock are outstanding as of December 31, 2016 and 2017. The Company’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Initial Public Offering On September 26, 2016, the Company completed its IPO whereby 4,666,667 shares of Class A common stock were issued and sold by the Company and 700,000 shares of Class A common stock were sold by selling stockholders, pursuant to the underwriters’ exercise of their over-allotment option, at the IPO price of $18.00 per share. The Company received net proceeds from the offering of approximately $78.1 million after deducting underwriting discounts and commissions of $5.9 million, but before deducting offering costs of $4.5 million. The Company did not receive any proceeds from the sales of shares by the selling stockholders. In connection with the Company’s IPO: (1) all shares of the Company’s outstanding Series Seed, A-1, A-2, A-3, B and C convertible preferred stock automatically converted into an aggregate 22,078,637 shares of Class B common stock on a one for one-third basis and (2) warrants exercisable for 1,382,505 shares of convertible preferred stock were automatically converted into warrants exercisable for 460,834 shares of Class B common stock and net exercised resulting in the issuance of 448,545 shares of Class B common stock based on the IPO price of $18.00 per share and taking into account the 1-for-3 reverse stock split. In addition, upon completion of the IPO, costs associated with the IPO of $4.5 million were reclassified from other assets, non-current to additional paid-in capital. Secondary Offerings In March 2017, the Company completed a secondary offering (the “March 2017 Offering”) in which a total of 7,281,789 shares of Class A common stock were sold by certain selling stockholders to the public at a price of $35.50 per share, including 949,798 shares of Class A common stock sold to the underwriters pursuant to an option to purchase additional shares granted to them. In June 2017, the Company completed another secondary offering (the “June 2017 Offering”) in which a total of 4,846,600 shares of Class A common stock were sold by certain selling stockholders to the public at a price of $52.00 per share, including 530,148 shares of Class A common stock sold to the underwriters pursuant to an option to purchase additional shares granted to them. The Company did not receive any proceeds from either the March 2017 Offering or the June 2017 Offering. The Company incurred $0.9 million and $0.6 million in offering costs related to the March 2017 Offering and the June 2017 Offering, respectively, and these costs were included within general and administrative expenses in the condensed consolidated statements of operations during the first and second quarters of 2017, respectively. Convertible Preferred Stock In February 2016, the Company issued 11,500,587 shares of Series C convertible preferred stock for $60.0 million and used $54.0 million of the proceeds to repurchase 3,897,928 and 8,485,350 shares of Series Seed preferred stock (including shares issued upon exercise of warrant described below) and Series A preferred stock (comprising shares of Series A-1, A-2 and A-3), respectively, each at 80% of the Series C offering price per share of $5.22, and 188,786 shares of common stock at a price per share of $12.51. Warrants to purchase 808,135 shares of Seed preferred stock were net exercised, resulting in the issuance of 788,755 shares of Series Seed preferred stock of which 614,052 shares were then repurchased. The repurchase price of the convertible preferred stock, including legal costs, of $51.8 million exceeded the carrying value of $4.6 million at the date of repurchase. The repurchase price in excess of the then carrying value of the preferred stock of $47.2 million was recorded as a reduction to additional paid-in capital of $1.2 million and a reduction to retained earnings of $46.0 million. For the computation of net loss per share attributable to common stockholders for the year ended December 31, 2016, the repurchase price in excess of the then carrying value of the preferred stock of $47.2 million was recorded as a reduction to net income in computing net loss attributable to common stockholders. All shares of the Company’s outstanding Series Seed, A-1, A-2, A-3, B and C convertible preferred stock automatically converted into an aggregate 22,078,637 shares of Class B common stock on a one for one-third basis upon the completion of the Company’s IPO. Modification of Series B Preferred Stock In 2015, the Series B preferred stockholders agreed to modify the then liquidation rights and preference of the Series B preferred stock. The Company recorded the modification as an extinguishment as the fair value of the Series B preferred stock immediately before and immediately after the modification were substantially different (i.e., more than10%). The Company recorded the difference between the carrying value of the Series B preferred stock and the fair value after the modification, of $3.8 million, as a reduction to the carrying value of the Series B preferred stock and a reduction to accumulated deficit. The $3.8 million has been recorded as an adjustment to the net income attributable to common stockholders in accordance with ASC 260, Earnings per Share. Rights and Preferences of Convertible Preferred Stock Prior to the Company’s IPO, the Company’s convertible preferred stock had voting rights that allowed the holder to vote the number of common stock equal to which such shares of preferred stock could be converted; entitled the preferred stockholders to certain dividend right; entitled the holders to preference in payment upon a liquidation event, including upon a change in control, prior to the common stock holders equal to the greater of the original purchase price plus any dividends or such amount per share as would have been payable had all shares of the preferred stock been converted into common stock; and were convertible at the option of the holder at any time or automatically upon a qualified IPO. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10—Stock-Based Compensation Total stock-based compensation expense, by operating expense category, recorded in the consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2015 2016 2017 Platform operations $ 71 $ 756 $ 2,674 Sales and marketing 127 1,707 6,261 Technology and development 85 1,513 6,661 General and administrative 91 1,080 5,721 Total $ 374 $ 5,056 $ 21,317 Stock-Based Award Plans The Company is authorized to issue stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based and cash-based awards under its 2016 Incentive Award Plan. As of December 31, 2017, 3.5 million shares remained available for grant under the Company’s 2016 Incentive Award Plan. The number of shares authorized for grant is subject to increase each year on January 1, equal to the lesser of (a) 4% of the common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the board of directors. Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date, and expire no later than 10 years from the date of grant. Restricted stock awards and units, which are referred to collectively as restricted stock, generally vest over four years, subject to the holder’s continued service through the vesting date. Stock Option Information The following summarizes stock option activity: Shares Under Option (in thousands) Weighted- Average Exercise Price Weighted-Average Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2016 (1) 5,429 $ 4.94 Granted 1,473 44.20 Exercised (1,932 ) 1.33 Cancelled (225 ) 18.49 Outstanding as of December 31, 2017 (2) 4,745 $ 17.96 7.4 $ 136,085 Exercisable as of December 31, 2017 2,242 $ 4.81 5.9 $ 91,829 (1) Includes options to purchase 389 and 5,040 shares of Class A and Class B common stock, respectively. (2) Includes options to purchase 1,780 and 2,965 shares of Class A and Class B common stock, respectively. The fair value of options on the date of grant is estimated based on the Black-Scholes option pricing model. The weighted average assumptions used to value options granted to employees for the periods presented were as follows: Year Ended December 31, 2015 2016 2017 Expected term (years) 6.0 6.0 6.0 Expected volatility 64.5 % 58.1 % 52.6 % Risk-free interest rate 1.62 % 1.62 % 2.03 % Estimated dividend yield — % — % — % The weighted average grant date fair value per share of stock options granted for the years ended December 31, 2015, 2016 and 2017 and were $1.12, $11.61 and $22.48, respectively. The total intrinsic value of options exercised during the years ended December 31, 2015, 2016 and 2017 were $1.9 million, $13.7 million and $84.8 million, respectively. Stock-based compensation expense related to stock options was $0.4 million, $1.7 million and $7.9 million for the years ended December 31, 2015, 2016 and 2017, respectively. At December 31, 2017, the Company had unrecognized employee stock-based compensation relating to stock options of approximately $36.7 million, which is expected to be recognized over a weighted-average period of 2.8 years. On January 1, 2018, the number of shares authorized for grant under the Company’s 2016 Incentive Award Plan was increased by 1.7 million shares in accordance with plan provisions. Restricted Stock and Restricted Stock Units The following summarizes restricted stock activity: Shares (in thousands) Weighted- Average Grant Date Fair Value Per Share Unvested as of December 31, 2016 193 $ 29.65 Granted 307 43.76 Vested (54 ) 30.06 Forfeited (28 ) 29.97 Unvested as of December 31, 2017 418 $ 39.95 Stock-based compensation expense related to restricted stock was $0.1 million and $2.7 million for the years ended December 31, 2016 and 2017, respectively. At December 31, 2017, the Company had unrecognized employee stock-based compensation relating to restricted stock of approximately $15.6 million, which is expected to be recognized over a weighted-average period of 3.4 years. Employee Stock Purchase Plan In September 2016, the Company established an ESPP with 800,000 shares of Class A common stock available for issuance. As of December 31, 2017, 0.5 million shares remained available for grant under this plan. The number of shares authorized for grant is subject to increase each year on January 1, equal to the lesser of (a) 800,000 shares, (b) 1% of the common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, and (c) such smaller number of shares as determined by the Company’s board of directors. Under the ESPP, all eligible employees were auto-enrolled upon the IPO and each eligible employee was then permitted to authorize payroll deductions of up to 100% of their compensation to purchase shares of Class A common stock, subject to applicable ESPP and statutory limits. The ESPP provides for offering periods generally up to two years, with purchases occurring and new offering periods commencing generally every six months. The first ESPP purchase (pursuant to a truncated purchase period starting on the Company’s IPO) occurred on December 29, 2016, and subsequent purchases will generally occur on May 15th and November 15th each year. At each purchase date, employees are able to purchase shares at 85% of the lower of (1) the closing market price per share of Class A common stock on the employee’s enrollment into the applicable offering period and (2) the closing market price per share of Class A common stock on the purchase date. The ESPP has an automatic reset feature, whereby the offering period resets if the fair value of the Company’s common stock on a purchase date is less than that on the original offering date. The fair value of ESPP shares was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2016 2017 Expected term (years) 0.8 0.9 Expected volatility 48.9 % 45.9 % Risk-free interest rate 0.69 % 1.22 % Estimated dividend yield — % — % The first offering period allowed for cash contributions in addition to payroll deductions, and as a result, stock-based compensation expense for this offering period was marked-to-market. On December 14, 2016, the cash contribution feature was removed and the final mark-to-market adjustment was recorded as of this date. The ESPP has a six month holding period (12 months for the first offering period) with respect to common stock purchases. Due to the holding period, the Company applies a discount to reflect the non-transferability of the shares. Stock-based compensation expense related to ESPP totaled $3.3 million and $10.7 million for the years ended December 31, 2016 and 2017, respectively, and stock-based compensation related to the first offering period was $3.3 million and $10.1 million for the years ended December 31, 2016 and 2017, respectively. The first offering period is scheduled to expire immediately following the November 15, 2018 purchase date. At December 31, 2017, the Company had unrecognized employee stock-based compensation relating to ESPP awards of approximately $6.6 million, which is expected to be recognized over a weighted-average period of 0.7 years. On January 1, 2018, the number of shares available for issuance under the Company’s Employee Stock Purchase Plan was increased by 0.4 million shares in accordance with plan provisions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11—Income Taxes The following are the domestic and foreign components of the Company’s income (loss) before income taxes (in thousands): Year Ended December 31, 2015 2016 2017 Domestic $ 29,224 $ 45,904 $ 66,148 International 631 (2,070 ) (2,523 ) Income before income taxes $ 29,855 $ 43,834 $ 63,625 The following are the components of the provision for (benefit from) income taxes (in thousands): Year Ended December 31, 2015 2016 2017 Current: Federal $ 11,123 $ 18,300 $ 9,944 State and local 2,325 5,595 3,906 Foreign 140 64 558 Total current provision 13,588 23,959 14,408 Deferred: Federal 197 (68 ) (172 ) State and local 141 (539 ) (1,382 ) Foreign — — (27 ) Total deferred (benefit) provision 338 (607 ) (1,581 ) Total provision for income taxes $ 13,926 $ 23,352 $ 12,827 A reconciliation of the statutory tax rate to the effective tax rate for the periods presented is as follows: Year Ended December 31, 2015 2016 2017 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal benefit 5.4 7.5 2.6 Foreign income at other than U.S. rates (0.3 ) 1.1 2.7 Stock-based compensation 0.4 3.8 (19.0 ) Meals and entertainment 0.2 0.3 0.4 Change in value of preferred stock warrant liabilities 7.0 7.6 — Research and development credit (1.0 ) (3.1 ) (2.8 ) Federal deferred tax asset revaluation — — 0.9 Other permanent items (0.1 ) 0.4 0.9 Change in valuation allowance — 0.7 (0.5 ) Effective income tax rate 46.6 % 53.3 % 20.2 % 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 (in thousands): As of December 31, 2016 2017 Deferred tax assets (liabilities): Reserves and allowances $ 1,774 $ 1,804 Accrued expenses 2,651 1,810 Net operating losses 326 — Research and development tax credit 280 774 Stock-based compensation 126 1,722 Other 760 971 Prepaid expenses (484 ) (580 ) Property and equipment (2,254 ) (2,026 ) Capitalized software development costs (1,075 ) (1,116 ) Valuation allowance (326 ) — Total deferred tax assets, net $ 1,778 $ 3,359 As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. During 2016, management recorded a valuation allowance of $0.3 million against its U.K. net deferred tax assets, based on the previous history of cumulative losses and the conclusion that future taxable profit may not be available for the utilization of the deferred tax assets for U.K. income tax purposes. During 2017, management released the valuation allowance due to, among other reasons, three years of cumulative pre-tax income. Management determined that sufficient positive evidence existed to conclude that it is more likely than not there will be full utilization of the deferred tax assets in the U.K.; therefore, the entire valuation allowance of $0.3 million was released during 2017. As of December 31, 2017, the Company had state research and development tax credits of approximately $1.3 million, which carry forward indefinitely. As of December 31, 2017, unremitted earnings of the subsidiaries outside of the U.S. were approximately $4.8 million, on which no state taxes have been paid. The Company’s intention is to indefinitely reinvest these earnings outside the U.S. Upon distribution of those earnings in the form of a dividend or otherwise, the Company would be subject to both state income taxes and withholding taxes payable to various foreign countries. The amounts of such tax liabilities that might be payable upon repatriation of foreign earnings are not material. As of December 31, 2016 and 2017, the Company had gross unrecognized tax benefits of approximately $1.0 million and $3.1 million, respectively, which would affect the Company’s effective tax rate if recognized. The Company classifies liabilities for unrecognized tax benefits in other liabilities, non-current. A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2015 $ — Increases related to current year tax positions 605 Increases related to prior year tax positions 402 Balance at December 31, 2016 1,007 Increases related to current year tax positions 1,971 Increases related to prior year tax positions 123 Balance at December 31, 2017 $ 3,101 Interest and penalties related to the Company’s unrecognized tax benefits accrued as of December 31, 2017 were not material. The Company is currently under examination by the Internal Revenue Service for the years ended December 31, 2014 and 2015. The examination is in the preliminary stage and therefore, the Company does not expect significant changes to the unrecognized tax benefits during the next twelve months. The Company is subject to examination by taxing authorities in the U.S. federal, state and various foreign jurisdictions. For federal and state income taxes, the Company remains subject to examination for 2010 and subsequent years. The majority of the Company’s foreign subsidiaries remain subject to examination by the local taxing authorities for 2013 and subsequent periods. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 12—Segment and Geographic Information The Company has determined that it operates as one operating segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and measure performance. Gross Billings, based on the billing address of the clients or client affiliates, were as follows (in thousands): Year Ended December 31, 2015 2016 2017 US $ 477,585 $ 868,877 $ 1,270,116 International 52,390 121,684 221,626 Total $ 529,975 $ 990,561 $ 1,491,742 The Company’s property and equipment, net located outside the U.S. was $2.5 million and $3.6 million as of December 31, 2016 and 2017, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13—Commitments and Contingencies The Company has various non-cancelable operating leases primarily for its corporate and international offices. As of December 31, 2017, the Company’s non-cancelable minimum lease commitments were as follows (in thousands): Year Amount 2018 $ 7,570 2019 7,724 2020 7,387 2021 6,309 2022 2,552 Thereafter 211 $ 31,753 Rent expense for non-cancelable operating leases was $2.2 million, $4.8 million and $8.2 million for the years ended December 31, 2015, 2016 and 2017, respectively. As of December 31, 2017, the Company has non-cancelable commitments to its hosting services providers, marketing contracts and commitments to providers of software as a service. Year Amount 2018 $ 27,914 2019 8,871 2020 214 $ 36,999 Guarantees and Indemnification In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to clients, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus there are no claims that the Company is aware of that could have a material effect on the Company’s balance sheet, statement of operations or statement of cash flows. Accordingly, no amounts for any obligation have been recorded as of December 31, 2016 and 2017. Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Employment Contracts The Company has entered into agreements with severance terms with certain employees and officers, all of whom are employed on an at-will basis, subject to certain severance obligations in the event of certain involuntary terminations. The Company may be required to accelerate the vesting of certain stock options in the event of changes in control, as defined and involuntary terminations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14—Related Party Transactions From January to May 2015, the Company processed $0.2 million of spend through its platform with Falk Technologies GmbH. Thomas Falk, one of the Company’s directors, was previously the chief executive officer of Falk Technologies GmbH during such period. |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The Company has no components of other comprehensive income (loss), and accordingly, the Company’s comprehensive income is the same as its net income for all periods presented. |
Reverse Stock Split | Reverse Stock Split On September 2, 2016, the Company effected a 1-for-3 reverse stock split of its outstanding common stock and a proportional adjustment to the then existing conversion ratios for each series of convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto, have been adjusted retrospectively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. |
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 amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for doubtful accounts, (3) the useful lives of property and equipment and capitalized software development costs, (4) income taxes, (5) assumptions used in the Black-Scholes option pricing model to determine the fair value of stock-based compensation, (6) the recognition and disclosure of contingent liabilities and (7) the assumptions used in valuing acquired assets and assumed liabilities in business combinations |
Revenue Recognition | Revenue Recognition The Company generates revenue from clients who enter into agreements to use the Company’s platform to purchase advertising inventory, data and other add-on features. The Company charges clients a platform fee, which is a percentage of a client’s purchases through the platform. In addition, the Company invoices clients for the cost of advertising inventory purchased, plus data and any add-on features purchased through the platform less any advertising inventory that clients purchase directly from suppliers through the Company’s platform. The Company maintains agreements with each client and supplier in the form of master service agreements, which set out the terms of the relationship and access to the Company’s platform. The Company recognizes revenue when four basic criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fees are fixed or determinable, and (4) collectability is reasonably assured. In applying the foregoing criteria, the Company recognizes revenue upon the completion of a transaction, that is, when a bid is won, subject to satisfying these criteria. Subsequent to a bid being won through the Company’s platform, the associated fees are generally not subject to adjustment or refund. Historically, any refunds and adjustments have not been material. The Company assesses collectability based on a number of factors, including the creditworthiness of a client or advertiser and related payment history. The Company generally bills clients for the gross amount of advertising inventory, data or other add-on features they purchase through the Company’s platform plus the Company’s platform fees, although some of the Company’s clients have payment relationships directly with advertising inventory suppliers in which case the Company only bills the clients for data, other services and the Company’s platform fees. The Company reports revenue net of amounts it pays suppliers for the cost of advertising inventory, data and add-on features in conformity with Accounting Standards Codification (“ASC”) 605-45, Revenue Recognition -Principal Agent Considerations Based on these and other factors, the Company has determined it is not the principal in the purchase and sale of advertising inventory, data and other add-on features in all of the Company’s arrangements and therefore reports revenue on a net basis for the fees the Company charges clients. The Company’s accounts receivable are recorded at the amount of gross billings to clients, net of allowances (“Gross Billings”), for the amounts it is responsible to collect, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. |
Operating Expenses | Operating Expenses The Company classifies its operating expenses into four categories: Platform Operations. Platform operations expense consists of expenses related to hosting the Company’s platform, which includes “internet traffic” associated with the viewing of available impressions or queries per second (QPS) and providing support to clients. Platform operations expense includes hosting costs, personnel costs, and amortization of acquired technology and capitalized software costs for the development of the Company’s platform, including allocated overhead. Personnel costs included in platform operations include salaries, bonuses, stock-based compensation, and employee benefit costs, and are primarily attributable to personnel who provide the Company’s clients with support using the Company’s platform and the Company’s network operations group, who support the Company’s platform. The Company capitalizes certain costs associated with the development of the Company’s platform and amortizes these costs over their estimated useful lives in platform operations expense. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Sales and Marketing. Sales and marketing expense consists primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs and commission costs for the Company’s sales and marketing personnel. Sales and marketing expense also includes costs for market development programs, advertising, promotional and other marketing activities, and allocated overhead. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Commissions costs are expensed as incurred. Technology and Development. The Company’s technology and development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation and employee benefits costs, third-party consultant costs associated with the ongoing development and maintenance of the Company’s platform, amortization of capitalized third-party software used in the development of the Company’s platform and allocated overhead. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualify for capitalization, which are then recorded as capitalized software development costs included in other assets, non-current on the Company’s consolidated balance sheet. The Company amortizes capitalized software development costs relating to the Company’s platform to platform operations expense. General and Administrative. The Company’s general and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, and employee benefits costs associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, bad debt expense and allocated overhead. The Company allocates overhead such as information technology infrastructure, rent and occupancy charges based on headcount. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense related to stock options, restricted stock awards and units, which are referred to collectively as restricted stock, and awards granted under the Company’s employee stock purchase plan (“ESPP”), is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model. The fair value of restricted stock is calculated using the closing market price of the Company’s common stock on the date of grant. Stock-based compensation expense related to stock options and restricted stock is recognized on a straight-line basis over the requisite service periods of the awards, which is generally four years. Stock-based compensation expense for ESPP awards is recognized on a graded-vesting attribution basis over the requisite service period of each award. Stock options granted 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 the non-employee stock options is re-measured each period until a commitment date is reached, which is generally the vesting date. Determining the fair value of stock options and ESPP awards requires judgment. The Company’s use of the Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock for periods prior to the completion of the Company’s IPO, the expected term of the option, the expected volatility of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. These assumptions and estimates are as follows: Fair Value of Common Stock. For stock options granted subsequent to the Company’s IPO and ESPP awards, the fair value of common stock is based on the closing price of its common stock as reported on the NASDAQ Global Market on the grant date. Prior to the IPO, the board of directors determined the fair value of the common stock at the time of the grant of options by considering a number of objective and subjective factors including the Company’s actual operating and financial performance, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the likelihood of achieving a liquidity event and transactions involving the Company’s preferred or common stock, among other factors. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, . Risk The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities approximating the expected term of the awards. Expected Term. Given insufficient historical data relating to stock option exercises, to determine the expected term, 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. For ESPP awards, the expected term is the time period from the grant date to the respective purchase dates included within each offering period. Volatility. Because the Company has a short trading history for its 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 award, and during the year ended December 31, 2017, the Company began to include a blend of implied volatilities from its traded options. 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. During the year ended December 31, 2016, the Company early adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share—Based Payment Accounting 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. |
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 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 in the accompanying consolidated statements of operations. On December 22, 2017, "H.R.1," known as the "Tax Cuts and Jobs Act," was signed into law. The primary impact of H.R.1 on the Company’s consolidated results from operations for the year ended December 31, 2017 and consolidated balance sheet as of December 31, 2017 was the revaluation of deferred taxes by $0.6 million resulting from the reduction in the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018. Given cumulative overseas deficits, no liability for foreign earnings and profits has been established. |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding. The Company applies the two-class method to allocate net income (loss) between common and other participating securities based on their participation rights. Prior to the conversion of preferred stock to common stock concurrent with the IPO and because the holders of the Company’s convertible preferred stock were entitled to participate in dividends, the Company allocated net income to common and preferred stock based on their respective rights to receive dividends, whether or not declared. For 2015, the adjustment to the carrying value of the Series B preferred stock (Note 9) has been recorded as a benefit to net income attributable to common stockholders. For 2016, the excess of the repurchase price of preferred stock over its carrying value (Note 9) has been recorded as a reduction to net income to determine net loss attributable to common stockholders. Diluted net income (loss) per share attributable to common stockholders adjusts the basic net income (loss) per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potentially dilutive impact of stock options, restricted stock, ESPP and warrants, using the treasury-stock method, and convertible preferred stock using the as-if-converted method. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents, consisting of money market funds, are carried at fair value. Refer to Note 6—Fair Value Measurements for additional information regarding the fair value of cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, are unsecured and do not bear interest. The Company performs ongoing credit evaluations of its clients and certain advertisers when the Company’s agreements with its clients contain sequential liability terms that provide that the client payments are not due to the Company until the client has received payment from its customers who are advertisers. 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 client 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 following table presents changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2015 2016 2017 Beginning balance $ 172 $ 686 $ 2,574 Add: bad debt expense 542 1,890 4,289 Less: write-offs, net of recoveries (28 ) (2 ) (4,606 ) Ending balance $ 686 $ 2,574 $ 2,257 |
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 following estimated useful lives: Years Computer equipment 2 Purchased software 5 Furniture, fixtures and office equipment 5 Leasehold improvements * * Leasehold improvements are amortized on a straight-line basis over the term of the lease, or the useful life of the assets, whichever is shorter. 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 operating results. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain 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 development projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not qualify for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the consolidated statements of operations. Software development activities typically consist of three stages: (1) the planning phase; (2) the application and infrastructure development stage; and (3) the post implementation stage. Costs incurred in the planning and post implementation phases, 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 when the preliminary project stage is completed, management implicitly or explicitly authorizes and commits to funding the project and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development phases, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software is ready for its intended purpose. Software development costs are amortized using a straight-line method over the estimated useful life of two 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 internally developed software, or lease its software, to third parties. |
Business Combinations | Business Combinations The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. In October 2017, the Company paid $3.0 million in cash for certain assets of a data company accounted for as a business combination. These assets primarily consisted of acquired technology and goodwill which are included in other assets, non-current. |
Operating Leases | Operating 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 deferred rent. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to the term loans have been recorded as a reduction of the carrying amount of the debt and are amortized to interest expense using the effective interest method. Debt financing costs associated with credit facilities have been deferred and recorded in other assets, non-current and are amortized to interest expense on a straight-line basis over the term of the credit facilities. |
Preferred Stock Warrant Liabilities | Preferred Stock Warrant Liabilities Prior to the completion of the Company’s IPO, warrants to purchase preferred stock of the Company were accounted for 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 could have obligated the Company to transfer assets to the preferred stockholders. The preferred stock warrants were recorded at fair value at each balance sheet date and changes in the fair value of the preferred stock warrants during each reporting period were recorded 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. Immediately prior to the completion of the Company’s IPO, all of the Company’s then-outstanding convertible preferred stock warrants were remeasured to fair value and automatically converted and reclassified into Class B common stock warrants and all remaining warrants were net exercised. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as 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. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, which are the following: 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, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. Level 3—Unobservable inputs. Observable inputs are based on market data obtained from independent sources. The carrying amounts of accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these instruments. The carrying value of the line of credit and term loans approximates fair value based on borrowing rates currently available to the Company for financing with similar terms and were determined to be Level 2. The Company’s convertible preferred stock warrants were measured using unobservable inputs that required a high level of judgment to determine fair value, and were thus classified as Level 3. Certain long lived assets including capitalized software development costs 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. To date, no material impairments have been recorded on those assets. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions and its cash levels exceed the Federal Deposit Insurance Corporation (FDIC) federally insured limits. For 2015, two clients each accounted for 12% of Gross Billings. For 2016, three clients accounted for 15%, 13% and 11%, respectively, of Gross Billings. For 2017, three clients accounted for 22%, 11% and 10%, respectively, of Gross Billings. As of December 31, 2016, three clients accounted for 27%, 13% and 12%, respectively, of consolidated accounts receivable. As of December 31, 2017, three clients accounted for 33%, 14% and 11%, respectively, of consolidated accounts receivable. As of December 31, 2016, one supplier accounted for 10% of consolidated accounts payable. As of December 31, 2017, one supplier accounted for 12% of consolidated accounts payable. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation The Company has entities operating in various countries. Each of these entities’ functional currency is the U.S. Dollar. Transactions in foreign currencies are translated into U.S. Dollars at the rates of exchange in effect at the date of the transaction. Net transaction losses were approximately $1.0 million, $1.2 million, and $3.9 million for the years ended December 31, 2015, 2016 and 2017, respectively, and are included in foreign currency exchange loss, net in the accompanying consolidated statements of operations. Commencing in 2015 the Company entered into forward contracts to hedge foreign currency exposures related primarily to the Company’s foreign currency denominated accounts receivable. The Company does not designate the foreign exchange forward contracts as hedges for accounting purposes and changes in the fair value of the foreign exchange forward contracts are recorded in foreign exchange loss, net in the accompanying consolidated statements of operations. As of December 31, 2016 and 2017, the Company had open forward contracts with aggregate notional amounts of $27.1 million and $58.4 million, respectively. The fair value of the open forward contracts was not material. The Company’s forward contracts generally have terms of 30-210 days. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts | The following table presents changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2015 2016 2017 Beginning balance $ 172 $ 686 $ 2,574 Add: bad debt expense 542 1,890 4,289 Less: write-offs, net of recoveries (28 ) (2 ) (4,606 ) Ending balance $ 686 $ 2,574 $ 2,257 |
Schedule of Useful lives of PPE | Depreciation is computed using the straight-line method based upon the following estimated useful lives: Years Computer equipment 2 Purchased software 5 Furniture, fixtures and office equipment 5 Leasehold improvements * * Leasehold improvements are amortized on a straight-line basis over the term of the lease, or the useful life of the assets, whichever is shorter. |
Net Income (Loss) Per Share A24
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of numerators and denominators of basic and diluted net income (loss) per share attributable to common stockholders | Year Ended December 31, 2015 2016 2017 Net income (loss) per share attributable to common stockholders—basic: Numerator: Net income $ 15,929 $ 20,482 $ 50,798 Less: Income attributable to convertible preferred stock (10,958 ) — — Add: Preferred stock modification 3,793 — — Less: Premium on repurchase of convertible preferred stock — (47,209 ) — Net income (loss) attributable to common stockholders $ 8,764 $ (26,727 ) $ 50,798 Denominator: Weighted-average shares outstanding 10,290 18,280 40,262 Net income (loss) per share attributable to common stockholders—basic $ 0.85 $ (1.46 ) $ 1.26 Net income (loss) per share attributable to common stockholders—diluted: Numerator: Net income (loss) attributable to common stockholders—basic $ 8,764 $ (26,727 ) $ 50,798 Add: Income attributable to dilutive convertible preferred stock 1,624 — — Less: Preferred stock modification (3,793 ) — — Net income (loss) attributable to common stockholders—diluted $ 6,595 $ (26,727 ) $ 50,798 Denominator: Weighted-average shares outstanding 10,290 18,280 40,262 Dilutive convertible preferred stock 2,790 — — Options to purchase common stock 3,699 3,415 Employee stock purchase plan shares — — 268 Restricted stock — — 111 Weighted-average shares outstanding—diluted 16,779 18,280 44,056 Net income (loss) per share attributable to common stockholders—diluted $ 0.39 $ (1.46 ) $ 1.15 |
Schedule of anti-dilutive shares excluded from the calculation of diluted earnings (loss) per share | The following table presents the anti-dilutive shares excluded from the calculation of diluted net income (loss) per share attributable to common stockholders (in thousands): Year Ended December 31, 2015 2016 2017 Anti-dilutive equity awards under stock-based award plans 248 6,069 1,246 Common shares issuable upon conversion of convertible preferred stock 19,320 — — Common shares issuable upon conversion of preferred stock warrants 547 — — Total shares excluded from net income (loss) per share attributable to common stockholders—diluted 20,115 6,069 1,246 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of major classes of property and equipment | Major classes of property and equipment were as follows (in thousands): As of December 31, 2016 2017 Computer equipment $ 2,542 $ 4,520 Purchased software 6,686 7,735 Furniture and fixtures 2,563 4,306 Construction in progress 2,319 102 Leasehold improvements 4,374 9,645 18,484 26,308 Less: Accumulated depreciation (3,705 ) (8,903 ) $ 14,779 $ 17,405 |
Capitalized Software Developm26
Capitalized Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Capitalized Software Development Costs | Capitalized software development costs, included in other assets, non-current, were as follows (in thousands): As of December 31, 2016 2017 Capitalized software development costs, gross $ 4,280 $ 6,133 Less: Accumulated amortization (1,520 ) (1,734 ) Capitalized software development costs, net $ 2,760 $ 4,399 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of changes in the fair value of preferred stock warrants | The changes in the fair value of preferred stock warrants are summarized below (in thousands): Year Ended December 31, 2015 2016 Beginning balance $ 966 $ 6,927 Change in value of preferred stock warrants recorded in other expense, net 5,961 9,458 Reclassification to convertible preferred stock upon net exercise of Series Seed warrant in February 2016 — (3,789 ) Conversion of preferred stock warrants to common stock warrants upon the closing of the Company’s IPO on September 26, 2016 — (12,596 ) Ending balance $ 6,927 $ — |
Schedule of assumptions utilized to determine the fair value of preferred stock warrants | The Company determined the fair value of the preferred stock warrants utilizing the Black-Scholes model with the following assumptions: Series Seed Series A-3 As of As of Dec 31, 2015 Sept 26, 2016 Dec 31, 2015 Sept 26, 2016 Contractual term (years) 5.7 4.9 7.2 6.5 Expected volatility 60.3 % 59.1 % 61.3 % 59.1 % Risk-free interest rate 1.84 % 1.12 % 2.09 % 1.34 % Estimated dividend yield — % — % — % — % |
Accounts Payable (Tables)
Accounts Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable | Accounts payable included the following (in thousands): As of December 31, 2016 2017 Accounts payable–media and data $ 307,018 $ 477,716 Accounts payable–other 14,145 12,661 Total $ 321,163 $ 490,377 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense by Operating Expense Category | Total stock-based compensation expense, by operating expense category, recorded in the consolidated statements of operations was as follows (in thousands): Year Ended December 31, 2015 2016 2017 Platform operations $ 71 $ 756 $ 2,674 Sales and marketing 127 1,707 6,261 Technology and development 85 1,513 6,661 General and administrative 91 1,080 5,721 Total $ 374 $ 5,056 $ 21,317 |
Summary of Stock Option Activity | The following summarizes stock option activity: Shares Under Option (in thousands) Weighted- Average Exercise Price Weighted-Average Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2016 (1) 5,429 $ 4.94 Granted 1,473 44.20 Exercised (1,932 ) 1.33 Cancelled (225 ) 18.49 Outstanding as of December 31, 2017 (2) 4,745 $ 17.96 7.4 $ 136,085 Exercisable as of December 31, 2017 2,242 $ 4.81 5.9 $ 91,829 (1) Includes options to purchase 389 and 5,040 shares of Class A and Class B common stock, respectively. (2) Includes options to purchase 1,780 and 2,965 shares of Class A and Class B common stock, respectively. |
Schedule of Weighted-Average Assumptions Used to Value Options Granted to Employees | The fair value of options on the date of grant is estimated based on the Black-Scholes option pricing model. The weighted average assumptions used to value options granted to employees for the periods presented were as follows: Year Ended December 31, 2015 2016 2017 Expected term (years) 6.0 6.0 6.0 Expected volatility 64.5 % 58.1 % 52.6 % Risk-free interest rate 1.62 % 1.62 % 2.03 % Estimated dividend yield — % — % — % |
Schedule of Nonvested Restricted Stock Activity | The following summarizes restricted stock activity: Shares (in thousands) Weighted- Average Grant Date Fair Value Per Share Unvested as of December 31, 2016 193 $ 29.65 Granted 307 43.76 Vested (54 ) 30.06 Forfeited (28 ) 29.97 Unvested as of December 31, 2017 418 $ 39.95 |
Schedule of Weighted-Average Assumptions Used to Estimate the Fair Value of ESPP Shares | The fair value of ESPP shares was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2016 2017 Expected term (years) 0.8 0.9 Expected volatility 48.9 % 45.9 % Risk-free interest rate 0.69 % 1.22 % Estimated dividend yield — % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Components of Income (Loss) Before Income Taxes | The following are the domestic and foreign components of the Company’s income (loss) before income taxes (in thousands): Year Ended December 31, 2015 2016 2017 Domestic $ 29,224 $ 45,904 $ 66,148 International 631 (2,070 ) (2,523 ) Income before income taxes $ 29,855 $ 43,834 $ 63,625 |
Components of Provision for (Benefit from) Income Taxes | The following are the components of the provision for (benefit from) income taxes (in thousands): Year Ended December 31, 2015 2016 2017 Current: Federal $ 11,123 $ 18,300 $ 9,944 State and local 2,325 5,595 3,906 Foreign 140 64 558 Total current provision 13,588 23,959 14,408 Deferred: Federal 197 (68 ) (172 ) State and local 141 (539 ) (1,382 ) Foreign — — (27 ) Total deferred (benefit) provision 338 (607 ) (1,581 ) Total provision for income taxes $ 13,926 $ 23,352 $ 12,827 |
Reconciliation of Statutory Tax Rate to Effective Tax Rate | A reconciliation of the statutory tax rate to the effective tax rate for the periods presented is as follows: Year Ended December 31, 2015 2016 2017 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal benefit 5.4 7.5 2.6 Foreign income at other than U.S. rates (0.3 ) 1.1 2.7 Stock-based compensation 0.4 3.8 (19.0 ) Meals and entertainment 0.2 0.3 0.4 Change in value of preferred stock warrant liabilities 7.0 7.6 — Research and development credit (1.0 ) (3.1 ) (2.8 ) Federal deferred tax asset revaluation — — 0.9 Other permanent items (0.1 ) 0.4 0.9 Change in valuation allowance — 0.7 (0.5 ) Effective income tax rate 46.6 % 53.3 % 20.2 % |
Tax Effects of Temporary Differences that Give Rise to a Significant Portion of Deferred Tax Assets and Deferred Tax 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 (in thousands): As of December 31, 2016 2017 Deferred tax assets (liabilities): Reserves and allowances $ 1,774 $ 1,804 Accrued expenses 2,651 1,810 Net operating losses 326 — Research and development tax credit 280 774 Stock-based compensation 126 1,722 Other 760 971 Prepaid expenses (484 ) (580 ) Property and equipment (2,254 ) (2,026 ) Capitalized software development costs (1,075 ) (1,116 ) Valuation allowance (326 ) — Total deferred tax assets, net $ 1,778 $ 3,359 |
Reconciliation of Beginning and Ending Amounts of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2015 $ — Increases related to current year tax positions 605 Increases related to prior year tax positions 402 Balance at December 31, 2016 1,007 Increases related to current year tax positions 1,971 Increases related to prior year tax positions 123 Balance at December 31, 2017 $ 3,101 |
Segment and Geographic Inform31
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Gross Billings, Based on Billing Address of Clients or Client Affiliates | Gross Billings, based on the billing address of the clients or client affiliates, were as follows (in thousands): Year Ended December 31, 2015 2016 2017 US $ 477,585 $ 868,877 $ 1,270,116 International 52,390 121,684 221,626 Total $ 529,975 $ 990,561 $ 1,491,742 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of minimum lease commitments under non-cancelable operating leases | As of December 31, 2017, the Company’s non-cancelable minimum lease commitments were as follows (in thousands): Year Amount 2018 $ 7,570 2019 7,724 2020 7,387 2021 6,309 2022 2,552 Thereafter 211 $ 31,753 |
Schedule of purchase obligations | As of December 31, 2017, the Company’s purchase obligations were as follows (in thousands): Year Amount 2018 $ 27,914 2019 8,871 2020 214 $ 36,999 |
Basis of Presentation and Sum33
Basis of Presentation and Summary of Significant Accounting Policies - Reverse Stock Split (Detail) | Sep. 02, 2016 |
Basis of Presentation and Summary of Significant Accounting Policies | |
Reverse stock split ratio | 0.3333 |
Basis of Presentation and Sum34
Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Requisite service period | 4 years |
Dividend yield | 0.00% |
Basis of Presentation and Sum35
Basis of Presentation and Summary of Significant Accounting Policies - Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||||
Effective corporate income tax rate | 35.00% | 35.00% | 35.00% | |
Estimate reduce value of deferred tax asset | $ (0.6) | |||
Scenario, Forecast | ||||
Basis of Presentation and Summary of Significant Accounting Policies | ||||
Effective corporate income tax rate | 21.00% |
Basis of Presentation and Sum36
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts receivable [Rollforward] | |||
Beginning balance | $ 2,574 | $ 686 | $ 172 |
Add: bad debt expense | 4,289 | 1,890 | 542 |
Less: write-offs, net of recoveries | (4,606) | (2) | (28) |
Ending balance | $ 2,257 | $ 2,574 | $ 686 |
Basis of Presentation and Sum37
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment, Net (Detail) | 12 Months Ended | |
Dec. 31, 2017 | ||
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 2 years | |
Purchased Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Furniture, fixtures and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 5 years | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | [1] | |
[1] | Leasehold improvements are amortized on a straight-line basis over the term of the lease, or the useful life of the assets, whichever is shorter. |
Basis of Presentation and Sum38
Basis of Presentation and Summary of Significant Accounting Policies - Capitalized Software Development Costs (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Software development cost, amortization period | 2 years |
Basis of Presentation and Sum39
Basis of Presentation and Summary of Significant Accounting Policies - Business Combinations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Cash paid for certain assets acquisition | $ 3,000 | $ 3,000 |
Basis of Presentation and Sum40
Basis of Presentation and Summary of Significant Accounting Policies - Concentration of Risk (Detail) | 12 Months Ended | ||
Dec. 31, 2017ClientSupplier | Dec. 31, 2016ClientSupplier | Dec. 31, 2015Client | |
Gross Billings | |||
Concentration Risk [Line Items] | |||
Number of client | 3 | 3 | 2 |
Gross Billings | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 15.00% | 12.00% |
Gross Billings | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 13.00% | 12.00% |
Gross Billings | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 11.00% | |
Consolidated Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of client | 3 | 3 | |
Consolidated Accounts Receivable | Customer One | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 33.00% | 27.00% | |
Consolidated Accounts Receivable | Customer Two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | 13.00% | |
Consolidated Accounts Receivable | Customer Three | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 12.00% | |
Trade Accounts Payables | Supplier Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 10.00% | |
Number of supplier | Supplier | 1 | 1 |
Basis of Presentation and Sum41
Basis of Presentation and Summary of Significant Accounting Policies - Foreign Currency Transactions and Translation (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Foreign Currency Translation [Line Items] | |||
Foreign currency exchange loss, net | $ (3,940,000) | $ (1,151,000) | $ (1,023,000) |
Minimum | |||
Foreign Currency Translation [Line Items] | |||
Forward contracts terms | 30 days | ||
Maximum | |||
Foreign Currency Translation [Line Items] | |||
Forward contracts terms | 210 days | ||
Forward Contracts | |||
Foreign Currency Translation [Line Items] | |||
Notional amounts of pen forward contracts | $ 58,400,000 | $ 27,100,000 |
Net Income (Loss) Per Share A42
Net Income (Loss) Per Share Attributable to Common Stockholders - Computation of Numerators and Denominators of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2016USD ($) | Dec. 31, 2017USD ($)Class$ / sharesshares | Dec. 31, 2016USD ($)Class$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2016Class | |
Earnings Per Share | |||||
Number of classes of common stock | Class | 2 | 2 | 2 | ||
Numerator: | |||||
Net income | $ 50,798 | $ 20,482 | $ 15,929 | ||
Less: Income attributable to convertible preferred stock | (10,958) | ||||
Add: Preferred stock modification | 3,793 | ||||
Repurchase of convertible preferred stock | $ (47,200) | (47,209) | |||
Net income (loss) attributable to common stockholders | $ 50,798 | $ (26,727) | $ 8,764 | ||
Denominator: | |||||
Weighted-average shares outstanding | shares | 40,262 | 18,280 | 10,290 | ||
Net income (loss) per share attributable to common stockholders—basic | $ / shares | $ 1.26 | $ (1.46) | $ 0.85 | ||
Numerator: | |||||
Net income (loss) attributable to common stockholders—basic | $ 50,798 | $ (26,727) | $ 8,764 | ||
Add: Income attributable to dilutive convertible preferred stock | 1,624 | ||||
Less: Preferred stock modification | (3,793) | ||||
Net income (loss) attributable to common stockholders—diluted | $ 50,798 | $ (26,727) | $ 6,595 | ||
Denominator: | |||||
Weighted-average shares outstanding | shares | 40,262 | 18,280 | 10,290 | ||
Dilutive convertible preferred stock | shares | 2,790 | ||||
Options to purchase common stock | shares | 3,415 | 3,699 | |||
Employee stock purchase plan shares | shares | 268 | ||||
Restricted stock | shares | 111 | ||||
Weighted-average shares outstanding—diluted | shares | 44,056 | 18,280 | 16,779 | ||
Net income (loss) per share attributable to common stockholders—diluted | $ / shares | $ 1.15 | $ (1.46) | $ 0.39 |
Net Income (Loss) Per Share A43
Net Income (Loss) Per Share Attributable to Common Stockholders - Anti-Dilutive Shares (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive shares excluded from calculation of diluted earnings (loss) per share: | |||
Total shares excluded from earnings (loss) per share - diluted | 1,246 | 6,069 | 20,115 |
Equity Awards | |||
Anti-dilutive shares excluded from calculation of diluted earnings (loss) per share: | |||
Total shares excluded from earnings (loss) per share - diluted | 1,246 | 6,069 | 248 |
Convertible Preferred Stock | |||
Anti-dilutive shares excluded from calculation of diluted earnings (loss) per share: | |||
Total shares excluded from earnings (loss) per share - diluted | 19,320 | ||
Convertible Preferred Stock Warrants | |||
Anti-dilutive shares excluded from calculation of diluted earnings (loss) per share: | |||
Total shares excluded from earnings (loss) per share - diluted | 547 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Classes of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 26,308 | $ 18,484 |
Less: Accumulated depreciation | (8,903) | (3,705) |
Property and equipment, Net | 17,405 | 14,779 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 4,520 | 2,542 |
Purchased Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 7,735 | 6,686 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 4,306 | 2,563 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 102 | 2,319 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 9,645 | $ 4,374 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 5,300 | $ 2,400 | $ 1,000 |
Property and equipment | 17,405 | 14,779 | |
Accumulated depreciation | 8,903 | 3,705 | |
Capitalized Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 400 | 400 | $ 400 |
Installment payment period | 4 years | ||
Property and equipment | $ 1,800 | 1,800 | |
Accumulated depreciation | $ 1,200 | $ 900 |
Capitalized Software Developm46
Capitalized Software Development Costs (Detail) - Capitalized Software Development - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capitalized Computer Software Net [Line Items] | ||
Capitalized software development costs, gross | $ 6,133 | $ 4,280 |
Less: Accumulated amortization | (1,734) | (1,520) |
Capitalized software development costs, net | $ 4,399 | $ 2,760 |
Capitalized Software Developm47
Capitalized Software Development Costs - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Capitalized Computer Software Net [Line Items] | |||
Software not yet placed into service, included in other assets, non-current | $ 10,587 | $ 4,636 | |
Capitalized Software Development | |||
Capitalized Computer Software Net [Line Items] | |||
Software development costs | 3,500 | 2,400 | $ 1,800 |
Amortization expenses | 1,900 | $ 1,400 | $ 900 |
Estimated amortization in 2018 | 1,900 | ||
Estimated amortization in 2019 | 800 | ||
Software not yet placed into service, included in other assets, non-current | $ 1,700 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Sep. 26, 2016USD ($)$ / sharesshares | Sep. 02, 2016 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Reverse stock split ratio | 0.3333 | |||
IPO | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
IPO price (in dollars per share) | $ / shares | $ 18 | |||
Class B common stock | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Stock issued in net exercise of warrants (in shares) | 448,545 | |||
Convertible Preferred Stock Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Outstanding warrants converted during the period (in shares) | 1,382,505 | |||
Aggregate fair value of warrants | $ | $ 12,600,000 | |||
Class B Common Stock Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrants issued in conversion (in shares) | 460,834 | |||
Stock issued in net exercise of warrants (in shares) | 448,545 | |||
Money Market Funds | Level 1 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Cash equivalents | $ | $ 5,000,000 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Value of Preferred Stock Warrants (Detail) - Convertible Preferred Stock Warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 6,927 | $ 966 |
Change in value of preferred stock warrants recorded in other expense, net | 9,458 | 5,961 |
Reclassification to convertible preferred stock upon net exercise of Series Seed warrant in February 2016 | (3,789) | |
Conversion of preferred stock warrants to common stock warrants upon the closing of the Company’s IPO on September 26, 2016 | $ (12,596) | |
Ending balance | $ 6,927 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions (Detail) | Sep. 26, 2016 | Dec. 31, 2015 |
Series Seed preferred stock warrants | ||
Fair Value of preferred stock warrants | ||
Contractual term (years) | 4 years 10 months 25 days | 5 years 8 months 12 days |
Expected volatility | 59.10% | 60.30% |
Risk-free interest rate | 1.12% | 1.84% |
Estimated dividend yield | 0.00% | 0.00% |
Series A-3 preferred stock warrants | ||
Fair Value of preferred stock warrants | ||
Contractual term (years) | 6 years 6 months | 7 years 2 months 12 days |
Expected volatility | 59.10% | 61.30% |
Risk-free interest rate | 1.34% | 2.09% |
Estimated dividend yield | 0.00% | 0.00% |
Accounts Payable (Detail)
Accounts Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable | ||
Accounts payable–media and data | $ 477,716 | $ 307,018 |
Accounts payable–other | 12,661 | 14,145 |
Total | $ 490,377 | $ 321,163 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | May 09, 2017 | Jan. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 |
Long-term debt: | |||||
Outstanding debt | $ 25,847,000 | $ 27,000,000 | |||
Repayment of outstanding principal and accrued interest | 65,000,000 | $ 15,000,000 | |||
Revolving credit facility | |||||
Long-term debt: | |||||
Credit facility, increase in aggregate principal amount of commitments available | $ 75,000,000 | ||||
Credit facility, borrowing capacity | 200,000,000 | ||||
Credit Facility additional borrowing amount | 100,000,000 | ||||
Credit facility available amount | $ 168,100,000 | ||||
Percentage of lesser of aggregate revolving commitments and borrowing base for excess availability of credit facility | 12.50% | ||||
Minimum consolidated fixed charge coverage ratio | 115.00% | ||||
Credit facility, maturity | May 9, 2022 | ||||
Outstanding debt | $ 27,000,000 | ||||
Weighted average interest rate | 3.60% | ||||
Revolving credit facility | Subsequent Event | |||||
Long-term debt: | |||||
Repayment of outstanding principal and accrued interest | $ 27,100,000 | ||||
Revolving credit facility | Minimum | |||||
Long-term debt: | |||||
Credit Facility, fee for undrawn amounts | 0.325% | ||||
Revolving credit facility | Maximum | |||||
Long-term debt: | |||||
Credit Facility, fee for undrawn amounts | 0.375% | ||||
Amount of excess availability under revolving credit facility required based on facility covenants | $ 15,000,000 | ||||
Revolving credit facility | Federal Funds Rate | |||||
Long-term debt: | |||||
Credit Facility, interest rate above base rate | 0.50% | ||||
Revolving credit facility | LIBOR | |||||
Long-term debt: | |||||
Credit Facility, interest rate above base rate | 2.00% | ||||
Revolving credit facility | LIBOR | Minimum | |||||
Long-term debt: | |||||
Credit Facility, interest rate above base rate | 2.00% | ||||
Revolving credit facility | LIBOR | Maximum | |||||
Long-term debt: | |||||
Credit Facility, interest rate above base rate | 2.50% | ||||
Revolving credit facility | Base Rate | Minimum | |||||
Long-term debt: | |||||
Credit Facility, interest rate above base rate | 1.00% | ||||
Revolving credit facility | Base Rate | Maximum | |||||
Long-term debt: | |||||
Credit Facility, interest rate above base rate | 1.50% | ||||
Swingline Borrowings | Revolving credit facility | |||||
Long-term debt: | |||||
Credit facility, borrowing capacity | $ 20,000,000 | ||||
Letter of Credit | Revolving credit facility | |||||
Long-term debt: | |||||
Credit facility, borrowing capacity | $ 15,000,000 | ||||
Prior Debt Facility | |||||
Long-term debt: | |||||
Liquidation fee upon completion of IPO | $ 800,000 |
Capitalization - Common and Pre
Capitalization - Common and Preferred Stock (Detail) | 1 Months Ended | 4 Months Ended | 12 Months Ended |
Sep. 30, 2016ClassVote | Dec. 31, 2016Class$ / sharesshares | Dec. 31, 2017Class$ / sharesshares | |
Class of Stock [Line Items] | |||
Number of classes of common stock | Class | 2 | 2 | 2 |
Conversion of convertible Class B common stock to Class A common stock | 4,200,000 | 21,800,000 | |
Common stock, authorized shares | 1,095,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | |
Preferred stock, authorized shares | 100,000,000 | 100,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Number of votes per share of common stock | Vote | 10 | ||
Ratio for conversion into Class A common stock | 1 | ||
Threshold percentage of aggregate outstanding common shares to trigger conversion | 10.00% | ||
Threshold percentage vote or written consent of holders to trigger conversion | 66.67% | ||
Common stock, authorized shares | 95,000,000 | 95,000,000 | |
Class A common stock | |||
Class of Stock [Line Items] | |||
Number of votes per share of common stock | Vote | 1 | ||
Common stock, authorized shares | 1,000,000,000 | 1,000,000,000 |
Capitalization - Initial Public
Capitalization - Initial Public Offering (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||
Net proceeds from the offering | $ 78,120 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Stock issued in net exercise of warrants (in shares) | 448,545 | |
Number of shares issued for automatic conversion of convertible preferred stock | 22,078,637 | |
Number of common stock shares issued for each share of convertible preferred stock | 0.3333 | |
IPO | ||
Class of Stock [Line Items] | ||
IPO price (in dollars per share) | $ 18 | |
Net proceeds from the offering | $ 78,100 | |
Underwriting commissions and discounts | 5,900 | |
Offering costs—IPO | 4,500 | |
Offering costs reclassified from other assets to additional paid-in capital | $ 4,500 | |
IPO | Class A common stock | ||
Class of Stock [Line Items] | ||
Number of shares issued and sold by the Company | 4,666,667 | |
Number of shares sold by selling shareholders | 700,000 | |
Convertible Preferred Stock Warrants | ||
Class of Stock [Line Items] | ||
Outstanding warrants converted during the period (in shares) | 1,382,505 | |
Class B Common Stock Warrants | ||
Class of Stock [Line Items] | ||
Warrants issued in conversion (in shares) | 460,834 | |
Stock issued in net exercise of warrants (in shares) | 448,545 |
Capitalization - Secondary Offe
Capitalization - Secondary Offering (Detail) - Class A common stock - Secondary Offering - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | |
Class of Stock [Line Items] | ||
Number of shares sold by selling shareholders net of option granted to underwriters | 4,846,600 | 7,281,789 |
Secondary offering price | $ 52 | $ 35.50 |
Additional shares sold under option granted to underwriters | 530,148 | 949,798 |
Offering costs incurred | $ 0.6 | $ 0.9 |
Capitalization - Convertible Pr
Capitalization - Convertible Preferred Stock Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2016 | Feb. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Convertible Preferred Stock | ||||||
Proceeds from issuance of shares | $ 60,000 | |||||
Proceeds from stock issuance used to repurchase other shares | $ 54,000 | 54,000 | ||||
Preferred stock repurchase price per share, as a percentage of the Series C offering price | 80.00% | |||||
Repurchase price of convertible preferred stock in excess of carrying value | $ 47,200 | $ 47,209 | ||||
Common Stock | ||||||
Convertible Preferred Stock | ||||||
Issuance of stock (in shares) | [1] | 7,000 | ||||
Stock issued in net exercise of warrants (in shares) | [1] | 449,000 | ||||
Share price (in dollars per share) | $ 12.51 | |||||
Number of common stock shares repurchased | 188,786 | 189,000 | [1] | |||
Additional Paid-In Capital | ||||||
Convertible Preferred Stock | ||||||
Repurchase price of convertible preferred stock in excess of carrying value | $ 1,200 | $ 1,168 | ||||
Retained Earnings (Accumulated Deficit) | ||||||
Convertible Preferred Stock | ||||||
Repurchase price of convertible preferred stock in excess of carrying value | $ 46,000 | 46,041 | ||||
Series Seed preferred stock warrants | ||||||
Convertible Preferred Stock | ||||||
Stock issued in net exercise of warrants (in shares) | 788,755 | |||||
Repurchase of stock that was issued in net exercise of warrants (in shares) | 614,052 | |||||
Warrants net exercised (in shares) | 808,135 | |||||
Series C convertible preferred stock | ||||||
Convertible Preferred Stock | ||||||
Issuance of stock (in shares) | 11,500,587 | |||||
Proceeds from issuance of shares | $ 60,000 | |||||
Share price (in dollars per share) | $ 5.22 | |||||
Series Seed convertible preferred stock | ||||||
Convertible Preferred Stock | ||||||
Number of preferred stock shares repurchased | 3,897,928 | |||||
Stock issued in net exercise of warrants (in shares) | 788,755 | |||||
Repurchase of stock that was issued in net exercise of warrants (in shares) | 614,052 | |||||
Series A convertible preferred stock | ||||||
Convertible Preferred Stock | ||||||
Number of preferred stock shares repurchased | 8,485,350 | |||||
Convertible Preferred Stock | ||||||
Convertible Preferred Stock | ||||||
Repurchase price including legal costs | $ 51,800 | |||||
Carrying value of stock at the date of repurchase | $ 4,600 | |||||
Repurchase price of convertible preferred stock in excess of carrying value | $ 4,623 | |||||
Class B common stock | ||||||
Convertible Preferred Stock | ||||||
Stock issued in net exercise of warrants (in shares) | 448,545 | |||||
Number of shares issued for automatic conversion of convertible preferred stock | 22,078,637 | |||||
Number of common stock shares issued for each share of convertible preferred stock | 0.3333 | |||||
[1] | See Note 9-Capitalization for discussion of the establishment of the Company’s two classes of common stock and the reclassification of its common stock into Class B common stock prior to the Company’s initial public offering (“IPO”) in September 2016. |
Capitalization - Modification o
Capitalization - Modification of Series B Preferred Stock (Detail) - Series B convertible preferred stock $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Convertible Preferred Stock | |
Adjustment to net income attributable to common stockholders due to modification | $ 3.8 |
Fair value adjustment | $ 3.8 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense by Operating Expense Category (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation expense, by operating expense category | |||
Stock-based compensation expense | $ 21,317 | $ 5,056 | $ 374 |
Platform operations | |||
Stock-based compensation expense, by operating expense category | |||
Stock-based compensation expense | 2,674 | 756 | 71 |
Sales and marketing | |||
Stock-based compensation expense, by operating expense category | |||
Stock-based compensation expense | 6,261 | 1,707 | 127 |
Technology and development | |||
Stock-based compensation expense, by operating expense category | |||
Stock-based compensation expense | 6,661 | 1,513 | 85 |
General and administrative | |||
Stock-based compensation expense, by operating expense category | |||
Stock-based compensation expense | $ 5,721 | $ 1,080 | $ 91 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Award Plans - Additional Information (Detail) - 2016 Incentive Award Plan shares in Millions | 12 Months Ended |
Dec. 31, 2017shares | |
Stock-Based Compensation | |
Shares remained available for grant | 3.5 |
Maximum annual increase in shares available for issuance, percentage of outstanding shares | 4.00% |
Stock incentive plans, vesting period | 4 years |
Stock incentive plans, expiration period | 10 years |
Restricted Stock | |
Stock-Based Compensation | |
Stock incentive plans, vesting period | 4 years |
Stock-Based Compensation - St60
Stock-Based Compensation - Stock Options (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Stock Options, additional disclosures | ||||||
Stock-based compensation expense | $ 21,317 | $ 5,056 | $ 374 | |||
Weighted average assumptions used to value options granted to employees | ||||||
Estimated dividend yield | 0.00% | |||||
Stock Options | ||||||
Shares Under Option | ||||||
Outstanding at the beginning of the period (in shares) | [1] | 5,429 | ||||
Granted (in shares) | 1,473 | |||||
Exercised (in shares) | (1,932) | |||||
Cancelled (in shares) | (225) | |||||
Outstanding at the end of the period (in shares) | 4,745 | [2] | 5,429 | [1] | ||
Exercisable as of December 31, 2017 | 2,242 | |||||
Weighted-Average Exercise Price | ||||||
Outstanding at the beginning of the period (in dollars per share) | [1] | $ 4.94 | ||||
Granted (in dollars per share) | 44.20 | |||||
Exercised (in dollars per share) | 1.33 | |||||
Cancelled (in dollars per share) | 18.49 | |||||
Outstanding at the end of the period (in dollars per share) | 17.96 | [2] | $ 4.94 | [1] | ||
Exercisable as of December 31, 2017 | $ 4.81 | |||||
Stock Options, additional disclosures | ||||||
Weighted-Average Contractual Life, outstanding | [2] | 7 years 4 months 24 days | ||||
Weighted-Average Contractual Life, exercisable | 5 years 10 months 24 days | |||||
Aggregate Intrinsic Value, Outstanding | [2] | $ 136,085 | ||||
Aggregate Intrinsic Value, Exercisable | 91,829 | |||||
Stock-based compensation expense | 7,900 | $ 1,700 | $ 400 | |||
Unrecognized employee stock-based compensation | $ 36,700 | |||||
Unrecognized employee stock-based compensation, recognition period | 2 years 9 months 18 days | |||||
Weighted average assumptions used to value options granted to employees | ||||||
Expected term (years) | 6 years | 6 years | 6 years | |||
Volatility (as a percent) | 52.60% | 58.10% | 64.50% | |||
Risk-free interest rate (as a percent) | 2.03% | 1.62% | 1.62% | |||
Estimated dividend yield | 0.00% | 0.00% | 0.00% | |||
Weighted average grant date fair value per share | $ 22.48 | $ 11.61 | $ 1.12 | |||
Total intrinsic value of options exercised | $ 84,800 | $ 13,700 | $ 1,900 | |||
[1] | Includes options to purchase 389 and 5,040 shares of Class A and Class B common stock, respectively. | |||||
[2] | Includes options to purchase 1,780 and 2,965 shares of Class A and Class B common stock, respectively. |
Stock-Based Compensation - St61
Stock-Based Compensation - Stock Options (Parenthetical) (Detail) - shares shares in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Class A common stock | ||
Stock-Based Compensation | ||
Options to purchase stock | 1,780 | 389 |
Class B common stock | ||
Stock-Based Compensation | ||
Options to purchase stock | 2,965 | 5,040 |
Stock-Based Compensation - St62
Stock-Based Compensation - Stock Options - Additional Information (Detail) | Jan. 01, 2018shares |
2016 Incentive Award Plan | Subsequent Event | |
Stock-Based Compensation | |
Number of additional shares authorized for grant | 1,700 |
Stock-Based Compensation - Sc63
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Activity (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Unvested, Shares, beginning balance | shares | 193 |
Granted, Shares | shares | 307 |
Vested, Shares | shares | (54) |
Forfeited, Shares | shares | (28) |
Unvested, Shares, ending balance | shares | 418 |
Unvested, Weighted-Average Grant Date Fair Value Per Share, beginning balance | $ / shares | $ 29.65 |
Granted, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 43.76 |
Vested, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 30.06 |
Forfeited, Weighted-Average Grant Date Fair Value Per Share | $ / shares | 29.97 |
Unvested, Weighted-Average Grant Date Fair Value Per Share, ending balance | $ / shares | $ 39.95 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock and Restricted Stock Units - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-Based Compensation | |||
Stock-based compensation expense | $ 21,317 | $ 5,056 | $ 374 |
Restricted Stock and Restricted Stock Units | |||
Stock-Based Compensation | |||
Stock-based compensation expense | 2,700 | $ 100 | |
Unrecognized employee stock-based compensation | $ 15,600 | ||
Weighted-average recognition period employee stock based compensation | 3 years 4 months 24 days |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | |
Weighted-average assumptions used to estimate the fair value of ESPP shares | ||||
Estimated dividend yield | 0.00% | |||
Stock-based compensation expense | $ 21,317 | $ 5,056 | $ 374 | |
ESPP | ||||
Stock-Based Compensation | ||||
Shares remained available for grant | 500 | |||
Maximum annual increase in shares available for grant (in shares) | 800,000 | |||
Maximum employee payroll deduction (as a percent) | 100.00% | |||
Maximum offering period | 2 years | |||
Period between purchases | 6 months | |||
Price of ESPP shares as percentage of market price | 85.00% | |||
Weighted-average assumptions used to estimate the fair value of ESPP shares | ||||
Expected term (years) | 10 months 24 days | 9 months 18 days | ||
Volatility (as a percent) | 45.90% | 48.90% | ||
Risk-free interest rate (as a percent) | 1.22% | 0.69% | ||
Estimated dividend yield | 0.00% | 0.00% | ||
Holding period for purchases after the first offering period | 6 months | |||
Holding period for purchases during the first offering period | 12 months | |||
Stock-based compensation expense | $ 10,700 | $ 3,300 | ||
Unrecognized employee stock-based compensation | $ 6,600 | |||
Unrecognized employee stock-based compensation, recognition period | 8 months 12 days | |||
ESPP | First Offering Period | ||||
Weighted-average assumptions used to estimate the fair value of ESPP shares | ||||
Stock-based compensation expense | $ 10,100 | $ 3,300 | ||
ESPP | Common Stock | ||||
Stock-Based Compensation | ||||
Maximum annual increase in shares available for issuance, percentage of outstanding shares | 1.00% | |||
ESPP | Class A common stock | ||||
Stock-Based Compensation | ||||
Stock available for issuance (in shares) | 800,000 |
Stock-Based Compensation - ES66
Stock-Based Compensation - ESPP - Additional Information (Detail) | Jan. 01, 2018shares |
ESPP | Subsequent Event | |
Stock-Based Compensation | |
Number of additional shares authorized for grant | 400 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income before income taxes | $ 63,625 | $ 43,834 | $ 29,855 |
UNITED STATES | |||
Income before income taxes | 66,148 | 45,904 | 29,224 |
International | |||
Income before income taxes | $ (2,523) | $ (2,070) | $ 631 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 9,944 | $ 18,300 | $ 11,123 |
State and local | 3,906 | 5,595 | 2,325 |
Foreign | 558 | 64 | 140 |
Total current provision | 14,408 | 23,959 | 13,588 |
Deferred: | |||
Federal | (172) | (68) | 197 |
State and local | (1,382) | (539) | 141 |
Foreign | (27) | ||
Total deferred (benefit) provision | (1,581) | (607) | 338 |
Total provision for income taxes | $ 12,827 | $ 23,352 | $ 13,926 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal benefit | 2.60% | 7.50% | 5.40% |
Foreign income at other than U.S. rates | 2.70% | 1.10% | (0.30%) |
Stock-based compensation | (19.00%) | 3.80% | 0.40% |
Meals and entertainment | 0.40% | 0.30% | 0.20% |
Change in value of preferred stock warrant liabilities | 7.60% | 7.00% | |
Research and development credit | (2.80%) | (3.10%) | (1.00%) |
Federal deferred tax asset revaluation | 0.90% | ||
Other permanent items | 0.90% | 0.40% | (0.10%) |
Change in valuation allowance | (0.50%) | 0.70% | |
Effective income tax rate | 20.20% | 53.30% | 46.60% |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences that Give Rise to Significant Portion of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Reserves and allowances | $ 1,804 | $ 1,774 |
Accrued expenses | 1,810 | 2,651 |
Net operating losses | 326 | |
Research and development tax credit | 774 | 280 |
Stock-based compensation | 1,722 | 126 |
Other | 971 | 760 |
Prepaid expenses | (580) | (484) |
Property and equipment | (2,026) | (2,254) |
Capitalized software development costs | (1,116) | (1,075) |
Valuation allowance | (326) | |
Total deferred tax assets, net | $ 3,359 | $ 1,778 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation allowance | $ 326 | ||
Period of cumulative pre-tax income | 3 years | ||
Research and development tax credits | $ 774 | 280 | |
Cash paid for income taxes | 19,163 | 16,740 | $ 12,931 |
Gross unrecognized tax benefits | 3,101 | 1,007 | |
Other Liabilities, Non current | |||
Gross unrecognized tax benefits | 3,100 | 1,000 | |
UNITED KINGDOM | |||
Valuation allowance | 300 | $ 300 | |
Research and development tax credits | 1,300 | ||
International | |||
Unremitted earnings of subsidiaries, foreign | 4,800 | ||
Cash paid for income taxes | $ 0 |
Income Taxes - Reconciliation72
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 1,007 | |
Increases related to current year tax positions | 1,971 | $ 605 |
Increases related to prior year tax positions | 123 | 402 |
Ending balance | $ 3,101 | $ 1,007 |
Segment and Geographical Inform
Segment and Geographical Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Gross Billings, Based on Billin
Gross Billings, Based on Billing Address of Clients or Client Affiliates (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Gross Billings | $ 1,491,742 | $ 990,561 | $ 529,975 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Gross Billings | 1,270,116 | 868,877 | 477,585 |
International | |||
Segment Reporting Information [Line Items] | |||
Gross Billings | $ 221,626 | $ 121,684 | $ 52,390 |
Segment Reporting and Geographi
Segment Reporting and Geographic Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 17,405 | $ 14,779 |
International | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 3,600 | $ 2,500 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Lease Commitments under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Non-cancelable minimum lease commitments | |
2,018 | $ 7,570 |
2,019 | 7,724 |
2,020 | 7,387 |
2,021 | 6,309 |
2,022 | 2,552 |
Thereafter | 211 |
Total | $ 31,753 |
Commitments and Contingencies77
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies | |||
Rent expense | $ 8,200,000 | $ 4,800,000 | $ 2,200,000 |
Indemnifications | |||
Commitments and Contingencies | |||
Recorded obligation | $ 0 | $ 0 |
Commitments and Contingencies78
Commitments and Contingencies - Schedule of Purchase Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Purchase obligations | |
2,018 | $ 27,914 |
2,019 | 8,871 |
2,020 | 214 |
Total | $ 36,999 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Millions | 5 Months Ended |
May 31, 2015USD ($) | |
Falk Technolgies GmbH [Member] | |
Schedule of Other Related Party Transactions [Line Items] | |
Related party transaction, amounts processed as spend through platform with Falk Technologies GmbH | $ 0.2 |