Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 21, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | RUBICON PROJECT, INC. | ||
Entity Central Index Key | 1,595,974 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q4 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 51,734,264 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 138,653,552 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 80,452 | $ 76,642 |
Marketable securities | 7,524 | 52,504 |
Accounts receivable, net | 205,683 | 165,890 |
Prepaid expenses and other current assets | 6,882 | 9,620 |
TOTAL CURRENT ASSETS | 300,541 | 304,656 |
Property and equipment, net | 33,487 | 47,393 |
Internal use software development costs, net | 14,570 | 12,734 |
Other assets, non-current | 1,240 | 5,493 |
Intangible assets, net | 10,174 | 13,359 |
TOTAL ASSETS | 360,012 | 383,635 |
Current liabilities: | ||
Accounts payable and accrued expenses | 239,678 | 214,103 |
Other current liabilities | 1,304 | 3,141 |
TOTAL CURRENT LIABILITIES | 240,982 | 217,244 |
Other liabilities, non-current | 1,017 | 1,780 |
TOTAL LIABILITIES | 241,999 | 219,024 |
Commitments and contingencies (Note 16) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.00001 par value, 10,000 shares authorized at December 31, 2018 and 2017; 0 shares issued and outstanding at December 31, 2018 and 2017 | 0 | 0 |
Common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2018 and 2017; 51,159 and 50,239 shares issued and outstanding at December 31, 2018 and 2017, respectively | 1 | 0 |
Additional paid-in capital | 433,877 | 418,354 |
Accumulated other comprehensive loss | (259) | 41 |
Accumulated deficit | (315,606) | (253,784) |
TOTAL STOCKHOLDERS' EQUITY | 118,013 | 164,611 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 360,012 | $ 383,635 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par or stated value per share (usd per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 51,159,000 | 50,239,000 |
Common stock, shares, outstanding | 51,159,000 | 50,239,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 124,685 | $ 155,545 |
Expenses: | ||
Cost of revenue | 60,003 | 56,836 |
Sales and marketing | 44,556 | 51,794 |
Technology and development | 37,863 | 47,500 |
General and administrative | 42,431 | 55,596 |
Restructuring and other exit costs | 3,440 | 5,959 |
Impairment of intangible assets and internal use software | 0 | 4,585 |
Impairment of goodwill | 0 | 90,251 |
Total expenses | 188,293 | 312,521 |
Loss from operations | (63,608) | (156,976) |
Other (income) expense: | ||
Interest income, net | (988) | (908) |
Other income | (766) | (688) |
Foreign exchange (gain) loss, net | (389) | 1,165 |
Total other income, net | (2,143) | (431) |
Loss before income taxes | (61,465) | (156,545) |
Provision (benefit) for income taxes | 357 | (1,762) |
Net loss | $ (61,822) | $ (154,783) |
Net loss per share: | ||
Basic and Diluted (usd per share) | $ (1.23) | $ (3.17) |
Weighted average shares used to compute net loss per share: | ||
Basic and Diluted (in shares) | 50,259 | 48,869 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (61,822) | $ (154,783) |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on investments | 27 | (28) |
Foreign currency translation adjustments | (327) | 342 |
Other comprehensive income (loss) | (300) | 314 |
Comprehensive loss | $ (62,122) | $ (154,469) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2016 | 49,378,000 | ||||
Beginning Balance at Dec. 31, 2016 | $ 299,513 | $ 0 | $ 398,787 | $ (273) | $ (99,001) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 106,000 | ||||
Exercise of common stock options | 394 | 394 | |||
Restricted stock awards, net (in shares) | (189,000) | ||||
Restricted stock awards, net | 0 | $ 0 | |||
Issuance of common stock related to employee stock purchase plan (in shares) | 200,000 | ||||
Issuance of common stock related to employee stock purchase plan | 629 | 629 | |||
Issuance of common stock related to RSU vesting (in shares) | 1,273,000 | ||||
Issuance of common stock related to RSU vesting | 0 | $ 0 | |||
Shares withheld related to net share settlement (in shares) | (529,000) | ||||
Shares withheld related to net share settlement | (2,403) | (2,403) | |||
Stock-based compensation | 20,947 | 20,947 | |||
Other comprehensive loss | 314 | 314 | |||
Net loss | $ (154,783) | (154,783) | |||
Ending Balance (in shares) at Dec. 31, 2017 | 50,239,000 | 50,239,000 | |||
Ending Balance at Dec. 31, 2017 | $ 164,611 | $ 0 | 418,354 | 41 | (253,784) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 50,000 | ||||
Exercise of common stock options | 45 | 45 | |||
Restricted stock awards, net (in shares) | (156,000) | ||||
Restricted stock awards, net | 0 | $ 0 | |||
Issuance of common stock related to employee stock purchase plan (in shares) | 174,000 | ||||
Issuance of common stock related to employee stock purchase plan | 314 | 314 | |||
Issuance of common stock related to RSU vesting (in shares) | 1,367,000 | ||||
Issuance of common stock related to RSU vesting | 1 | $ 1 | |||
Shares withheld related to net share settlement (in shares) | (515,000) | ||||
Shares withheld related to net share settlement | (1,638) | (1,638) | |||
Stock-based compensation | 16,802 | 16,802 | |||
Other comprehensive loss | (300) | (300) | |||
Net loss | $ (61,822) | (61,822) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 51,159,000 | 51,159,000 | |||
Ending Balance at Dec. 31, 2018 | $ 118,013 | $ 1 | $ 433,877 | $ (259) | $ (315,606) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (61,822,000) | $ (154,783,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 35,338,000 | 36,225,000 |
Stock-based compensation | 16,282,000 | 20,504,000 |
Impairment of intangible assets and internal use software | 0 | 4,585,000 |
Impairment of goodwill | 0 | 90,251,000 |
Loss on disposal of property and equipment | 243,000 | 195,000 |
Provision for doubtful accounts | 758,000 | 580,000 |
Accretion of available for sale securities | (412,000) | (276,000) |
Unrealized foreign currency gains, net | (897,000) | 970,000 |
Deferred income taxes | (42,000) | (1,564,000) |
Changes in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable | (40,688,000) | 26,051,000 |
Prepaid expenses and other assets | 4,519,000 | (224,000) |
Accounts payable and accrued expenses | 26,612,000 | (502,000) |
Other liabilities | (2,577,000) | (477,000) |
Net cash provided by (used in) operating activities | (22,686,000) | 21,535,000 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (11,433,000) | (32,438,000) |
Capitalized internal use software development costs | (8,507,000) | (7,988,000) |
Acquisitions, net of cash acquired | 0 | (38,610,000) |
Investments in available-for-sale securities | (23,991,000) | (95,224,000) |
Maturities of available-for-sale securities | 62,650,000 | 81,050,000 |
Sales of available-for-sale securities | 9,228,000 | 0 |
Net cash provided by (used in) investing activities | 27,947,000 | (93,210,000) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 45,000 | 394,000 |
Proceeds from issuance of common stock under employee stock purchase plan | 314,000 | 629,000 |
Taxes paid related to net share settlement | (1,638,000) | (2,403,000) |
Net cash used in financing activities | (1,279,000) | (1,380,000) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (172,000) | 199,000 |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3,810,000 | (72,856,000) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period | 76,642,000 | 149,498,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period | 80,452,000 | 76,642,000 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 379,000 | 382,000 |
Cash paid for interest | 46,000 | 61,000 |
Capitalized assets financed by accounts payable and accrued expenses | 6,000 | 109,000 |
Capitalized stock-based compensation | $ 520,000 | $ 443,000 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Company Overview The Rubicon Project, Inc., or Rubicon Project (the "Company"), was formed on April 20, 2007 in Delaware and began operations in April 2007. The Company is headquartered in Los Angeles, California. The Company provides a technology solution to automate the purchase and sale of digital advertising inventory for buyers and sellers. The Company's platform features applications and services for digital advertising sellers, including websites, mobile applications and other digital media properties, and their representatives, to sell their digital advertising inventory; applications and services for buyers, including advertisers, agencies, agency trading desks, and demand side platforms, or DSPs, to buy digital advertising inventory; and a marketplace over which such transactions are executed. Together, these features power and enhance a comprehensive, transparent, independent advertising marketplace that brings buyers and sellers together and facilitates intelligent decision making and automated transaction execution for the digital advertising inventory managed on the Company's platform. The Company's clients include many of the world's leading publishers of websites and mobile applications and buyers of digital advertising inventory. Advertising inventory takes different forms, referred to as advertising units, is purchased and sold through different transactional methodologies, and allows advertising content to be presented to consumers through different channels. The Company's solution enables buyers and sellers to purchase and sell: • a comprehensive range of advertising units, including display, audio and video; • that are transacted through real-time bidding ("RTB"), which includes (i) direct sale of premium inventory, which the Company refers to as private marketplace ("PMP"), and (ii) open auction bidding, which the Company refers to as open marketplace ("OMP"); and • that are displayed across digital channels, including mobile web, mobile application, and desktop, as well as across various out-of-home channels, such as digital billboards. Risks and Uncertainties |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table presents the basic and diluted net loss per share: Year Ended December 31, 2018 December 31, 2017 (in thousands, except per share data) Basic and Diluted EPS: Net loss $ (61,822 ) $ (154,783 ) Weighted-average common shares outstanding 50,602 49,720 Weighted-average unvested restricted shares (343 ) (851 ) Weighted-average common shares outstanding used to compute net loss per share 50,259 48,869 Basic and diluted net loss per share $ (1.23 ) $ (3.17 ) The following weighted-average shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: Year Ended December 31, 2018 December 31, 2017 (in thousands) Options to purchase common stock 128 120 Unvested restricted stock awards 218 297 Unvested restricted stock units 2,029 556 ESPP 55 50 Total shares excluded from net loss per share 2,430 1,023 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the operations of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Segments Management has determined that the Company operates as one segment. The Company’s chief operating decision maker reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates. On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (ii) accounts receivable and allowances for doubtful accounts, (iii) the useful lives of intangible assets and property and equipment, (iv) valuation of long-lived assets and their recoverability, including goodwill, (v) the realization of tax assets and estimates of tax liabilities, (vi) assumptions used in valuation models to determine the fair value of stock-based awards, (vii) fair value of financial instruments, (viii) the recognition and disclosure of contingent liabilities, and (ix) the assumptions used in valuing acquired assets and assumed liabilities in business combinations. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Estimates relating to the valuation of stock and business combinations, as well as the recoverability of long-lived assets and goodwill, require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ materially from those estimates under different assumptions or circumstances. Revenue Recognition The Company generates revenue from transactions where it provides a platform for the purchase and sale of digital advertising inventory between buyers and sellers of advertising inventory. Digital advertising inventory is created when consumers access sellers’ content. Sellers provide digital advertising inventory to our platform in the form of advertising requests, or ad requests. When the Company receives ad requests from sellers, it sends bid requests to buyers, which enable buyers to bid on sellers’ digital advertising inventory. Winning bids can create advertising, or paid impressions, for the seller to present to the consumer. The total volume of spending between buyers and sellers on the Company's platform is referred to as advertising spend. The Company keeps a percentage of that advertising spend as a fee, and remits the remainder to the seller. The fee that the Company retains from the gross advertising spend on its platform is recognized as revenue. The fee earned on each transaction is based on the pre-existing agreement with the seller and the clearing price of the winning bid. The Company recognizes revenue upon fulfillment of its performance obligation to a client, which occurs at the point in time an ad renders and is counted as a paid impression, subject to a contract existing with the client and a fixed or determinable transaction price. Performance obligations for all transactions are satisfied, and the corresponding revenue is recognized, at a distinct point in time; the Company has no arrangements with multiple performance obligations. The Company considers the following when determining if a contract exists (i) contract approval by all parties, (ii) identification of each party’s rights regarding the goods or services to be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all of the consideration is probable. The Company evaluates whether it acts as the principal in the purchase and sale of digital advertising inventory to determine whether revenue should be reported on a gross or net basis. The Company has determined that it does not act as the principal in the purchase and sale of digital advertising inventory because it does not have control of the digital advertising inventory and does not set prices agreed upon within the auction marketplace, and therefore reports revenue on a net basis. In periods prior to the second quarter of 2017, the Company reported revenue on a gross basis for revenue associated with its intent marketing solution, as the Company determined that it acted as the principal in the purchase and sale of digital advertising inventory. The Company ceased offering its intent marketing solution after the first quarter of 2017, after which time, all of the Company’s revenues have been recorded on a net basis. See Note 4 for additional disclosure of our revenue policies and disaggregated presentation of our revenues. Expenses The Company classifies its expenses into the following seven categories: Cost of Revenue. The Company's cost of revenue consists of data center costs, bandwidth costs, depreciation and maintenance expense of hardware supporting the Company's revenue-producing platform, amortization of software costs for the development of the Company's revenue-producing platform, amortization expense associated with acquired developed technologies, personnel costs, and facilities-related costs. For intent marketing transactions conducted in the first quarter of 2017 in which the Company was the principal and reported revenues on a gross basis, cost of revenue also included amounts the Company paid to sellers for their inventory. Personnel costs included in cost of revenue include salaries, bonuses, stock-based compensation, and employee benefit costs, and are primarily attributable to personnel in the Company's network operations group who support the Company's platform. The Company capitalizes costs associated with software that is developed or obtained for internal use and amortizes the costs associated with its revenue-producing platform in cost of revenue over their estimated useful lives. The Company amortizes acquired developed technologies over their estimated useful lives. Sales and Marketing. The Company's sales and marketing expenses consist primarily of personnel costs, including stock- based compensation and sales bonuses paid to the Company's sales organization, marketing expenses such as brand marketing, travel expenses, trade shows and marketing materials, professional services, and amortization expense associated with client relationships and backlog from the Company's business acquisitions and, to a lesser extent, facilities-related costs and depreciation and amortization. The Company's sales organization focuses on increasing the adoption of the Company's solution by existing and new buyers and sellers. The Company amortizes acquired intangibles associated with client relationships and backlog from its business acquisitions over their estimated useful lives. Technology and Development. The Company's technology and development expenses consist primarily of personnel costs, including stock-based compensation and bonuses, and professional services associated with the ongoing development and maintenance of the Company's solution and, to a lesser extent, facilities-related costs and depreciation and amortization, including amortization expense associated with acquired intangible assets from the Company's business acquisitions that are related to technology and development functions. These expenses include costs incurred in the development, implementation and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs, net on the Company's consolidated balance sheet. The Company amortizes internal use software development costs that relate to its revenue-producing activities on the Company's platform to cost of revenue and amortizes other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. The Company amortizes acquired intangibles associated with technology and development functions from its business acquisitions over their estimated useful lives. General and Administrative. The Company's general and administrative expenses consist primarily of personnel costs, including stock-based compensation and bonuses, associated with the Company's executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs and depreciation, and other corporate-related expenses. General and administrative expenses also include amortization of internal use software development costs and acquired intangible assets from the Company's business acquisitions over their estimated useful lives that relate to general and administrative functions and changes in fair value associated with the liability-classified contingent consideration related to acquisitions. Restructuring and Other Exit Costs. The Company's restructuring and other exit costs are cash and non-cash charges consisting primarily of employee termination costs, facility closure and relocation costs, and contract termination costs. Impairment of Intangible Assets and Internal Use Software. The Company's impairment charges are non-cash charges related to its intangible assets. Intangible assets are reviewed for impairment indicators at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Refer to the "Intangible Assets" policy within this footnote for additional information regarding the determination of impairment charges related to intangible assets. Impairment of Goodwill. The Company's goodwill impairment charges are non-cash charges related to its goodwill asset. Goodwill is tested annually for impairment during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Refer to the "Goodwill" policy within this footnote for additional information regarding the determination of goodwill impairment charges. Stock-Based Compensation Compensation expense related to stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted restricted stock awards, restricted stock units, and stock option awards that vest based solely on continued service, or service conditions, to employees and non-employees. The fair value of each share-based award containing service conditions is based on the Company's grant date common share price for restricted stock awards and restricted stock units and is estimated using the Black-Scholes option-pricing model for stock option awards. For service condition awards, stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, or the vesting period, which is generally four years. As of July 1, 2018, the Company prospectively adopted ASU 2018-07— Stock Compensation (Topic 718) ("ASU 2018-07"), which updated the treatment of non-employee share-based awards to conform with the existing guidance under Accounting Standards Codification Topic 718, Compensation— Stock Compensation that was already applicable to share-based awards granted to employees. Prior to this adoption, the Company remeasured the fair value of each non-employee stock-based award each period until a commitment date was reached, which was generally the vesting date. As of the adoption date, the fair value of existing unvested awards held by non-employees was determined based on the adoption date fair value, which will be recognized over the remaining service period. For employees that transition into a non-employee contractor relationship with the Company subsequent to the adoption date their existing awards will continue to be recognized at the original grant date fair value. There was no impact to the Company's consolidated financial statements resulting from the adoption of ASU 2018-07. The assumptions and estimates used in the Black-Scholes pricing model are as follows: Fair Value of Common Stock. The fair value of common stock is based on the closing price of the Company's common stock as reported on the New York Stock Exchange, or the NYSE, on the date of grant. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the term of stock option awards. Expected Term. For employee options that contain service conditions, the Company applies the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. The expected term of employee stock options that contain performance conditions represents the weighted-average period that the stock options are estimated to remain outstanding. Volatility. Because the Company does not have significant trading history for the Company’s common stock, the Company determines the price volatility based on the historical volatilities of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the stock option grants. Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future, so the Company used an expected dividend yield of zero . Determining the fair value of stock-based awards using a pricing model requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions such as the expected term of the award, the expected volatility of the price 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 valuation model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any tax benefit attributable to stock-based awards for the years ended December 31, 2018 and 2017 . 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 statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. The Company has established a full valuation allowance to offset its domestic net deferred tax assets due to the uncertainty of realizing future tax benefits from the net operating loss carryforwards and other deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision (benefit) in the consolidated statements of operations. The Tax Cuts and Jobs Act (“the Tax Act”) was enacted in December 2017. The Tax Act significantly changes U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduces the U.S. corporate income tax rate from 34% to 21%, effective January 1, 2018. The Company recognized the impact of the revaluation of deferred tax balances and the provisional impact related to the one-time transition tax in its consolidated financial statements for the year ended December 31, 2017. The Company completed its analysis of the impact of U.S. tax reform during 2018 in accordance with the SAB 118 measurement period and there were no changes to the amounts recorded. Capital Stock The Company has authorized capital stock of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. The Company has issued common stock, which is included in outstanding common stock on the Company's Consolidated Balance Sheets. The Company has not issued any shares of its preferred stock subsequent to the Company's IPO and does not have any preferred stock outstanding. The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient to effect any of the Company's contingent consideration liabilities and the conversion of all shares granted and available for grant under the Company’s stock award plans. The number of shares of the Company's stock reserved for these purposes at December 31, 2018 was 18,094,154 . The board of directors is authorized to establish, from time to time, the number of shares to be included in each series of preferred stock, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each series of preferred stock, and any of its qualifications, limitations or restrictions. Net Income (Loss) Per Share Attributable to Common Stockholders Basic net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding. Diluted income (loss) per share attributable to common stockholders adjusts the basic weighted-average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, restricted stock awards, restricted stock units, potential shares issued under the Company's Employee Stock Purchase Plan ("ESPP"), shares held in escrow and potential shares issuable as part of contingent consideration as a result of business combinations. For purposes of this calculation, potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share if their effect is anti-dilutive. Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income (loss), unrealized gains (losses) on investments and foreign currency translation adjustments. Cash, Cash Equivalents, and Marketable Securities The Company invests excess cash primarily in money market funds, corporate debt securities, and highly liquid debt instruments of the U.S. government and its agencies. The Company classifies investments held in money market funds as cash equivalents because the money market funds have weighted-average maturities at the date of purchase of less than 90 days. Investments held in U.S. government and agency bonds and corporate debt securities with stated maturities of less than one year are classified as short-term investments included in marketable securities and prepaid expenses and other current assets. Investments held in U.S. government and agency bonds and corporate debt securities with stated maturities of over a year are classified as long-term investments included in other assets, non-current on the Company’s consolidated balance sheets, as the Company does not expect to redeem or sell these securities within one year from the balance sheet date. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies and accounts for the Company’s marketable securities as available-for-sale, and as a result carries the securities at fair value and reports the unrealized gains and losses in the consolidated statements of comprehensive income (loss) and as a component of stockholders’ equity. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method, and the Company records such gains and losses as a component of other income, net on the Company’s consolidated statements of operations. Restricted Cash The Company classifies certain restricted cash balances within prepaid expenses and other current assets on the consolidated balance sheets based upon the term of the remaining restrictions. At December 31, 2018 and 2017 the Company had no restricted cash. Accounts Receivable Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current 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 Company’s allowance for doubtful accounts was approximately $1.3 million and $0.5 million at December 31, 2018 and 2017 , respectively. During the years ended December 31, 2018 and 2017 , the Company wrote-off $0.6 million and $0.7 million , respectively, of accounts receivable. Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful life or life of lease Computer equipment under capital leases Shorter of useful life or life of lease Repair and maintenance costs are charged to expense as incurred, while renewals and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations. Internal Use Software Development Costs The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the results of operations. Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal use when the planning stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. Internal use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. The Company does not transfer ownership of its software, or lease its software, to third parties. Intangible Assets Intangible assets primarily consist of acquired developed technology, client relationships, and non-compete agreements resulting from business combinations, which are recorded at acquisition-date fair value, less accumulated amortization. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. The Company’s intangible assets are being amortized over their estimated useful lives as follows: Years Developed technology 3 to 5 Client relationships 2.5 to 3 Non-compete agreements 2 to 3 Other intangible assets 1 to 1.5 Intangible assets are reviewed for impairment indicators at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For intangible assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and estimated fair value. Impairment of Long-Lived Assets including Internal Use Capitalized Software Costs The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-business combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, expenses and taxes. The carrying value of acquired working capital assets and liabilities approximates its fair value, given the short-term nature of these assets and liabilities. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to impairment testing conducted annually during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company adopted Accounting Standards Update ("ASU") 2017-04— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment during the first quarter of 2017. In accordance with the gu |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues On January 1, 2018, the Company adopted Accounting Standards Update 2014-09— Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") using a modified retrospective approach applied to all contracts that generated revenue in the preceding year. The adoption of this guidance did not have an impact on the amount or timing of revenue recognized by the Company. The Company generates revenue from transactions where it provides a platform for the purchase and sale of digital advertising inventory. The Company’s advertising automation solution is a marketplace for sellers of digital advertising inventory (providers of websites, mobile applications and other digital media properties, and their representatives) and buyers of digital advertising inventory (including advertisers, agencies, agency trading desks, and demand-side platforms). This solution incorporates proprietary machine- learning algorithms, sophisticated data processing, high-volume storage, detailed analytics capabilities, and a distributed infrastructure. Together, these features form the basis for the Company’s automated advertising solution that brings buyers and sellers together and facilitates intelligent decision-making and automated transaction execution for the digital advertising inventory managed on the Company's platform. Digital advertising inventory is created when consumers access sellers’ content. Sellers provide digital advertising inventory to the Company’s platform in the form of advertising requests, or ad requests. When the Company receives ad requests from sellers, it sends bid requests to buyers, which enable buyers to bid on sellers’ digital advertising inventory. Winning bids can create advertising, or paid impressions, for the seller to present to the consumer. The total volume of spending between buyers and sellers on the Company’s platform is referred to as advertising spend. The Company keeps a percentage of that advertising spend as a fee, and remits the remainder to the seller. The fee that the Company retains from the gross advertising spend on its platform is recognized as revenue. The fee earned on each transaction is based on the pre-existing agreement between the Company and the seller and the clearing price of the winning bid. The Company recognizes revenue upon fulfillment of its performance obligation to a client, which occurs at the point in time an ad renders and is counted as a paid impression, subject to an underlying agreement existing with the client and a fixed or determinable transaction price. Performance obligations for all transactions are satisfied, and the corresponding revenue is recognized, at a distinct point in time when an ad renders. The Company does not have arrangements with multiple performance obligations. The Company reports revenue on a net basis as it does not act as the principal in the purchase and sale of digital advertising inventory because it does not have control of the digital advertising inventory and does not set prices agreed upon within the auction marketplace. In periods prior to the second quarter of 2017, the Company reported revenue on a gross basis for revenue associated with its intent marketing solution, as the Company determined that it acted as the principal in the purchase and sale of digital advertising inventory. The Company ceased offering its intent marketing solution after the first quarter of 2017, after which time, all of the Company’s revenues have been recorded on a net basis. Revenue generated by the Company’s intent marketing solution in 2017 prior to its cessation was $1.3 million , which is included in total revenue for the year ended December 31, 2017 . Payment terms are specified in agreements between the Company and the buyers and sellers on its exchange platform. The Company generally bills buyers at the end of each month for the full purchase price of impressions filled in that month. The Company recognizes volume discounts as a reduction of revenue as they are incurred. Specific payment terms may vary by agreement, but are generally seventy-five days or less. The Company's accounts receivable are recorded at the amount of gross billings to buyers, net of allowances for the amounts the Company is responsible to collect. The Company's accounts payable related to amounts due to sellers are recorded at the net amount payable to sellers (see Note 11). Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. The following table presents our revenue by channel for the years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 December 31, 2017 (in thousands, except percentages) Channel: Desktop $ 59,039 47 % $ 84,327 54 % Mobile 65,646 53 71,218 46 Total $ 124,685 100 % $ 155,545 100 % The following table presents our revenue disaggregated by geographic location, based on the location of the Company's sellers: Year Ended December 31, 2018 December 31, 2017 (in thousands) United States $ 83,020 $ 95,567 International 41,665 59,978 Total $ 124,685 $ 155,545 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs are based on market data obtained from independent sources. The fair value hierarchy is based on the following three levels of inputs, of which the first two are considered observable and the last one is considered unobservable: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Unobservable inputs. The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2018 : Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 13,692 $ 13,692 $ — $ — U.S. Treasury, government and agency debt securities $ 7,524 $ 7,524 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2017 : Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 1,807 $ 210 $ 1,597 $ — Corporate debt securities $ 25,098 $ — $ 25,098 $ — U.S. Treasury, government and agency debt securities $ 29,901 $ 29,901 $ — $ — At December 31, 2018 and 2017, cash equivalents of $13.7 million and $1.8 million , respectively, consisted of money market funds and commercial paper, with original maturities of three months or less. The carrying amounts of cash equivalents are classified as Level 1 or Level 2 depending on whether or not their fair values are based on quoted market prices for identical securities that are traded in an active market. The commercial paper included in cash equivalents at December 31, 2017 is classified as Level 2 since its fair value is not based on quoted market prices for identical securities that are traded in an active market, but rather is derived from similar securities. Corporate debt securities (which are included in marketable securities on the balance sheet) with fair values derived from similar securities rather than based on quoted market prices for identical securities, are classified as Level 2 as well. The fair values of the Company's U.S. treasury, government and agency debt securities are based on quoted market prices and classified as Level 1, and are included within marketable securities. There were no transfers between Level 1 and Level 2 fair value measurements during the year ended December 31, 2018 and 2017 . Non-Recurring Fair Value Measurements Impairment of Goodwill During the third quarter of 2017, the Company identified potential indications of impairment, which triggered a quantitative goodwill impairment assessment. The Company compared the fair value of its net assets, calculated using three valuation methodologies, to the carrying value of the net assets. The fair value of the Company's net assets falls within Level 3 of the fair value hierarchy, as it was determined using unobservable inputs and relied on assumptions and estimates made by the Company's management. The valuation process is described below: Income Approach. The Company first estimated the fair value of its net assets based on an income approach using the 2017 remaining year forecast, projections for growth from that base, and a terminal growth rate. The cash flows were discounted using the Company's estimated weighted average cost of capital rate of 16.2% . The value of net operating losses and the excess working capital were then added to the discounted cash flows to arrive at the income approach fair value of the Company's net assets. Market Approach . The market approach used to determine the fair value of the Company's net assets was based upon a review of private and public company control transactions involving comparable companies. The Company performed two analyses under the market approach—a control premium analysis and a similar transaction analysis. In each of these analyses, the Company identified merger or acquisition transactions that were completed over the past three years involving targets that operate within the “Advertising” or “Internet Software and Services” industries and where the buyer was a strategic buyer. In the control premium analysis, the Company calculated a control premium paid in each of these transactions. After analyzing the comparable transactions, the Company applied a control premium of 15% to its adjusted public equity value to derive the fair value of its net assets. An additional method under the market approach, the similar transactions method, was utilized to determine the fair value of the Company's net assets under a strategic buyer purchase scenario. In this analysis, target companies were compared to the Company and multiples paid in transactions, specifically EBITDA, were analyzed and applied to the Company's adjusted EBITDA for the twelve months ended September 30, 2017. Based on the results of this analysis, an adjusted EBITDA multiple of 2.0 x was applied to calculate the fair value of the Company's net assets. In determining the comparability of publicly-traded companies, several factors were analyzed, including products and solutions, markets, growth patterns, relative size, earnings trends and other financial characteristics. The Company compared the fair value of its net assets using the three methodologies (one income approach and two market approaches) described above, to the carrying value and determined that its goodwill was fully impaired. The Company recorded an impairment of $90.3 million to adjust its goodwill balance to its fair value of zero . Impairment of Intangible Assets and Internal Use Software The Company measures impairment loss based on the difference between the carrying amount and estimated fair value. In the fourth quarter of 2017, we performed a cash flow analysis of our Guaranteed Orders workflow tool that resulted in impairment charges of the related intangible assets and long lived assets totaling $3.5 million and $1.1 million , respectively. The intangible assets included developed technology and client relationships acquired as part of an acquisition completed in 2014. The fair value of the asset group was determined based on a discounted cash flow method, which reflected estimated future cash flows associated with the identified asset group at the measurement date, and falls within Level 3 of the fair value hierarchy. The asset group was determined to be fully impaired and the assets were written down to their fair values of zero. |
Investments Investments (Notes)
Investments Investments (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Fair Value Disclosure [Abstract] | |
Investments | Investments Investments in marketable securities as of December 31, 2018 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale—short-term: U.S. Treasury, government and agency debt securities $ 7,526 $ — $ (2 ) $ 7,524 The Company's available-for-sale securities had a weighted remaining contractual maturity of 0.1 years as of December 31, 2018 . During the year ended December 31, 2018 , the Company sold $9.2 million of available-for-sale investments, on which the realized gains were de minimis and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive loss into the consolidated statements of operations. The Company had no sales of available-for-sale investments in 2017. As of December 31, 2018 , all of the Company's marketable securities had contractual maturities of less than one year. Investments in marketable securities as of December 31, 2017 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale—short-term: U.S. Treasury, government and agency debt securities $ 27,426 $ — $ (20 ) $ 27,406 Corporate debt securities 25,098 — — 25,098 Total $ 52,524 $ — $ (20 ) $ 52,504 Available-for-sale—long-term: U.S. Treasury, government and agency debt securities $ 2,504 $ — $ (9 ) $ 2,495 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Major classes of property and equipment were as follows: December 31, 2018 December 31, 2017 (in thousands) Purchased software $ 1,254 $ 1,985 Computer equipment and network hardware 98,884 90,695 Furniture, fixtures and office equipment 1,973 2,165 Leasehold improvements 2,571 3,325 Gross property and equipment 104,682 98,170 Accumulated depreciation (71,195 ) (50,777 ) Net property and equipment $ 33,487 $ 47,393 Depreciation expense on property and equipment totaled $25.0 million and $20.3 million for the years ended December 31, 2018 and 2017 , respectively. There were no impairment charges to property and equipment for the years ended December 31, 2018 and 2017 . At December 31, 2018 and 2017 , the Company had no property and equipment under capital leases. The Company's property and equipment, net by geographical region was as follows: December 31, 2018 December 31, 2017 (in thousands) United States $ 24,928 $ 37,566 International 8,559 9,827 Total $ 33,487 $ 47,393 |
Internal Use Software Developme
Internal Use Software Development Costs | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Internal Use Software Development Costs | Internal Use Software Development Costs Internal use software development costs were as follows: December 31, 2018 December 31, 2017 (in thousands) Internal use software development costs, gross 41,882 $ 33,414 Accumulated amortization (27,312 ) (20,680 ) Internal use software development costs, net $ 14,570 $ 12,734 During the years ended December 31, 2018 and 2017 , the Company capitalized $9.0 million and $8.4 million , respectively, of internal use software development costs. Amortization expense was $7.2 million and $11.1 million for the years ended December 31, 2018 and 2017 , respectively. In the years ended December 31, 2018 and 2017 , amortization expense included the write-off of software development costs of $0.5 million and $1.6 million , in the respective periods. Based on the Company’s internal use software development costs at December 31, 2018 , estimated amortization expense of $7.0 million , $5.1 million and $2.5 million is expected to be recognized in 2019 , 2020 and 2021 , respectively. In the fourth quarter of 2017, the Company recognized an impairment of the remaining capitalized software asset related to its Guaranteed Orders workflow tool of $1.1 million , which is included within impairment of intangible assets and internal use software on the consolidated statements of operations (see Note 5 for additional valuation details). There were no impairment charges to internal use software development costs for the year ended December 31, 2018 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Throughout 2017, the Company experienced a decrease in its stock price and market capitalization. During the third quarter of 2017, there were also certain developments that negatively impacted the Company's near-term business outlook, including the strategic decision to make reductions in the fees the Company charges buyers in open market waterfall RTB transactions, header bidding, and direct pressure from buyers and sellers, which accelerated dramatically in 2017. The Company concluded that these developments, together with the continued decline in the Company's market capitalization below the carrying value of its net assets, represented an indication of impairment that triggered the Company to perform a quantitative valuation assessment of its goodwill. The Company, with the assistance of a valuation consultant, performed a fair value assessment of its net assets using fair values derived from income and market approaches and weighted the outcomes. The fair value of its net assets was compared to the carrying value of $274.4 million and, as the carrying value exceeded the estimated fair value, the Company recorded an impairment charge of $90.3 million during the third quarter of 2017. For additional details regarding the valuation assessment process, refer to Note 5. The Company no longer had a goodwill balance following the goodwill impairment. Activity of the Company’s goodwill for the year ended December 31, 2017 was as follows: December 31, 2017 (in thousands) Beginning balance $ 65,705 Additions from the acquisition of nToggle (See Note 10) 24,546 Impairment of goodwill (90,251 ) Ending balance $ — The Company’s intangible assets as of December 31, 2018 and 2017 included the following: December 31, 2018 December 31, 2017 (in thousands) Amortizable intangible assets: Developed technology $ 16,878 $ 16,878 Non-compete agreements 690 690 Trademarks 20 20 Total identifiable intangible assets, gross 17,588 17,588 Accumulated amortization—intangible assets: Developed technology (6,888 ) (4,062 ) Non-compete agreements (506 ) (161 ) Trademarks (20 ) (6 ) Total accumulated amortization—intangible assets (7,414 ) (4,229 ) Total identifiable intangible assets, net $ 10,174 $ 13,359 Amortization of intangible assets for the years ended December 31, 2018 and 2017 was $3.2 million and $4.8 million , respectively. In the fourth quarter of 2017, the Company recognized an impairment charge of the remaining intangible assets associated with its Guaranteed Orders workflow tool, totaling $3.5 million . These intangible assets included developed technology and client relationships acquired as part of an acquisition completed in 2014. See Note 5 for additional information. The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of December 31, 2018 : Fiscal Year Amount (in thousands) 2019 $ 3,010 2020 2,826 2021 2,826 2022 1,512 2023 — Thereafter — Total $ 10,174 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 2017 Acquisition—nToggle, Inc. On July 14, 2017, the Company completed the merger of nToggle, Inc. ("nToggle") with Caviar Acquisition Corp., a wholly owned subsidiary of the Company, with nToggle surviving as a wholly owned subsidiary of Rubicon Project. nToggle was a Boston, Massachusetts based programmatic advertising company with traffic-shaping technology. The primary reason for the acquisition was to acquire technology, know-how and personnel that will enable the Company to offer services that make it easier and more cost-effective for buyers to find the inventory they seek among the billions of bid requests they receive. At closing, the Company paid net cash consideration of $38.6 million , which represents total purchase consideration of $40.6 million less acquired cash and cash equivalents of $2.0 million , to the stockholders, warrantholders, and holders of vested in-the-money options of nToggle. In addition, the Company assumed 432,482 outstanding unvested in-the-money options and 77,499 shares of restricted stock held by continuing employees, and issued an aggregate of 174,117 restricted stock units to the continuing employees under the Company's 2014 Inducement Grant Equity Incentive Plan. The financial results of nToggle have been included in our consolidated financial statements since the date of the acquisition. The major classes of assets and liabilities to which the Company allocated the purchase price were as follows as of the acquisition date: Amount (in thousands) Cash and cash equivalents $ 1,953 Accounts receivable 256 Prepaid and other assets 18 Fixed assets 763 Other non-current assets 82 Intangible assets 14,840 Goodwill 24,546 Total assets acquired 42,458 Accounts payable and accrued expenses 78 Deferred revenue 91 Deferred tax liability, net 1,719 Total liabilities assumed 1,888 Total net assets acquired $ 40,570 The Company recognized approximately $0.3 million of acquisition-related costs during the year ended December 31, 2017 that are included within general and administrative expenses in the Company’s consolidated statements of operations. As part of the acquisition of nToggle, the Company acquired nToggle's net operating losses of approximately $9.3 million . In addition, the Company recorded deferred tax liabilities related to acquired intangibles of $5.5 million net of deferred tax assets of $3.8 million primarily related to net operating loss carryforwards. The following table summarizes the components of the acquired intangible assets and estimated useful lives (in thousands, except for estimated useful life): December 31, 2017 Estimated Useful Life Developed technology $ 14,130 5 years Non-compete agreements 690 2 years Trademark & trade name 20 1.5 years Total intangible assets acquired $ 14,840 The intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives. Amortization of developed technology is included in cost of revenue, the amortization related to non-compete agreements is included in technology and development, and amortization related to trademark and trade name is included in general and administrative. Goodwill resulting from the acquisition was primarily attributable to acquired workforce, an increase in development capabilities, increased offerings to clients, and enhanced opportunities for growth and innovation. Refer to Note 5 for a description of the methods used to compute the charge for the impairment of consolidated goodwill of $90.3 million recorded in the third quarter of 2017. The acquired intangibles and goodwill resulting from the nToggle acquisition are not amortizable for tax purposes. Unaudited Pro Forma Information - nToggle Acquisition The following table provides unaudited condensed pro forma information to give effect to the nToggle acquisition as if it had occurred on January 1, 2017. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed. The pro forma results do not include any anticipated cost synergies or other effects of the integration of nToggle. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated, nor are they indicative of the actual or future operating results of the combined company. Year Ended December 31, 2017 (in thousands) Pro forma revenues $ 156,480 Pro forma net loss $ (158,443 ) Pro forma net loss per share, basic $ (3.24 ) Pro forma net loss per share, diluted $ (3.24 ) |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expense | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses included the following: December 31, 2018 December 31, 2017 (in thousands) Accounts payable—seller $ 230,423 $ 203,694 Accounts payable—trade 3,122 3,764 Accrued employee-related payables 6,133 6,645 Total $ 239,678 $ 214,103 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) were as follows (in thousands): Unrealized Gain (Loss) on Investments, net of tax Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2016 $ (1 ) $ (272 ) $ (273 ) Other comprehensive income (loss) (28 ) 342 314 Balance at December 31, 2017 (29 ) 70 41 Other comprehensive income (loss) 27 (327 ) (300 ) Balance at December 31, 2018 $ (2 ) $ (257 ) $ (259 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In connection with its IPO, the Company implemented its 2014 Equity Incentive Plan, which governs equity awards made to employees and directors of the Company since the IPO. Prior to the IPO, the Company granted equity awards under its 2007 Stock Incentive Plan, which governs equity awards made to employees and contractors under the plan. In November 2014, the Company approved the 2014 Inducement Grant Equity Incentive Plan (the "Inducement Plan"), which governs certain equity awards made to certain employees in connection with commencement of employment. In connection with the Company's acquisitions of Chango Inc. ("Chango") and iSocket, Inc. ("iSocket"), it assumed the existing employee equity award plans, the 2009 Chango Stock Option Plan (the "Chango Plan") and the 2009 Equity Incentive Plan - iSocket (the "iSocket Plan"). As part of the nToggle acquisition in July 2017, the Company assumed all unvested in-the-money options and restricted stock held by continuing employees under the nToggle, Inc. 2014 Equity Incentive Plan ("nToggle Plan") (see Note 10). All compensatory equity awards outstanding at December 31, 2018 were issued pursuant to the 2014 Equity Incentive Plan, the iSocket Plan, the Chango Plan, the nToggle Plan, the Inducement Plan, or the Company's 2007 Stock Incentive Plan. The Company’s equity incentive plans provide for the grant of equity awards, including non-statutory or incentive stock options, restricted stock awards, and restricted stock units, to the Company's employees, officers, directors, and consultants. The Company's board of directors administers the plans. Options outstanding vest based upon continued service at varying rates, but generally over four years from issuance with 25% vesting after one year of service and the remainder vesting monthly thereafter. Restricted stock awards and restricted stock units vest at varying rates, typically approximately 25% vesting after approximately one year of service and the remainder vesting semi-annually thereafter. The restricted stock units granted in 2018 included 2,800,000 restricted stock units that vest 50% on each of the first and second anniversaries of the grant date. Options, restricted stock awards, and restricted stock units granted under the plans accelerate under certain circumstances for certain participants upon on a change in control, as defined in the governing plan. No further awards were made under the iSocket Plan, the Chango Plan, the nToggle Plan, or the 2007 Stock Incentive Plan; available shares under the iSocket Plan, the Chango Plan, and the nToggle Plan were rolled into the available share pool under the 2014 Equity Incentive Plan at the time of acquisition of each company, and available shares under the 2007 Stock Incentive Plan were rolled into the available share pool under the 2014 Equity Incentive Plan at the time of the IPO. An aggregate of 6,701,872 shares remained available for future issuance at December 31, 2018 under the plans. The 2014 Equity Incentive Plan has an evergreen provision pursuant to which the share reserve will automatically increase on January 1 st of each year in an amount equal to 5% of the total number of shares of capital stock outstanding on December 31 st of the preceding calendar year, although the Company ’ s board of directors may provide for a lesser increase, or no increase, in any year. The 2014 Inducement Grant Equity Incentive Plan has a provision pursuant to which the share reserve may be increased at the discretion of the Company's board of directors. Stock Options A summary of stock option activity for the year ended December 31, 2018 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2017 4,363 $ 8.75 Granted 706 $ 2.09 Exercised (50 ) $ 0.91 Expired (1,438 ) $ 10.17 Forfeited (93 ) $ 3.83 Outstanding at December 31, 2018 3,488 $ 7.06 7.09 years $ 2,354 Exercisable at December 31, 2018 2,114 $ 9.29 6.07 years $ 765 The total intrinsic values of options exercised during the year ended December 31, 2018 was $0.1 million . At December 31, 2018 , the Company had unrecognized employee stock-based compensation expense relating to nonvested stock options of approximately $3.2 million , which is expected to be recognized over a weighted-average period of 2.5 years . The weighted-average grant date fair value per share of stock options granted during the year ended December 31, 2018 was $1.15 . Total fair value of options vested during the year ended December 31, 2018 was $3.3 million . The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: Year Ended December 31, 2018 December 31, 2017 Expected term (in years) 6.0 5.8 Risk-free interest rate 2.67 % 2.03 % Expected volatility 57 % 57 % Dividend yield — % — % Restricted Stock Awards A summary of restricted stock activity for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2017 558 $ 12.60 Granted — $ — Canceled (156 ) $ 13.82 Vested (205 ) $ 12.19 Nonvested shares of restricted stock outstanding at December 31, 2018 197 $ 12.06 The aggregate fair value of restricted stock awards with service conditions that vested during the year ended December 31, 2018 was $0.6 million . At December 31, 2018 , the Company had unrecognized stock-based compensation expense for restricted stock awards with service conditions of $0.9 million , which is expected to be recognized over a weighted-average period of 1.1 years . Restricted Stock Units A summary of restricted stock unit activity for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested restricted stock units outstanding at December 31, 2017 3,609 $ 7.55 Granted 4,976 $ 2.30 Canceled (1,118 ) $ 5.32 Vested (1,367 ) $ 8.06 Nonvested restricted stock units outstanding at December 31, 2018 6,100 $ 3.56 The weighted-average grant date fair value per share of restricted stock units granted during the year ended December 31, 2018 was $2.30 . The aggregate fair value of restricted stock units that vested during year ended December 31, 2018 was $4.3 million . At December 31, 2018 , the intrinsic value of nonvested restricted stock units was $22.8 million . At December 31, 2018 , the Company had unrecognized stock-based compensation expense relating to nonvested restricted stock units of approximately $17.3 million , which is expected to be recognized over a weighted-average period of 2.1 years . Employee Stock Purchase Plan In November 2013, the Company adopted the Company's 2014 Employee Stock Purchase Plan ("ESPP"). The ESPP is designed to enable eligible employees to periodically purchase shares of the Company's common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. At the end of each six-month offering period, employees are able to purchase shares at a price per share equal to 85% of the lower of the fair market value of the Company's common stock on the first trading day of the offering period or on the last trading day of the offering period. Offering periods generally commence and end in May and November of each year. As of December 31, 2018 , the Company has reserved 1,607,646 shares of its common stock for issuance under the ESPP. The ESPP has an evergreen provision pursuant to which the share reserve will automatically increase on January 1 st of each year in an amount equal to 1% of the total number of shares of capital stock outstanding on December 31 st of the preceding calendar year, although the Company’s board of directors may provide for a lesser increase, or no increase, in any year. Stock-Based Compensation Expense Total stock-based compensation expense recorded in the consolidated statements of operations was as follows: Year Ended December 31, 2018 December 31, 2017 (in thousands) Cost of revenue $ 321 $ 404 Sales and marketing 4,557 4,582 Technology and development 2,867 4,034 General and administrative 8,139 9,924 Restructuring and other exit costs 398 1,560 Total stock-based compensation expense $ 16,282 $ 20,504 |
Restructuring and Other Exit Co
Restructuring and Other Exit Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Exit Costs | Restructuring and Other Exit Costs As part of its on-going efforts to control costs and create efficiencies, the Company underwent restructuring events throughout 2017 and in the first quarter of 2018. The objective of these restructuring activities was to streamline operations, prioritize resources for growth initiatives and increase profitability. For the year ended December 31, 2017 , the Company recognized $6.0 million of restructuring and other exit costs expenses related to the cessation of it's intent marketing solution, including the closure of the Toronto office, as well as the realignment of the management team to a more cost efficient structure (collectively, the "2017 Restructuring Events"). A majority of the costs incurred in the year ended December 31, 2017 were severance and one-time termination benefit costs, of which $1.6 million related to non-cash stock-based compensation, the remainder of which related to facility closure costs. In the first quarter of 2018, the Company announced its restructuring plan to reduce headcount to bring the Company's general and administrative operations into better alignment with the current size of the business and de-layer certain functions, and to reduce its investment in unprofitable projects (the "2018 Restructuring Events"). During the year ended December 31, 2018 , the Company incurred restructuring and other exit costs expenses of $3.4 million for severance and one-time termination benefits. The following table summarizes restructuring and other exit cost activity for the 2018 Restructuring Events (in thousands): Accrued restructuring and other exit costs at December 31, 2017 $ — Restructuring and other exit costs 3,440 Cash paid for restructuring and other exit costs (2,975 ) Non-cash stock-based compensation for restructuring and other exit costs (398 ) Accrued restructuring and other exit costs at December 31, 2018 $ 67 Accrued restructuring costs related to the 2017 Restructuring Events were $0.1 million at December 31, 2017 and were paid in the first half of 2018. Accrued restructuring costs are included within other liabilities on the Company's consolidated balance sheets. The following table presents the components of restructuring and other exit costs for the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 December 31, 2017 Employee termination costs $ 3,440 $ 5,753 Facility closing costs — 206 Total restructuring and other exit costs $ 3,440 $ 5,959 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following are the domestic and foreign components of the Company’s income (loss) before income taxes for the years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 December 31, 2017 (in thousands) Domestic $ (62,292 ) $ (104,750 ) International 827 (51,795 ) Loss before income taxes $ (61,465 ) $ (156,545 ) The following are the components of the provision (benefit) for income taxes for the years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 December 31, 2017 (in thousands) Current: Federal $ (23 ) $ (140 ) State 41 78 Foreign 388 (250 ) Total current provision 406 (312 ) Deferred: Federal — (1,877 ) State 2 288 Foreign (51 ) 139 Total deferred benefit (49 ) (1,450 ) Total provision (benefit) for income taxes $ 357 $ (1,762 ) The Company recorded an income tax expense of $0.4 million for the year ended December 31, 2018 and an income tax benefit of $1.8 million for the year ended December 31, 2017 . The tax provision for the year ended December 31, 2018 is primarily the result of the domestic valuation allowance and the tax liability associated with the foreign subsidiaries. During the fourth quarter of 2017, the Company recorded a tax deduction of $145.8 million and increased its valuation allowance by a corresponding amount, resulting in no net tax benefit related to a worthless stock deduction generated by the Company's exit from its intent marketing business activities in Canada. On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including the following: a federal corporate rate reduction from 34% to 21%; limitations on the deductibility of executive compensation and research and development (“R&D”) expenditures; temporary immediate expensing of qualified property; the creation of new minimum taxes such as the base erosion anti-abuse tax (“BEAT”) and Global Intangible Low Taxed Income (“GILTI”) tax; and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system, which resulted in a one time U.S. tax liability on those earning which had not previously been repatriated to the U.S. (the “Transition Tax”). The Tax Act imposes a Transition Tax on previously untaxed accumulated and current earnings and profits (“E&P”) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, the Company determined, among other things, the amount of post-1986 E&P of the relevant subsidiaries. The Company recorded a provisional Transition Tax of $0.6 million , which reduced its U.S. net deferred tax assets for the year ended December 31, 2017. We completed our analysis of the impact of U.S. tax reform during 2018, and for the year ended December 31, 2018 , there was no change to the Transaction Tax recorded in the prior period. The Tax Act also reduced the U.S. corporate tax rate from 34% to 21%, effective January 1, 2018. Consequently, the Company recorded a decrease to its tax effected U.S. net deferred tax assets of $31.6 million , with a corresponding decrease to the U.S. valuation allowance for the year ended December 31, 2017 as a result of re-measuring net deferred tax assets at the new lower corporate tax rate of 21%. The Tax Act requires certain GILTI income earned by controlled foreign corporations (“CFCs”) to be included in the gross income of the CFCs’ U.S. shareholder (for tax years beginning after December 31, 2017). For the year ended December 31, 2018 , the Company has included a GILTI inclusion of $1.3 million , which was incorporated in the calculation of the tax provision. Set forth below is a reconciliation of the components that caused the Company’s provision (benefit) for income taxes to differ from amounts computed by applying the U.S. Federal statutory rate of 21% for the year ended December 31, 2018 and 34% for the year ended December 31, 2017 : Year Ended December 31, 2018 December 31, 2017 U.S. federal statutory income tax rate 21.0 % 34.0 % State income taxes, net of federal benefit (0.1 )% — % Foreign income (loss) at other than U.S. rates — % 0.2 % Stock-based compensation expense (5.3 )% (3.8 )% Meals and entertainment (0.4 )% (0.1 )% Goodwill impairment — % (19.0 )% Research and development tax credits — % 0.8 % Debt cancellation (1.2 )% — % Worthless stock — % 31.7 % Other permanent items (0.5 )% (0.5 )% Change in valuation allowance (14.1 )% (22.0 )% Tax rate change; U.S. tax reform — % (20.2 )% Effective income tax rate (0.6 )% 1.1 % Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities as of December 31, 2018 and 2017 : December 31, 2018 December 31, 2017 (in thousands) Deferred Tax Assets: Accrued liabilities $ 916 $ 2,648 Stock-based compensation 2,623 3,685 Net operating loss carryovers 76,098 65,648 Tax credit carryovers 13,206 13,494 Other 1,053 1,502 Total deferred tax assets 93,896 86,977 Less valuation allowance (90,959 ) (81,767 ) Deferred tax assets, net of valuation allowance 2,937 5,210 Deferred Tax Liabilities: Fixed assets (2,352 ) (3,864 ) Intangible assets (152 ) (955 ) Other — — Total deferred tax liabilities (2,504 ) (4,819 ) Net deferred tax assets (liability) $ 433 $ 391 The change in valuation allowance for the years ended December 31, 2018 and 2017 was $9.2 million and $42.3 million , respectively. At December 31, 2018 , the Company had U.S. federal net operating loss carryforwards, or NOLs, of approximately $285.5 million , which will begin to expire in 2027 . At December 31, 2018 , the Company had state NOLs of approximately $167.0 million , which will begin to expire in 2027 . At December 31, 2018 , the Company had foreign NOLs of approximately $20.5 million , which will begin to expire in 2026 . At December 31, 2018 , the Company had federal research and development tax credit carryforwards, or credit carryforwards, of approximately $10.2 million , which will begin to expire in 2027 . At December 31, 2018 , the Company had state research and development tax credits of approximately $8.0 million , which carry forward indefinitely. No amounts for any federal or state research and development tax credits for the year ended December 31, 2018 are included herein. Utilization of certain NOLs and credit carryforwards may be subject to an annual limitation due to ownership change limitations set forth in the Internal Revenue Code of 1986, as amended, or the Code, and comparable state income tax laws. Any future annual limitation may result in the expiration of NOLs and credit carryforwards before utilization. A prior ownership change and certain acquisitions resulted in the Company having NOLs subject to insignificant annual limitations. Additionally, for tax years beginning after December 31, 2017, the Tax Act limits the NOL deduction to 80% of taxable income, repeals carryback of all NOLs arising in a tax year ending after 2017, and permits indefinite carryforward for all such NOLs. NOL’s arising in a tax year ending in or before 2017 can offset 100% of taxable income, are available for carryback, and expire 20 years after they arise. At December 31, 2018 , unremitted earnings of the subsidiaries outside of the United States were approximately $7.6 million , on which the Company recorded a transition tax of $0.6 million , as discussed above. The Company’s intention is to indefinitely reinvest these earnings outside the United States. Upon distribution of those earnings in the form of a dividend or otherwise, the Company would be subject to withholding taxes payable to various foreign countries and, potentially, various state taxes. The amounts of such tax liabilities that might be payable upon actual repatriation of foreign earnings, after consideration of corresponding foreign tax credits, are not material. The following table summarizes the activity related to the unrecognized tax benefits (in thousands): Amount (in thousands) Balance as of December 31, 2016 $ 5,027 Increases related to 2017 tax positions 619 Decreases related to prior year tax positions — Balance as of December 31, 2017 5,646 Increases related to current year tax positions — Decreases related to current year tax positions — Decreases related to prior year tax positions (929 ) Balance as of December 31, 2018 $ 4,717 Interest and penalties related to the Company’s unrecognized tax benefits accrued at December 31, 2018 and 2017 were not material. Due to the net operating loss carryforwards, the Company's United States federal and a majority of its state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years since inception. For Australia, Brazil, Canada, Germany, Italy, Japan, Singapore, and the United Kingdom, all tax years remain open for examination by the local country tax authorities, while for France only 2014 forward are open for examination. During the first quarter of 2017, the Internal Revenue Service ("IRS") commenced an examination of the 2015 tax year. During 2018, the Company received an IRS Letter 1226 indicating no change to the 2015 tax return as filed and concluded the examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company has commitments under non-cancelable operating leases for facilities, certain equipment, and its managed data center facilities. Total rental expenses were $12.6 million and $12.7 million for the years ended December 31, 2018 and 2017 , respectively. Additionally, expenses for cloud-based services related to data centers were $7.1 million and $4.9 million for the years ended December 31, 2018 and 2017 , respectively. As of December 31, 2018 and December 31, 2017 , the Company had $2.9 million of letters of credit associated with office leases available for borrowing, on which there were no outstanding borrowings as of either date. The following table summarizes the Company's future minimum lease payments under non-cancelable operating leases and related sublease income at December 31, 2018 : 2019 2020 2021 2022 2023 Total (in thousands) Operating lease expense $ 6,773 $ 3,880 $ 1,734 $ 1,019 $ 597 $ 14,003 Operating sublease income (285 ) (194 ) (194 ) (194 ) (145 ) (1,012 ) Total $ 6,488 $ 3,686 $ 1,540 $ 825 $ 452 $ 12,991 Guarantees and Indemnification The Company’s agreements with sellers, buyers, and other third parties typically obligate it to provide indemnity and defense for losses resulting from claims of intellectual property infringement, damages to property or persons, business losses, or other liabilities. Generally, these indemnity and defense obligations relate to the Company’s own business operations, obligations, and acts or omissions. However, under some circumstances, the Company agrees to indemnify and defend contract counterparties against losses resulting from their own business operations, obligations, and acts or omissions, or the business operations, obligations, and acts or omissions of third parties. For example, because the Company’s business interposes the Company between buyers and sellers in various ways, buyers often require the Company to indemnify them against acts and omissions of sellers, and sellers often require the Company to indemnify them against acts and omissions of buyers. In addition, the Company’s agreements with sellers, buyers, and other third parties typically include provisions limiting the Company’s liability to the counterparty, and the counterparty’s liability to the Company. These limits sometimes do not apply to certain liabilities, including indemnity obligations. These indemnity and limitation of liability provisions generally survive termination or expiration of the agreements in which they appear. The Company has also entered into indemnification agreements with its directors, executive officers and certain other officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No material demands have been made upon the Company to provide indemnification under such agreements and there are no claims that the Company is aware of that could have a material effect on the Company’s consolidated financial statements. Litigation The Company and its subsidiaries may from time to time be parties to legal or regulatory proceedings, lawsuits and other claims incident to their business activities and to the Company’s status as a public company. Such matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of the Company’s business, regulatory investigations or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, management is unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of December 31, 2018 . However, based on management’s knowledge as of December 31, 2018 , management believes that the final resolution of these matters known at such date, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. On March 31, 2017, Guardian News & Media Limited ("Guardian") issued proceedings (the "Complaint") against the Company in the Chancery Division of the High Court of Justice in England & Wales. The Complaint alleged that the Company underpaid Guardian for digital advertising inventory sold by Guardian through the Company's platform as a result of the fact that the Company charged fees to buyers of that inventory. Guardian claimed the Company was precluded from charging buyer fees as a result of the contractual arrangements with Guardian and English agency law principles, as well as representations it allegedly made to Guardian. The Complaint claimed damages including loss of revenue, interest, and costs. On October 11, 2018, the Company and Guardian mutually agreed to resolve their dispute and the High Court proceedings have been discontinued. Though the terms of the settlement agreement are confidential, the settlement is immaterial to the Company from a financial standpoint. Employment Contracts |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 26, 2018, the Company amended and restated its loan and security agreement with Silicon Valley Bank (the "Loan Agreement"), which was scheduled to expire on September 27, 2018. The Loan Agreement provides a senior secured revolving credit facility of up to $40.0 million with a maturity date of September 26, 2020. The amount available for borrowing as of December 31, 2018 is $30.0 million due to a $10.0 million reserve that will be released if the Company maintains positive Adjusted EBITDA for any trailing twelve-month period. The Company incurred $0.1 million of debt issuance fees that were capitalized and are being amortized over the term of the Loan Agreement. An unused revolver fee in the amount of 0.15% per annum of the average unused portion of the revolver line is charged and is payable monthly in arrears. The Company may elect for advances to bear interest calculated by reference to prime or LIBOR. If the Company elects LIBOR, amounts outstanding under the amended credit facility bear interest at a rate per annum equal to LIBOR plus 2.50% if a streamline period applies or LIBOR plus 4.00% if a streamline period does not apply. If the Company elects prime, advances bear interest at a rate of prime plus 0.50% if a streamline period applies or prime plus 2.00% if a streamline period does not apply. A streamline period is any period during which an event of default does not exist and the Company's Adjusted Quick Ratio (as defined in the Loan Agreement) is at least 1.05 for each day in the preceding month. The Loan Agreement is collateralized by security interests in substantially all of the Company's assets. Subject to certain exceptions, the Loan Agreement restricts the Company's ability to, among other things, pay dividends, sell assets, make changes to the nature of the business, engage in mergers or acquisitions, incur, assume or permit to exist, additional indebtedness and guarantees, create or permit to exist, liens, make distributions or redeem or repurchase capital stock, or make other investments, engage in transactions with affiliates, make payments with respect to subordinated debt, and enter into certain transactions without the consent of the financial institution. If a streamline period is not in effect, the Company is required to maintain a lockbox arrangement where clients payments received in the lockbox will immediately reduce the amounts outstanding on the credit facility. The Loan Agreement requires the Company to comply with financial covenants, including a minimum Adjusted Quick Ratio and the achievement of certain Adjusted EBITDA targets. On a monthly basis, or quarterly if there were no advances outstanding during the calendar quarter, the Company is required to maintain a minimum Adjusted Quick Ratio of: (i) 1.00 if the trailing six month adjusted EBITDA is $0 or less, or (ii) 0.90 if the trailing six month adjusted EBITDA is greater than $0 . If the Company’s Adjusted Quick Ratio is 1.05 or greater, a streamline period applies. As of December 31, 2018 , the Company's Adjusted Quick Ratio was 1.16 , which is in compliance with its covenant requirement and is higher than the minimum Adjusted Quick Ratio required to qualify for a streamline period. The Company must also maintain the following trailing twelve month Adjusted EBITDA targets as of the end of each quarter as follows: (1) September 30, 2018 through June 30, 2019 Adjusted EBITDA must be within 20% of the Adjusted EBITDA projections that were delivered to Silicon Valley Bank; (2) September 30, 2019 Adjusted EBITDA of $1 or greater; and (3) December 31, 2019 and thereafter, Adjusted EBITDA of $5.0 million or greater. As of December 31, 2018 , the Company was in compliance with the Adjusted EBITDA covenant. The Loan Agreement also includes customary representations and warranties, affirmative covenants, and events of default, including events of default upon a change of control and material adverse change (as defined in the Loan Agreement). Following an event of default, SVB would be entitled to, among other things, accelerate payment of amounts due under the credit facility and exercise all rights of a secured creditor. As of December 31, 2018 |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of December 31, 2018 and 2017 , there were no holders of more than 10% of the Company’s outstanding common stock that were considered to be related parties. During the years ended December 31, 2018 and 2017 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following tables set forth our quarterly consolidated statements of operations data for each of the eight quarters in the two-year period ended December 31, 2018 . We have prepared the quarterly unaudited consolidated statements of operations data on a basis consistent with the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In the opinion of management, the financial information in these tables reflects all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair statement of this data. This information should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The results of historical periods are not necessarily indicative of the results for any future period. Three Months Ended Mar. 31, 2017 June 30, 2017 Sept. 30, 2017 Dec. 31, 2017 Mar. 31, 2018 June 30, 2018 Sept. 30, 2018 Dec. 31, 2018 (in thousands, except per share amounts) Revenue $ 46,015 $ 42,922 $ 35,211 $ 31,397 $ 24,876 $ 28,648 $ 29,729 $ 41,432 Expenses: Cost of revenue 14,688 13,698 12,985 15,465 14,783 15,044 14,687 15,489 Sales and marketing 14,628 12,529 12,503 12,134 12,257 11,135 10,654 10,510 Technology and development 12,753 12,044 11,580 11,123 10,494 9,245 9,299 8,825 General and administrative 15,080 14,355 13,644 12,517 12,544 11,441 9,355 9,091 Restructuring and other exit costs 4,338 1,621 — — 2,466 974 — — Impairment of intangible assets and internally developed software — — — 4,585 — — — — Impairment of goodwill — — 90,251 — — — — — Total expenses 61,487 54,247 140,963 55,824 52,544 47,839 43,995 43,915 Loss from operations (15,472 ) (11,325 ) (105,752 ) (24,427 ) (27,668 ) (19,191 ) (14,266 ) (2,483 ) Other (income) expense, net (7 ) 84 (150 ) (358 ) 73 (1,281 ) (558 ) (377 ) Loss before income taxes (15,465 ) (11,409 ) (105,602 ) (24,069 ) (27,741 ) (17,910 ) (13,708 ) (2,106 ) Provision (benefit) for income taxes 375 146 (2,031 ) (252 ) 75 74 84 124 Net loss $ (15,840 ) $ (11,555 ) $ (103,571 ) $ (23,817 ) $ (27,816 ) $ (17,984 ) $ (13,792 ) $ (2,230 ) Net loss per share: Basic and diluted $ (0.33 ) $ (0.24 ) $ (2.11 ) $ (0.48 ) $ (0.56 ) $ (0.36 ) $ (0.27 ) $ (0.04 ) Weighted-average shares used to compute net loss per share: Basic and diluted 48,332 48,783 49,055 49,293 49,692 50,071 50,513 50,746 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of ConsolidationThe accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include the operations of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Segments | Segments Management has determined that the Company operates as one |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported and disclosed financial statements and accompanying footnotes. Actual results could differ materially from these estimates. |
Revenue Recognition | Revenue Recognition The Company generates revenue from transactions where it provides a platform for the purchase and sale of digital advertising inventory between buyers and sellers of advertising inventory. Digital advertising inventory is created when consumers access sellers’ content. Sellers provide digital advertising inventory to our platform in the form of advertising requests, or ad requests. When the Company receives ad requests from sellers, it sends bid requests to buyers, which enable buyers to bid on sellers’ digital advertising inventory. Winning bids can create advertising, or paid impressions, for the seller to present to the consumer. The total volume of spending between buyers and sellers on the Company's platform is referred to as advertising spend. The Company keeps a percentage of that advertising spend as a fee, and remits the remainder to the seller. The fee that the Company retains from the gross advertising spend on its platform is recognized as revenue. The fee earned on each transaction is based on the pre-existing agreement with the seller and the clearing price of the winning bid. The Company recognizes revenue upon fulfillment of its performance obligation to a client, which occurs at the point in time an ad renders and is counted as a paid impression, subject to a contract existing with the client and a fixed or determinable transaction price. Performance obligations for all transactions are satisfied, and the corresponding revenue is recognized, at a distinct point in time; the Company has no arrangements with multiple performance obligations. The Company considers the following when determining if a contract exists (i) contract approval by all parties, (ii) identification of each party’s rights regarding the goods or services to be transferred, (iii) specified payment terms, (iv) commercial substance of the contract, and (v) collectability of substantially all of the consideration is probable. |
Cost of Revenue | Cost of Revenue. The Company's cost of revenue consists of data center costs, bandwidth costs, depreciation and maintenance expense of hardware supporting the Company's revenue-producing platform, amortization of software costs for the development of the Company's revenue-producing platform, amortization expense associated with acquired developed technologies, personnel costs, and facilities-related costs. For intent marketing transactions conducted in the first quarter of 2017 in which the Company was the principal and reported revenues on a gross basis, cost of revenue also included amounts the Company paid to sellers for their inventory. Personnel costs included in cost of revenue include salaries, bonuses, stock-based compensation, and employee benefit costs, and are primarily attributable to personnel in the Company's network operations group who support the Company's platform. The Company capitalizes costs associated with software that is developed or obtained for internal use and amortizes the costs associated with its revenue-producing platform in cost of revenue over their estimated useful lives. The Company amortizes acquired developed technologies over their estimated useful lives. |
Sales and Marketing | Sales and Marketing. The Company's sales and marketing expenses consist primarily of personnel costs, including stock- |
Technology and Development | Technology and Development. The Company's technology and development expenses consist primarily of personnel costs, including stock-based compensation and bonuses, and professional services associated with the ongoing development and maintenance of the Company's solution and, to a lesser extent, facilities-related costs and depreciation and amortization, including amortization expense associated with acquired intangible assets from the Company's business acquisitions that are related to technology and development functions. These expenses include costs incurred in the development, implementation and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs, net on the Company's consolidated balance sheet. The Company amortizes internal use software development costs that relate to its revenue-producing activities on the Company's platform to cost of revenue and amortizes other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. The Company amortizes acquired intangibles associated with technology and development functions from its business acquisitions over their estimated useful lives. |
General and Administrative | General and Administrative. The Company's general and administrative expenses consist primarily of personnel costs, including stock-based compensation and bonuses, associated with the Company's executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs and depreciation, and other corporate-related expenses. General and administrative expenses also include amortization of internal use software development costs and acquired intangible assets from the Company's business acquisitions over their estimated useful lives that relate to general and administrative functions and changes in fair value associated with the liability-classified contingent consideration related to acquisitions. |
Restructuring and Other Exit Costs | Restructuring and Other Exit Costs. The Company's restructuring and other exit costs are cash and non-cash charges consisting primarily of employee termination costs, facility closure and relocation costs, and contract termination costs. |
Impairment of Intangible Assets and Internal Use Software | Impairment of Intangible Assets and Internal Use Software. The Company's impairment charges are non-cash charges related to its intangible assets. Intangible assets are reviewed for impairment indicators at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Refer to the "Intangible Assets" policy within this footnote for additional information regarding the determination of impairment charges related to intangible assets. |
Impairment of Goodwill | Impairment of Goodwill. The Company's goodwill impairment charges are non-cash charges related to its goodwill asset. Goodwill is tested annually for impairment during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Refer to the "Goodwill" policy within this footnote for additional information regarding the determination of goodwill impairment charges. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense related to stock-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company has granted restricted stock awards, restricted stock units, and stock option awards that vest based solely on continued service, or service conditions, to employees and non-employees. The fair value of each share-based award containing service conditions is based on the Company's grant date common share price for restricted stock awards and restricted stock units and is estimated using the Black-Scholes option-pricing model for stock option awards. For service condition awards, stock-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, or the vesting period, which is generally four years. As of July 1, 2018, the Company prospectively adopted ASU 2018-07— Stock Compensation (Topic 718) ("ASU 2018-07"), which updated the treatment of non-employee share-based awards to conform with the existing guidance under Accounting Standards Codification Topic 718, Compensation— Stock Compensation that was already applicable to share-based awards granted to employees. Prior to this adoption, the Company remeasured the fair value of each non-employee stock-based award each period until a commitment date was reached, which was generally the vesting date. As of the adoption date, the fair value of existing unvested awards held by non-employees was determined based on the adoption date fair value, which will be recognized over the remaining service period. For employees that transition into a non-employee contractor relationship with the Company subsequent to the adoption date their existing awards will continue to be recognized at the original grant date fair value. There was no impact to the Company's consolidated financial statements resulting from the adoption of ASU 2018-07. The assumptions and estimates used in the Black-Scholes pricing model are as follows: Fair Value of Common Stock. The fair value of common stock is based on the closing price of the Company's common stock as reported on the New York Stock Exchange, or the NYSE, on the date of grant. Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the term of stock option awards. Expected Term. For employee options that contain service conditions, the Company applies the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. The expected term of employee stock options that contain performance conditions represents the weighted-average period that the stock options are estimated to remain outstanding. Volatility. Because the Company does not have significant trading history for the Company’s common stock, the Company determines the price volatility based on the historical volatilities of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the stock option grants. Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend payouts. The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future, so the Company used an expected dividend yield of zero . Determining the fair value of stock-based awards using a pricing model requires judgment. The Company’s use of the Black-Scholes option-pricing model requires the input of subjective assumptions such as the expected term of the award, the expected volatility of the price 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 valuation model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Due to the full valuation allowance provided on its net deferred tax assets, the Company has not recorded any tax benefit attributable to stock-based awards for the years ended December 31, 2018 and 2017 |
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 statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. A valuation allowance is used to reduce some or all of the deferred tax assets if, based upon the weight of available evidence, it is more likely than not that those deferred tax assets will not be realized. The Company has established a full valuation allowance to offset its domestic net deferred tax assets due to the uncertainty of realizing future tax benefits from the net operating loss carryforwards and other deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties accrued related to its uncertain tax positions in its income tax provision (benefit) in the consolidated statements of operations. |
Capital Stock | Capital Stock The Company has authorized capital stock of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. The Company has issued common stock, which is included in outstanding common stock on the Company's Consolidated Balance Sheets. The Company has not issued any shares of its preferred stock subsequent to the Company's IPO and does not have any preferred stock outstanding. The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient to effect any of the Company's contingent consideration liabilities and the conversion of all shares granted and available for grant under the Company’s stock award plans. The number of shares of the Company's stock reserved for these purposes at December 31, 2018 was 18,094,154 . |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common StockholdersBasic net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding. Diluted income (loss) per share attributable to common stockholders adjusts the basic weighted-average number of shares of common stock outstanding for the effect of potentially dilutive securities during the period. Potentially dilutive securities consist of stock options, restricted stock awards, restricted stock units, potential shares issued under the Company's Employee Stock Purchase Plan ("ESPP"), shares held in escrow and potential shares issuable as part of contingent consideration as a result of business combinations. For purposes of this calculation, potentially dilutive securities are excluded from the calculation of diluted net income (loss) per share if their effect is anti-dilutive. |
Comprehensive Income (Loss) | Comprehensive Income (Loss)Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income (loss), unrealized gains (losses) on investments and foreign currency translation adjustments. |
Restricted Cash | Cash, Cash Equivalents, and Marketable Securities The Company invests excess cash primarily in money market funds, corporate debt securities, and highly liquid debt instruments of the U.S. government and its agencies. The Company classifies investments held in money market funds as cash equivalents because the money market funds have weighted-average maturities at the date of purchase of less than 90 days. Investments held in U.S. government and agency bonds and corporate debt securities with stated maturities of less than one year are classified as short-term investments included in marketable securities and prepaid expenses and other current assets. Investments held in U.S. government and agency bonds and corporate debt securities with stated maturities of over a year are classified as long-term investments included in other assets, non-current on the Company’s consolidated balance sheets, as the Company does not expect to redeem or sell these securities within one year from the balance sheet date. The Company determines the appropriate classification of investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies and accounts for the Company’s marketable securities as available-for-sale, and as a result carries the securities at fair value and reports the unrealized gains and losses in the consolidated statements of comprehensive income (loss) and as a component of stockholders’ equity. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method, and the Company records such gains and losses as a component of other income, net on the Company’s consolidated statements of operations. Restricted Cash The Company classifies certain restricted cash balances within prepaid expenses and other current assets on the consolidated balance sheets based upon the term of the remaining restrictions. At December 31, 2018 and 2017 the Company had no |
Accounts Receivable Allowance for Doubtful Accounts | Accounts Receivable Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then-outstanding accounts receivable, while taking into consideration current 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 Company’s allowance for doubtful accounts was approximately $1.3 million and $0.5 million at December 31, 2018 and 2017 , respectively. During the years ended December 31, 2018 and 2017 , the Company wrote-off $0.6 million and $0.7 million |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets. The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful life or life of lease Computer equipment under capital leases Shorter of useful life or life of lease |
Internal Use Software Development Costs | Internal Use Software Development Costs The Company capitalizes certain internal use software development costs associated with creating and enhancing internally developed software related to the Company’s technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and external direct costs of materials and services consumed in developing or obtaining the software. Software development costs that do not meet the qualification for capitalization, as further discussed below, are expensed as incurred and recorded in technology and development expenses in the results of operations. Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post-configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal use when the planning stage is completed, management has authorized further funding for the completion of the project, and it is probable that the project will be completed and perform as intended. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. Internal use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. The straight-line recognition method approximates the manner in which the expected benefit will be derived. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of acquired developed technology, client relationships, and non-compete agreements resulting from business combinations, which are recorded at acquisition-date fair value, less accumulated amortization. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using a straight-line method, which approximates the pattern in which the economic benefits are consumed. The Company’s intangible assets are being amortized over their estimated useful lives as follows: Years Developed technology 3 to 5 Client relationships 2.5 to 3 Non-compete agreements 2 to 3 Other intangible assets 1 to 1.5 |
Impairment of Long-Lived Assets and including Internal Use Capitalized Software Costs | Impairment of Long-Lived Assets including Internal Use Capitalized Software CostsThe Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-business combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, expenses and taxes. The carrying value of acquired working capital assets and liabilities approximates its fair value, given the short-term nature of these assets and liabilities. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to impairment testing conducted annually during the fourth quarter or more frequently if events or changes in circumstances indicate that goodwill may be impaired. The Company adopted Accounting Standards Update ("ASU") 2017-04— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment during the first quarter of 2017. In accordance with the guidance, the Company has the option to first assess qualitative factors to determine whether or not it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment option is not elected, or if the qualitative assessment indicates that it is more likely than not that the fair value is less than its carrying amount, a quantitative analysis is then performed. The quantitative analysis, if performed, compares the estimated fair value of the Company with its respective carrying amount, including goodwill. If the estimated fair value of the Company exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired and no additional steps are necessary. If the fair value is less than the carrying amount, including goodwill, then an impairment adjustment must be recorded up to the carrying amount of goodwill. The Company operates as a single operating segment and has identified a single reporting unit. In the third quarter of 2017, the Company identified potential indications of impairment and performed a quantitative goodwill impairment assessment and determined that the fair value of the Company was less than the carrying value, including goodwill. As a result, the Company recorded a goodwill impairment charge of $90.3 million |
Operating and Capital Leases | Operating and Capital Leases The Company records rent expense for operating leases, some of which have escalating rent payments, on a straight-line basis over the lease term. The Company begins recognition of rent expense on the date of initial possession, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Some of the Company’s lease arrangements provide for concessions by the landlords, including payments for leasehold improvements and rent-free periods. The Company accounts for the difference between the straight-line rent expense and rent paid as a deferred rent liability. Assets and liabilities under capital lease are recorded at the lesser of present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are amortized using the straight-line method over the estimated useful lives of the assets. The Company has no capital leases at December 31, 2018 |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe carrying amounts of the Company's cash equivalents, accounts receivable, accounts payable, accrued expenses, and seller payables approximate fair value due to the short-term nature of these instruments. Certain assets of the Company are recorded at their fair value, using the fair value hierarchy, on a recurring basis, and other assets and liabilities, including goodwill and intangible assets are 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 (see Note 5). |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash and accounts receivable. Cash and cash equivalents maintained with financial institutions exceed applicable federally insured limits. Accounts receivable include amounts due from buyers with principal operations primarily in the United States. The Company performs ongoing credit evaluations of its buyers. At December 31, 2018 , two buyers accounted for 21% and 13% , respectively, of consolidated accounts receivable. At December 31, 2017 , two buyers accounted for 20% and 15% , respectively, of accounts receivable. The Company recognizes revenue from its contracts with sellers, and no seller of advertising inventory comprised 10% or more of revenue in 2018 or 2017. At December 31, 2018 and 2017 , no seller of advertising inventory comprised 10% |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and TranslationTransactions in foreign currencies are translated into the functional currency of the applicable entity at the rates of exchange in effect at the date of the transaction. Foreign exchange gains or losses were included in foreign exchange (gain) loss, net in the accompanying consolidated statements of operations. To the extent that the functional currency is different than the U.S Dollar, the financial statements have then been translated into U.S. Dollars using period-end exchange rates for assets and liabilities and average exchanges rates for the results of operations. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) on the consolidated balance sheet. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2018, the Company adopted the following accounting pronouncements, using a prospective adoption method, which did not have an impact on the Company's consolidated financial statements and did not result in any significant policy changes: • Accounting Standards Update ("ASU") 2017-01— Business Combinations (Topic 805): Clarifying the Definition of a Business ; and • ASU 2017-09— Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The Company has also adopted ASU 2016-15— Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, although the retrospective adoption method did not have an impact on periods presented. The Company will apply this guidance to applicable future transactions. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act, or the JOBS Act, the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02— Leases (Topic 842) ("ASU 2016-02"), which requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. ASU 2016-02 required a modified retrospective adoption approach, however subsequent guidance (discussed below) provides an additional option for adoption approach. In July 2018, the FASB issued ASU 2018-11— Leases (Topic 842): Targeted Improvements ("ASU 2018-11"), which updates some of the implementation requirements under Accounting Standards Codification Topic 842 on leases. ASU 2018-11 provides for an additional adoption approach that was not previously included in ASU 2016-02 that allows for a prospective application. This guidance eliminates the requirement to present prior year comparative lease disclosures once ASU 2016-02 is adopted, and must be adopted concurrently with ASU 2016-02. The Company plans to apply the adoption method made available by ASU 2018-11. Although the Company is evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements, the Company expects that most of its operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon adoption of the new guidance. The adoption date of this guidance is January 1, 2019 in accordance with ASU 2018-11 and prior periods will not be adjusted. The Company continues to implement changes to its systems, processes and controls, in conjunction with its review of existing lease agreements. The Company’s leases primarily include, real estate leases (office space), equipment leases, and data center leases. The adoption of the new accounting guidance will have a material, although largely offsetting, impact on its consolidated balance sheet in future periods, with increases to both its total assets and total liabilities by establishing right-of-use assets and lease liabilities, respectively. The adoption of this guidance will not have a material impact to the Company's consolidated statements of operations and the Company does not expect it to have any impact on its total cash flows from operating, investing or financing activities. In August 2018, the FASB issued ASU 2018-13— Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), to streamline the disclosure requirements of ASC Topic 820—Fair Value Measurement. ASU 2018 removes certain disclosure requirements, including the valuation process for Level 3 fair value measurements, and adds certain quantitative disclosures around Level 3 fair value measurements. This ASU is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, with early adoption permitted. The provisions of ASU 2018-13 are required to be adopted retrospectively, with the exception of disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 measurements, which can be adopted prospectively. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15— Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 was issued to clarify the requirements of ASC 350-40— Intangibles—Goodwill and Other—Internal-Use Software ("ASC 350-40"). The ASU clarifies that implementation, setup and other upfront costs related to cloud hosting agreements should be accounted for under ASC 350-40. This ASU is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period, with early adoption permitted. ASU 2018-15 can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements. In December 2018, the FASB issued ASU 2018-20— Leases (Topic 842): Narrow-Scope Improvements for Lessors ("ASU 2018-20"). ASU 2018-20 was issued to clarify the requirements for lessors under ASC 842— Leases |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the basic and diluted net loss per share: Year Ended December 31, 2018 December 31, 2017 (in thousands, except per share data) Basic and Diluted EPS: Net loss $ (61,822 ) $ (154,783 ) Weighted-average common shares outstanding 50,602 49,720 Weighted-average unvested restricted shares (343 ) (851 ) Weighted-average common shares outstanding used to compute net loss per share 50,259 48,869 Basic and diluted net loss per share $ (1.23 ) $ (3.17 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average shares have been excluded from the calculation of diluted net loss per share attributable to common stockholders for each period presented because they are anti-dilutive: Year Ended December 31, 2018 December 31, 2017 (in thousands) Options to purchase common stock 128 120 Unvested restricted stock awards 218 297 Unvested restricted stock units 2,029 556 ESPP 55 50 Total shares excluded from net loss per share 2,430 1,023 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful life or life of lease Computer equipment under capital leases Shorter of useful life or life of lease December 31, 2018 December 31, 2017 (in thousands) Purchased software $ 1,254 $ 1,985 Computer equipment and network hardware 98,884 90,695 Furniture, fixtures and office equipment 1,973 2,165 Leasehold improvements 2,571 3,325 Gross property and equipment 104,682 98,170 Accumulated depreciation (71,195 ) (50,777 ) Net property and equipment $ 33,487 $ 47,393 December 31, 2018 December 31, 2017 (in thousands) United States $ 24,928 $ 37,566 International 8,559 9,827 Total $ 33,487 $ 47,393 |
Finite-lived Intangible Assets Amortization | The Company’s intangible assets are being amortized over their estimated useful lives as follows: Years Developed technology 3 to 5 Client relationships 2.5 to 3 Non-compete agreements 2 to 3 Other intangible assets 1 to 1.5 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenue by channel for the years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 December 31, 2017 (in thousands, except percentages) Channel: Desktop $ 59,039 47 % $ 84,327 54 % Mobile 65,646 53 71,218 46 Total $ 124,685 100 % $ 155,545 100 % The following table presents our revenue disaggregated by geographic location, based on the location of the Company's sellers: Year Ended December 31, 2018 December 31, 2017 (in thousands) United States $ 83,020 $ 95,567 International 41,665 59,978 Total $ 124,685 $ 155,545 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2018 : Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 13,692 $ 13,692 $ — $ — U.S. Treasury, government and agency debt securities $ 7,524 $ 7,524 $ — $ — The table below sets forth a summary of financial instruments that are measured at fair value on a recurring basis at December 31, 2017 : Total Quoted Prices in Significant Other Significant (in thousands) Cash equivalents $ 1,807 $ 210 $ 1,597 $ — Corporate debt securities $ 25,098 $ — $ 25,098 $ — U.S. Treasury, government and agency debt securities $ 29,901 $ 29,901 $ — $ — |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Fair Value Disclosure [Abstract] | |
Investments in Marketable Securities | Investments in marketable securities as of December 31, 2018 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale—short-term: U.S. Treasury, government and agency debt securities $ 7,526 $ — $ (2 ) $ 7,524 The Company's available-for-sale securities had a weighted remaining contractual maturity of 0.1 years as of December 31, 2018 . During the year ended December 31, 2018 , the Company sold $9.2 million of available-for-sale investments, on which the realized gains were de minimis and there were no unrealized holding gains (losses) reclassified out of accumulated other comprehensive loss into the consolidated statements of operations. The Company had no sales of available-for-sale investments in 2017. As of December 31, 2018 , all of the Company's marketable securities had contractual maturities of less than one year. Investments in marketable securities as of December 31, 2017 consisted of the following: Amortized Gross Gross Fair (in thousands) Available-for-sale—short-term: U.S. Treasury, government and agency debt securities $ 27,426 $ — $ (20 ) $ 27,406 Corporate debt securities 25,098 — — 25,098 Total $ 52,524 $ — $ (20 ) $ 52,504 Available-for-sale—long-term: U.S. Treasury, government and agency debt securities $ 2,504 $ — $ (9 ) $ 2,495 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Years Computer equipment and network hardware 3 Furniture, fixtures and office equipment 5 to 7 Leasehold improvements Shorter of useful life or life of lease Computer equipment under capital leases Shorter of useful life or life of lease December 31, 2018 December 31, 2017 (in thousands) Purchased software $ 1,254 $ 1,985 Computer equipment and network hardware 98,884 90,695 Furniture, fixtures and office equipment 1,973 2,165 Leasehold improvements 2,571 3,325 Gross property and equipment 104,682 98,170 Accumulated depreciation (71,195 ) (50,777 ) Net property and equipment $ 33,487 $ 47,393 December 31, 2018 December 31, 2017 (in thousands) United States $ 24,928 $ 37,566 International 8,559 9,827 Total $ 33,487 $ 47,393 |
Internal Use Software Develop_2
Internal Use Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Schedule Of Internal Use Software Costs | Internal use software development costs were as follows: December 31, 2018 December 31, 2017 (in thousands) Internal use software development costs, gross 41,882 $ 33,414 Accumulated amortization (27,312 ) (20,680 ) Internal use software development costs, net $ 14,570 $ 12,734 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The Company no longer had a goodwill balance following the goodwill impairment. Activity of the Company’s goodwill for the year ended December 31, 2017 was as follows: December 31, 2017 (in thousands) Beginning balance $ 65,705 Additions from the acquisition of nToggle (See Note 10) 24,546 Impairment of goodwill (90,251 ) Ending balance $ — |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets as of December 31, 2018 and 2017 included the following: December 31, 2018 December 31, 2017 (in thousands) Amortizable intangible assets: Developed technology $ 16,878 $ 16,878 Non-compete agreements 690 690 Trademarks 20 20 Total identifiable intangible assets, gross 17,588 17,588 Accumulated amortization—intangible assets: Developed technology (6,888 ) (4,062 ) Non-compete agreements (506 ) (161 ) Trademarks (20 ) (6 ) Total accumulated amortization—intangible assets (7,414 ) (4,229 ) Total identifiable intangible assets, net $ 10,174 $ 13,359 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated remaining amortization expense associated with the Company's intangible assets was as follows as of December 31, 2018 : Fiscal Year Amount (in thousands) 2019 $ 3,010 2020 2,826 2021 2,826 2022 1,512 2023 — Thereafter — Total $ 10,174 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The major classes of assets and liabilities to which the Company allocated the purchase price were as follows as of the acquisition date: Amount (in thousands) Cash and cash equivalents $ 1,953 Accounts receivable 256 Prepaid and other assets 18 Fixed assets 763 Other non-current assets 82 Intangible assets 14,840 Goodwill 24,546 Total assets acquired 42,458 Accounts payable and accrued expenses 78 Deferred revenue 91 Deferred tax liability, net 1,719 Total liabilities assumed 1,888 Total net assets acquired $ 40,570 |
Schedule of Finite-lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the components of the acquired intangible assets and estimated useful lives (in thousands, except for estimated useful life): December 31, 2017 Estimated Useful Life Developed technology $ 14,130 5 years Non-compete agreements 690 2 years Trademark & trade name 20 1.5 years Total intangible assets acquired $ 14,840 |
Business Acquisition, Pro Forma Information | The following table provides unaudited condensed pro forma information to give effect to the nToggle acquisition as if it had occurred on January 1, 2017. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed. The pro forma results do not include any anticipated cost synergies or other effects of the integration of nToggle. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the date indicated, nor are they indicative of the actual or future operating results of the combined company. Year Ended December 31, 2017 (in thousands) Pro forma revenues $ 156,480 Pro forma net loss $ (158,443 ) Pro forma net loss per share, basic $ (3.24 ) Pro forma net loss per share, diluted $ (3.24 ) |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses included the following: December 31, 2018 December 31, 2017 (in thousands) Accounts payable—seller $ 230,423 $ 203,694 Accounts payable—trade 3,122 3,764 Accrued employee-related payables 6,133 6,645 Total $ 239,678 $ 214,103 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) were as follows (in thousands): Unrealized Gain (Loss) on Investments, net of tax Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2016 $ (1 ) $ (272 ) $ (273 ) Other comprehensive income (loss) (28 ) 342 314 Balance at December 31, 2017 (29 ) 70 41 Other comprehensive income (loss) 27 (327 ) (300 ) Balance at December 31, 2018 $ (2 ) $ (257 ) $ (259 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of stock option activity for the year ended December 31, 2018 is as follows: Shares Under Option Weighted- Average Exercise Price Weighted- Average Contractual Life Aggregate Intrinsic Value (in thousands) (in thousands) Outstanding at December 31, 2017 4,363 $ 8.75 Granted 706 $ 2.09 Exercised (50 ) $ 0.91 Expired (1,438 ) $ 10.17 Forfeited (93 ) $ 3.83 Outstanding at December 31, 2018 3,488 $ 7.06 7.09 years $ 2,354 Exercisable at December 31, 2018 2,114 $ 9.29 6.07 years $ 765 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The weighted-average input assumptions used by the Company were as follows: Year Ended December 31, 2018 December 31, 2017 Expected term (in years) 6.0 5.8 Risk-free interest rate 2.67 % 2.03 % Expected volatility 57 % 57 % Dividend yield — % — % |
Nonvested Restricted Stock Shares Activity | A summary of restricted stock activity for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested shares of restricted stock outstanding at December 31, 2017 558 $ 12.60 Granted — $ — Canceled (156 ) $ 13.82 Vested (205 ) $ 12.19 Nonvested shares of restricted stock outstanding at December 31, 2018 197 $ 12.06 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of restricted stock unit activity for the year ended December 31, 2018 is as follows: Number of Shares Weighted-Average Grant Date Fair Value (in thousands) Nonvested restricted stock units outstanding at December 31, 2017 3,609 $ 7.55 Granted 4,976 $ 2.30 Canceled (1,118 ) $ 5.32 Vested (1,367 ) $ 8.06 Nonvested restricted stock units outstanding at December 31, 2018 6,100 $ 3.56 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs for all Plans | Total stock-based compensation expense recorded in the consolidated statements of operations was as follows: Year Ended December 31, 2018 December 31, 2017 (in thousands) Cost of revenue $ 321 $ 404 Sales and marketing 4,557 4,582 Technology and development 2,867 4,034 General and administrative 8,139 9,924 Restructuring and other exit costs 398 1,560 Total stock-based compensation expense $ 16,282 $ 20,504 |
Restructuring and Other Exit _2
Restructuring and Other Exit Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Other Exit Costs | Accrued restructuring and other exit costs at December 31, 2017 $ — Restructuring and other exit costs 3,440 Cash paid for restructuring and other exit costs (2,975 ) Non-cash stock-based compensation for restructuring and other exit costs (398 ) Accrued restructuring and other exit costs at December 31, 2018 $ 67 December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 December 31, 2017 Employee termination costs $ 3,440 $ 5,753 Facility closing costs — 206 Total restructuring and other exit costs $ 3,440 $ 5,959 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The following are the domestic and foreign components of the Company’s income (loss) before income taxes for the years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 December 31, 2017 (in thousands) Domestic $ (62,292 ) $ (104,750 ) International 827 (51,795 ) Loss before income taxes $ (61,465 ) $ (156,545 ) |
Schedule of Components of Income Tax Expense (Benefit) | The following are the components of the provision (benefit) for income taxes for the years ended December 31, 2018 and 2017 : Year Ended December 31, 2018 December 31, 2017 (in thousands) Current: Federal $ (23 ) $ (140 ) State 41 78 Foreign 388 (250 ) Total current provision 406 (312 ) Deferred: Federal — (1,877 ) State 2 288 Foreign (51 ) 139 Total deferred benefit (49 ) (1,450 ) Total provision (benefit) for income taxes $ 357 $ (1,762 ) |
Schedule of Effective Income Tax Rate Reconciliation | Set forth below is a reconciliation of the components that caused the Company’s provision (benefit) for income taxes to differ from amounts computed by applying the U.S. Federal statutory rate of 21% for the year ended December 31, 2018 and 34% for the year ended December 31, 2017 : Year Ended December 31, 2018 December 31, 2017 U.S. federal statutory income tax rate 21.0 % 34.0 % State income taxes, net of federal benefit (0.1 )% — % Foreign income (loss) at other than U.S. rates — % 0.2 % Stock-based compensation expense (5.3 )% (3.8 )% Meals and entertainment (0.4 )% (0.1 )% Goodwill impairment — % (19.0 )% Research and development tax credits — % 0.8 % Debt cancellation (1.2 )% — % Worthless stock — % 31.7 % Other permanent items (0.5 )% (0.5 )% Change in valuation allowance (14.1 )% (22.0 )% Tax rate change; U.S. tax reform — % (20.2 )% Effective income tax rate (0.6 )% 1.1 % |
Schedule of Deferred Tax Assets and Liabilities | Set forth below are the tax effects of temporary differences that give rise to a significant portion of the deferred tax assets and deferred tax liabilities as of December 31, 2018 and 2017 : December 31, 2018 December 31, 2017 (in thousands) Deferred Tax Assets: Accrued liabilities $ 916 $ 2,648 Stock-based compensation 2,623 3,685 Net operating loss carryovers 76,098 65,648 Tax credit carryovers 13,206 13,494 Other 1,053 1,502 Total deferred tax assets 93,896 86,977 Less valuation allowance (90,959 ) (81,767 ) Deferred tax assets, net of valuation allowance 2,937 5,210 Deferred Tax Liabilities: Fixed assets (2,352 ) (3,864 ) Intangible assets (152 ) (955 ) Other — — Total deferred tax liabilities (2,504 ) (4,819 ) Net deferred tax assets (liability) $ 433 $ 391 |
Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward | The following table summarizes the activity related to the unrecognized tax benefits (in thousands): Amount (in thousands) Balance as of December 31, 2016 $ 5,027 Increases related to 2017 tax positions 619 Decreases related to prior year tax positions — Balance as of December 31, 2017 5,646 Increases related to current year tax positions — Decreases related to current year tax positions — Decreases related to prior year tax positions (929 ) Balance as of December 31, 2018 $ 4,717 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The following table summarizes the Company's future minimum lease payments under non-cancelable operating leases and related sublease income at December 31, 2018 : 2019 2020 2021 2022 2023 Total (in thousands) Operating lease expense $ 6,773 $ 3,880 $ 1,734 $ 1,019 $ 597 $ 14,003 Operating sublease income (285 ) (194 ) (194 ) (194 ) (145 ) (1,012 ) Total $ 6,488 $ 3,686 $ 1,540 $ 825 $ 452 $ 12,991 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | The results of historical periods are not necessarily indicative of the results for any future period. Three Months Ended Mar. 31, 2017 June 30, 2017 Sept. 30, 2017 Dec. 31, 2017 Mar. 31, 2018 June 30, 2018 Sept. 30, 2018 Dec. 31, 2018 (in thousands, except per share amounts) Revenue $ 46,015 $ 42,922 $ 35,211 $ 31,397 $ 24,876 $ 28,648 $ 29,729 $ 41,432 Expenses: Cost of revenue 14,688 13,698 12,985 15,465 14,783 15,044 14,687 15,489 Sales and marketing 14,628 12,529 12,503 12,134 12,257 11,135 10,654 10,510 Technology and development 12,753 12,044 11,580 11,123 10,494 9,245 9,299 8,825 General and administrative 15,080 14,355 13,644 12,517 12,544 11,441 9,355 9,091 Restructuring and other exit costs 4,338 1,621 — — 2,466 974 — — Impairment of intangible assets and internally developed software — — — 4,585 — — — — Impairment of goodwill — — 90,251 — — — — — Total expenses 61,487 54,247 140,963 55,824 52,544 47,839 43,995 43,915 Loss from operations (15,472 ) (11,325 ) (105,752 ) (24,427 ) (27,668 ) (19,191 ) (14,266 ) (2,483 ) Other (income) expense, net (7 ) 84 (150 ) (358 ) 73 (1,281 ) (558 ) (377 ) Loss before income taxes (15,465 ) (11,409 ) (105,602 ) (24,069 ) (27,741 ) (17,910 ) (13,708 ) (2,106 ) Provision (benefit) for income taxes 375 146 (2,031 ) (252 ) 75 74 84 124 Net loss $ (15,840 ) $ (11,555 ) $ (103,571 ) $ (23,817 ) $ (27,816 ) $ (17,984 ) $ (13,792 ) $ (2,230 ) Net loss per share: Basic and diluted $ (0.33 ) $ (0.24 ) $ (2.11 ) $ (0.48 ) $ (0.56 ) $ (0.36 ) $ (0.27 ) $ (0.04 ) Weighted-average shares used to compute net loss per share: Basic and diluted 48,332 48,783 49,055 49,293 49,692 50,071 50,513 50,746 |
Net Income (Loss) Per Share (Ba
Net Income (Loss) Per Share (Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic and Diluted EPS: | ||||||||||
Net loss | $ (2,230) | $ (13,792) | $ (17,984) | $ (27,816) | $ (23,817) | $ (103,571) | $ (11,555) | $ (15,840) | $ (61,822) | $ (154,783) |
Weighted-average common shares outstanding | 50,602 | 49,720 | ||||||||
Weighted-average unvested restricted shares | (343) | (851) | ||||||||
Weighted-average common shares outstanding used to compute net loss per share | 50,746 | 50,513 | 50,071 | 49,692 | 49,293 | 49,055 | 48,783 | 48,332 | 50,259 | 48,869 |
Basic and diluted net loss per share | $ (0.04) | $ (0.27) | $ (0.36) | $ (0.56) | $ (0.48) | $ (2.11) | $ (0.24) | $ (0.33) | $ (1.23) | $ (3.17) |
Net Income (Loss) Per Share (Sh
Net Income (Loss) Per Share (Shares Excluded and Included in Calculation of Diluted Earnings Per Share) (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net income (loss) per share (in shares) | 2,430 | 1,023 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net income (loss) per share (in shares) | 128 | 120 |
Unvested restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net income (loss) per share (in shares) | 218 | 297 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net income (loss) per share (in shares) | 2,029 | 556 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares excluded from net income (loss) per share (in shares) | 55 | 50 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segmentshares | Dec. 31, 2017USD ($)shares | |
Concentration Risk [Line Items] | ||||||||||
Number of Operating Segments | segment | 1 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 4 years | |||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||
Common Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 18,094,154 | 18,094,154 | ||||||||
Allowance for Doubtful Accounts Receivable | $ | $ 1,300 | $ 500 | $ 1,300 | $ 500 | ||||||
Allowance for Doubtful Accounts Receivable, Write-offs | $ | 600 | 700 | ||||||||
Impairment of goodwill | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 90,251 | $ 0 | $ 0 | $ 0 | $ 90,251 |
Customer One | Customer concentration risk, accounts receivable | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Concentration risk, percentage | 21.00% | 20.00% | ||||||||
Customer Two | Customer concentration risk, accounts receivable | ||||||||||
Concentration Risk [Line Items] | ||||||||||
Concentration risk, percentage | 13.00% | 15.00% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 90,251 | $ 0 | $ 0 | $ 0 | $ 90,251 |
Computer equipment and network hardware | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||
Furniture, fixtures and office equipment | Minimum | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Furniture, fixtures and office equipment | Maximum | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 7 years |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Minimum | Client relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years 6 months |
Minimum | Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum | Other intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Maximum | Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Maximum | Client relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum | Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum | Other intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year 6 months |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 41,432 | $ 29,729 | $ 28,648 | $ 24,876 | $ 31,397 | $ 35,211 | $ 42,922 | $ 46,015 | $ 124,685 | $ 155,545 |
Payment terms | 75 days | |||||||||
Intent Marketing Solution | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 1,300 |
Revenues (Revenue Disaggregated
Revenues (Revenue Disaggregated by Sales Distribution Channel) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Revenues | $ 41,432 | $ 29,729 | $ 28,648 | $ 24,876 | $ 31,397 | $ 35,211 | $ 42,922 | $ 46,015 | $ 124,685 | $ 155,545 |
Revenues, percent | 100.00% | 100.00% | ||||||||
Desktop | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenues | $ 59,039 | $ 84,327 | ||||||||
Revenues, percent | 47.00% | 54.00% | ||||||||
Mobile | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenues | $ 65,646 | $ 71,218 | ||||||||
Revenues, percent | 53.00% | 46.00% |
Revenues (Revenue Disaggregat_2
Revenues (Revenue Disaggregated by Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 41,432 | $ 29,729 | $ 28,648 | $ 24,876 | $ 31,397 | $ 35,211 | $ 42,922 | $ 46,015 | $ 124,685 | $ 155,545 |
United States | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 83,020 | 95,567 | ||||||||
International | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 41,665 | $ 59,978 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Instruments) (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 13,692 | $ 1,807 |
Cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,692 | 210 |
Cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 1,597 |
Cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 25,098 | |
Corporate debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | |
Corporate debt securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 25,098 | |
Corporate debt securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | |
U.S. Treasury, government and agency debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 7,524 | 29,901 |
U.S. Treasury, government and agency debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 7,524 | 29,901 |
U.S. Treasury, government and agency debt securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | 0 | 0 |
U.S. Treasury, government and agency debt securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale Securities | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
EBITDA multiple used for fair value | 2 | ||||||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 90,251 | $ 0 | $ 0 | $ 0 | $ 90,251 | |
Goodwill | 0 | 0 | $ 65,705 | ||||||||
Impairment of intangible assets and internal use software | 0 | $ 0 | $ 0 | $ 0 | 4,585 | $ 0 | $ 0 | $ 0 | 0 | 4,585 | |
Cash equivalents | Recurring | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Cash equivalents | $ 13,692 | $ 1,807 | $ 13,692 | $ 1,807 | |||||||
Income Approach Valuation Technique [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair Value Inputs, Discount Rate | 16.20% | ||||||||||
Market Approach Valuation Technique [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Fair Value Inputs, Control Premium | 15.00% | ||||||||||
Finite-Lived Intangible Assets [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Impairment of intangible assets and internal use software | $ 3,500 | $ 3,500 | |||||||||
Software Development [Member] | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Impairment of intangible assets and internal use software | $ 1,100 |
Investments - Investments in Ma
Investments - Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Available-for-sale—short-term | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 52,524 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (20) | |
Fair Value | 52,504 | |
Available-for-sale—short-term | U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 7,526 | 27,426 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (2) | (20) |
Fair Value | $ 7,524 | 27,406 |
Available-for-sale—short-term | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 25,098 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 25,098 | |
Available-for-sale — long-term | U.S. Treasury, government and agency debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,504 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (9) | |
Fair Value | $ 2,495 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investments, Fair Value Disclosure [Abstract] | ||
Weighted remaining contractual maturity | 1 month 6 days | |
Sales of available-for-sale securities | $ 9,228,000 | $ 0 |
Unrealized gain (loss) | 0 | |
Realized gain (loss) | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 104,682 | $ 98,170 |
Accumulated depreciation | (71,195) | (50,777) |
Property and equipment, net | 33,487 | 47,393 |
Purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,254 | 1,985 |
Computer equipment and network hardware | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 98,884 | 90,695 |
Furniture, fixtures and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,973 | 2,165 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 2,571 | 3,325 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 24,928 | 37,566 |
International | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 8,559 | $ 9,827 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense on property and equipment | $ 25,000,000 | $ 20,300,000 |
Impairment of long-lived assets | 0 | 0 |
Property and equipment under capital leases | $ 0 | $ 0 |
Internal Use Software Develop_3
Internal Use Software Development Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Research and Development [Abstract] | ||
Internal use software development costs, gross | $ 41,882 | $ 33,414 |
Accumulated amortization | (27,312) | (20,680) |
Internal use software development costs, net | $ 14,570 | $ 12,734 |
Internal Use Software Develop_4
Internal Use Software Development Costs (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Research and Development [Abstract] | |||
Capitalized computer software, additions | $ 9 | $ 8.4 | |
Capitalized computer software, amortization | 7.2 | 11.1 | |
Internal use software development costs, write-offs | 0.5 | $ 1.6 | |
Estimated amortization expense, 2019 | 7 | ||
Estimated amortization expense, 2020 | 5.1 | ||
Estimated amortization expense, 2021 | 2.5 | ||
Capitalized computer software, impairments | $ 1.1 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Net Asset Carrying Value Prior to Impairment | $ 274,400 | |||||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 90,251 | $ 0 | $ 0 | $ 0 | $ 90,251 |
Amortization expense of intangible assets | 3,200 | 4,800 | ||||||||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 | 4,585 | $ 0 | $ 0 | $ 0 | $ 0 | 4,585 |
Finite-Lived Intangible Assets [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Impairment of intangible assets | $ 3,500 | $ 3,500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | $ 17,588 | $ 17,588 |
Total accumulated amortization—intangible assets | (7,414) | (4,229) |
Total | 10,174 | 13,359 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 16,878 | 16,878 |
Total accumulated amortization—intangible assets | (6,888) | (4,062) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 690 | 690 |
Total accumulated amortization—intangible assets | (506) | (161) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable intangible assets, gross | 20 | 20 |
Total accumulated amortization—intangible assets | $ (20) | $ (6) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 3,010 | |
2,020 | 2,826 | |
2,021 | 2,826 | |
2,022 | 1,512 | |
2,023 | 0 | |
Thereafter | 0 | |
Total | $ 10,174 | $ 13,359 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Goodwill Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||||||||||
Goodwill, Beginning balance | $ 0 | $ 65,705 | $ 0 | $ 65,705 | ||||||
Goodwill, Acquired During Period | 24,546 | |||||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (90,251) | $ 0 | $ 0 | $ 0 | (90,251) |
Goodwill, Ending balance | $ 0 | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Jul. 14, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ 38,610 | |||||||||
Business Combination, Acquisition Related Costs | 300 | ||||||||||
Business Combination, Net Operating Loss Acquired | 9,300 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 5,500 | ||||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 3,800 | ||||||||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 90,251 | $ 0 | $ 0 | $ 0 | $ 90,251 | |
nToggle | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 38,600 | ||||||||||
Business Combination, Consideration Transferred | 40,600 | ||||||||||
Cash Acquired from Acquisition | $ (2,000) | ||||||||||
Business Combination, In-The-Money Options Assumed | 432,482 | ||||||||||
Business Combination, Restricted Stock Assumed | 77,499 | ||||||||||
Equity interest issued, number of shares | 174,117 |
Business Combinations - Allocat
Business Combinations - Allocation of Total Purchase Considerations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 14, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | $ 65,705 | |
nToggle | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 1,953 | ||
Accounts receivable | 256 | ||
Prepaid and other assets | 18 | ||
Fixed assets | 763 | ||
Other non-current assets | 82 | ||
Intangible assets | 14,840 | ||
Goodwill | 24,546 | ||
Total assets acquired | 42,458 | ||
Accounts payable and accrued expenses | 78 | ||
Deferred revenue | 91 | ||
Deferred tax liability, net | 1,719 | ||
Total liabilities assumed | 1,888 | ||
Total net assets acquired | $ 40,570 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets and Estimated Useful Lives (Details) - nToggle $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 14,840 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 14,130 |
Estimated Useful Life | 5 years |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 690 |
Estimated Useful Life | 2 years |
Trademark & trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 20 |
Estimated Useful Life | 1 year 6 months |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - nToggle $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ | $ 156,480 |
Pro forma net loss | $ | $ (158,443) |
Pro forma net loss per share, basic (in usd per share) | $ / shares | $ (3.24) |
Pro forma net loss per share, diluted (in usd per share) | $ / shares | $ (3.24) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable—seller | $ 230,423 | $ 203,694 |
Accounts payable—trade | 3,122 | 3,764 |
Accrued employee-related payables | 6,133 | 6,645 |
Accounts payable and accrued expenses | $ 239,678 | $ 214,103 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | $ 164,611 | $ 299,513 |
Unrealized gain (loss) on investments | 27 | (28) |
Foreign currency translation adjustments | (327) | 342 |
Other comprehensive income (loss) | (300) | 314 |
Ending Balance | 118,013 | 164,611 |
Unrealized Gain (Loss) on Investments, net of tax | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | (29) | (1) |
Ending Balance | (2) | (29) |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | 70 | (272) |
Ending Balance | (257) | 70 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning Balance | 41 | (273) |
Other comprehensive income (loss) | (300) | 314 |
Ending Balance | $ (259) | $ 41 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Number of Shares | |
Evergreen Annual % Increase | 5.00% |
Equity plans other than ESPP | |
Number of Shares | |
Number of shares available for grant | 6,701,872 |
Stock Option | |
Number of Shares | |
Vesting period | 4 years |
Award vesting rights, percentage | 25.00% |
Restricted awards | |
Number of Shares | |
Award vesting rights, percentage | 25.00% |
Two Year RSUs [Member] | Unvested restricted stock units | |
Number of Shares | |
Award vesting rights, percentage | 50.00% |
RSUs granted | 2,800,000 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options Outstanding) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 4,363 |
Granted (in shares) | shares | 706 |
Exercised (in shares) | shares | (50) |
Expired (in shares) | shares | (1,438) |
Forfeited (in shares) | shares | (93) |
Ending balance (in shares) | shares | 3,488 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance (usd per share) | $ / shares | $ 8.75 |
Granted (usd per share) | $ / shares | 2.09 |
Exercised (usd per share) | $ / shares | 0.91 |
Expired (usd per share) | $ / shares | 10.17 |
Forfeited (usd per share) | $ / shares | 3.83 |
Ending balance (usd per share) | $ / shares | $ 7.06 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Outstanding | 7 years 1 month 2 days |
Outstanding, aggregate intrinsic value | $ | $ 2,354 |
Exercisable (in shares) | shares | 2,114 |
Exercisable (usd per share) | $ / shares | $ 9.29 |
Exercisable | 6 years 25 days |
Exercisable, aggregate intrinsic value | $ | $ 765 |
Stock-Based Compensation (Sto_2
Stock-Based Compensation (Stock Options Narrative) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Number of Shares | |
Intrinsic values of options exercised | $ 0.1 |
Unrecognized employee stock-based compensation | $ 3.2 |
Weighted average grant date fair value | $ / shares | $ 1.15 |
Fair value of options vested in period | $ 3.3 |
Stock Option | |
Number of Shares | |
Unrecognized employee stock-based compensation, period for recognition | 2 years 6 months |
Stock-Based Compensation (Valua
Stock-Based Compensation (Valuation Assumptions) (Details) - Stock Option | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Expected term (in years) | 6 years | 5 years 9 months 18 days |
Risk-free interest rate | 2.67% | 2.03% |
Expected volatility | 57.00% | 57.00% |
Dividend yield | 0.00% | 0.00% |
Stock-Based Compensation (Restr
Stock-Based Compensation (Restricted Stock Activity) (Details) - Restricted Stock Awards shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Shares | |
Beginning balance | shares | 558 |
Granted | shares | 0 |
Canceled | shares | (156) |
Vested | shares | (205) |
Ending balance | shares | 197 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 12.60 |
Granted (in dollars per share) | $ / shares | 0 |
Canceled (in dollars per share) | $ / shares | 13.82 |
Vested (in dollars per share) | $ / shares | 12.19 |
Ending balance (in dollars per share) | $ / shares | $ 12.06 |
Stock-Based Compensation (Res_2
Stock-Based Compensation (Restricted Stock Narrative) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Unvested restricted stock awards | |
Number of Shares | |
Fair value of restricted stock | $ 0.6 |
Unrecognized employee stock-based compensation | $ 0.9 |
Unrecognized employee stock-based compensation, period for recognition | 1 year 1 month 6 days |
Granted (in dollars per share) | $ / shares | $ 0 |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Fair value of restricted stock | $ 4.3 |
Unrecognized employee stock-based compensation | $ 17.3 |
Unrecognized employee stock-based compensation, period for recognition | 2 years 1 month 6 days |
Granted (in dollars per share) | $ / shares | $ 2.30 |
Intrinsic value of nonvested unit | $ 22.8 |
Stock-Based Compensation (Res_3
Stock-Based Compensation (Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Shares | |
Beginning balance | shares | 3,609 |
Granted | shares | 4,976 |
Canceled | shares | (1,118) |
Vested | shares | (1,367) |
Ending balance | shares | 6,100 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 7.55 |
Granted (in dollars per share) | $ / shares | 2.30 |
Canceled (in dollars per share) | $ / shares | 5.32 |
Vested (in dollars per share) | $ / shares | 8.06 |
Ending balance (in dollars per share) | $ / shares | $ 3.56 |
Stock-Based Compensation (Emplo
Stock-Based Compensation (Employee Stock Purchase Plan Narrative) (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Number of Shares | |
Number of shares reserved | 18,094,154 |
Evergreen Annual % Increase | 5.00% |
Employee Stock | |
Number of Shares | |
Evergreen Annual % Increase | 1.00% |
2014 Employee Stock Purchase Plan | Employee Stock | |
Number of Shares | |
Maximum employee subscription rate | 10.00% |
Purchase price of common stock, percent | 85.00% |
Number of shares available for grant | 1,607,646 |
Stock-Based Compensation (Expen
Stock-Based Compensation (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 16,282 | $ 20,504 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 321 | 404 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 4,557 | 4,582 |
Technology and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,867 | 4,034 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 8,139 | 9,924 |
Restructuring and other exit costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 398 | $ 1,560 |
Restructuring and Other Exit _3
Restructuring and Other Exit Costs - Schedule of Restructuring and Other Exit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||||||||||
Restructuring and other exit costs | $ 0 | $ (974) | $ (2,466) | $ 0 | $ 0 | $ (1,621) | $ (4,338) | $ (3,440) | $ (5,959) | |
Severance costs | 3,440 | 5,753 | ||||||||
Business exit costs | 0 | 206 | ||||||||
The 2018 Restructuring Events | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Accrued restructuring and other exit costs at December 31, 2017 | 0 | 0 | ||||||||
Restructuring and other exit costs | $ 0 | (3,440) | ||||||||
Cash paid for restructuring and other exit costs | (2,975) | |||||||||
Accrued restructuring and other exit costs at December 31, 2018 | $ 67 | 0 | 67 | 0 | ||||||
The 2017 Restructuring Events | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Accrued restructuring and other exit costs at December 31, 2017 | $ 100 | 100 | ||||||||
Restructuring and other exit costs | (6,000) | |||||||||
Accrued restructuring and other exit costs at December 31, 2018 | $ 100 | 100 | ||||||||
Non-cash stock-based compensation | The 2017 Restructuring Events | ||||||||||
Restructuring Reserve [Roll Forward] | ||||||||||
Restructuring and other exit costs | $ (398) | $ (1,600) |
Restructuring and Other Exit _4
Restructuring and Other Exit Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring and other exit costs | $ 0 | $ 974 | $ 2,466 | $ 0 | $ 0 | $ 1,621 | $ 4,338 | $ 3,440 | $ 5,959 | |
The 2017 Restructuring Events | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring and other exit costs | 6,000 | |||||||||
Accrued restructuring costs | 100 | 100 | ||||||||
The 2018 Restructuring Events | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring and other exit costs | $ 0 | 3,440 | ||||||||
Accrued restructuring costs | $ 67 | $ 0 | 67 | 0 | ||||||
Non-cash stock-based compensation | The 2017 Restructuring Events | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Restructuring and other exit costs | $ 398 | $ 1,600 |
Income Taxes (Income before Inc
Income Taxes (Income before Income Tax, Domestic and Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (62,292) | $ (104,750) |
International | 827 | (51,795) |
Loss before income taxes | $ (61,465) | $ (156,545) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||||||||||
Federal | $ (23) | $ (140) | ||||||||
State | 41 | 78 | ||||||||
Foreign | 388 | (250) | ||||||||
Total current provision | 406 | (312) | ||||||||
Deferred: | ||||||||||
Federal | 0 | (1,877) | ||||||||
State | 2 | 288 | ||||||||
Foreign | (51) | 139 | ||||||||
Total deferred benefit | (49) | (1,450) | ||||||||
Total provision (benefit) for income taxes | $ 124 | $ 84 | $ 74 | $ 75 | $ (252) | $ (2,031) | $ 146 | $ 375 | $ 357 | $ (1,762) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||||||||
Provision (benefit) for income taxes | $ 124 | $ 84 | $ 74 | $ 75 | $ (252) | $ (2,031) | $ 146 | $ 375 | $ 357 | $ (1,762) |
Income Tax Expense (Benefit) Related To Worthless Stock | $ 145,800 | |||||||||
Tax Cuts And Jobs Act Of 2017 Incomplete Accounting Transition Tax For Accumulated Foreign Earnings Provisional Income Tax Expense | 600 | |||||||||
Tax Cuts And Jobs Act Of 2017 Incomplete Accounting Change In Tax Rate Deferred Tax Asset Provisional Income Tax Expense | $ 31,600 | |||||||||
Provisional GILTI inclusion for ASC Topic 740 | $ 1,300 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax rate | 21.00% | 34.00% |
State income taxes, net of federal benefit | (0.10%) | 0.00% |
Foreign income at other than U.S. rates | 0.00% | 0.20% |
Stock-based compensation expense | (5.30%) | (3.80%) |
Meals and entertainment | (0.40%) | (0.10%) |
Goodwill impairment | 0.00% | (19.00%) |
Research and development tax credits | 0.00% | (0.80%) |
Other permanent items | (0.50%) | (0.50%) |
Debt cancellation | (1.20%) | 0.00% |
Worthless stock | 0.00% | 31.70% |
Change in valuation allowance | (14.10%) | (22.00%) |
Tax rate change; U.S. tax reform | 0.00% | (20.20%) |
Effective income tax rate | (0.60%) | 1.10% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets: | ||
Accrued liabilities | $ 916 | $ 2,648 |
Stock-based compensation | 2,623 | 3,685 |
Net operating loss carryovers | 76,098 | 65,648 |
Research tax credit carryovers | 13,206 | 13,494 |
Other | 1,053 | 1,502 |
Total deferred tax assets | 93,896 | 86,977 |
Less valuation allowance | (90,959) | (81,767) |
Deferred tax assets, net of valuation allowance | 2,937 | 5,210 |
Deferred Tax Liabilities: | ||
Fixed assets | (2,352) | (3,864) |
Intangible assets | (152) | (955) |
Other | 0 | 0 |
Total deferred tax liabilities | (2,504) | (4,819) |
Net deferred tax assets (liability) | $ 433 | $ 391 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||||||||
Provision (benefit) for income taxes | $ 124 | $ 84 | $ 74 | $ 75 | $ (252) | $ (2,031) | $ 146 | $ 375 | $ 357 | $ (1,762) |
Tax Credit Carryforward [Line Items] | ||||||||||
U.S. federal statutory income tax rate | 21.00% | 34.00% | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Change in valuation allowance | $ 9,200 | $ 42,300 | ||||||||
Unremitted earnings of the subsidiaries outside of the United States | 7,600 | 7,600 | ||||||||
Research Tax Credit Carryforward | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Tax credit carryforwards | 10,200 | 10,200 | ||||||||
Foreign Tax Authority | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Operating loss carryforwards | 20,500 | 20,500 | ||||||||
Domestic Tax Authority | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Operating loss carryforwards | 285,500 | 285,500 | ||||||||
State and Local Jurisdiction | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Operating loss carryforwards | 167,000 | 167,000 | ||||||||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Tax credit carryforwards | $ 8,000 | $ 8,000 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 5,646 | $ 5,027 |
Increases related to 2017 tax positions | 619 | |
Decreases related to prior year tax positions | (929) | 0 |
Increases related to current year tax positions | 0 | |
Decreases related to current year tax positions | 0 | |
Ending balance | $ 4,717 | $ 5,646 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||
Rental expense | $ 12,600 | $ 12,700 |
Operating lease expense | ||
2,019 | 6,773 | |
2,020 | 3,880 | |
2,021 | 1,734 | |
2,022 | 1,019 | |
2,023 | 597 | |
Total | 14,003 | |
Operating sublease income | ||
2,019 | (285) | |
2,020 | (194) | |
2,021 | (194) | |
2,022 | (194) | |
2,023 | (145) | |
Total | (1,012) | |
Total lease obligations and sublease income | ||
2,019 | 6,488 | |
2,020 | 3,686 | |
2,021 | 1,540 | |
2,022 | 825 | |
2,023 | 452 | |
Total | 12,991 | |
Data Centers For Cloud-Based Services | ||
Other Commitments [Line Items] | ||
Rental expense | 7,100 | 4,900 |
Office Lease | Financial Standby Letter of Credit | ||
Other Commitments [Line Items] | ||
Letters of credit outstanding, amount | $ 2,900 | $ 2,900 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - Revolving Credit Facility | 12 Months Ended | |
Dec. 31, 2018USD ($) | Sep. 26, 2018USD ($) | |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | |
Line Of Credit Facility Borrowing Capacity Reserve | 10,000,000 | |
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | |
Line of credit facility, remaining borrowing capacity | 30,000,000 | |
Debt Issuance Costs, Net | $ 100,000 | |
Debt Instrument Adjusted Quick Ratio Requirement In Streamline Period | 1.05 | |
Debt Instrument Adjusted Quick Ratio | 1.16 | |
2011 Loan Agreement | ||
Line of Credit Facility [Line Items] | ||
Adjusted EBITDA Threshold | 20.00% | |
Streamline Period Applies | Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | |
Streamline Period Applies | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.50% | |
Streamline Period Does Not Apply | Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.00% | |
Streamline Period Does Not Apply | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.00% | |
Covenant Term, Scenario One | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument Adjusted Quick Ratio Requirement | 1 | |
Debt Instrument Covenant Compliance Adjusted Earnings Before Interest Taxes Depreciation And Amortization Maximum | $ 0 | |
Covenant Term, Scenario Two | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument Adjusted Quick Ratio Requirement | 0.90 | |
Debt Instrument, Covenant Compliance, Adjusted Earnings Before Interest Taxes Depreciation And Amortization Minimum | $ 0 | |
Covenant Compliance Period Two | 2011 Loan Agreement | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument Covenant Compliance Adjusted Earnings Before Interest Taxes Depreciation And Amortization Maximum | 1 | |
Covenant Compliance Period Three | 2011 Loan Agreement | ||
Line of Credit Facility [Line Items] | ||
Debt Instrument, Covenant Compliance, Adjusted Earnings Before Interest Taxes Depreciation And Amortization Minimum | $ 5,000,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenue | $ 41,432 | $ 29,729 | $ 28,648 | $ 24,876 | $ 31,397 | $ 35,211 | $ 42,922 | $ 46,015 | $ 124,685 | $ 155,545 |
Cost of revenue | 15,489 | 14,687 | 15,044 | 14,783 | 15,465 | 12,985 | 13,698 | 14,688 | 60,003 | 56,836 |
Sales and marketing | 10,510 | 10,654 | 11,135 | 12,257 | 12,134 | 12,503 | 12,529 | 14,628 | 44,556 | 51,794 |
Technology and development | 8,825 | 9,299 | 9,245 | 10,494 | 11,123 | 11,580 | 12,044 | 12,753 | 37,863 | 47,500 |
General and administrative | 9,091 | 9,355 | 11,441 | 12,544 | 12,517 | 13,644 | 14,355 | 15,080 | 42,431 | 55,596 |
Restructuring and other exit costs | 0 | 974 | 2,466 | 0 | 0 | 1,621 | 4,338 | 3,440 | 5,959 | |
Impairment of intangible assets and internal use software | 0 | 0 | 0 | 0 | 4,585 | 0 | 0 | 0 | 0 | 4,585 |
Impairment of goodwill | 0 | 0 | 0 | 0 | 0 | 90,251 | 0 | 0 | 0 | 90,251 |
Total expenses | 43,915 | 43,995 | 47,839 | 52,544 | 55,824 | 140,963 | 54,247 | 61,487 | 188,293 | 312,521 |
Loss from operations | (2,483) | (14,266) | (19,191) | (27,668) | (24,427) | (105,752) | (11,325) | (15,472) | (63,608) | (156,976) |
Total other income, net | (377) | (558) | (1,281) | 73 | (358) | (150) | 84 | (7) | (2,143) | (431) |
Loss before income taxes | (2,106) | (13,708) | (17,910) | (27,741) | (24,069) | (105,602) | (11,409) | (15,465) | (61,465) | (156,545) |
Provision (benefit) for income taxes | 124 | 84 | 74 | 75 | (252) | (2,031) | 146 | 375 | 357 | (1,762) |
Net loss | $ (2,230) | $ (13,792) | $ (17,984) | $ (27,816) | $ (23,817) | $ (103,571) | $ (11,555) | $ (15,840) | $ (61,822) | $ (154,783) |
Basic and Diluted (usd per share) | $ (0.04) | $ (0.27) | $ (0.36) | $ (0.56) | $ (0.48) | $ (2.11) | $ (0.24) | $ (0.33) | $ (1.23) | $ (3.17) |
Basic and Diluted (in shares) | 50,746 | 50,513 | 50,071 | 49,692 | 49,293 | 49,055 | 48,783 | 48,332 | 50,259 | 48,869 |