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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 10-K

 

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(Mark One)

 

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the annual period ended December 31, 2014

 

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 1-36039

 

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 YuMe, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

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Delaware	27-0111478
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1204 Middlefield Road, Redwood City, CA	94063
(Address of Principal Executive Offices)	(Zip Code)

 

(650) 591-9400

(Registrant’s Telephone Number, Including Area Code)

 

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Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.001 per share	New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐  No  ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.     Yes  ☐  No  ☒

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files).    Yes  ☒  No  ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☐	Accelerated filer  ☒
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)	Smaller reporting company  ☐

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐  No  ☒

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, was $123,246,516 based upon the closing price of the Registrant’s common stock reported for such date by the New York Stock Exchange. Shares of common stock held by each executive officer, director, and their affiliated holders have been excluded from that calculation because such persons may be deemed to be affiliates of the Company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of February 27, 2015, there were 33,324,473 shares of the Registrant’s common stock outstanding. 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Company’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2015 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.

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NOTE REGARDING FORWARD-LOOKNG STATEMENTS

 

Unless expressly indicated or the context requires otherwise, the terms “YuMe,” “Company,” “we,” “us” and “our” in this document refer to YuMe, Inc., and, where appropriate, its wholly-owned subsidiaries.

 

This Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve substantial risks and uncertainties. The forward-looking statements are contained principally in Part I, Item 1: “Business,” Part I, Item 1A: “Risk Factors,” and Part II, Item 7: “Management's Discussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this Annual Report. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include, for example, statements about:

 

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Our growth strategy, including but not limited to employee hiring, global expansion and technological development;

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Anticipated trends and challenges in our industry, including but not limited to the increasing quantity, variety and fragmentation of digital video content, platforms, distribution channels and technologies;

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The expansion of the digital media advertising market in general and the digital video advertising market in particular;

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Our operating results, including revenue, cost of revenue, expenses and liquidity;

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Our competition;

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Market trends, including overall opportunities for digital media advertising and shifting advertising budgets;

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The ongoing improvement and refinement of our data-science capabilities;

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Developments in the regulatory framework applicable to our business; and

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Our intellectual property and proprietary technologies.

 

You should refer to Part I, Item 1A: “Risk Factors” of this Annual Report for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

You should read this Annual Report, and the documents that we reference in this Annual Report and have filed as exhibits to the Annual Report, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

 

 

YuMe, Inc. 

FORM 10-K

 

 

Table of Contents

 

 

PART I		Page
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	73
Item 9A.	Controls and Procedures	73
Item 9B.	Other Information	73
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	74
Item 11.	Executive Compensation	74
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	74
Item 14.	Principal Accounting Fees and Services	74
PART IV
Item 15.	Exhibits and Financial Statement Schedules	75
	Signatures	76
	Exhibit Index	77

 

 

GLOSSARY

 

To assist you in reading this Annual Report, we have provided definitions of some of the terms and acronyms that we use:

 

“Advertising campaign”—the process by which we deliver a brand advertiser's digital video advertisements to audiences available through digital media properties in order to fulfill ad insertion orders submitted to us by advertising customers.

 

“Audience Amplifier”—Our machine-learning tool that uses correlative data models to find audiences that YuMe expects to be receptive to specific brand messages based on data collected from the YuMe SDKs.

 

“Brand advertising”—Advertising that features a particular company, product or service in a manner intended to establish long-term, positive attitudes toward it.

 

“Brand attitudes”—A measure of a person's positivity or negativity towards a brand.

 

“Brand awareness”—The extent to which a brand is recognized by potential customers and correctly associated with a particular product.

 

“Brand favorability”—The number of people who view the brand positively.

 

“Brand preference”—A measure of brand loyalty in which a consumer will choose a particular brand in presence of competing brands.

 

“Brand recall”—A measure of advertising effectiveness in which a sample of respondents are exposed to an ad and at a later time are asked if they recall the brand that sponsored an ad.

 

“CPM”—Cost per thousand impressions, a measure by which ad placements may be priced for advertisers on a digital media property. An impression is the exposure of the content to a viewer.

 

“Direct response advertising”—Advertising that is designed to induce some specific action, such as search engine marketing, click-through banners, newspaper classifieds and coupons.

 

“Frequency”—A measure of how many times a consumer within a target audience is exposed to a specific advertisement.

 

“Lift”—The percentage improvement in a tested metric.

 

“Message recall”—A measure of advertising effectiveness in which a sample of respondents are exposed to an ad and at a later time are asked if they recall the primary message of an ad.

 

“PQI”—YuMe's Placement Quality Index, our contextual scoring system that assesses the quality of ad placements in order to optimize placements for brand results. PQI algorithms dynamically score advertising inventory based on prior calculations of brand related results and current campaign measures such as video completion rate, player size, player location, content relevancy and campaign objectives.

 

“Purchase intent”—The likelihood that a person intends to buy a product in a given period of time.

 

“Reach”—The number of individuals or households that are exposed to an ad in a given period of time.

 

“Unique viewers”—When used in reference to YuMe, unique viewers means a measure of the number of individual devices through which a particular piece of video content was viewed online, on mobile, or through other Internet-connected device platforms over a period of time, typically one month.

 

“YuMe SDKs”—YuMe's Audience Aware Software Development Kit, our proprietary software that digital media property owners embed in websites and applications residing on personal computers, smartphones, tablets, Internet-connected TVs and other devices, along with a related set of implementation tools. The data collected through YuMe SDKs feeds into our PQI and Audience Amplifier technologies to form the core of our data-science capabilities.

 

 

“YFP”—YuMe for Publishers, our comprehensive platform system for creating, managing, monetizing and measuring cross-platform digital video brand advertising inventory.

 

 

PART I

ITEM 1.

BUSINESS

 

Overview

 

YuMe is a leading independent provider of global audience technologies, curating relationships between brand advertisers and consumers of video content across a growing range of connected devices. Combining data-driven technologies with deep insight into audience behavior, YuMe offers brand advertisers end-to-end marketing software.

 

Our digital video advertising solutions are purpose-built for brand advertisers, advertising agencies, and digital media properties. Through a sophisticated platform of proprietary embedded software, data science and machine-learning algorithms, we deliver TV-scale video advertising campaigns to relevant, brand-receptive digital audiences. We aggregate these audiences across a wide range of Internet-connected devices by providing global digital media properties with software that monetizes their professionally produced content and applications with our advertising campaigns. Our industry leadership is reflected in our wide audience reach, large customer base, and scale in data derived from our large embedded software base.

 

For our advertising customers, we overcome the complexities of delivering digital video advertising campaigns in a highly fragmented environment where audiences use an increasing variety of Internet-connected devices to access thousands of online and mobile websites and applications. Our solutions deliver video advertising campaigns seamlessly across personal computers, smartphones, tablets, set-top boxes, game consoles, Internet-connected TVs and other devices. In addition, our platform optimizes campaign results to metrics that are relevant to brand advertisers, such as brand awareness, message recall, brand favorability and purchase intent.

 

For global digital media property owners that supply advertising inventory, we offer a platform enabling us to offer their inventory to advertising customers and deliver digital video ads to the audiences of those digital media property owners that are optimized for specific advertising customer needs. We access data from this software and we apply our data science capabilities to target those audiences that will be relevant to advertisers. In combination, these capabilities allow us to deliver ads to audiences that we expect to be receptive to specific brand messages, while driving better monetization for the digital media property owner.

 

We generate revenue by delivering digital video advertisements on Internet-connected devices. Our ads run when users choose to view video content on their devices. Advertising customers submit orders to us and we fulfill those orders by delivering their digital video advertisements to audiences available through digital media properties, a process that we refer to as an advertising campaign. We are typically paid on a cost per thousand basis (“CPM”), of which we generally pay digital media properties a negotiated percentage. Our customers primarily consist of large global brands and their advertising agencies. In the twelve months ended December 31, 2014, we had 880 customers, including 79 of the top 100 U.S. advertisers as ranked by Advertising Age magazine in 2013 (“the AdAge 100”), such as American Express, AT&T, GlaxoSmithKline, Home Depot and McDonald's.

 

The core of our business relies on our sophisticated platform that encompasses customized embedded software, advertising management, and data science capabilities. Our YuMe SDKs are embedded by our digital media property owners and collect dozens of data elements that we use for our advanced audience modeling algorithms, continuously improving our ability to optimize campaigns around key brand metrics. Our Placement Quality Index (“PQI”) inventory scoring system leverages YuMe SDKs and other data sources through algorithms to assess the quality of ad placements and optimize placements to maximize brand advertising results. Our Audience Amplifier machine-learning tool uses those brand results in its correlative data models to find audiences that we expect to be receptive to specific brand messages.

 

Over our ten-year operating history we have amassed a vast amount of data derived from our large software installed base of YuMe SDKs that are embedded in online and mobile websites and entertainment applications residing on millions of personal computers, smartphones, tablets, Internet-connected TVs and other devices. This allows us to deliver television-like ads, enhanced and customized for each specific device type, and collect valuable advertisement viewership data. We collect billions of data points each year from ad impressions we deliver. As we grow our audience and advertiser footprint, we are able to collect even more data, which in turn enables us to improve the efficacy of our targeting models, further improving the utility of our solutions and driving additional adoption.

 

 

Industry Background

 

Advertising divides into two broad categories: direct response and branding. Direct response advertising is designed to induce some specific action, while brand advertising is designed to establish a long-term, positive consumer attitude toward a company or its product or service without a specific call to action. While direct response advertisers measure campaign effectiveness against consumer response to an advertisement’s call to action, brand advertisers measure campaign effectiveness against metrics such as reach (how many consumers within the advertiser’s target audience were exposed to the advertisement) and frequency (how many times was the consumer within the target audience exposed to the advertisement). Brand advertisers may conduct post-campaign surveys with their target audience to measure how well a campaign increased brand-relevant metrics, such as brand awareness, message recall, brand favorability and purchase intent.

 

Currently, direct response campaigns, such as search engine marketing, click-through banners and digital coupons, account for the majority of digital advertising. Historically, brand advertisers have relied on television, print and other traditional media to promote their brands, and we believe that digital advertising remains underpenetrated by brand advertisers relative to traditional media. Increasingly, brand advertisers’ target audiences are spending less time watching traditional television and more time viewing video entertainment on Internet connected devices.

 

We believe television brand advertisers are increasingly following their target audiences onto digital video and allocating more of their budgets to digital video advertising. As new solutions address the challenges advertisers face with deploying digital video brand campaigns in a fragmented ecosystem, we believe this market is poised to capture increasing amounts of TV advertising dollars.

 

The YuMe Solution

 

Our solutions are built for brand advertisers and professional digital media property owners that produce content and applications. We have built our software stack and data-science capabilities to deliver reliable campaign results for brand advertisers and monetization for digital media property owners. We deliver television-like video advertisements when users choose to view video content on their devices, the vast majority of which are prominently displayed before the chosen video content is displayed. We deliver these ads to audiences across Internet-connected devices and platforms. With our data-science capabilities, including data collection and sophisticated analytics, our advertiser customers reach large-scale, brand-receptive audiences, and digital media property owners capture brand advertising revenue with their content and applications.

 

We have developed our solutions on three pillars: embed, learn and deliver. We embed our YuMe SDKs as part of online and mobile websites and applications residing on millions of personal computers, smartphones, tablets, Internet-connected TVs and other devices, yielding valuable data; we learn from that data to build our audience and contextual targeting models; and using our platform we deliver TV-scale campaigns to audiences that we expect to be receptive to specific brand messages.

 

We believe our comprehensive software stack and solutions have advantages that others cannot offer. Our end-to-end solutions, including customized YuMe SDKs, first party data collection and data-science capabilities, a brand-centric video advertising platform and a consultative sales force, combine to make each component more valuable. Our PQI enables digital media properties to optimize their inventory to deliver brand value.

 

Our solutions:

 

Aggregate large fragmented audiences - Through our embedded YuMe SDKs, we aggregate millions of digital video viewers on over 2,800 digital media properties, across personal computers, smartphones, tablets, Internet-connected TVs and other devices. The YuMe SDKs, which are customized for individual devices, allow us to deliver relevant and distinct video ad experiences to different devices and audiences, while simultaneously collecting device, content and audience-specific data on the brand performance of those ad placements.

 

Reach brand-receptive audiences at scale - Our Audience Amplifier tool applies machine-learning technology to first party data that we collect from the YuMe SDKs, in order to identify viewers within our aggregated audience who we expect to be receptive to specific brand messages. We refer to these viewers as brand-receptive audiences. We use characteristics of these audiences to identify additional viewers that may deliver similar or better brand receptivity.

 

Deliver targeted ads in valuable brand contexts - Our contextual targeting capabilities are designed to ensure that brand advertisements are delivered in the relevant context alongside high-quality content. At the core of our contextual targeting technology is our PQI, an extensible set of scoring and targeting algorithms that use data collected by our YuMe SDKs to optimize all aspects of video advertising.

 

Help digital media property owners capture brand dollars - Digital media property owners who use our YuMe for Publishers platform (“YFP”), get a comprehensive system for creating, managing, monetizing and measuring cross-platform digital video brand advertising inventory. Using YFP, digital media property owners monitor, in real-time, how their content is valued, how it performs for brand advertising buyers and how much revenue they have generated based on that performance.

 

 

Measure and optimize campaigns based on brand metrics - Our YuMe SDKs enable us to collect first party campaign data, such as player size and completion rate, and to survey viewers for information about factors such as message recall and brand favorability.

 

Deliver impactful device-specific ads - Our YuMe SDKs and video advertisements are customized for every digital device, so we can utilize specific characteristics of each device to deliver new and impactful video ads.

 

Augment TV advertising spend - When deployed as part of an integrated digital video and TV campaign, our solutions enable broader reach and better results than TV campaigns alone.

 

The YuMe Platform

 

The YuMe Platform is the set of products and technologies used to find brand-relevant audiences and deliver impactful video advertisements. It is comprised of our core technologies as well as our products used by advertisers and digital media property owners.

 

Our Core Technologies

 

The YuMe Audience Aware Software Development Kits - The YuMe SDKs consist of software that is embedded by digital media property owners as part of websites and applications residing on personal computers, smartphones, tablets, Internet-connected TVs and other devices, along with a related set of implementation tools. Our YuMe SDKs solve the problem of addressing a fragmented audience as they are customized for each device type based on the specific hardware, software and viewing capabilities of the device. They enable delivery of video ads, customized interactive ads and rich experiences built on video, interactivity and web elements. Our YuMe SDKs collect relevant data needed to drive our advanced audience targeting and ad placement algorithms.

 

Key capabilities of our YuMe SDKs include:

 

	•	Broad support for multiple devices, as well as related operating systems, video players and plug-ins;
	•	Support of industry-standard interface definitions such as IAB’s Video Player Ad-servicing Interface Definition and its Mobile Rich Media Ad Interface Definitions;

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Campaign performance surveys;

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Data about viewership, video placement, completion rate, brand safety such as viewability and traffic quality and other screen-level insights; and

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Delivery of a large selection of video ad units, including customized and interactive advertising units.

 

The data collected through our YuMe SDKs, including 30 or more variables per ad placement, feed into our PQI and Audience Amplifier technologies to form the core of our data-science capabilities.

 

The YuMe Placement Quality Index (PQI) - YuMe's PQI is an extensible set of scoring and targeting algorithms that use data collected by our YuMe SDKs to optimize video advertising, targeting and performance across digital media properties. The algorithms continually analyze data from the YuMe SDKs, such as viewership, video completion rate, player size, player location, content relevancy, and campaign objectives. Our PQI is easily extensible to include other measures as we determine their relevancy. First party data collected directly by YuMe, second party data, such as publisher registration data, and third party data, such as anonymized cookie-based data licensed from data providers, can be used together or separately to inform the PQI algorithms. Based on the results of PQI calculations, we deliver the right ad to the right audience at the right time.

 

A brand campaign may involve millions of ad impressions, formed with pairings of ad requests with brand ad objectives. The flexibility of our PQI algorithm allows us to respond to brand campaign objectives, such as addressing particular devices, websites or applications and targeting particular viewership characteristics. This enables our customers to reach targeted brand-receptive audiences for their campaigns.

 

As we collect more data, the quality of our PQI analyses improves. The results of our PQI analyses feed our Audience Amplifier tool, helping us improve our audience modeling methodologies and providing us with further audience targeting data, which we in turn use to improve our PQI analyses.

 

Audience Amplifier - Audience Amplifier is our data-driven audience measurement, modeling and segmentation engine that delivers relevant addressable audiences at scale. Audience Amplifier is a cross-platform predictive planning tool that finds addressable brand-receptive audiences across a large and highly fragmented ecosystem. While not cookie dependent, Audience Amplifier integrates learning and data from various sources including PQI, our YuMe SDKs, our opt-in audience surveys, and second and third party data to model the largest cross-platform brand-receptive audience that meets specific advertiser objectives. Our platform delivers PQI targeted ad campaigns, measures effectiveness based on data supplied by the YuMe SDKs and feeds that effectiveness data to Audience Amplifier, which in turn optimizes the audience targeting model for those campaigns. Audience Amplifier correlates campaign performance with PQI information to create additional audience models. The Audience Amplifier audience segments and models are then used post-campaign to improve YuMe's overall campaign planning and sales strategy. Advertisers benefit from this feedback loop by getting new audience models and more relevant information on the potential size and quality of audience they can reach, driving further adoption.

 

 

Our YFP Products

 

Our platform provides digital media properties with a scalable cross-platform monetization solution for their content and applications. We deliver our solutions through a cloud-based hosted platform, ensuring a high level of reliability, scalability and performance, with minimal upfront technology investments by our partners.

 

The YFP product line is a set of tools that digital media property owners use to manage their advertising inventory across screens, based on our core technologies. YFP is available in specific versions, on a tiered feature basis, through software as a service licensing, based on a digital media property owner's scale and needs. In some cases, digital media property owners use industry standard technology, such as the IAB's Video Ad Serving Template, to deliver advertisements and access our core technologies without licensing our YFP products.

 

Our Customers

 

Our customer base consists primarily of large brand advertisers and the advertising agencies that represent them. In the twelve months ended December 31, 2014, we had 880 customers, including 79 of the AdAge 100. Brand advertisers represented by an advertising agency within the Omnicom Media Group Holdings Inc. (“OMG”) corporate structure, accounted for approximately 21%, 19% and 8% of our revenues in 2012, 2013 and 2014, respectively. To reach our advertising customers, we work closely with advertising agencies that build and manage advertiser strategies and tactics.

 

Sales and customer support are handled through a number of channels:

 

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Full-service sales team:  Our global sales team creates deep and consultative relationships with our brand and agency customers that result in highly iterative campaign planning.

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Ad specialists:  We also employ an overlay sales team that has specific and deep knowledge of particular industry and geographic or device verticals. Our full-service sales team often partners with ad specialists or groups of ad specialists to construct complex, multi-platform and multi-objective ad campaigns.

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Product managers:  As we innovate, developing increasingly effective and relevant solutions, our product management team often works in conjunction with our customers to identify key requirements and explain in depth the workings of the YuMe Platform and Audience Amplifier technologies.

 

We also operate an international advertising and network operations center 24 hours a day, 365 days a year.

 

Our Relationships with Digital Media Property Owners

 

We have relationships with digital media property owners, which are owners of websites and developers of smartphone and tablet applications that display digital videos and manufacturers of Internet-connected devices. These relationships provide us with advertising inventory, which we utilize to deliver our digital video advertising solutions to our advertising customers. We do not believe the success of our business is dependent on our relationship with any single digital media property owner.

 

We seek to identify owners of digital media properties featuring professionally-produced digital video content and applications that, individually or collectively, have the audience scale, composition and accessibility across Internet-connected devices to achieve the brand objectives of our brand advertisers. We review a variety of criteria to determine the quality of the advertising inventory and its appropriateness for brand advertising, including video content, video context, the platforms on which video content can be accessed, the characteristics of the viewing audience, the targeting attributes that can be obtained from the digital media property in real-time and the volume of available video streams and impressions.

 

We reach these digital media property owners through a variety of methods, including outreach by a dedicated business development team, marketing events at trade shows and conferences where digital media property owners may attend, training and “teach-ins” on the YuMe platform.

 

 

Competition

 

We operate in a dynamic and competitive market, influenced by trends in both the overall advertising industry as well as the digital video advertising market. We compete with Hulu and Google (YouTube and DoubleClick) as well as many privately-owned ad exchanges, demand side advertiser platforms and ad networks. We also face competition from direct response advertising providers who seek to target brands. Some large advertising agencies, which may represent our current customers, build their own relationships with digital media properties and can directly connect advertisers with digital media properties. Other companies that offer analytics, mediation, exchange or other third party solutions are or may become intermediaries between advertisers and digital media properties and thereby compete with us.

 

We believe the principal competitive factors in our industry include effective audience targeting capabilities, brand-oriented tools and user interface, multi-device campaign delivery capability, platform independence, proven and scalable technologies, audience scale and reach, relationships with leading brand advertisers and their respective agencies and brand awareness and reputation. We believe that we compete favorably with respect to all of these factors and that we are well-positioned as an independent provider of digital video brand advertising solutions.

 

Research and Development

 

As of December 31, 2014, we had a total of 91 employees engaged in research and development functions, of which 77 were located in our Chennai and Pune, India offices. We believe that our ten-year operating history and our ability to attract and retain the large pool of engineering talent available in India help us to scale our business cost-effectively.

 

Intellectual Property

 

Our ability to protect our intellectual property, including our technologies, will be an important factor in the success and continued growth of our business. We protect our intellectual property through trade secrets law, patents, copyrights, trademarks and contracts. We have established business procedures designed to maintain the confidentiality of our proprietary information such as the use of our license agreements with customers and our use of our confidentiality agreements and intellectual property assignment agreements with our employees, consultants, business partners and advisors where appropriate. Some of our technologies rely upon third party licensed intellectual property.

 

In the United States, we have seven patents issued, 18 non-provisional patent applications pending and one provisional patent application pending. We also have 34 foreign patent applications pending. The issued patents expire between the years 2026 and 2029. We expect to apply for additional patents to protect our intellectual property both in the United States and internationally.

 

“YuMe,” the YuMe Y TV logo, “Audience Amplifier,” “Audience-Aware SDK,” “Crowd Science,” “Placement Quality Index,” “PQI,” “The Programmatic Branding Solution,” “The Science Behind Influence” and our other logos or product names are our registered or common law trademarks in the United States and certain other countries. Other trademarks and trade names referred to in this Annual Report are the property of their respective owners.

 

Government Regulation

 

We are subject to many U.S. and foreign laws and regulations that are applicable to companies engaged in the business of providing video advertising to digital media. In addition, many areas of law that apply to our business are still evolving, and could potentially affect our business to the extent they restrict our business practices or impose a greater risk of liability.

 

Privacy and data protection laws play a significant role in our business. In the United States, at both the state and federal level, there are laws that govern activities such as the collection and use of data by companies like us. Online advertising activities in the United States have primarily been subject to regulation by the Federal Trade Commission, which has regularly relied upon Section 5 of the Federal Trade Commission Act to enforce against unfair and deceptive trade practices. Section 5 has been the primary regulatory tool used to enforce against alleged violations of online privacy policies, and would apply to privacy practices in both the mobile and Internet-connected TV advertising industries.

 

The issue of privacy in the digital media industry is still evolving. Federal legislation and rule-making has been proposed from time to time that would govern certain advertising practices as they relate to digital media, including the use of precise geo-location data. Although such legislation has not been enacted, it remains a possibility that some federal and state laws may be passed in the future.

 

 

There have been numerous civil lawsuits, including class action lawsuits, filed against companies that conduct business in the digital media industry, including makers of devices that display digital media, providers of digital media, operating system providers and third party networks. Plaintiffs in these lawsuits have alleged a range of violations of federal, state and common laws, including computer trespass and violation of privacy laws.

 

In addition, digital media solutions are generally not restricted by geographic boundaries, and our solutions reach devices throughout the world. We currently transact business in Europe, Latin America and Asia and, as a result, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, European data protection laws can be more restrictive regarding the collection and use of data than those in U.S. jurisdictions. As we continue to expand into other foreign countries and jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.

 

Employees

 

As of December 31, 2014, we had 531 employees, of which 94 were primarily engaged in the delivery of video advertising campaigns, which we account for as a cost of revenue, 269 were primarily engaged in sales and marketing, 91 were engaged in research and development and 77 were primarily engaged in general and administrative functions. Of these employees, 288 are located in the United States, 183 are located in India and 60 are located in other foreign jurisdictions, primarily Europe. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be good.

 

Facilities

 

Our corporate headquarters is located in Redwood City, California and consists of approximately 26,900 square feet of office space pursuant to lease agreements that expire between August 2016 and April 2018. Our headquarters accommodates our principal sales, marketing, customer support and administrative activities. We occupy office space in Chennai, India consisting of 15,744 square feet under a lease that expires in July 2016. We also occupy office space in Pune, India under a lease that expires in October 2019. Our facilities in India are used primarily for operations support, professional services, customer support, and software development. We also maintain U.S. sales offices in Atlanta, Boston, Chicago, Los Angeles, New York and international sales offices in Hamburg, Germany; London, U.K.; Madrid, Spain; Mexico City, Mexico; Paris, France; Beijing and Shanghai, China; and Stockholm, Sweden. We do not own any real property.

 

We believe that our current facilities are suitable and adequate to meet our current needs and that suitable additional or substitute space will be available as needed in the future to accommodate our operations.

 

Legal Proceedings

 

Although we are not currently subject to any material legal proceedings, we may be subject from time to time to various legal proceedings and claims which arise in the ordinary course of our business. Although the outcome of these and other claims cannot be predicted with certainty, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition, cash flows or results of operations.

 

Information about Segment and Geographic Revenue

 

Information about segment and geographic revenue is set forth in Note 15 to our consolidated financial statements under Item 8 of this Annual Report.

 

Available Information

 

Our internet website address is www.yume.com. In addition to the information about us and our subsidiaries contained in this Annual Report, information about us can be found on our website. Our website and information included in or linked to our website are not part of this Annual Report.

 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The public may read and copy the materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally the SEC maintains an internet site that contains reports, proxy and information statements and other information. The address of the SEC's website is www.sec.gov.

 

 

Corporate Information

 

We were incorporated under the laws of Delaware on December 16, 2004. Our principal executive office is located at 1204 Middlefield Road, Redwood City, CA 94063. Our telephone number is (650) 591-9400. Our website address is www.yume.com. Information contained in, or accessible through, our website does not constitute a part of, and is not incorporated into, this Annual Report.

 

ITEM 1A. RISK FACTORS

 

Investing in our common stock involves a high degree of risk. Before you make an investment decision regarding our common stock, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this Annual Report on Form 10-K. Any of the following risks could have a material adverse effect on our business, operating results and financial condition and cause the trading price of our common stock to decline. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.

 

Risks Related to Our Business and Our Industry:

 

We have incurred significant net losses, and we may not be profitable in the future.

 

We incurred a net loss of $8.7 million in 2014. We had net income of $0.3 million and $6.3 million in 2013 and 2012, respectively. We had an accumulated deficit of $30.4 million as of December 31, 2014. In 2014, we did not generate sufficient revenue to offset operating expenses, which may occur in future periods as well. Although our revenue has increased in recent periods, it is likely that we will not be able to maintain this rate of revenue growth as a result of a variety of factors, including increased competition and the maturation of our business, and we cannot assure you that our revenue will continue to grow or will not decline. We expect to invest heavily in our operations to support anticipated future growth; as a result, our operating expenses will increase substantially and to be profitable we will need to increase our revenue sufficiently to offset these higher expenses. You should not consider our historical revenue growth or operating expenses as indicative of our future performance. If our revenue growth rate declines or our operating expenses exceed expectations, our financial performance will be adversely affected. Further, if our future growth and operating performance fail to meet investor or analyst expectations, it could have a materially negative effect on our stock price.

 

Our rapidly evolving industry makes it difficult to evaluate our business and prospects and may increase your investment risk.

 

We commenced operations in 2004 and, as a result, we have only a limited operating history upon which you can evaluate our business and prospects in a rapidly evolving industry. Although we have experienced revenue growth in recent periods, it is likely that we will not be able to sustain this growth. Because the digital video advertising industry is relatively new, we will encounter risks and difficulties frequently encountered by early-stage companies in rapidly evolving industries, including the need to:

 

•

Maintain our reputation and build trust with advertisers and digital media property owners;

•

Offer competitive pricing to advertisers (including periodic discounting) and digital media properties;

•

Maintain and expand our advertising inventory;

•

Deliver advertising results that are superior to those that advertisers or digital media property owners could achieve through the use of competing providers or technologies;

•

Continue to develop, launch and upgrade the technologies that enable us to provide our solutions;

•

Respond to evolving government regulations relating to the Internet, telecommunications, mobile, privacy, marketing and advertising aspects of our business;

•

Identify, attract, retain and motivate qualified personnel; and

•

Manage expanding operations, including our international expansion.

 

If we do not successfully address these risks, our revenue could decline, our costs could increase, and our ability to pursue our growth strategy and attain profitability could be compromised.

 

 

Our quarterly operating results fluctuate and are difficult to predict, and our results are likely to fluctuate and be unpredictable in the future. As such, our operating results could fall below our expectations or investor expectations.

 

Our operating results are difficult to predict, particularly because we generally do not have long-term arrangements with our customers, and have historically fluctuated. Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past operating results as an indication of our future performance. Factors that may affect our quarterly operating results include:

 

•

Seasonal patterns in advertising;

•

The addition and loss of new advertisers and digital media properties;

•

Our variable and unpredictable transaction-based sales cycle;

•

Changes in demand for our solutions;

•

Advertising budgets of our advertiser customers;

•

Advertiser cancellation of insertion orders;

•

Changes in the amount, price and quality of available advertising inventory from digital media properties;

•

Changes in buying and selling processes related to digital advertising inventory;

•

The timing and amount of sales and marketing expenses incurred to attract new advertisers and digital media properties;

•

Changes in the economic prospects of advertisers or the economy generally, which could alter advertisers' spending priorities, or could increase the time it takes us to close sales with advertisers;

•

Changes in our pricing policies or the pricing policies of our competitors, and changes in the pricing of digital video advertising generally;

•

Changes in governmental regulation of the Internet, wireless networks, mobile platforms, digital video brand or mobile advertising, or the collection, use, processing or disclosure of device or user data;

•

Costs necessary to improve and maintain our technologies;

•

Discounts on our products offered to new and existing customers;

•

Timing differences between our payments to digital media property owners for advertising inventory and our collection of advertising revenue related to that inventory; and

•

Costs related to acquisitions of other businesses.

 

As a result of these and other factors, our operating results may fall below the expectations of market analysts and investors in future periods. If this happens, even temporarily, the market price of our common stock may fall.

 

Seasonal fluctuations in digital video advertising activity could adversely affect our cash flows.

 

Our cash flows from operations vary from quarter to quarter due to the seasonal nature of advertiser spending. For example, many advertisers devote a disproportionate amount of their advertising budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. In addition, we acquire advertising inventory on a guaranteed basis, or at a fixed price, in order to meet the anticipated increased demand in the fourth quarter. These seasonal effects have been partially masked by our revenue growth and other factors, such as episodic political campaign advertising spending. However, if and to the extent that seasonal fluctuations become more pronounced, or are not offset by other factors, our operating cash flows could fluctuate materially from period to period as a result.

 

We depend on a single advertising agency customer and a single advertiser for a substantial portion of our revenue, and a continued reduction in digital advertising purchased by that customer or advertiser could significantly reduce our revenue.

 

Brand advertisers represented by an advertising agency within the OMG corporate structure accounted for approximately 8% of our revenue in the year ended December 31, 2014, and accounted for approximately 19% and 21% of our revenues in the years ended December 31, 2013 and 2012, respectively. A significant reduction for any reason in our revenue from digital advertising purchased by OMG or one or more brand advertisers that it represents could materially harm our financial condition and results of operations.

 

We generally do not have long-term agreements with our customers, and we may be unable to retain key customers, attract new customers, or replace departing customers with customers that can provide comparable revenue to us.

 

Our success requires us to maintain and expand our current customer relationships and to develop new relationships. Our contracts and relationships with advertising agencies on behalf of advertisers generally do not include long-term obligations requiring them to purchase our solutions and are cancelable upon short or no notice and without penalty. As a result, we may have limited visibility into our future advertising revenue streams. We cannot assure you that our customers will continue to use our solutions, or that we will be able to replace, in a timely or effective manner, departing customers with new customers that generate comparable revenue. If a major customer representing a significant portion of our business decides to materially reduce its use of our solutions or to cease using our solutions altogether, our revenue could be significantly reduced. Any non-renewal, renegotiation, cancellation or deferral of large advertising contracts, or a number of contracts that in the aggregate account for a significant amount of revenue, could cause an immediate and significant decline in our revenue and harm our business.

 

 

We are highly dependent on advertising agencies as intermediaries, and this may adversely affect our ability to attract and retain business.

 

Nearly all of our revenue comes from executing brand advertising campaigns for advertising agencies that purchase our solutions on behalf of their advertiser clients. Advertising agencies are instrumental in assisting brand owners to plan and purchase advertising, and each advertising agency will allocate advertising spend from brands across numerous channels. We do not have exclusive relationships with advertising agencies and we depend on agencies to work with us as they embark on marketing campaigns for brands. While in some cases we are invited by advertising agencies to present directly to their advertiser clients or otherwise have developed a relationship directly with an advertiser, we nevertheless depend on advertising agencies to present to their advertiser clients the merits of our digital video advertising solutions. Inaccurate descriptions of our digital video advertising solutions by advertising agencies, over which we have no control, negative recommendations to use our service offerings or failure to mention our solutions at all could hurt our business. In addition, if an advertising agency is dissatisfied with our solutions on a particular marketing campaign or generally, we risk losing the business of the advertiser for whom the campaign was run and of other advertisers represented by that agency. With advertising agencies acting as intermediaries for multiple brands, our customer base is more concentrated than might be reflected by the number of brand advertisers for which we conduct marketing campaigns. Since many advertising agencies are affiliated with other agencies in a larger corporate structure, if we fail to maintain good relations with one agency in such an organization, we may lose business from the affiliated agencies as well.

 

Our sales could be adversely impacted by industry changes relating to the use of advertising agencies. For example, if advertisers seek to bring their marketing campaigns in-house rather than using an advertising agency, we would need to develop direct relationships with the advertisers, which we might not be able to do and which could increase our sales and marketing expense. Moreover, as a result of dealing primarily with advertising agencies, we have a less direct relationship with advertisers than would be the case if advertisers dealt with us directly. This may drive advertisers to attribute the value we provide to the advertising agency rather than to us, further limiting our ability to develop long-term relationships directly with advertisers. Advertisers may move from one advertising agency to another, and, accordingly, even if we have a positive relationship with an advertising agency, we may lose the underlying business when an advertiser switches to a new agency. The presence of advertising agencies as intermediaries between us and the advertisers thus creates a challenge to building our own brand awareness and affinity with the advertisers that are the ultimate source of our revenue.

 

In addition, advertising agencies that are our customers also offer or may offer some of the components of our solutions, including selling digital video advertising inventory through their own trading desks. As such, these advertising agencies are, or may become, our competitors. If they further develop their capabilities they may be more likely to offer their own solutions to advertisers and our ability to compete effectively could be significantly compromised and our business, financial condition and operating results could be adversely affected.

 

We operate in a highly competitive industry, and we may not be able to compete successfully.

 

The digital video advertising market is highly competitive, with many companies providing competing solutions. We compete with Hulu and Google (YouTube and DoubleClick) as well as many ad exchanges, demand side advertiser platforms and ad networks. We also face competition from direct response (search-based) advertisers who seek to target brands. Many of our competitors are significantly larger than we are and have more capital to invest in their businesses. Our competitors may establish or strengthen cooperative relationships with digital media property partners and brand advertisers, or other parties, that limit our ability to promote our solutions and generate revenue. For example, if our brand advertiser customers adopt demand-side advertiser platforms, they may disrupt our direct client relationship with those customers. Competitors could also seek to gain market share by reducing the prices they charge to advertisers, introducing products and solutions that are similar to ours or introducing new technology tools for advertisers and digital media properties. Moreover, increased competition for video advertising inventory from digital media properties could result in an increase in the portion of advertiser revenue that we must pay to digital media property owners to acquire that advertising inventory.

 

Some large advertising agencies that represent our current advertising customers have their own relationships with digital media properties and can directly connect advertisers with digital media properties. Our business will suffer to the extent that our advertisers and digital media properties purchase and sell advertising inventory directly from one another or through other companies that act as intermediaries between advertisers and digital media properties. Other companies that offer analytics, mediation, exchange or other third party solutions have or may become intermediaries between advertisers and digital media properties and thereby compete with us. Any of these developments would make it more difficult for us to sell our solutions and could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses or the loss of market share.

 

 

If we fail to detect advertising fraud or other actions that impact our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer.

 

Our business relies on our ability to deliver successful and effective video advertising campaigns. Some of those campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate user traffic on websites. These activities could overstate the performance of any given video advertising campaign and could harm our reputation. It may be difficult for us to detect fraudulent or malicious activity because we do not own content and rely in part on our digital media properties to control such activity. While we routinely review the campaign performance on our digital media properties’ websites, such reviews may not detect or prevent fraudulent or malicious activity. If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed. High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future credit demands or withdrawal of future business. Further, if we are unable to detect fraudulent or other malicious activities and advertisers demand completely fraud-free inventory, our supply could fall drastically, making it impossible to sustain our current business model. If we fail to detect fraudulent or other malicious activities that impact the performance of our brand advertising campaigns, we could harm our reputation with our advertisers or agencies and our revenue and business would suffer. 

 

The digital video market may deteriorate or develop more slowly than we expect, which could harm our business.

 

Digital video advertising is an emerging market. Advertisers have historically spent a smaller portion of their advertising budgets on digital advertising than on traditional advertising methods, such as television, newspapers, radio and billboards, and spending on digital advertising has historically been primarily for direct response advertising, or relatively simple display advertising such as banner ads on websites. Advertiser spending in the emerging digital video advertising market is uncertain. Many advertisers still have limited experience with digital video advertising and may continue to devote larger portions of their limited advertising budgets to more traditional offline or online performance-based advertising, instead of shifting resources to digital video advertising. In addition, our current and potential future customers may ultimately find digital video advertising to be less effective than traditional advertising media or marketing methods or other technologies for promoting their products and solutions, and they may reduce their spending on digital video advertising as a result. If the market for digital video advertising deteriorates, or develops more slowly than we expect, or brand advertisers prefer traditional TV advertising over our solutions, we may not be able to increase our revenue and our business would suffer.

 

We may not be able to integrate, maintain and enhance our advertising solutions to keep pace with technological and market developments.

 

The market for digital video advertising solutions is characterized by rapid technological change, evolving industry standards and frequent new product and service introductions. To keep pace with technological developments, satisfy increasing advertiser and digital media property requirements, maintain the attractiveness and competitiveness of our advertising solutions and ensure compatibility with evolving industry standards and protocols, we will need to anticipate and respond to varying product lifecycles, regularly enhance our current advertising solutions and develop and introduce new solutions and functionality on a timely basis. This requires significant investment of financial and other resources. For example, we are required to invest significant resources into integrating our solutions with multiple forms of Internet-connected devices in order to maintain a comprehensive advertising platform. We have periodically experienced difficulty integrating with some digital media properties. We may continue to experience similar difficulties and these difficulties will consume financial, engineering and managerial resources and we may not have the financial resources to make investments across all new forms of Internet-connected devices in the future. Additionally, Internet-connected TV is a relatively new market opportunity, from which we have realized only limited revenue, that requires us to apply financial, development, engineering and managerial resources to ensure that our advertising solutions remain compatible with the technological and market developments. Similarly, advertising exchanges and other technological developments may displace us or introduce an additional intermediate layer between us and our advertising customers and digital media properties that could impair our relationships with those customers. Our inability, for technological, business or other reasons, to enhance, develop, introduce and deliver compelling advertising solutions in response to changing market conditions and technologies or evolving expectations of advertisers, digital media properties or consumers of digital video advertising could hurt our ability to grow our business and could result in our advertising solutions becoming obsolete.

 

 

Digital video advertising is shifting, in part, to programmatic buying and real-time bidding (“RTB”) systems. Programmatic buying is the automated purchase of digital advertising inventory through a combination of machine-based transactions, data and algorithms. RTB, a subset of programmatic buying, is the real-time purchase and sale of advertising inventory on an impression-by-impression basis on advertising exchanges. Programmatic buying and RTB are emerging and growing trends in the buying and selling of digital advertising inventory. The recognition by advertisers that an increased use of programmatic buying and RTB systems may constitute an effective way to achieve their campaign goals and cost savings, and the recognition by digital media property owners that they may achieve greater returns from an increased use of programmatic buying and RTB systems is challenging to our traditional pricing model. There can be no assurance that such trends, or the acceleration of such trends, will not erode our revenue. In 2014, we introduced Video Reach, our first generation demand-side programmatic buying solution which had limited revenue impact. We have continued to invest resources in expanding our programmatic products and intend to offer a full end-to-end video-based programmatic solution in 2015. We may be unable to successfully sell, integrate or maintain this solution and there can be no assurance that our advertising customers or our network of digital media property owners will embrace or adopt our programmatic solution.

 

Due to our significant level of international operations, including our development and ad operations work conducted in India, we are subject to international operational, financial, legal and political risks that could harm our operating results.

 

Most of our research and development and ad operations work is conducted in India, where we have a significant presence. In addition, we have operations in Europe, Latin America and China, and may continue to expand our international operations into other countries. We expect to continue to rely on significant cost savings obtained by concentrating our research and development and ad operations work in India, rather than in the San Francisco Bay Area. However, the rate of wage inflation has historically been higher in India than in the United States, and we may not be able to maintain these cost savings in the future. If the cost of development and engineering work in India were to significantly increase or the labor environment in India were to change unfavorably, we would no longer be able to rely on these cost savings or may need to move our development, engineering and ad operations work elsewhere. Accordingly, if we are unable to rely on these significant cost savings, we would lose a competitive advantage, we may not be able to sustain our growth and our profits may decline.

 

Other risks associated with our international operations include:

 

•

The difficulty of managing and staffing international offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations, particularly labor, environmental, data privacy and other laws and regulations that govern our operations in those countries;

•

The challenge of managing a development team in geographically disparate locations;

•

Potential customer perceptions about receiving ad operations support services from India, where our ad operations team is based;

•

Legal uncertainties regarding foreign taxes, tariffs, quotas, export controls, export licenses, import controls and other trade barriers;

•

Economic and political instability and high levels of wage inflation;

•

Changes or volatility in currency exchange rates, especially the Euro and British pound sterling, which are the functional currencies for most of our European operations;

•

Potentially adverse tax consequences;

•

Legal requirements for transfer, processing and use of data generated through our operations in foreign countries;

•

Weaker intellectual property protection in some countries; and

•

Difficulties and costs in recruiting and retaining talented and capable individuals in foreign countries.

 

Any of these factors could harm our international operations and businesses and impair our ability to continue expanding into international markets.

 

Expanding our international operations subjects us to new challenges and risks.

 

We expect to expand our international operations by opening offices in new countries and regions. For example, we expanded into the United Kingdom with the acquisition of Appealing Media in the second half of 2011, launched operations in Canada, France and Spain in 2012, the Nordic region and Germany in 2013, and Latin America and China in 2014. However, we have a limited sales operations history as a company outside the United States, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the challenges of supporting a rapidly growing business in an environment of multiple cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. International expansion will require us to invest significant funds and other resources. Expanding internationally may subject us to new risks that we have not faced before or increase risks that we currently face, including risks associated with:

 

•

Establishing and maintaining effective controls at foreign locations and the associated increased costs;

 

 

•

Providing digital video advertising solutions among different cultures, including potentially modifying our solutions and features to ensure that we deliver ads that are culturally relevant in different countries;

•

Variations in traffic access costs and margins, region by region;

•

Increased competition from local providers of digital video advertising solutions;

•

Longer sales or collection cycles in some countries;

•

Credit risk and higher levels of payment fraud;

•

Compliance with anti-bribery laws, such as the Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;

•

Compliance with foreign data privacy frameworks, such as the EU Data Privacy Directive;

•

Currency exchange rate fluctuations;

•

Foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

•

Economic instability in some countries, particularly those in Europe where we have recently expanded;

•

Political instability;

•

Compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws;

•

The complexity and potential adverse consequences of U.S. tax laws as they relate to our international operations; and

•

Overall higher costs of doing business internationally.

 

Further expansion of our international operations may require significant management attention and financial resources and may place burdens on our management, administrative, operational and financial infrastructure. Additionally, in most instances digital media properties can change the terms and supply of ad inventory they make available to us at any time and if digital media properties increase the cost and/or reduce the supply of inventory available to us in international markets, our growth forecasts in these markets may suffer. Further, if our revenue from our international operations, and particularly from our operations in the countries and regions on which we have focused our spending, do not exceed the expense of establishing and maintaining these operations, our business and operating results will suffer.

 

We depend on the proliferation of digital video advertisements and anything that prevents this proliferation, including the possibility to opt out of services and functionality, will negatively impact our business model.

 

The success of our business model depends on our ability to deliver digital video advertisements to consumers on a wide variety of Internet-connected devices. We believe that digital video advertising is most successful when targeted primarily through analysis of data. This data might include a device's location or data collected when device users view an ad or video or when they click on or otherwise engage with an ad, or it could include demographic or other data about users' interests or activities that is licensed in or acquired from third parties. Users may elect not to allow data sharing for targeted advertising for many reasons, such as privacy concerns, or to avoid usage charges based on the amount or type of data consumed on the device. Users may opt out of interest-based advertising by YuMe through the opt-out feature on YuMe's website or the Network Advertising Initiative's consumer choices website or other opt-out features that may be developed. In addition, Internet-connected devices and operating systems controlled by third parties increasingly contain features that allow device users to disable functionality that allows for the delivery of ads on their devices. Device and browser manufacturers may include or expand these features as part of their standard device specifications. For example, when Apple announced that UDID, a standard device identifier used in some applications, was being superseded and would no longer be supported application developers were required to update their apps to utilize alternative device identifiers such as universally unique identifier, or, more recently, identifier-for-Advertising, which simplify the process for Apple users to opt out of behavioral targeting. In addition, many advertising companies may participate in self-regulatory programs, such as the Network Advertising Initiative or Digital Advertising Alliance, through which they agree to offer users the ability to opt out of behavioral advertising. If users elect to utilize the opt-out mechanisms in greater numbers, our ability to deliver effective advertising campaigns on behalf of our advertisers would suffer, which could hurt our ability to generate revenue and become profitable.

 

Our business depends on our ability to collect and use data to deliver ads, and to disclose data relating to the performance of our ads, and any limitation on these practices could significantly diminish the value of our solutions and cause us to lose customers and revenue.

 

When we deliver an ad to an Internet-connected device, we are able to collect information about the placement of the ad and the interaction of the device user with the ad, such as whether the user visited a landing page or watched a video. We are also able to collect information about the user's IP address, device, mobile location and some demographic characteristics. We may also contract with one or more third parties to obtain additional pseudonymous information about the device user who is viewing a particular ad, including information about the user's interests. As we collect and aggregate this data provided by billions of ad impressions, we analyze it in order to optimize the placement and scheduling of ads across the advertising inventory provided to us by digital media properties.

 

 

Although the data we collect does not enable us to determine the actual identity of any individual, our customers or end users might decide not to allow us to collect some or all of the data or might limit our use of it. For example, a digital media property might not agree to provide us with data generated by interactions with the content on its apps, or device users might not consent to share their information about device usage. Additionally, we collect substantially more data from digital media properties using our YuMe SDKs instead of industry standard technologies such as IAB's Video Ad Serving Template (“VAST”). If more digital media property owners choose to continue to use VAST or other industry standard technologies rather than our proprietary YuMe SDKs, our ability to collect valuable data may be impaired, negatively affecting our business and revenue. Any limitation on our ability to collect data about user behavior and interaction with content could make it more difficult for us to deliver effective digital video advertising programs that meet the demands of our customers. This in turn could harm our revenue and impair our business.

 

Although our contracts with advertisers generally permit us to aggregate data from advertising campaigns, sometimes an advertiser declines to permit the use of this data, which limits the usefulness of the data that we collect. Furthermore, advertisers may request that we discontinue using data obtained from their campaigns that have already been aggregated with other advertisers' campaign data. It would be difficult, if not impossible, to comply with these requests, and complying with these kinds of requests could cause us to spend significant amounts of resources. Interruptions, failures or defects in our data collection, mining, analysis and storage systems, as well as privacy concerns and regulatory restrictions regarding the collection, use and processing of data, could also limit our ability to aggregate and analyze the data from our customers' advertising campaigns. If that happens, we may not be able to optimize the placement of advertising for the benefit of our advertising customers, which could make our solutions less valuable, and, as a result, we may lose customers and our revenue may decline.

 

There have been announcements and reports that prominent advertising platforms plan on replacing cookies with alternative web tracking technologies. These alternative mechanisms have not been described in technical detail, and have not been announced with any specific stated time line. It is possible that these companies may rely on proprietary algorithms or statistical methods to track web users without the deployment of cookies, or may utilize log-in credentials entered by users into other web properties owned by these companies, such as their digital email services, to track web usage without deploying third party cookies. Alternatively, such companies may build alternative and potentially proprietary user tracking methods into their widely-used web browsers.

 

If and to the extent that cookies are replaced by proprietary alternatives, continued attempts by us to use cookie-based methods may face negative consumer sentiment, reduce our market share, or otherwise place us at a competitive disadvantage. If cookies are replaced, in whole or in part, by proprietary alternatives, we may be obliged to license proprietary tracking mechanisms and data from companies that have developed them, which also compete with us as advertising networks, and we may not be able to obtain such licenses on economically favorable terms. If such proprietary web-tracking standards are owned by companies that compete with us, they may be unwilling to make that technology available to us.

 

Our business practices with respect to data could give rise to liabilities, restrictions on our business or reputational harm as a result of evolving governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection.

 

In the course of providing our solutions, we collect, transmit and store information related to and seeking to correlate Internet-connected devices, user activity and the ads we place. Federal, state and international laws and regulations govern the collection, use, processing, retention, sharing and security of data that we collect across our advertising solutions. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data collection, processing use and disclosure. However, the applicability of specific laws may be unclear in some cases and domestic and foreign government regulation and enforcement of data practices and data tracking technologies is expansive, not clearly defined and rapidly evolving. In addition, it is possible that these requirements may be interpreted and applied in a manner that is new or inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any actual or perceived failure by us to comply with U.S. federal, state or international laws, including laws and regulations regulating privacy, data, security or consumer protection, or disclosure or unauthorized access by third parties to this information, could result in proceedings or actions against us by governmental entities, competitors, private parties or others. Any proceedings or actions against us alleging violations of consumer protection laws or asserting privacy-related theories could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, adversely affect the demand for our solutions and ultimately result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless our customers from the costs or consequences of litigation resulting from using our solutions or from the disclosure of confidential information, which could damage our reputation among our current and potential customers, require significant expenditures of capital and other resources and cause us to lose business and revenue.

 

The regulatory framework for privacy issues is evolving worldwide, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the digital advertising industry in particular. It is possible that new laws and regulations will be adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our business, particularly with regard to collection or use of data to target ads and communication with consumers and the international transfer of data from Europe to the U.S. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices.

 

The Federal Trade Commission has also adopted revisions to the Children's Online Privacy Protection Act (“COPPA”) that expand liability for the collection of information by operators of websites and other electronic solutions that are directed to children. Questions exist as to how regulators and courts may interpret the scope and circumstances for potential liability under COPPA, and the Federal Trade Commission continues to provide guidance and clarification as to its 2013 revisions of COPPA. FTC guidance or enforcement precedent may make it difficult or impractical for us to provide advertising on certain websites, services or applications. In addition, member states of the EU are in the process of reforming the EU's existing data protection legal framework, which may result in a greater compliance burden for us in the course of delivering ads in Europe. Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could reduce our revenue or compromise our ability to effectively pursue our growth strategy. Currently, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the “Cookie Directive,” directs EU member states to ensure that storing or accessing information on an Internet user’s device, such as through a cookie, is allowed only if the Internet user has given his or her consent. Because we lack a direct relationship with Internet users, we rely on our publishers, both practically and contractually, to obtain such consent. Some member states have adopted and implemented, and may continue to adopt and implement, legislation that negatively impacts the use of cookies for digital advertising. Some of these member states also require prior express user consent, as opposed to merely implied consent, to permit the placement and use of cookies. Where member states require prior express consent, our ability to deliver advertisements on certain websites or to certain users may be impaired.

 

While we have not collected data that is traditionally considered personal data, such as name, email address, physical address, phone numbers or social security numbers, we typically collect and store IP addresses, geo-location information, and device or other persistent identifiers that are or may be considered personal data in some jurisdictions or otherwise may be the subject of legislation or regulation. For example, some jurisdictions in the EU regard IP addresses as personal data, and certain regulators, like the California Attorney General’s Office, have advocated for including IP addresses, GPS-level geolocation data, and unique device identifiers as personal data under California law.

 

Evolving definitions of personal data, within the EU, the United States and elsewhere, especially relating to the classification of IP addresses, machine or device identifiers, geo-location data and other such information, may cause us to change our business practices, diminish the quality of our data and the value of our solution, and hamper our ability to expand our offerings into the EU or other jurisdictions outside of the United States. Our failure to comply with evolving interpretations of applicable laws and regulations, or to adequately protect personal data, could result in enforcement action against us or reputational harm, which could have a material adverse impact on our business, financial condition and results of operations.

 

In addition to compliance with government regulations, we voluntarily participate in trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct addressing the provision of Internet advertising. We could be adversely affected by changes to these guidelines and codes in ways that are inconsistent with our practices or in conflict with the laws and regulations of U.S. or international regulatory authorities. For instance, new guidelines, codes, or interpretations, by self-regulatory organizations or government agencies, may require additional disclosures, or additional consumer consents, such as “opt-in” permissions to share, link or use data in certain ways. If we fail to abide by or are perceived as not operating in accordance with industry best practices or any industry guidelines or codes with regard to privacy, our reputation may suffer and we could lose relationships with advertisers and digital media properties.

 

 

We depend on digital media properties for advertising inventory to deliver our advertising customers' advertising campaigns, and any decline in the supply of advertising inventory from these digital media properties could hurt our business.

 

We depend on digital media properties to provide us with inventory within their sites and apps on which we deliver ads. Generally, the digital media property owners that supply their advertising inventory to us are not required to provide any minimum amounts of advertising inventory to us, nor are they contractually bound to provide us with a consistent supply of advertising inventory. The tools that we provide to digital media properties allow them to make decisions as to how to allocate advertising inventory among us and other advertising technology providers, some of which may be our competitors. An ad exchange, or other third party acting as an intermediary on behalf of digital media properties, could pressure us to increase the prices we pay to digital media property owners for that inventory, which may reduce our operating margins, or otherwise block our access to that inventory, without which we would be unable to deliver ads on behalf of our advertising customers.

 

In most instances, digital media properties can change the amount of inventory they make available to us at any time. Digital media properties may seek to change the terms at which they offer inventory to us, or they may elect to make advertising inventory available to our competitors who offer ads to them on more favorable economic terms. Supply of advertising inventory is also limited for some digital media properties, such as special sites or new technologies, and these digital media properties may request higher prices, fixed price arrangements or guarantees. In addition, digital media properties sometimes place significant restrictions on our use of their advertising inventory. These restrictions may prohibit ads from specific advertisers or specific industries, or they could restrict the use of specified creative content or format.

 

If digital media properties decide not to make advertising inventory available to us for any of these reasons, or decide to increase the price of inventory, or place significant restrictions on our use of their advertising inventory, we may not be able to replace this with inventory from other digital media properties that satisfy our requirements in a timely and cost-effective manner. If we enter into fixed price arrangements or guarantees to secure inventory or significantly increase the amounts of such arrangements or guarantees, we may be unable to sell some or all of such inventory profitably or at all. In addition, significant digital media properties in the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of advertising inventory. If any of this happens, our revenue could decline, our liquidity could be negatively impacted and our cost of acquiring inventory could increase, lowering our operating margins.

 

Our business model is dependent on the continued growth in usage of the Internet, computers, smartphones, tablets, Internet-connected TVs and other devices, as well as continued audience fragmentation as a result of this continued growth.

 

Our business model depends on the continued proliferation of the Internet, computers and Internet-connected devices, such as smartphones, tablets and Internet-connected TVs, as well as the increased consumption of digital media content on the Internet through those devices resulting in increased audience fragmentation. However, consumer usage of these Internet-connected devices and resulting audience fragmentation may be inhibited for a number of reasons, such as:

 

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Inadequate network infrastructure to support advanced features;

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Users' concerns about the security of these devices and the privacy of their information;

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Inconsistent quality of cellular or wireless connections;

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Unavailability of cost-effective, high-speed Internet service;

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Changes in network carrier pricing plans that charge device users based on the amount of data consumed; and

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Government regulation of the Internet, telecommunications industry, mobile platforms and related infrastructure.

 

For any of these reasons, users of the Internet and Internet-connected devices may limit the amount of time they spend and the type of activities they conduct on these devices. In addition, technological advances may standardize or homogenize the way users access digital video content, making brand-receptive audiences easier for advertisers to reach without use of our solutions. Our total addressable market size may be significantly limited if user adoption of the Internet and Internet-connected devices and consumer consumption of content on those devices and resulting audience fragmentation do not continue to grow. These conditions could compromise our ability to increase our revenue and to become profitable.

 

 

We may be unable to deliver advertising in a context that is appropriate for digital advertising campaigns, which could harm our reputation and cause our business to suffer.

 

It is very important to advertisers that their brand advertisements not be placed in or near content that is unlawful or would be deemed offensive or inappropriate by their customers. Unlike advertising on television, where the context in which an advertiser's ad will appear is highly predictable and controlled, digital media content is more unpredictable, and we cannot guarantee that digital video advertisements will appear in a context that is appropriate for the brand. If we are not successful in delivering context appropriate digital video advertising campaigns for advertisers, our reputation will suffer and our ability to attract potential advertisers and retain and expand business with existing advertisers could be harmed, or our customers may seek to avoid payment or demand future credits for inappropriately placed advertisements, any of which could harm our business, financial condition and operating results.

 

Any inability to deliver successful digital video advertising campaigns due to technological challenges or an inability to persuasively demonstrate success will prevent us from growing or retaining our current advertiser base.

 

It is critical that we deliver successful digital video advertising campaigns on behalf of our advertisers. Factors that may adversely affect our ability to deliver successful digital video advertising campaigns include:

 

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Inability to accurately process data and extract meaningful insights and trends, such as the failure of our Audience Amplifier to accurately process data to place ads effectively at digital media properties;

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Faulty or out-of-date algorithms that fail to properly process data or result in inability to capture brand-receptive audiences at scale;

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Technical or infrastructure problems causing digital video not to function, display properly or be placed next to inappropriate context;

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Inability to control video completion rates, maintain user attention or prevent end users from skipping advertisements;

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Inability to detect and prevent advertising fraud and other malicious activity; and

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Unavailability of standard digital video audience ratings and brand receptivity measurements for brand advertisers to effectively measure the success of their campaigns.

 

Our ability to deliver successful advertising campaigns also depends on the continuing and uninterrupted performance of our own internal and third party managed systems, which we utilize to place ads, monitor the performance of advertising campaigns and manage our advertising inventory. Our revenue depends on the technological ability of our solutions to deliver ads and measure them. Sustained or repeated system failures that interrupt our ability to provide solutions to customers, including security breaches and other technological failures affecting our ability to deliver ads quickly and accurately and to collect and process data in connection with these ads, could significantly reduce the attractiveness of our solutions to advertisers, negatively impact operations and reduce our revenue. Our systems are vulnerable to damage from a variety of sources, including telecommunications failures, power outages, malicious human acts and natural disasters. In addition, any steps we take to increase the reliability and redundancy of our systems may be expensive and may not be successful in preventing system failures. Also, advertisers may perceive any technical disruption or failure in ad performance on digital media properties' platforms to be attributable to us, and our reputation could similarly suffer, or advertisers may seek to avoid payment or demand future credits for disruptions or failures, any of which could harm our business and results of operations. If we are unable to deliver successful advertising campaigns, our ability to attract potential advertisers and retain and expand business with existing advertisers could be harmed and our business, financial condition and operating results could be adversely affected.

 

The impact of worldwide economic conditions, including effects on advertising spending by brand advertisers, may adversely affect our business, operating results and financial condition.

 

Our financial performance is subject to worldwide economic conditions and their impact on advertising spending by brand advertisers, which may be disproportionately affected by economic downturns. Expenditures by advertisers generally tend to reflect overall economic conditions, and to the extent that worldwide economic conditions materially deteriorate or change, our existing and potential advertisers may reduce current or projected advertising budgets and the use of our advertising solutions. In particular, digital video advertising may be viewed by some of our existing and potential advertisers as a lower priority and could cause advertisers to reduce the amounts they spend on advertising, terminate their use of our digital video advertising solutions or default on their payment obligations to us, which could have a material adverse effect on our business, financial condition and results of operations.

 

Our sales efforts with advertisers and digital media properties require significant time and expense.

 

Attracting new advertisers and digital media properties requires substantial time and expense, and we may not be successful in establishing new relationships or in maintaining or advancing our current relationships. For example, it may be difficult to identify, engage and market to potential advertisers who do not currently spend on digital video advertising or are unfamiliar with our current solutions. Furthermore, many of our customers' purchasing and design decisions typically require input from multiple internal constituencies, including those units historically responsible for a larger TV brand campaign. As a result, we must identify those persons involved in the purchasing decision and devote a sufficient amount of time to presenting our solutions to each of those persons.

 

 

The novelty of our solutions and our business model often requires us to spend substantial time and effort educating potential advertisers, advertising agencies and digital media properties about our offerings, including providing demonstrations and comparisons against other available solutions. This process can be costly and time-consuming. If we are not successful in targeting, supporting and streamlining our sales processes, our ability to grow our business may be adversely affected.

 

If our pricing model is not accepted by our advertisers, we could lose customers and our revenue could decline.

 

We offer our solutions to advertisers based principally on a fixed-rate pricing model under which the fee is based on the number of times the ad is shown, known as an impression, without regard to immediate performance. Alternative pricing models, such as cost-per-click, cost-per-action and cost-per-engagement, have proliferated in the marketplace and may make it more difficult for us to convince advertisers that our pricing model is superior. We do not employ pricing models under which advertisers pay only if some specific viewer action is taken, for instance, clicking through to a website or installing a mobile application. Our ability to generate significant revenue from advertisers will depend, in part, on the advertisers' belief in the brand uplift and recall value proposition of digital video advertising compared to either traditional TV advertising or performance-based advertising and pricing models. In addition, it is possible that new pricing models that are not compatible with our business model may be developed and gain widespread acceptance. If advertisers do not understand or accept the benefits of our pricing model, then the market for our solutions may decline or develop more slowly than we expect, limiting our ability to grow our revenue and profits.

 

Failure to manage growth properly could seriously harm our business.

 

We have experienced, and may continue to experience, significant growth in our business. If we do not effectively manage our growth, the quality of our solutions may suffer, which could negatively affect our reputation and demand for our solutions. Our growth has placed, and is expected to continue to place, a significant strain on our managerial, administrative, operational and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. Among other things, this will require us to:

 

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Implement additional management information systems;

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Further develop our operating, administrative, legal, financial and accounting systems and controls;

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Hire additional personnel;

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Develop additional levels of management within our company;

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Locate additional office space;

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Maintain and improve coordination among our engineering, product, operations, legal, finance, sales, marketing and customer service and support organizations; and

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Manage our expanding international operations.

 

Moreover, as our sales increase, we may be required to concurrently deploy our advertising technologies infrastructure at multiple additional locations and/or provide increased levels of customization. As a result, we may lack the resources to deploy our advertising solutions on a timely and cost-effective basis. Failure to accomplish any of these requirements could impair our ability to deliver our advertising solutions in a timely fashion, fulfill existing customer commitments or attract and retain new customers.

 

Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events and to interruption by man-made problems such as computer viruses or terrorism.

 

Our systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. For example, a significant natural disaster, such as a tornado, earthquake, fire or flood, could have a material adverse effect on our business, results of operations and financial condition, and our insurance coverage may be insufficient to compensate us for losses that may occur. Our corporate offices and one of our data centers are located in California, a region known for earthquakes and one of our data centers is located in New Jersey, a region susceptible to hurricane activity. A significant amount of our development and ad operations work is located in Chennai, India, a region susceptible to tsunamis and typhoons. In addition, acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could cause disruptions in our or our advertisers' businesses or the economy as a whole. Our servers may also be vulnerable to computer viruses, break-ins, denial-of-service attacks and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting California, New Jersey or Chennai, India. As we rely heavily on our data centers, computer and communications systems and the Internet to conduct our business and provide high-quality customer service, such disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt our advertisers' businesses, which could have a material adverse effect on our business, results of operations and financial condition.

 

 

If we do not retain our senior management team and key employees, or attract additional sales and technology talent, we may not be able to sustain our growth or achieve our business objectives.

 

Periodically, we experience attrition in certain key management positions. Our future success is substantially dependent on the continued service of our senior management team. We do not maintain key-person insurance on any of these employees. Our future success also depends on our ability to continue to attract, retain and motivate highly skilled employees, particularly employees with technical skills that enable us to deliver effective advertising solutions and sales and customer support representatives with experience in digital video advertising and strong relationships with brand advertisers, agencies and digital media properties. Competition for these employees, and for sales personnel, in our industry is intense. Many of the companies with which we compete for experienced personnel also have greater resources than we have. Competition for qualified personnel is particularly intense in the San Francisco Bay Area, where our headquarters are located, and in Chennai, India, where our engineering and research and development resources are primarily located. As a result, we may be unable to attract or retain these management, technical, sales, marketing and customer support personnel that are critical to our success, resulting in harm to our key customer relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs. The loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and pursue our business goals.

 

If we cannot foster or maintain an effective corporate culture as we grow and evolve, our future success could be negatively impacted.

 

We believe that fostering and maintaining an effective corporate culture that promotes innovation, creativity and teamwork has been and will be in the future a critical contributor to our success. Fostering and maintaining an effective corporate culture will become increasingly difficult as we grow and implement the more complex organizational management structures necessary to support our growth and to comply with the requirements imposed on public companies. Failure to foster, maintain and further develop our culture could negatively impact our future success.

 

Acquisitions or investments may be unsuccessful and may divert our management's attention and consume significant resources.

 

A part of our growth strategy is to pursue additional acquisitions or investments in other businesses or individual technologies where the acquisition fits within our strategic goals and we could complete it at an attractive valuation. Any acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities or incur debt. In addition, acquisitions involve many risks, any of which could harm our business, including:

 

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Difficulties in integrating the operations, technologies, solutions and personnel of acquired businesses, especially if those businesses operate outside of our core competency of delivering digital video advertising;

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Cultural challenges associated with integrating employees from the acquired company into our organization;

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Ineffectiveness or incompatibility of acquired technologies or solutions;

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Potential loss of key employees of acquired businesses;

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Inability to maintain the key business relationships and the reputations of acquired businesses;

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Diversion of management's attention from other business concerns;

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Litigation for activities of the acquired company, including claims from terminated employees, customers, former stockholders or other third parties;

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In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

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Costs necessary to establish and maintain effective internal controls for acquired businesses;

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Failure to successfully further develop the acquired technologies in order to recoup our investment; and

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Increased fixed costs.

 

 

Activities of our advertising customers and digital media properties with which we do business could damage our reputation or give rise to legal claims against us.

 

We do not monitor or have the ability to control whether our advertising customers' advertising of their products and solutions complies with federal, state, local and foreign laws. Failure of our advertising customers to comply with federal, state, local or foreign laws or our policies could damage our reputation and expose us to liability under these laws. We may also be liable to third parties for content in the ads we deliver if the content involved violates copyrights, trademarks or other intellectual property rights of third parties or if the content is defamatory, unfair and deceptive, or otherwise in violation of applicable laws. A third party or regulatory authority may file a claim against us even if our advertising customer has represented that its ads are lawful and that they have the right to use any copyrights, trademarks or other intellectual property included in an ad. Any of these claims could be costly and time-consuming to defend and could also hurt our reputation within the advertising industry. Further, if we are exposed to legal liability, we could be required to pay substantial fines or penalties, redesign our business methods, discontinue some of our solutions or otherwise expend significant resources. Similarly, we do not monitor or have the ability to control whether digital media property owners with which we do business are in compliance with applicable laws and regulations, or intellectual property rights of others, and their failure to do so could expose us to legal liability. Third parties may claim that we should be liable to them for content on digital media properties if the content violates copyrights, trademarks or other intellectual property rights of third parties or if the content is defamatory, unfair and deceptive, or otherwise in violation of applicable laws or other brand protection measures.

 

Our software could be susceptible to errors, defects, or unintended performance problems that could result in loss of reputation, lost inventory or liability.

 

We develop and offer complex software that is embedded by digital media properties in devices, video technologies, software and operating systems. Complex software often contains defects, particularly when first introduced or when new versions are released. Determining whether our software has defects may occur after versions are released into the market and distributed to digital media properties. Defects, errors or unintended performance problems with our software could unintentionally jeopardize the performance of digital media properties' products. This could result in injury to our reputation, loss of revenue, diversion of development and technical resources, increased insurance costs and increased warranty costs. If our software contains any undetected defects, errors or unintended performance problems, digital media properties may refuse to embed our software into their products and we may be unable to collect data or acquire advertising inventory from digital media properties. These defects, errors and unintended performance problems could also result in product liability or warranty claims. Although we attempt to reduce the risk of losses resulting from these claims through warranty disclaimers and limitation of liability clauses in our agreements, these contractual provisions may not be enforceable in every instance. Furthermore, although we maintain errors and omissions insurance, this insurance may not adequately cover these claims. If a court refused to enforce the liability-limiting provisions of our contracts for any reason, or if liabilities arose that were not contractually limited or adequately covered by insurance, our business could be materially harmed.

 

Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business.

 

Our technologies incorporate software licensed from third parties, including some software, known as open source software, which we use without charge. Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our solutions to our customers. In the future, we could be required to seek licenses from third parties in order to continue offering our solutions, which licenses may not be available on terms that are acceptable to us, or at all. Alternatively, we may need to re-engineer our solutions or discontinue use of portions of the functionality provided by our solutions. In addition, the terms of open source software licenses may require us to provide software that we develop using this software to others on unfavorable license terms. Further, if a digital media property owner who embeds our software in their devices, video technologies, software and operating systems incorporates open source software into its software and our software is integrated with such open source software in the final product, we could, under some circumstances, be required to disclose the source code to our software. While we carefully monitor the use of all open source software and try to ensure that no open source software is used in such a way as to require us to disclose the source code to our software, such use could inadvertently occur. Our inability to use third party software or the requirement to disclose the source code to our software could result in disruptions to our business, or delays in the development of future offerings or enhancements of existing offerings, which could impair our business.

 

Software and components that we incorporate into our advertising solutions may contain errors or defects, which could harm our reputation and hurt our business.

 

We use a combination of custom and third party software, including open source software, in building our advertising solutions. Although we test software before incorporating it into our solutions, we cannot guarantee that all of the third party technologies that we incorporate will not contain errors, bugs or other defects. We continue to launch enhancements to our advertising solutions, and we cannot guarantee any of these enhancements will be free from these kinds of defects. If errors or other defects occur in technologies that we utilize in our advertising solutions, it could result in damage to our reputation and losses in revenue, and we could be required to spend significant amounts of additional research and development resources to fix any problems.

 

 

Our failure to protect our intellectual property rights could diminish the value of our solutions, weaken our competitive position and reduce our revenue.

 

We regard the protection of our intellectual property, which includes patents and patent applications, trade secrets, copyrights, trademarks and domain names, as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.

 

In the United States, we have seven patents issued, 18 non-provisional patent applications pending and one provisional patent application pending. We also have 34 foreign patent applications pending. There can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that these patents will not be challenged by third parties or found to be invalid or unenforceable. We have nine registered trademarks in the United States, 16 registered trademarks in foreign jurisdictions and are also pursuing the registration of additional trademarks and service marks in the United States and in locations outside the United States. Effective trade secret, copyright, trademark and patent protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property through additional patent filings that could be expensive and time-consuming.

 

Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Further, our competitors may independently develop technologies that are similar to ours but which avoids the scope of our intellectual property rights. In addition, the laws of many countries, such as China and India, do not protect our proprietary rights to as great an extent as do the laws of European countries and the United States. Further, the laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering solutions that incorporate our most technologically advanced features, which could seriously reduce demand for our advertising solutions. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not the litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not be able to stop our competitors from infringing our intellectual property rights.

 

We could incur substantial costs and disruption to our business as a result of any claim of infringement of another party's intellectual property rights, which could harm our business and operating results.

 

In recent years, there has been significant litigation in the United States over patents and other intellectual property rights. From time to time, we face allegations that we or customers who use our products have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including allegations made by our competitors or by non-practicing entities. We cannot predict whether assertions of third party intellectual property rights or claims arising from these assertions will substantially harm our business and operating results. If we are forced to defend any infringement claims, whether they are with or without merit or are ultimately determined in our favor, we may face costly litigation and diversion of technical and management personnel. Some of our competitors have substantially greater resources than we do and are able to sustain the cost of complex intellectual property litigation to a greater extent and for longer periods of time than we could. Furthermore, an adverse outcome of a dispute may require us: to pay damages, potentially including treble damages and attorneys' fees, if we are found to have willfully infringed a party's patent or other intellectual property rights; to cease making, licensing or using products that are alleged to incorporate or make use of the intellectual property of others; to expend additional development resources to redesign our products; and to enter into potentially unfavorable royalty or license agreements in order to obtain the rights to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. In any event, we may need to license intellectual property which would require us to pay royalties or make one-time payments. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, operating results, financial condition and reputation.

 

 

In addition, if our advertising customers do not own the copyright for advertising content included in their advertisements or if digital media property owners do not own the copyright for content to the digital media next to which the advertisements appear, advertisers and digital media properties could receive complaints from copyright owners, which could harm our reputation and our business.

 

If we fail to establish and maintain effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

 

Prior to our initial public offering (“IPO”), we were a private company and were not required to test our internal controls on a systematic basis. In addition, we had limited accounting personnel and other resources with which to address our internal controls. As a public company we are required to evaluate and determine the effectiveness of our internal control over financial reporting and, beginning with this Annual Report, to provide a management report on our internal control over financial reporting. This will require that we incur substantial additional internal costs to expand our accounting and finance functions; including costs associated with hiring additional accounting and administrative staff, and that we expend significant management efforts.

 

A material weakness in our internal control over financial reporting existed as of December 31, 2012. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, detected and corrected on a timely basis. This material weakness arose primarily due to a lack of technical accounting skills and a lack of adequate review processes and controls within our accounting and finance organization. As a result, there were a number of post-close and audit-related adjustments that were material to the financial statements, including adjustments to publisher costs, commissions and goodwill.

 

We have successfully completed the implementation of the remediation plan, including building a more experienced accounting and finance organization, and designing and implementing improved processes and controls. Accordingly, as of December 31, 2013, the previously disclosed material weakness had been remediated. However, the remediation of this material weakness may not prevent future material weaknesses in our internal control over financial reporting.

 

We have had significant operations both in the United States and India and we have recently expanded in Europe, Latin America and China. Historically, we have had separate systems of internal controls covering our international operations, which may have included control deficiencies. We are in the process of consolidating these systems and remediating any control deficiencies, and we may experience difficulties with the consolidation that could harm our operations and cause our business to suffer.

 

We may in the future discover areas of our internal controls that need improvement. Our internal control over financial reporting will not prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

 

If we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we or our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities.

 

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). As an emerging growth company we are not required to obtain auditor attestation of our reporting on internal control over financial reporting, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are not required to hold nonbinding advisory votes on executive compensation. We cannot predict whether investors will find our common stock less attractive as a result of our reliance on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

We will remain an emerging growth company until the earliest of: the end of the fiscal year in which the market value of the shares of our common stock held by non-affiliates exceeds $700 million as of June 30, the end of the fiscal year in which we have total annual gross revenue of $1.0 billion, the date on which we issue more than $1.0 billion in non-convertible debt in a three-year period, or August 2018.

 

 

We have incurred and will continue to incur significantly increased costs and devote substantial management time as a result of operating as a public company.

 

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we are and will continue to be subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and has made some activities more time consuming and costly, while also diverting management attention. In particular, we expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company as defined by the JOBS Act.

 

Operating as a public company has made it more expensive for us to obtain director and officer liability insurance. As a public company, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

 

We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.

 

While we anticipate that our existing cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next 12 months, we may need to raise additional capital to fund operations in the future or to finance acquisitions. If we seek to raise additional capital in order to meet various objectives, including developing existing or future technologies and solutions, increasing working capital, acquiring businesses, expanding geographically and responding to competitive pressures, capital may not be available on favorable terms or may not be available at all. Lack of sufficient capital resources could significantly limit our ability to take advantage of business and strategic opportunities. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or the continued development of new or existing technologies or solutions and geographic expansion.

 

Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

 

We may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. federal income tax purposes, including any limitations that may be imposed under Section 382 of the Internal Revenue Code as a result of our IPO. At December 31, 2014, we had federal net operating loss carryforwards of $9.5 million, which expire at various dates beginning in 2026. At December 31, 2014, we had state and local net operating loss carryforwards of $15.9 million, which expire beginning in 2016. Our gross state net operating loss carryforwards are separate from our federal net operating loss carryforwards and expire over various periods beginning in 2016, based on individual state tax law.

 

We periodically assess the likelihood that we will be able to recover our net deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, we concluded that a full valuation allowance against our net U.S. deferred tax assets should be applied as of December 31, 2014. To the extent we determine that all or a portion of our valuation allowance is no longer necessary, we will recognize an income tax benefit in the period this determination is made for the reversal of the valuation allowance. Once the valuation allowance is eliminated or reduced, its reversal will no longer be available to offset our current tax provision. These events could have a material impact on our reported results of operations.

 

Risks Related to Ownership of Our Common Stock:

 

An active trading market for our common stock may not be sustained and investors may not be able to resell their shares at or above the price at which they purchased them.

 

We have a limited history as a public company. An active trading market for our shares may not be sustained. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the price they paid or at the time that they would like to sell. In addition, an inactive market may impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration, which, in turn, could harm our business.

 

 

The trading price of the shares of our common stock is likely to remain volatile, and purchasers of our common stock could incur substantial losses.

 

Our stock price has been and is likely to remain volatile. Since shares of our common stock were sold in our initial public offering in August 2013 at a price of $9.00 per share, our stock price has ranged from $4.20 to $12.08 through February 20, 2015. The stock market in general and the market for technology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including:

 

•

Actual or anticipated variations in quarterly operating results;

•

Changes in financial estimates by us or by any securities analysts who might cover our stock;

•

Conditions or trends in our industry;

•

Stock market price and volume fluctuations of other publicly traded companies and, in particular, those that operate in the advertising, Internet or media industries;

•

Announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;

•

Announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

•

Capital commitments;

•

Additions or departures of key personnel; and

•

Sales of our common stock, including sales by our directors and officers or specific stockholders.

 

In addition, in the past, stockholders have initiated class action lawsuits against technology companies following periods of volatility in the market prices of these companies' stock. If litigation is instituted against us, we could incur substantial costs and divert management's attention and resources.

 

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

 

The trading market for our common stock is likely to respond to the presence or absence of equity research published about us and our business, and to the content of any such research. If no or few equity research analysts elect to provide research coverage of our common stock, the lack of research coverage may adversely affect the market price of our common stock. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to decline.

 

A sale of a substantial number of shares of our common stock in the public market could occur at any time. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

 

We had approximately 33.0 million shares of common stock outstanding as of December 31, 2014. Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline significantly.

 

As of December 31, 2014, approximately 7.7 million shares of common stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans have been registered under registration statements on Form S-8 and, subject to grants, vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates, may become available for sale in the public market.

 

Additionally, the holders of an aggregate of approximately 13.0 million shares of common stock and 24,838 shares of common stock issuable upon the exercise of outstanding warrants, or their transferees, have rights, subject to some conditions, to require us to file one or more registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. If we were to register these shares for resale, they could be freely sold in the public market. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

 

 

Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result.

 

There are provisions in our certificate of incorporation and bylaws that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by you and other stockholders. For example, our board of directors has the authority to issue shares of preferred stock, and to fix the price, rights, preferences, privileges and restrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change in control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders.

 

Our charter documents also contain other provisions that could have an anti-takeover effect, including that our board of directors is divided into three classes with staggered three-year terms and stockholders are not be able to remove directors other than for cause, take actions by written consent or call a special meeting of stockholders. In addition, stockholders are required to give advance notice to nominate directors or submit proposals for consideration at stockholder meetings.

 

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particular stockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our stock.

 

Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions.

 

Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in aggregate, beneficially own approximately 44% of our outstanding common stock. These persons, acting together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders.

 

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains.

 

We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of any existing or future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

 

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

None.

 

 

ITEM 2.

PROPERTIES

 

Our principal offices occupy approximately 26,900 square feet of leased office space in Redwood City, California pursuant to lease agreements that expire between August 2016 and April 2018. We also maintain offices in Chennai, India; Pune, India; New York, New York; Los Angeles, California; Atlanta, Georgia; Boston, Massachusetts; Chicago, Illinois; London, England; Paris, France; Hamburg, Germany; Madrid, Spain, Mexico City, Mexico; Stockholm, Sweden; Beijing, China and Shanghai, China. We believe that our current facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

 

 

ITEM 3.

LEGAL PROCEEDINGS

 

From time to time the Company may be a party to various litigation matters incidental to the conduct of its business. There is no pending or threatened legal proceeding to which the Company is currently a party that, in management’s opinion, is likely to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information for Common Stock

 

Our common stock has been listed on the New York Stock Exchange since August 7, 2013, under the symbol “YUME.” Prior to our initial public offering there was no public market for our common stock.

 

The following table sets forth for the indicated periods the high and low closing sales prices of our common stock as reported on the New York Stock Exchange.

 

		First Quarter 2014				Second Quarter 2014				Third Quarter 2014				Fourth Quarter 2014
High		$	8.37			$	7.33			$	6.34			$	5.53
Low		$	6.39			$	4.98			$	4.85			$	4.69

 

		Third Quarter 2013(1)				Fourth Quarter 2013
High		$	11.64			$	10.44
Low		$	8.13			$	6.26

(1)

Beginning on August 7, 2013

 

Stock Performance Graph

 

The graph set forth below compares the cumulative total stockholder return on an initial investment of $100 in our common stock on August 7, 2013 (the date of our IPO) until December 31, 2014, with the comparative cumulative total return of such amount on (i) the NYSE Composite Index, (ii) the S&P Information Technology Index and (iii) the S&P Internet and Software and Services Index over the same period. We have not paid any cash dividends and, therefore, the cumulative total return calculation for YuMe is based solely upon stock price movement and not upon reinvestment of cash dividends. The graph assumes our closing sales price on August 7, 2013 of $9.00 per share as the initial value of our common stock.

 

 

The comparisons shown in the graph below are based upon historical data. We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.

 

 

		8/07/2013				9/30/2013				12/31/2013				3/31/2014				6/30/2014				9/30/2014				12/31/2014
YuMe, Inc.		$	100.00			$	117.78			$	82.78			$	81.22			$	65.56			$	55.56			$	56.00
NYSE Composite			100.00				100.56				109.29				111.31				116.85				114.55				116.67
S&P Information Technology			100.00				102.34				115.92				118.56				126.28				132.30				139.24
S&P Internet Software & Services			100.00				102.21				123.09				124.17				128.37				136.64				131.22

 

The table and chart above assume $100.00 was invested in YuMe, Inc. on its IPO date, August 7, 2013, and in the indexes on July 31, 2013 and include the reinvestment of dividends.

 

The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended (the “Securities Act”), or a filing under the Exchange Act.

 

Dividend Policy

 

We have never declared or paid any dividends on our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plan

 

The information concerning our equity compensation plan is incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2014.

 

Stockholders

 

As of February 20, 2015, there were 69 registered stockholders of record for our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

 

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

a) Sale of Unregistered Securities

 

None.

 

b) Use of Proceeds from Public Offering of Common Stock

 

There have been no material changes in our use of the proceeds from our initial public offering in August 2013.

 

c) Issuer Purchases of Equity Securities

 

None.

 

ITEM 6.

SELECTED FINANCIAL DATA

 

The following selected consolidated financial data is derived from our audited consolidated financial statements, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Our historical results are not necessarily indicative of the results to be expected in the future. The selected consolidated financial data should be read together with Part II, Item 7: “Management's Discussion and Analysis of Financial Condition and Results of Operations” and in conjunction with the consolidated financial statements, related notes, and other financial information included elsewhere in this Annual Report.

 

		Year Ended December 31,
		2014				2013				2012				2011				2010
		(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue		$	177,779			$	151,128			$	116,744			$	68,565			$	51,872
Cost of revenue(1)			93,096				80,242				62,985				42,787				31,565
Gross Profit			84,683				70,886				53,759				25,778				20,307
Operating expenses:
Sales and marketing(1)			65,112				47,118				31,385				23,416				13,212
Research and development(1)			5,908				4,499				2,766				2,734				1,862
General and administrative(1)			21,736				17,992				12,466				10,596				5,263
Total operating expenses			92,756				69,609				46,617				36,746				20,337
Income (loss) from operations			(8,073	)			1,277				7,142				(10,968	)			(30	)
Other income (expense), net:
Interest expense			(8	)			(47	)			(117	)			(164	)			(54	)
Other income (expense), net			(888	)			(239	)			(147	)			(19	)			(171	)
Total other expense, net			(896	)			(286	)			(264	)			(183	)			(225	)
Income (loss) before income taxes			(8,969	)			991				6,878				(11,151	)			(255	)
Income tax (expense) benefit			224				(670	)			(612	)			62				(111	)
Net income (loss)		$	(8,745	)		$	321			$	6,266			$	(11,089	)		$	(366	)
Net income (loss) attributable to common stockholders		$	(8,745	)		$	321			$	89			$	(11,089	)		$	(366	)
Net income (loss) per share attributable to common stockholders:
Basic		$	(0.27	)		$	0.02			$	0.02			$	(3.04	)		$	(0.11	)
Diluted		$	(0.27	)		$	0.02			$	0.02			$	(3.04	)		$	(0.11	)
Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders:
Basic			32,591				15,752				4,716				3,650				3,260
Diluted			32,591				17,250				5,545				3,650				3,260
Other Financial Data:
Adjusted EBITDA(2)		$	1,433			$	8,975			$	11,820			$	(7,422	)		$	1,585

 

 

(1)

Stock-based compensation expense included in the consolidated statements of operations data above is as follows:

 

		Year Ended December 31,
		2014				2013				2012				2011				2010
		(in thousands)
Cost of revenue		$	342			$	185			$	128			$	68			$	14
Sales and marketing			2,776				1,806				1,215				981				554
Research and development			482				346				184				65				13
General and administrative			2,174				1,497				515				354				279
Total stock-based compensation		$	5,774			$	3,834			$	2,042			$	1,468			$	860

 

(2)

We define adjusted EBITDA as net income (loss) plus income tax (expense) benefit, interest expense, depreciation and amortization, and stock based compensation. Please see “Adjusted EBITDA” below for more information and for the reconciliation of adjusted EBITDA to net income (loss), which is the most directly comparable financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

		Year Ended December 31,
		2014				2013				2012				2011
		(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	38,059			$	42,626			$	27,909			$	19,023
Marketable securities (short- and long-term)			28,586				21,481			–				–
Property, equipment and software, net			10,407				6,610				5,551				5,227
Working capital			89,754				79,498				49,400				32,654
Total assets			155,042				145,387				90,614				58,814
Long-term debt, excluding current portion		–				–				–					177
Capital lease obligations, long-term		–					22				380				769
Convertible preferred stock		–				–					76,191				62,919
Total stockholders’ equity (deficit)			107,948				105,965				(15,329	)			(24,444	)

 

Adjusted EBITDA

 

To provide investors with additional information regarding our financial results, we have presented within this Annual Report on Form 10-K adjusted EBITDA, a non-GAAP financial measure. We have provided below a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

 

We have presented adjusted EBITDA in this Annual Report on Form 10-K because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the expenses eliminated in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, adjusted EBITDA is a key financial measure considered by the compensation committee of our board of directors in connection with the determination of compensation for our executive officers. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

 

Our use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:

 

•

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

Adjusted EBITDA does not reflect: (i)changes in, or cash requirements for, our working capital needs; (ii)the potentially dilutive impact of equity-based compensation; or (iii)tax payments that may represent a reduction in cash available to us; and

•

Other companies, including companies in our industry, may calculate adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

 

 

Because of these and other limitations, you should consider adjusted EBITDA along with other GAAP-based financial performance measures, including various cash flow metrics, net income or loss, and our other GAAP financial results. The following table presents a reconciliation of adjusted EBITDA to net income (loss) for each of the periods indicated:

 

		Year Ended December 31,
		2014				2013				2012				2011				2010
		(in thousands)
Net income (loss)		$	(8,745	)		$	321			$	6,266			$	(11,089	)		$	(366	)
Adjustments:
Interest expense			8				47				117				164				54
Income tax expense (benefit)			(224	)			670				612				(62	)			111
Depreciation and amortization expense			4,620				4,103				2,783				2,097				926
Stock-based compensation expense			5,774				3,834				2,042				1,468				860
Total adjustments			10,178				8,654				5,554				3,667				1,951
Adjusted EBITDA		$	1,433			$	8,975			$	11,820			$	(7,422	)		$	1,585

 

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

You should read the following discussion and analysis of our consolidated financial condition and results of operations in conjunction with the consolidated financial statements and the related notes to the consolidated financial statements included later in this Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-K, particularly in Part I, Item 1A: “Risk Factors.”

 

Overview

 

YuMe is a leading independent provider of global audience technologies, curating relationships between brand advertisers and consumers of video content across a growing range of connected devices. Combining data-driven technologies with deep insight into audience behavior, YuMe offers brand advertisers end-to-end marketing software.

 

Our digital video advertising solutions are purpose-built for brand advertisers, advertising agencies, and digital media properties. Through a sophisticated platform of proprietary embedded software, data science and machine-learning algorithms, we deliver TV-scale video advertising campaigns to relevant, brand-receptive digital audiences. We aggregate these audiences across a wide range of Internet-connected devices by providing global digital media properties with software that monetizes their professionally produced content and applications with our advertising campaigns. Our industry leadership is reflected in our wide audience reach, large customer base, and scale in data derived from our large embedded software base.

 

For our advertising customers, we overcome the complexities of delivering digital video advertising campaigns in a highly fragmented environment where audiences use an increasing variety of Internet-connected devices to access thousands of online and mobile websites and applications. Our solutions deliver video advertising campaigns seamlessly across personal computers, smartphones, tablets, set-top boxes, game consoles, Internet-connected TVs and other devices. In addition, our platform optimizes campaign results to metrics that are relevant to brand advertisers, such as brand awareness, message recall, brand favorability and purchase intent.

 

For global digital media property owners that supply advertising inventory, we offer a platform enabling us to offer their inventory to advertising customers and deliver digital video ads to the audiences of those digital media property owners that are optimized for specific advertising customer needs. We access data from this software and we apply our data science capabilities to target those audiences that will be relevant to advertisers. In combination, these capabilities allow us to deliver ads to audiences that we expect to be receptive to specific brand messages, while driving better monetization for the digital media property owner.

 

We generate revenue by delivering digital video advertisements on Internet-connected devices. Our ads run when users choose to view video content on their devices. Advertising customers submit orders to us and we fulfill those orders by delivering their digital video advertisements to audiences available through digital media properties, a process that we refer to as an advertising campaign. We are typically paid on a CPM basis, of which we generally pay digital media properties a negotiated percentage. Our customers primarily consist of large global brands and their advertising agencies. In the twelve months ended December 31, 2014, we had 880 customers, including 79 of the top 100 U.S. advertisers as ranked by the AdAge 100, such as American Express, AT&T, GlaxoSmithKline, Home Depot and McDonald's.

 

The core of our business relies on our sophisticated platform that encompasses customized embedded software, advertising management, and data science capabilities. Our YuMe SDKs are embedded by our digital media property owners and collect dozens of data elements that we use for our advanced audience modeling algorithms, continuously improving our ability to optimize campaigns around key brand metrics. Our PQI inventory scoring system leverages YuMe SDKs and other data sources through algorithms to assess the quality of ad placements and optimize placements to maximize brand advertising results. Our Audience Amplifier machine-learning tool uses those brand results in its correlative data models to find audiences that we expect to be receptive to specific brand messages.

 

Over our ten-year operating history we have amassed a vast amount of data derived from our large software installed base of YuMe SDKs that are embedded in online and mobile websites and entertainment applications residing on millions of personal computers, smartphones, tablets, Internet-connected TVs and other devices. This allows us to deliver television-like ads, enhanced and customized for each specific device type, and collect valuable advertisement viewership data. We collect billions of data points each year from ad impressions we deliver. As we grow our audience and advertiser footprint, we are able to collect even more data, which in turn enables us to improve the efficacy of our targeting models, further improving the utility of our solutions and driving additional adoption.

 

 

In July 2013, our board of directors and stockholders approved an amendment to our then current amended and restated certificate of incorporation. The amendment provided for a 1-for-6 reverse stock split of the outstanding common stock, effective July 24, 2013. Accordingly, (i) every six shares of common stock were combined into one share of common stock, (ii) the number of shares of common stock into which each outstanding option or warrant to purchase common stock is exercisable, as the case may be, have been proportionately decreased on a 1-for-6 basis, (iii) the exercise price for each such outstanding option or warrant to purchase common stock has been proportionately increased on a 6-for-1 basis, and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced on a 1-for-6 basis. All of the share numbers, share prices, and exercise prices have been adjusted within our consolidated financial statements, on a retroactive basis, to reflect this 1-for-6 reverse stock split. We paid cash in lieu of any fractional shares to which a holder of common stock would otherwise be entitled as a result of the reverse stock split.

 

On August 12, 2013, we closed the IPO of our common stock. In the IPO, we sold 5,125,000 shares of our common stock at a public offering price of $9.00 per share. Net proceeds were approximately $40.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses of $2.9 million. Upon the closing of the IPO, all outstanding shares of our convertible preferred stock automatically converted into 21,840,537 shares of common stock and all outstanding warrants to purchase convertible preferred stock converted into warrants to purchase 53,983 shares of our common stock.

 

Acquisition Activity

 

In December 2012, we acquired Crowd Science, Inc., a U.S.-based audience targeting technology company, for approximately $1.1 million in cash and 2,000,000 shares of our Series D-1 preferred stock. We held back $49,000 in cash and 400,000 shares of our Series D-1 convertible preferred stock until the second anniversary of the closing date, for general representations and subject to the satisfaction of certain performance conditions. The performance conditions were not met in 2013. As such, we permanently withheld the contingent consideration. Our 1-for-6 reverse stock split in July 2013 and the conversion of preferred stock to common stock associated with our IPO in August 2013 resulted in the number of shares permanently held back by the Company to become 66,666 common stock shares. We account for the withheld shares as 66,666 shares of treasury stock.

 

Other Information

 

After the filing of our Current Report on Form 8-K dated February 18, 2015, in which we furnished our press release announcing financial results for the fourth quarter and full year ended December 31, 2014, revenue estimate information became available to us, as a result of which we reported amounts in this Annual Report on Form 10-K that differ from the information furnished in our February 18, 2015 press release. As a result of the new information, we reduced reported revenue for the three months and year ended December 31, 2014 by $355,000, reduced fourth quarter net income by $355,000 and both basic and diluted net income per share by $0.01 per share, and increased full year 2014 net loss by $355,000 and both basic and diluted net loss per share by $0.01 per share.

 

Results of Operations

 

The following tables set forth our results of operations for the years ended December 31, 2014, 2013 and 2012. The period-to-period comparison of financial results is not necessarily indicative of future results.

 

		Year Ended December 31,
		2014								2013								2012
Consolidated Statements of Operations Data:		(dollars in thousands)
Revenue		$	177,779				100.0	%		$	151,128				100.0	%		$	116,744				100.0	%
Cost of revenue(1)			93,096				52.4				80,242				53.1				62,985				54.0
Gross profit			84,683				47.6				70,886				46.9				53,759				46.0
Operating expenses:
Sales and marketing(1)			65,112				36.6				47,118				31.2				31,385				26.9
Research and development(1)			5,908				3.3				4,499				3.0				2,766				2.4
General and administrative(1)			21,736				12.2				17,992				11.9				12,466				10.7
Total operating expenses			92,756				52.2				69,609				46.1				46,617				40.0
Income (loss) from operations			(8,073	)			(4.5	)			1,277				0.8				7,142				6.0
Interest and other income (expense), net:
Interest expense			(8	)			(0.0	)			(47	)			(0.0	)			(117	)			(0.1	)
Other income (expense), net			(888	)			(0.5	)			(239	)			(0.2	)			(147	)			(0.1	)
Total interest and other income (expense), net			(896	)			(0.5	)			(286	)			(0.2	)			(264	)			(0.2	)
Income (loss) before income taxes			(8,969	)			(5.0	)			991				0.6				6,878				5.8
Income tax (expense) benefit			224				0.1				(670	)			(0.4	)			(612	)			(0.5	)
Net income (loss)		$	(8,745	)			(4.9	)%		$	321				0.2	%		$	6,266				5.3	%

 

 

(1)

Stock-based compensation expense included in the consolidated statements of operations data above is as follows:

 

		Year Ended December 31,
		2014				2013				2012
		(in thousands)
Cost of revenue		$	342			$	185			$	128
Sales and marketing			2,776				1,806				1,215
Research and development(2)			482				346				184
General and administrative			2,174				1,497				515
Total stock-based compensation expense		$	5,774			$	3,834			$	2,042

 

(2)

Excludes $360,000, $226,000 and $79,000 of stock-based compensation expense that was capitalized as part of internal-use software development costs for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Revenue

 

We derive revenue principally from advertising solutions priced on a CPM basis and measured by the number of advertising impressions delivered on digital media properties. A substantial majority of our contracts with customers take the form of ad insertion orders placed by advertising agencies on behalf of their brand advertiser clients, which are typically one to three months in duration. Occasionally, we enter into longer term contracts with customers.

 

We count direct advertising customers in accordance with the following principles: (i) we count each advertiser, not the advertising agencies through which its ad insertion orders may be placed, as the customer; and (ii) entities that are part of the same corporate structure are counted as a single customer. We also generate other revenue from digital media property owners, including platform fees, professional service fees and ad serving fees and other revenue from intermediaries that have relationships with advertising agencies and advertisers. In calculating revenue per direct advertising customer, we exclude this other revenue.

 

Our revenue tends to fluctuate based on seasonal factors that affect the advertising industry. For example, many advertisers devote the largest portion of their budgets to the fourth quarter of the calendar year, to coincide with increased holiday and year-end purchasing activities. Historically, the fourth quarter of the year reflects the highest advertising activity and the first quarter reflects the lowest level of such activity.

 

		Year Ended December 31,				Change								Year Ended December 31,				Change								Year Ended December 31,
		2014				$				%				2013				$				%				2012
										(dollars in thousands)
Revenue		$	177,779			$	26,651				17.6	%		$	151,128			$	34,384				29.5	%		$	116,744

 

For 2014, revenue increased $26.7 million, or 17.6%, compared to 2013. The increase was primarily due to an increase of $26.5 million in net advertising sales. The increase in net advertising sales was primarily driven by an increase in the number of advertising customers, including those located in international markets. We had 880 advertising customers in 2014, an increase of 51.7%, compared to 580 in 2013. The average revenue per advertising customer for 2014 was $198,000, a decrease of 22.4%, compared to $255,000 for 2013. The decrease in average revenue per advertising customer was primarily the result of the increase in the number of new advertising customers, particularly new international customers, which tend to start out deploying smaller digital video advertising budgets through our solutions. Our top 20 advertising customers for 2014 accounted for $63.3 million, or 35.6%, of our revenue, compared to $61.9 million, or 41.0%, of our revenue for 2013.

 

For 2013, revenue increased $34.4 million, or 29.5%, compared to 2012. The increase was primarily due to an increase of $32.7 million in net advertising sales and $1.8 million in platform sales. The increase in net advertising sales was primarily driven by an increase in the number of advertising customers, including those located in international markets in which we operate and others we recently entered. We had 580 advertising customers with average revenue of $255,000 per advertising customer in 2013 compared to 449 advertising customers with average revenue of $257,000 per advertising customer in 2012. The decrease in average revenue per advertising customer was primarily the result of the increase in number of new advertising customers, particularly new international customers, which tend to start out deploying smaller digital video advertising budgets through our solutions. Our top 20 advertising customers for 2013 accounted for $61.9 million, or 41.0%, of our revenue, compared to $58.6 million or 50.2% of our revenue for 2012.

 

 

Cost of Revenue and Gross Profit

 

Our cost of revenue primarily consists of costs incurred with digital media property owners, typically under revenue-sharing arrangements. We refer to these costs as traffic acquisition costs. Generally, we incur traffic acquisition costs in the period the advertising impressions are delivered. In limited circumstances, we incur costs based on minimum guaranteed impressions. Cost of revenue also includes ad delivery costs, such as labor and related costs, depreciation and amortization related to acquired technologies, internally developed software and data center assets, and Internet access costs. These expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized. We expect cost of revenues, including our traffic acquisition costs, to increase, but to remain relatively constant as a percentage of revenue in the near term.

 

		Year Ended December 31,				Change								Year Ended December 31,				Change								Year Ended December 31,
		2014				$				%				2013				$				%				2012
										(dollars in thousands)
Cost of revenue		$	93,096			$	12,854				16.0	%		$	80,242			$	17,257				27.4	%		$	62,985
Gross profit amount		$	84,683			$	13,797				19.5	%		$	70,886			$	17,127				31.9	%		$	53,759
Gross profit percentage			47.6	%											46.9	%											46.0	%

 

For 2014, cost of revenue increased $12.9 million, or 16.0%, compared to 2013. The increase was primarily attributable to an increase of $11.5 million in traffic acquisition costs, third party service and delivery, and ad delivery costs as a result of the increase in revenue, and a $1.4 million increase in other costs of revenues. For 2014, cost of revenue, as a percentage of revenue, decreased 0.7% to 52.4% from 53.1% for 2013, primarily as a result of the increase in revenue and the benefit of certain economies of scale.

 

For 2013, cost of revenue increased $17.3 million, or 27.4%, compared to 2012. The increase was primarily attributable to an increase of $12.9 million in traffic acquisition costs due primarily to an increase in ad impressions delivered, as well as a $3.4 million increase in ad delivery costs. In addition, amortization expense increased $1.0 million related to amortization of acquired intangible assets in connection with our acquisition of Crowd Science in December 2012. Partially offsetting these increases was a decrease in other operating costs of $0.6 million primarily from lower equipment support and maintenance expenses. For 2013, cost of revenue, as a percentage of revenue, decreased 0.9% to 53.1% from 54.0% for 2012, primarily as a result of improved management of traffic acquisition costs.

 

Sales and Marketing

 

We sell to our customers primarily through our direct sales force personnel, who have established relationships with major ad agencies and direct relationships with advertisers. Our sales and marketing expenses primarily consist of salaries, benefits, stock-based compensation, travel and entertainment expenses, and incentive compensation for our sales and marketing employees. Sales and marketing expenses also include promotional, advertising and public relations costs, as well as depreciation, facilities and other supporting overhead costs. We expect sales and marketing expenses to increase as we hire additional employees to expand our sales force and to support our marketing initiatives, and to decline as a percentage of revenue over time.

 

		Year Ended December 31,				Change								Year Ended December 31,				Change								Year Ended December 31,
		2014				$				%				2013				$				%				2012
										(dollars in thousands)
Sales and marketing		$	65,112			$	17,994				38.2	%		$	47,118			$	15,733				50.1	%		$	31,385
Percentage of revenue			36.6	%											31.2	%											26.9	%

 

For 2014, sales and marketing expenses increased $18.0 million, or 38.2%, compared to 2013. The increase was primarily attributable to an increase of $16.1 million in employee compensation, benefits and other employee-related expenses, including stock-based compensation, primarily as a result of an increase in the number of employees as we expanded such organization domestically and internationally. Other sales and marketing expenses including advertising, promotions, tradeshows, sponsorships and consulting services, increased $1.9 million. For 2014, sales and marketing expenses, as a percentage of revenue, increased by 5.4% to 36.6% from 31.2% for 2013, primarily as a result of the increase in the number of sales and marketing employees.

 

For 2013, sales and marketing expenses increased $15.7 million, or 50.1%, compared to 2012. The increase was primarily attributable to an increase of $11.5 million in employee compensation, benefits and other employee-related expenses, including stock-based compensation, associated with an increase in sales and marketing employees as we expanded such organization domestically and internationally. Advertising-related and other sales and marketing expenses increased $3.7 million associated with the increase in revenue for 2013 compared to 2012. Additionally, depreciation and amortization increased by $0.5 million as a result of capital expenditures. For 2013, sales and marketing expenses, as a percentage of revenue, increased 4.3% to 31.2% from 26.9% for 2012, primarily as a result of the increase in sales and marketing employees and related expenses as we continued to expand our domestic and international sales force and increase market awareness of our solutions.

 

 

Research and Development

 

We engage in research and development efforts to create and enhance our existing, data-science capabilities and proprietary technologies. Our research and development expenses primarily consist of salaries, benefits and stock-based compensation for our engineers, product development and information technology personnel. Research and development expenses also include outside services and consulting, depreciation, facilities and other overhead costs. We capitalize a portion of our research and development costs attributable to internally developed software.

 

As of December 31, 2014, 2013 and 2012, we had 91, 89 and 82 research and development employees, respectively. As of December 31, 2014, 77 research and development employees were located in our Chennai and Pune, India offices. We expect our research and development expenses to increase as we continue to invest in the research and development of our products, and to increase as a percentage of revenue in the short term. We believe that our ten-year operating history and our ability to attract and retain the large pool of engineering talent available in India will help us expand our engineering resources and capabilities cost-effectively.

 

		Year Ended December 31,				Change								Year Ended December 31,				Change								Year Ended December 31,
		2014				$				%				2013				$				%				2012
										(dollars in thousands)
Research and development		$	5,908			$	1,409				31.3	%		$	4,499			$	1,733				62.7	%		$	2,766
Percentage of revenue			3.3	%											3.0	%											2.4	%

 

For 2014, research and development expenses increased $1.4 million, or 31.3%, compared to 2013. The increase was attributable to an increase of $0.7 million in employee compensation, benefits and other employee-related expenses, including stock-based compensation, as a result of an increase in the number of employees within our research and development organization as we expanded such organization, both domestically and internationally. Additionally, amortization and depreciation expense increased $0.7 million primarily related to purchases of computer equipment and software. For 2014, research and development expenses, as a percentage of revenue, increased by 0.3% to 3.3% from 3.0% for 2013, primarily as a result of the increase in research and development employee compensation, benefits and other employee-related expenses, including stock-based compensation

 

For 2013, research and development expenses increased $1.7 million, or 62.7%, compared to 2012. The increase was primarily attributable to an increase of $2.8 million in employee compensation, benefits and other employee-related expenses, including stock-based compensation, associated with an increase in research and development employees as we expanded such organization, both domestically and internationally. Partially offsetting this increase was a decrease of $1.1 million in other research and development costs, primarily related to capitalized software development costs. For 2013, research and development expenses, as a percentage of revenue, increased 0.6% to 3.0% in 2013 from 2.4% for 2012, primarily as a result of the increase in research and development employee compensation, benefits and other employee-related expenses, including stock-based compensation.

 

General and Administrative

 

Our general and administrative expenses primarily consist of salaries, benefits and stock-based compensation for our executive, finance, legal, human resources and other administrative employees. General and administrative expenses also include outside consulting, legal and accounting services, and facilities and other supporting overhead costs. We expect our general and administrative expenses to increase as we expand our financial, accounting, human resources, information systems and legal personnel and resources to support our public reporting requirements, and to decrease as a percentage of revenue over time.

 

		Year Ended December 31,				Change								Year Ended December 31,				Change								Year Ended December 31,
		2014				$				%				2013				$				%				2012
										(dollars in thousands)
General and administrative		$	21,736			$	3,744				20.8	%		$	17,992			$	5,526				44.3	%		$	12,466
Percentage of revenue			12.2	%											11.9	%											10.7	%

 

For 2014, general and administrative expenses increased $3.7 million, or 20.8%, compared to 2013. The increase was primarily attributable to a $3.3 million increase in employee compensation, benefits and other employee-related expenses, including stock-based compensation, as a result of an increase in the number of employees within our general and administrative organization. Additionally, other departmental expenses, including voice and data communications and insurance expenses, increased $2.3 million associated with the increase in the number of employees and additional costs associated with operating as a public company. Partially offsetting this increase were decreases of $0.6 million in professional service fees and $1.2 million in consulting services primarily related to our initial public offering in August 2013. For 2014, general and administrative expenses, as a percentage of revenue, increased by 0.3% to 12.2% from 11.9% for 2013, primarily as a result of the increase in general and administrative employees and the associated increase in employee compensation, benefits and other employee-related expenses, including stock-based compensation.

 

 

For 2013, general and administrative expenses increased $5.5 million, or 44.3%, compared to 2012. The increase was primarily attributable to an increase of $3.5 million in employee compensation, benefits and other employee-related expenses, including stock-based compensation, associated with an increase in general and administrative employees hired in association with the growth in our business and operating as a public company. Additionally, other general and administrative expenses, primarily audit, tax and other expenses, increased $2.1 million as we invested in infrastructure to prepare for the growth of the business, and our August 2013 IPO. For 2013, general and administrative expenses as a percentage of revenue increased 1.2% to 11.9% from 10.7% for 2012, primarily as a result of the increase in general and administrative employees and professional services, and due to costs associated with preparing for our IPO in August 2013.

 

Interest and Other Income (Expense), Net

 

Interest and other income (expense), net consists primarily of the interest expense on our capital lease obligations and notes payable, interest income earned on our cash and cash equivalents and marketable securities, foreign exchange gains and losses, and prior to our IPO in August 2013, the revaluation of our outstanding convertible preferred stock warrants.

 

		Year Ended December 31,								Year Ended December 31,								Year Ended December 31,
		2014				Change				2013				Change				2012
										(in thousands)
Interest income		$	639			$	580			$	59			$	58			$	1
Interest expense			(8	)			39				(47	)			70				(117	)
Transaction losses on foreign exchange			(1,027	)			(907	)			(120	)			(86	)			(34	)
Change in fair value of warrants liability		-					125				(125	)			(23	)			(102	)
Amortization and accretion of marketable securities			(503	)			(454	)			(49	)			(49	)		-
Other non-operating income (loss), net			3				7				(4	)			8				(12	)
Interest and other income (expense)		$	(896	)		$	(610	)		$	(286	)		$	(22	)		$	(264	)

 

Prior to our IPO, the fair value of our preferred stock warrant liability was re-measured at the end of each reporting period and any changes in fair value were recognized in other non-operating income (loss), net. Upon the closing of our IPO in August 2013, the preferred stock warrants were automatically converted into warrants to purchase common stock in accordance with their terms, which resulted in a reclassification of the preferred stock warrant liability to additional paid-in capital. Upon reclassification of the preferred stock warrants, no further changes in fair value will be recognized.

 

For 2014, interest and other income (expense), net increased by $0.6 million, compared to 2013. The increase was primarily due to an increase of $0.9 million in foreign transaction exchange losses as a result of the strengthening of the U.S. dollar compared to the Euro and British pound sterling during 2014. Additionally, amortization and accretion expense on our marketable securities increased $0.5 million. Partially offsetting these increases in other expense was an increase in interest income on our marketable securities of $0.6 million in 2014 compared to 2013. We began investing our cash and cash equivalents in marketable securities during the fourth quarter of 2013.

 

For 2013, interest and other income (expense), net remained relatively flat compared to 2012. An increase in foreign exchange losses of $0.1 million was offset by an increase of $0.1 million in interest earned on our short- and long-term marketable securities.

 

 

Provision for Income Taxes

 

Provision for income taxes consists of federal and state income taxes in the U.S. and income taxes in certain foreign jurisdictions, deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and the realization of net operating loss carryforwards.

 

		Year Ended December 31,								Year Ended December 31,								Year Ended December 31,
		2014				Change				2013				Change				2012
										(in thousands)
Income tax (expense) benefit		$	224			$	894			$	(670	)		$	(58	)		$	(612	)

 

For 2014, income tax benefit was primarily related to the full-year net loss before income taxes of $8.6 million. Partially offsetting the federal and state tax benefit were taxes due in foreign jurisdictions. For 2013, income tax provision was primarily related to the full-year net income before income taxes of $1.0 million and due to federal alternative minimum tax, state taxes and taxes due in foreign jurisdictions. For 2012, income tax provision was primarily related to the full-year net income before income taxes of $6.9 million and due to federal alternative minimum tax, state taxes and taxes due in foreign jurisdictions.

 

Adjusted EBITDA

 

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude expenses for: interest, income taxes, depreciation and amortization, and stock-based compensation. We believe that adjusted EBITDA provides useful information to investors in understanding and evaluating our operating results in the same manner as management and the board of directors. This non-GAAP information is not necessarily comparable to non-GAAP information of other companies. Non-GAAP information should not be viewed as a substitute for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of our profitability or liquidity. Users of this financial information should consider the types of events and transactions for which adjustments have been made. The following is a reconciliation of adjusted EBITDA to net income (loss) for the periods indicated below:

 

		Years Ended December 31,
		2014				2013				2012
						(in thousands)
Net income (loss)		$	(8,745	)		$	321			$	6,266
Adjustments:
Interest expense			8				47				117
Income tax expense (benefit)			(224	)			670				612
Depreciation and amortization expense			4,620				4,103				2,783
Stock-based compensation expense			5,774				3,834				2,042
Total Adjustments			10,178				8,654				5,554
Adjusted EBITDA		$	1,433			$	8,975			$	11,820

 

We have included adjusted EBITDA in this Annual Report on Form 10-K because it is a key measure used by us and the board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that adjusted EBITDA provides useful information in understanding and evaluating our operating results in the same manner as our management and board of directors.

 

Adjusted EBITDA has limitations as a financial measure, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

 

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

•

adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and

•

other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

 

Because of these limitations, adjusted EBITDA should be considered alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results.

 

 

Quarterly Results of Operations

 

The following tables presenting our unaudited quarterly results of operations should be read in conjunction with the consolidated financial statements and notes included in Item 8 of this Annual Report on Form 10-K. We have prepared the unaudited information on the same basis as our audited consolidated financial statements. Our operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.

 

The following tables present unaudited quarterly results for 2014 and 2013. These tables include all adjustments, consisting only of normal recurring adjustments, that we consider for the fair statement of our consolidated financial position and operating results for the quarters presented. Seasonality has caused, and is likely to continue to cause fluctuations in our quarterly results.

 

Selected summarized quarterly financial information for 2014 and 2013 is as follows (in thousands, except per share amounts):

 

		Fourth Quarter				Third Quarter				Second Quarter				First Quarter
2014
Revenue		$	57,108			$	42,993			$	40,386			$	37,292
Gross profit		$	27,547			$	20,319			$	19,709			$	17,108
Net income (loss)		$	1,912			$	(3,028	)		$	(2,560	)		$	(5,069	)
Net income (loss) per share attributable to common stock holders (a):
Basic		$	0.06			$	(0.09	)		$	(0.08	)		$	(0.16	)
Diluted		$	0.06			$	(0.09	)		$	(0.08	)		$	(0.16	)

 

 

		Fourth Quarter				Third Quarter				Second Quarter				First Quarter
2013
Revenue		$	54,039			$	36,157			$	34,320			$	26,612
Gross profit		$	25,976			$	17,189			$	15,662			$	12,059
Net income (loss)		$	5,379			$	(627	)		$	(1,093	)		$	(3,338	)
Net income (loss) per share attributable to common stock holders (a):
Basic		$	0.17			$	(0.03	)		$	(0.23	)		$	(0.69	)
Diluted		$	0.16			$	(0.03	)		$	(0.23	)		$	(0.69	)

 

(a)

Basic and diluted net income (loss) per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.

 

Liquidity and Capital Resources

 

Our principal sources of liquidity are our cash, cash equivalents, and marketable securities. As of December 31, 2014, we had $66.6 million in cash, cash equivalents, and marketable securities. Cash equivalents and marketable securities as of December 31, 2014 are comprised of money market funds and corporate bonds. Cash held internationally as of December 31, 2014 totaled $1.6 million.

 

Since inception, we have financed our operations and capital expenditures primarily through private sales of convertible preferred stock. On August 12, 2013, we closed our IPO in which we issued and sold 5,125,000 shares of common stock resulting in net proceeds of approximately $40.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses of $2.9 million. Upon the closing of the IPO, all of our convertible preferred stock outstanding automatically converted into 21,840,537 shares of common stock, based on the shares of convertible preferred stock outstanding as of August 12, 2013. In addition, all outstanding warrants to purchase convertible preferred stock automatically converted into warrants to purchase 53,983 shares of common stock, and the preferred stock warrant liability of $0.4 million as of August 12, 2013 was reclassified to additional paid-in capital.

 

In November 2014, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to borrow up to a maximum of $25.0 million collateralized by the Company’s cash deposits, accounts receivable and equipment, as well as certain other assets. The Loan and Security Agreement requires the Company to comply with certain financial and reporting covenants, including maintaining an adjusted quick ratio of 1.4 to 1.0. Annual fees under the agreement total one quarter of 1.0% of the average unused balance of the credit line per annum. As of December 31, 2014, the Company had no borrowings outstanding under this credit line. 

 

 

Our future capital requirements will depend on many factors, including our rate of revenue growth, the cost of maintaining and improving our technologies, and our operating expenses related to the development and marketing of our solutions. We believe that our existing cash, cash equivalents, and marketable securities balance will be sufficient to meet our anticipated cash requirements through at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect. In addition, we may elect to raise additional funds at any time through equity, equity-linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under Part I, Item 1A: “Risk Factors” in this Annual Report on Form 10-K. We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we will be subject to increased fixed payment obligations and could also be subject to restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. If we are unable to obtain needed additional funds, we will have to reduce our operating expenses, which would impair our growth prospects and could otherwise negatively impact our business.

 

The following table summarizes our cash flows for the periods presented:

 

		Year Ended December 31,
		2014				2013				2012
Consolidated Statements of Cash Flows Data:		(in thousands)
Net cash provided by operating activities		$	6,766			$	463			$	2,683
Net cash used in investing activities		$	(15,509	)		$	(25,232	)		$	(3,599	)
Net cash provided by financing activities		$	4,234			$	39,441			$	9,871

 

Operating Activities

 

Our primary source of cash from operating activities is receipts from the sale of our advertising solutions to our customers. Our primary uses of cash from operating activities are payments to publishers and other vendors for the purchase of digital media inventory and related costs, employee compensation and related expenses, sales and marketing expenses, general operating expenses, and the purchase of property and equipment.

 

We generated $6.8 million of cash from operating activities during 2014, primarily resulting from a net loss of $(8.7) million, as adjusted for non-cash charges related to:

 

•

Depreciation and amortization of $4.6 million;

•

Stock-based compensation of $5.8 million;

	•	Bad debt expense of $1.2 million;
	•	Amortization of premiums on marketable securities, net of $0.5 million; and

•

Deferred income taxes of $(0.3) million.

 

In addition, certain changes in our operating assets and liabilities resulted in significant cash increases (decreases) as follows:

 

•

$9.1 million from an increase in accounts payable, accrued digital media property owner costs and other accrued liabilities as a result of the growth of our business and the timing of payments to our vendors;

•

$(4.1) million from an increase in accounts receivable due to an increase in billings for advertising campaigns, especially during the fourth quarter ended December 31, 2014, as well as timing of payments from these advertising customers; and

•

$(1.1) million from an increase in prepaid expenses and other current assets primarily due to the timing of payments for rent, insurance and other operating costs.

 

We generated $0.5 million of cash from operating activities during 2013, primarily resulting from net income of $0.3 million, as adjusted for non-cash charges related to:

 

•

Depreciation and amortization of $4.1 million;

•

Stock-based compensation of $3.8 million;

•

Bad debt expense of $0.5 million; and

•

Deferred income taxes of $(0.2) million.

 

In addition, certain changes in our operating assets and liabilities resulted in significant cash increases (decreases) as follows:

 

•

$11.0 million from an increase in accounts payable, accrued digital media property owner costs and other accrued liabilities as a result of the growth of our business and the timing of payments to our vendors;

•

$(17.9) million from an increase in accounts receivable due to an increase in billings for advertising campaigns, especially during the fourth quarter ended December 31, 2013, as well as timing of payments from these advertising customers; and

•

$(1.2) million from an increase in prepaid expenses and other current assets primarily due to the timing of payments for rent, insurance and other operating costs.

 

We generated $2.7 million of cash from operating activities during 2012, primarily resulting from net income of $6.3 million, as adjusted for non-cash charges related to:

 

•

Depreciation and amortization of $2.8 million;

 

 

•

Stock-based compensation of $2.0 million; and

•

Bad debt expense of $0.4 million.

 

In addition, certain changes in our operating assets and liabilities resulted in significant cash increases (decreases) as follows:

 

•

$9.0 million from an increase in accrued digital media property owner costs and other accrued liabilities as a result of the growth of our business;

•

$(16.5) million from an increase in accounts receivable due to an increase in billings for advertising campaigns, especially during the fourth quarter ended December 31, 2012, as well as timing of payments from these advertising customers; and

•

$(1.2) million from a decrease in accounts payable of due to the timing of payments to vendors.

 

 

Investing Activities

 

Prior to 2013, our primary investing activities have consisted of (i) purchases of property and equipment to support the build out of our data centers and software to support website development and operations, and our corporate infrastructure, and (ii) acquisitions. Purchases of property and equipment may vary from period to period due to the timing of the expansion of our operations and website and internal-use software and development. During 2013, we purchased marketable securities using cash proceeds we received from our IPO in August 2013.

 

We used $15.5 million of cash for investing activities during 2014, primarily as follows:

 

•

$7.6 million to purchase short- and long-term marketable securities, net of maturities and sales;

•

$5.9 million to purchase property, equipment and software; and

•

$2.0 million to develop software for internal use.

 

We used $25.2 million of cash for investing activities during 2013, primarily as follows:

 

•

$21.5 million to purchase short- and long-term marketable securities;

•

$2.0 million to purchase property, equipment and software; and

•

$1.8 million to develop software for internal use.

 

We used $3.6 million of cash for investing activities during 2012, primarily as follows:

 

•

$1.7 million to purchase property, equipment and software;

•

$0.8 million for business acquisitions, net of cash acquired;

•

$0.7 million to develop software for internal use; and

•

$0.3 million to segregate as restricted cash.

 

Financing Activities

 

Prior to our IPO, our financing activities consisted primarily of net proceeds from the issuance of convertible preferred stock, notes payable with a bank and the issuance of common stock related to the exercise of stock options. In our IPO, which closed on August 12, 2013, we issued and sold 5,125,000 shares of common stock at a price of $9.00 per share. Net proceeds were approximately $40.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses of $2.9 million.

 

We generated $4.2 million of cash from financing activities during 2014. We received $4.6 million of proceeds from the exercise of common stock options, partially offset by $0.3 million of repayments of borrowings under notes payable and capital leases.

 

We generated $39.4 million of cash from financing activities during 2013. We received $40.0 million of net cash proceeds in connection with our IPO and $0.3 million of proceeds from the exercise of common stock options, partially offset by $0.8 million of repayments of borrowings under notes payable and capital leases.

 

We generated $9.9 million of cash from financing activities during 2012. We issued 7,612,087 shares of Series D-1 preferred stock for net proceeds of $10.0 million and we received $0.7 million from proceeds from the exercise of common stock options. This was offset by repayments of $0.9 million of borrowings under notes payable and capital leases.

 

Off Balance Sheet Arrangements

 

We did not have any off balance sheet arrangements as of December 31, 2014 and 2013.

 

 

Indemnification Agreements

 

In the ordinary course of business, we provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, solutions to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

 

Contractual Obligations

 

We lease various office facilities, including our corporate headquarters in Redwood City, California, under operating lease agreements that expire through August 2024. The terms of the lease agreements provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over the lease periods. Rent expense under operating leases totaled $2.7 million, $2.2 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

 

We also have capital lease obligations, and enter into agreements with digital media property owners that require the purchase of a minimum number of impressions on a monthly or quarterly basis. Our capital lease obligations mature at various dates through September 2015, while purchase commitments expire on various dates through December 2016.

 

Our future minimum payments under these arrangements as of December 31, 2014 are as follows (in thousands):

 

		Payments Due by Period
		Total				Less Than 1 Year				1 - 3 Years				3 - 5 Years				More Than 5 Years
Operating lease obligations		$	8,552			$	2,324			$	3,794			$	1,366			$	1,068
Capital lease obligations			42				42				—				—				—
Traffic acquisition costs and other purchase commitments			10,093				9,943				150				—				—
Total minimum payments		$	18,687			$	12,309			$	3,944			$	1,366			$	1,068

 

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a significant penalty are not included in the table above. The Company has determined its uncertain tax positions as of December 31, 2014 will not result in any additional taxes payable by the Company. As a result, no amounts are shown in the table above relating to the Company’s uncertain tax positions.

 

Critical Accounting Policies and Estimates

 

We prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

 

We believe that the assumptions and estimates associated with revenue recognition, internal-use software development costs, business combinations, income taxes and stock-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see Note 2 of the notes to our consolidated financial statements.

 

Revenue Recognition

 

Our revenue is principally derived from advertising services measured by the number of advertising impressions displayed on digital media properties owned and controlled by third party digital media property owners and priced on a CPM basis. We recognize revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, we consider a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement. Our arrangements generally do not include a provision for cancellation, termination, or refunds that would significantly impact revenue recognition. Arrangements for these services generally have a term of up to three months and in some cases the term may be up to one year.

 

 

In the normal course of business, we act as a facilitator in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in the transaction. In determining whether we act as the principal or an agent, we follow the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because we are the primary obligor and are responsible for (i) identifying and contracting with third party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk and (iv) bearing sole responsibility for fulfillment of the advertising, we act as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

 

We generally recognize revenue based on delivery information from a combination of third party reporting and our proprietary campaign tracking systems. Revenue is attributed to the U.S. and individual foreign countries based on the employment location of the salesperson that facilitated the revenue generating transaction.

  

Multiple-element Arrangements

 

We enter into arrangements with customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another.

 

At the inception of an arrangement, we allocate arrangement consideration in multiple-deliverable revenue arrangements to all deliverables, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”), if available; (2) third party evidence (“TPE”), if VSOE is not available; and (3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.

 

VSOE—We evaluate VSOE based on our historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, we require that a substantial majority of the standalone selling prices for these services fall within a reasonably narrow pricing range. We historically have not entered into a large volume of single element arrangements, so we have not been able to establish VSOE for any of our advertising products.

 

TPE—When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services' selling prices are on a standalone basis. As a result, we have not been able to establish selling price based on TPE.

 

BESP—When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a standalone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, class of advertiser, size of transaction, seasonality, observed pricing trends, available online inventory, industry pricing strategies, market conditions and competitive landscape. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. We will regularly review BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period.

 

We recognize the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met.

 

Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of revenue recognition

 

Internal-use Software Development Costs

 

We capitalize certain costs related to software developed for internal use. In accordance with authoritative guidance, we begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our consolidated statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and expensed over the estimated useful life of the enhancements, generally three years.

 

 

Business Combinations

 

When we acquire a business, we determine the acquisition purchase price as the sum of the consideration we provide. When we issue stock-based awards to an acquired company's selling stockholders, we evaluate whether the awards are contingent consideration or compensation for post-business combination services. Our evaluation includes, among other things, whether the vesting of the stock-based 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 future compensation expense over the required service period.

 

We allocate the purchase price in a business combination to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. To date, the assets acquired and liabilities assumed in our business combinations have primarily consisted of acquired working capital and definite-lived intangible assets. The carrying value of acquired working capital is assumed to be equal to its fair value, given the short-term nature of these assets and liabilities.

 

Income Taxes

 

We account for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the 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.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. We maintain a full valuation allowance to offset domestic net deferred tax assets due to the uncertainty of realizing future tax benefits from our net operating loss carry forwards and other deferred tax assets. Our valuation allowance as of December 31, 2014 was attributable to the uncertainty of realizing future tax benefits from U.S. net operating losses, foreign timing differences and other deferred tax assets.

 

As of December 31, 2014, we had U.S. federal net operating loss carry forwards of approximately $9.5 million, expiring beginning in 2026. As of December 31, 2014, we had U.S. state net operating loss carry forwards of approximately $15.9 million, expiring beginning in 2016. As of December 31, 2014 we had federal research and development tax credits of approximately $0.8 million, expiring beginning in 2026. As of December 31, 2014, we had state research and development tax credits of approximately $0.7 million, and other tax credits of $0.3 million, both of which carry forward indefinitely.

 

We operate in various tax jurisdictions and we are subject to audit by various tax authorities. We provide for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law, and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.

 

We record uncertain tax positions in accordance with accounting standards on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority.

 

Stock-based Compensation

 

We account for stock-based compensation in accordance with the authoritative guidance on stock compensation. Under the fair value recognition provisions of this guidance, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

 

Determining the fair value of stock-based awards at the grant date requires judgment. We use the Black-Scholes option valuation model to determine the fair value of stock options. The determination of the grant date fair value of options using an option valuation model is affected by our common stock fair value as well as assumptions regarding a number of other complex and subjective variables. These variables include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends.

 

 

Recently Issued and Adopted Accounting Pronouncements

 

In February 2013, the FASB issued ASU 2013-2, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income (ASU 2013-2), to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-2 requires presentation, either on the face of the financial statements or in the notes, of amounts reclassified out of accumulated other comprehensive income by component and by net income line item. ASU 2013-2 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. We adopted ASU 2013-2 in the first quarter of fiscal 2014. The adoption of ASU 2013-2 did not have a significant impact on our consolidated financial statements.

 

In July 2013, the FASB issued amended standards that provided explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward or a tax credit carryforward exists. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance became effective on January 1, 2014 and should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The adoption of these amended standards did not have a significant impact on the Company’s financial position, results of operations, or cash flows.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We have operations in the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate and foreign exchange risks and inflation.

 

Interest Rate Fluctuation Risk

 

Our cash and cash equivalents consist of cash and highly liquid, short-term money market funds. Our marketable securities are classified as available-for-sale and consist of highly liquid corporate bonds, commercial paper and certificates of deposits that comply with our minimum credit rating policy. Short-term marketable securities consist of investments with final maturities of at least three months from the date of purchase that we intend to own for up to 12 months. Long-term marketable securities consist of investments with final maturities of more than 12 months that we intend to own for at least 12 months, but not more than 24 months. By policy, the final maturity for each security within the portfolio shall not exceed 24 months from the date of purchase and the weighted average maturity of the portfolio shall not exceed 12 months at any point in time. Our borrowings under notes payable and capital lease obligations are generally at fixed interest rates.

 

The primary objective of our investment activities is to preserve principal while maintaining liquidity and maximizing income without significantly increasing risk. Because our cash and cash equivalents have short maturities of less than three months, our cash and cash equivalents fair value is relatively insensitive to interest rate changes.

 

To provide a meaningful assessment of the interest rate risk within our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of our portfolio. Based on investment positions as of December 31, 2014, a hypothetical 100 basis point increase in interest rates across all maturities in our portfolio would result in an immaterial incremental decline in the fair market value of our portfolio. Such losses would only be realized if we sold the investments prior to maturity. As such, we do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our operating results or financial condition. In future periods, we will continue to evaluate our investment policy in order to ensure that we continue to meet our overall objectives. We do not enter into investments for trading or speculative purposes.

 

 

Foreign Currency Exchange Risk

 

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally the British pound sterling and Euro. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains (losses) related to revaluing certain cash balances, trade accounts receivable balances and intercompany balances that are denominated in currencies other than the U.S. dollar. In 2014, 2013 and 2012, foreign exchange transaction losses totaled $1.0 million, $0.1 million and $34,000, respectively. To the degree that our foreign revenues and expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. At this time we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

 

 

Inflation Risk

 

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. 

 

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm		46
Consolidated Balance Sheets		47
Consolidated Statements of Operations		48
Consolidated Statements of Comprehensive Income (Loss)		49
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)		50
Consolidated Statements of Cash Flows		51
Notes to Consolidated Financial Statements		52

 

The supplementary financial information required by this Item 8 is included in Item 7 under the caption “Quarterly Results of Operations.”

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

 

YuMe, Inc.

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income (loss), convertible preferred stock, convertible preferred stock and stockholders’ equity (deficit), and cash flows present fairly, in all material respects, the financial position of YuMe, Inc. and its subsidiaries (the “Company”) at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PricewaterhouseCoopers LLP

 

San Jose, California

 

March 10, 2015

 

 

YuMe, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

		As of December 31, 2014				As of December 31, 2013
Assets
Current assets:
Cash and cash equivalents		$	38,059			$	42,626
Marketable securities			26,158				7,295
Accounts receivable, net			68,441				65,493
Prepaid expenses and other current assets			3,642				2,572
Total current assets			136,300				117,986
Marketable securities, long-term			2,428				14,186
Property, equipment and software, net			10,407				6,610
Goodwill			3,902				3,902
Intangible assets, net			1,329				2,049
Restricted cash			292				292
Deposits and other assets			384				362
Total assets		$	155,042			$	145,387
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	11,692			$	7,722
Accrued digital media property owner costs			18,277				17,359
Accrued liabilities			16,338				12,734
Deferred revenue			198				314
Capital leases, current			41				359
Total current liabilities			46,546				38,488
Capital leases, non-current			-				22
Other long-term liabilities			117				139
Deferred tax liability			431				773
Total liabilities			47,094				39,422
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock: $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and December 31, 2013			-				-
Common stock: $0.001 par value; 200,000,000 shares authorized as of December 31, 2014 and 2013; 33,066,327 and 31,933,862 shares issued and outstanding as of December 31, 2014 and 2013, respectively			33				32
Additional paid-in-capital			138,497				127,690
Treasury stock: 66,666 shares as of December 31, 2014 and 2013			-				-
Accumulated deficit			(30,422	)			(21,677	)
Accumulated other comprehensive loss			(160	)			(80	)
Total stockholders’ equity			107,948				105,965
Total liabilities and stockholders’ equity		$	155,042			$	145,387

 

See accompanying notes to consolidated financial statements.

 

 

YuMe, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) 

 

		Years Ended December 31,
		2014				2013				2012
Revenue		$	177,779			$	151,128			$	116,744
Cost of revenue			93,096				80,242				62,985
Gross profit			84,683				70,886				53,759
Operating expenses:
Sales and marketing			65,112				47,118				31,385
Research and development			5,908				4,499				2,766
General and administrative			21,736				17,992				12,466
Total operating expenses			92,756				69,609				46,617
Income (loss) from operations			(8,073	)			1,277				7,142
Interest and other income (expense)
Interest expense			(8	)			(47	)			(117	)
Other income (expense), net			(888	)			(239	)			(147	)
Total interest and other income (expense)			(896	)			(286	)			(264	)
Income (loss) before income taxes			(8,969	)			991				6,878
Income tax (expense) benefit			224				(670	)			(612	)
Net income (loss)		$	(8,745	)		$	321			$	6,266
Net income (loss) attributable to common stockholders		$	(8,745	)		$	321			$	89
Net income (loss) per share attributable to common stockholders:
Basic		$	(0.27	)		$	0.02			$	0.02
Diluted		$	(0.27	)		$	0.02			$	0.02
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic			32,591				15,752				4,716
Diluted			32,591				17,250				5,545

 

See accompanying notes to consolidated financial statements.

 

 

YuMe, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

 

		Years Ended December 31,
		2014				2013				2012
Net income (loss)		$	(8,745	)		$	321			$	6,266
Other comprehensive income (loss):
Foreign currency translation adjustments			(58	)			45				(69	)
Unrealized loss on marketable securities, net of tax			(22	)			(7	)			-
Other comprehensive income (loss)			(80	)			38				(69	)
Comprehensive income (loss)		$	(8,825	)		$	359			$	6,197

 

See accompanying notes to consolidated financial statements.

 

 

YuMe, Inc.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

 

		Convertible Preferred Stock								Common Stock								Treasury Stock
		Shares				Amount				Shares				Amount				Shares				Amount				Additional Paid-In Capital				Accumulated Deficit				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
Balances at December 31, 2011			120,194,247			$	62,919				3,895,558			$	4				-			$	-			$	3,865			$	(28,264	)		$	(49	)		$	(24,444	)
Issuance of Series D-1 convertible preferred stock, net of issuance costs of $47			7,612,087				9,953				-				-				-				-				-				-				-				-
Issuance of Series D-1 convertible preferred stock upon acquisition of Crowd Science, Inc., net of issuance costs of $21			2,000,000				3,319				-				-				-				-				-				-				-				-
Issuance of common stock upon exercise of stock options			-				-				921,305				1				-				-				700				-				-				701
Income tax benefit from employee stock transactions			-				-				-				-				-				-				96				-				-				96
Stock-based compensation			-				-				-				-				-				-				2,121				-				-				2,121
Foreign currency translation adjustment			-				-				-				-				-				-				-				-				(69	)			(69	)
Net income			-				-				-				-				-				-				-				6,266				-				6,266
Balances at December 31, 2012			129,806,334			$	76,191				4,816,863			$	5				-			$	-			$	6,782			$	(21,998	)		$	(118	)		$	(15,329	)
Issuance of common stock upon exercise of stock options and warrants			-				-				215,960				-				-				-				282				-				-				282
Issuance of common stock upon the vesting of restricted stock units			-				-				2,168				-				-				-				-				-				-				-
Stock-based compensation			-				-				-				-				-				-				4,060				-				-				4,060
Foreign currency translation adjustment			-				-				-				-				-				-				-				-				45				45
Unrealized losses on marketable securities			-				-				-				-				-				-				-				-				(7	)			(7	)
Conversion of preferred stock to common stock			(129,806,334	)			(76,191	)			21,840,537				22				-				-				76,169				-				-				76,191
Conversion of preferred stock warrants to common stock warrants			-				-				-				-				-				-				426				-				-				426
Initial public offering, net of issuance costs			-				-				5,125,000				5				-				-				39,971				-				-				39,976
Treasury stock (Note 11)			-				-				(66,666	)			-				66,666				-				-				-				-				-
Net income			-				-				-				-				-				-				-				321				-				321
Balances at December 31, 2013			-			$	-				31,933,862			$	32				66,666			$	-			$	127,690			$	(21,677	)		$	(80	)		$	105,965
Issuance of common stock upon exercise of stock options			-				-				801,691				1				-				-				3,143				-				-				3,144
Issuance of common stock upon the vesting of restricted stock units			-				-				15,450				-				-				-				-				-				-				-
Issuance of common stock in connection with employee stock purchase plan			-				-				315,324				-				-				-				1,530				-				-				1,530
Stock-based compensation			-				-				-				-				-				-				6,134				-				-				6,134
Foreign currency translation adjustment			-				-				-				-				-				-				-				-				(58	)			(58	)
Unrealized losses on marketable securities			-				-				-				-				-				-				-				-				(22	)			(22	)
Net income			-				-				-				-				-				-				-				(8,745	)			-				(8,745	)
Balances at December 31, 2014			-			$	-				33,066,327			$	33				66,666			$	-			$	138,497			$	(30,422	)		$	(160	)		$	107,948

 

See accompanying notes to consolidated financial statements.

 

 

YuMe, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) 

 

		Years Ended December 31,
		2014				2013				2012
Operating activities:
Net income (loss)		$	(8,745	)		$	321			$	6,266
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			4,620				4,103				2,783
Stock-based compensation			5,774				3,834				2,042
Allowances for doubtful accounts receivable			1,154				493				393
Deferred income taxes			(340	)			(189	)			56
Excess income tax benefit from the exercise of stock options			-				-				(96	)
Amortization of premiums on marketable securities, net			498				-				-
Change in fair value of preferred stock warrants			-				125				102
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable			(4,102	)			(17,919	)			(16,520	)
Prepaid expenses and other current assets			(1,070	)			(1,227	)			(378	)
Deposits and other assets			(22	)			173				(62	)
Accounts payable			4,515				447				(1,175	)
Accrued digital media property owner costs			918				4,884				6,530
Accrued liabilities			3,704				5,671				2,486
Deferred revenue			(116	)			(214	)			212
Other liabilities			(22	)			(39	)			44
Net cash provided by operating activities			6,766				463				2,683
Investing activities:
Purchases of property and equipment			(5,888	)			(1,992	)			(1,716	)
Capitalized software development costs			(1,996	)			(1,752	)			(747	)
Purchases of marketable securities			(18,231	)			(21,488	)			-
Maturities of marketable securities			9,400				-				-
Sales of marketable securities			1,206				-				-
Acquisition, net of cash acquired			-				-				(844	)
Change in restricted cash			-				-				(292	)
Net cash used in investing activities			(15,509	)			(25,232	)			(3,599	)
Financing activities:
Proceeds from initial public offering, net of offering costs			-				39,976				-
Net proceeds from the issuance of convertible preferred stock			-				-				9,953
Repayments of borrowings under notes payable			-				(185	)			(344	)
Repayments of borrowings under capital leases			(340	)			(632	)			(535	)
Excess income tax benefit from the exercise of stock options			-				-				96
Proceeds from exercise of common stock options and warrants			4,574				282				701
Net cash provided by financing activities			4,234				39,441				9,871
Effect of exchange rate changes on cash and cash equivalents			(58	)			45				(69	)
Change in cash and cash equivalents			(4,567	)			14,717				8,886
Cash and cash equivalents—Beginning of period			42,626				27,909				19,023
Cash and cash equivalents—End of period		$	38,059			$	42,626			$	27,909
Supplemental disclosures of cash flow information:
Cash paid for interest		$	9			$	48			$	117
Cash paid for income taxes		$	930			$	440			$	85
Stock-based compensation capitalized for internal-use software		$	360			$	226			$	79
Non-cash investing and financing activities:
Purchases of property and equipment under capital lease obligations		$	-			$	-			$	187
Purchases of property and equipment recorded in accounts payable		$	37			$	582			$	200
Deferred offering costs recorded in accounts payable and accrued liabilities		$	-			$	-			$	156
Vesting of early exercised stock options		$	100			$	-			$	-
Issuance of 2,000,000 shares of Series D-1 preferred stock for acquisition of Crowd Science, Inc.		$	-			$	-			$	3,319

 

See accompanying notes to consolidated financial statements.

 

 

1.	Organization and Description of Business

 

Organization and Nature of Operations

 

YuMe, Inc. (the "Company") was incorporated in Delaware on December 16, 2004. The Company, including its wholly-owned subsidiaries, is a leading independent provider of digital video brand advertising solutions. The Company's proprietary technologies serve the specific needs of brand advertisers and enable them to find and target large, brand-receptive audiences across a wide range of Internet connected devices and digital media properties. The Company's software is used by global digital media properties to monetize professionally-produced content and applications. The Company facilitates digital video advertising by dynamically matching relevant audiences available through its digital media property partners with appropriate advertising campaigns from its advertising customers.

 

The Company helps its advertising customers overcome the complexities of delivering digital video advertising campaigns in a highly fragmented environment where dispersed audiences use a growing variety of Internet-connected devices to access thousands of online and mobile websites and applications. The Company delivers video advertising impressions across personal computers, smartphones, tablets, set-top boxes, game consoles, Internet-connected TVs and other devices. The Company's video ads run when users choose to view video content on their devices. On each video advertising impression, the Company collects dozens of data elements that it uses for its advanced audience modeling algorithms that continuously improve brand-targeting effectiveness.

 

Basis of Presentation

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

In July 2013, the Company's board of directors and stockholders approved an amendment to the amended and restated certificate of incorporation. The amendment provided for a 1-for-6 reverse stock split of the outstanding common stock, effective July 24, 2013. Accordingly, (i) every six shares of common stock were combined into one share of common stock, (ii) the number of shares of common stock into which each outstanding option or warrant to purchase common stock is exercisable, as the case may be, have been proportionately decreased on a 1-for-6 basis, (iii) the exercise price for each such outstanding option or warrant to purchase common stock has been proportionately increased on a 6-for-1 basis, and (iv) the conversion ratio for each share of preferred stock outstanding was proportionately reduced on a 1-for-6 basis. All of the share numbers, share prices, and exercise prices have been adjusted within these financial statements, on a retroactive basis, to reflect this 1-for-6 reverse stock split. The Company paid cash in lieu of any fractional shares to which a holder of common stock would otherwise be entitled as a result of the reverse stock split.

 

On August 12, 2013, the Company closed the IPO of its common stock pursuant to a registration statement on Form S-1. In the IPO, the Company sold 5,125,000 shares of common stock at a public offering price of $9.00 per share. Net proceeds were approximately $40.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses of $2.9 million. Upon the closing of the IPO, all outstanding shares of the Company’s convertible preferred stock automatically converted into 21,840,537 shares of common stock and all outstanding warrants to purchase convertible preferred stock converted into warrants to purchase 53,983 shares of common stock.

 

Basis of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Certain Significant Risks and Uncertainties

  

The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following areas could have a significant negative effect on its future financial position, results of operations, or cash flows: rates of revenue growth; traffic to and pricing with the Company's network of digital media property owners; scaling and adaptation of existing technology and network infrastructure; adoption of the Company’s product and solution offerings; management of the Company's growth; new markets and international expansion; protection of the Company's brand, reputation and intellectual property; competition in the Company's markets; recruiting and retaining qualified employees and key personnel; intellectual property infringement and other claims; and changes in government regulation affecting the Company's business, among other things.

 

 

2.	Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management's estimates.

 

Foreign Currency Translation and Transactions

 

The consolidated financial statements of the Company's foreign subsidiaries are measured using the local currency as the functional currency, except for India and France, which have U.S. dollar and British pound sterling functional currencies, respectively. Assets and liabilities of foreign subsidiaries are translated at exchange rates in effect as of the balance sheet date. Revenues and expenses are translated at average exchanges rates in effect during the period. Translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders' equity, on the consolidated balance sheets. Foreign exchange transaction gains and losses have not been material to the Company's consolidated financial statements for all periods presented.

 

Cash and Cash Equivalents

 

To date, the Company invests its excess cash in money market funds. The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash equivalents.

 

Marketable Securities

 

The Company began investing its cash and cash equivalents in marketable securities during the fourth quarter of 2013. Marketable securities are classified as available-for-sale and have consisted of highly liquid corporate bonds, commercial paper and certificates of deposits that comply with the Company’s minimum credit rating policy. Short-term marketable securities consist of investments with final maturities of at least three months from the date of purchase that the Company intends to own for up to 12 months. Long-term marketable securities consist of investments with final maturities of more than 12 months from the date of purchase that the Company intends to own for more than 12 months, but not more than 24 months. By policy, the final maturity for each security within the portfolio shall not exceed 24 months from the date of purchase and the weighted average maturity of the portfolio shall not exceed 12 months at any point in time. Marketable securities are carried at fair value with unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity on the consolidated balance sheets. See Note 4 for additional information regarding the Company’s marketable securities.

 

Restricted Cash

 

The lease agreement for the Company's New York office requires a security deposit to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord. The letter of credit is subject to renewal annually until the lease expires in March 2016. As of December 31, 2014 and 2013, the Company had letters of credit totaling $0.3 million included in restricted cash in the consolidated financial statements.

 

Concentrations and Other Risks

 

Financial instruments that subject the Company to a concentration of credit risk consist of cash and cash equivalents, marketable securities and accounts receivable. Cash and cash equivalents are deposited with one domestic and five foreign highly rated financial institutions and cash equivalents are invested in highly rated money market funds. Periodically, such balances may be in excess of federally insured limits. Marketable securities consist of highly liquid corporate bonds, commercial paper and certificates of deposits that comply with the Company’s minimum credit rating policy.

 

Except for the Company’s single largest advertising agency customer noted below, credit risk with respect to accounts receivable is dispersed due to the large number of advertising customers. Collateral is not required for accounts receivable. The Company performs ongoing credit evaluations of customers’ financial condition and periodically evaluates its outstanding accounts receivable and establishes an allowance for doubtful accounts receivable based on the Company’s historical experience, the current aging and circumstances of accounts receivable and general industry and economic conditions. Accounts receivable are written off by the Company when it has been determined that all available collection avenues have been exhausted. In 2014, bad debt write-offs totaled $0.7 million. Prior to 2014, write-offs for uncollectible accounts have not been significant. However, if circumstances change, higher than expected bad debts may result in future write-offs that are greater than the Company’s estimates.

 

 

The following table presents the changes in the allowance for doubtful accounts receivable (in thousands):

 

		Years Ended December 31,
		2014				2013				2012
Allowance for doubtful accounts receivable:
Balance - beginning of period		$	1,056			$	563			$	170
Allowance for doubtful accounts receivable			1,154				493				393
Doubtful accounts receivable write-offs			(739	)			-				-
Balance - end of period		$	1,471			$	1,056			$	563

 

The Company wrote-off $0.7 million of doubtful accounts receivable as bad debt during the year ended December 31, 2014. The Company did not write-off any doubtful accounts receivable as bad debt during the years ended December 31, 2013 and 2012.

 

One advertising agency customer accounted for 8%, 19% and 21% of the Company’s revenue in 2014, 2013 and 2012, respectively. The same customer accounted for 9% and 17% of the Company’s accounts receivable as of December 31, 2014 and 2013, respectively.

 

Property, Equipment and Software

 

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the shorter of the asset life or remaining lease term.

 

Internal-Use Software Development Costs

 

The Company capitalizes the costs to develop internal-use software when preliminary development efforts are successfully completed, it has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the software, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for upgrades and enhancements that are expected to result in additional material functionality are capitalized and amortized over the respective estimated useful life.

 

The Company capitalized $2.4 million, $2.0 million and $0.8 million of internal-use software costs during the years ended December 31, 2014, 2013 and 2012, respectively, which are included in property, equipment and software on the consolidated balance sheets. Amortization expense totaled approximately $1.1 million, $1.0 million and $0.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Impairment of Long-lived Assets

 

The Company evaluates its long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported as a separate caption at the lower of the carrying amount or fair value less costs to sell. There were no impairment charges recorded or changes in estimated useful lives during years ended December 31, 2014, 2013 and 2012.

 

Deferred Offering Costs

 

Deferred offering costs consisted primarily of direct incremental costs related to the Company's IPO. Upon completion of the IPO in August 2013, these amounts were offset against the proceeds of the offering. Consequently, there were no deferred offering costs included on the Company’s consolidated balance sheets as of December 31, 2013 or 2014.

 

Deferred Rent

 

The Company leases facilities worldwide under non-cancelable operating leases that expire through August 2024. These leases contain various renewal options. The Company recognizes rent holidays and escalating rent provisions on a straight-line basis over the term of the lease. The Company's deferred rent liability related to these facilities was approximately $0.3 and $0.2 million at December 31, 2014 and 2013, respectively, which are included in “Accrued liabilities” and “Other long-term liabilities” on the consolidated balance sheets.

 

 

Revenue Recognition

 

The Company's revenue is principally derived from advertising services measured by the number of advertising impressions displayed on digital media properties owned and controlled by third party digital media property owners and primarily priced on a cost per thousand impressions (“CPM”) basis. The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement. Arrangements for these services generally have a term of up to three months. In some cases the term may be up to one year or more.

 

In the normal course of business, the Company acts as a facilitator in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, because the Company is the primary obligor and is responsible for (i) identifying and contracting with third party advertisers, (ii) establishing the selling prices of the advertisements sold, (iii) performing all billing and collection activities including retaining credit risk and (iv) bearing sole responsibility for fulfillment of the advertising, which may also include committing to buy advertising inventory in advance, the Company acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

 

The Company recognizes revenue based on delivery information from a combination of third party reporting and the Company's proprietary campaign tracking systems.

 

Multiple-element Arrangements

 

The Company enters into arrangements with customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another.

 

At the inception of an arrangement, the Company allocates arrangement consideration in multiple-deliverable revenue arrangements to all deliverables, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third party evidence (“TPE”) if VSOE is not available; and (3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.

 

VSOE—The Company evaluates VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the standalone selling prices for these services fall within a reasonably narrow pricing range. The Company historically has not entered into a large volume of single-element arrangements, so it has not been able to establish VSOE for any of its advertising products.

 

TPE—When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company's go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services' selling prices are on a standalone basis. As a result, the Company has not been able to establish selling price based on TPE.

 

BESP—When the Company is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a standalone basis. BESP is generally used to allocate the selling price to deliverables in the Company's multiple-element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, class of advertiser, size of transaction, seasonality, observed pricing trends, available online inventory, industry pricing strategies, market conditions and competitive landscape. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company periodically reviews its BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that the Company reports in a particular period.

 

The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met. Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of revenue recognition.

 

 

Cost of revenue

 

Cost of revenue consists of amounts incurred with digital media property owners that are directly related to a revenue-generating event, direct labor costs, amortization of revenue-producing acquired technologies, Internet access costs and depreciation expense. The Company incurs costs with digital media property owners in the period the advertising impressions are delivered or in limited circumstances, based on minimum guaranteed number of impressions. Such amounts incurred are classified as cost of revenue in the corresponding period in which the revenue is recognized in the consolidated statements of operations.

 

Advertising expense

 

The Company's advertising costs are expensed as incurred. The Company incurred approximately $1.7 million, $1.5 million and $0.6 million in advertising expenses for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Comprehensive Income (Loss)

 

Comprehensive income (loss) consists of net income (loss) and changes in accumulated other comprehensive income (loss), which are primarily the result of foreign currency translation adjustments and unrealized gains or losses on marketable securities, net of tax.

 

Stock-based Compensation

 

The Company measures compensation expense for all stock-based payment awards, including stock options granted to employees, directors and non-employees based on the estimated fair values on the date of the grant. The fair value of each stock option granted is estimated using the Black-Scholes option valuation model. Stock-based compensation expense related to restricted stock units (“RSUs”) is based on the grant date fair value of the RSUs. Stock-based compensation is recognized on a straight-line basis over the requisite service period.

 

Stock-based compensation expense is recorded net of estimated forfeitures in our consolidated statements of income and as such is recorded for only those share-based awards that we expect to vest. The Company estimates the forfeiture rate based on historical forfeitures of equity awards and adjusts the rate to reflect changes in facts and circumstances, if any. The Company will revise our estimated forfeiture rate if actual forfeitures differ from our initial estimates.

 

Goodwill

 

Goodwill is not amortized, but is tested for impairment at least annually or as circumstances indicate the value may no longer be recoverable. The Company evaluates goodwill for impairment annually in the fourth quarter of its fiscal year or, whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or a significant decrease in expected cash flows. Through December 31, 2014, no impairment of goodwill has been identified.

 

The FASB issued an accounting standard update that permits entities to first assess qualitative factors to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This new guidance was adopted by the Company on January 1, 2012 on a prospective basis and the adoption of did not materially impact the Company’s consolidated financial statements. As of December 31, 2014 and 2013, the Company elected to first assess qualitative factors to determine whether it is necessary to perform the two-step annual goodwill impairment test. The Company assessed qualitative factors including its market capitalization, stock price, industry and market conditions, cost factors and cash flows and concluded that it was more likely than not that the fair value of its sole reporting unit is greater than the carrying value of goodwill.

 

Intangible Assets

 

Acquired intangible assets consist of acquired customer relationships, developed technology and non-compete agreements. Acquired intangible assets are recorded at fair value, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Through December 31, 2014, no impairment of intangibles has been identified.

 

 

Preferred Stock Warrant Liability

 

Prior to our IPO on August 7, 2013, freestanding warrants related to shares of the Company’s preferred stock that were contingently redeemable were classified as a liability on the Company's consolidated balance sheet. The convertible preferred stock warrants were subject to re-measurement at each balance sheet date up to the date of our IPO and any changes in fair value were recognized as a component of “Other income (expense), net.” As of August 7, 2013, all redeemable convertible preferred stock warrants were converted into warrants to purchase common stock and the liability of $0.4 million was reclassified to additional paid-in capital.

 

Income Taxes

 

The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or income tax returns. In estimating future tax consequences, expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company operates in various tax jurisdictions and is subject to audit by various tax authorities. The Company provides for tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, relative tax law, and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies.

 

The Company records uncertain tax positions in accordance with accounting standards on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority.

 

Recently Issued Accounting Standards

 

In February 2013, the FASB issued Accounting Standards Updates (“ASU”) 2013-2, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income (ASU 2013-2), to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-2 requires presentation, either on the face of the financial statements or in the notes, of amounts reclassified out of accumulated other comprehensive income by component and by net income line item. ASU 2013-2 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted ASU 2013-2 in the first quarter of fiscal 2014. The adoption of ASU 2013-2 did not have a significant impact on the Company's consolidated financial statements.

 

In July 2013, the FASB issued amended standards that provided explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward or a tax credit carryforward exists. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance became effective on January 1, 2014 and should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The adoption of these amended standards did not have a significant impact on the Company’s financial position, results of operations, or cash flows.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for the Company beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements.

 

3.	Acquisition

 

Crowd Science, Inc.

 

On December 28, 2012, the Company completed the acquisition of Crowd Science, Inc. (“Crowd Science”), a technology company providing online digital media properties audience measurement, ad targeting and web analytics. All of the share capital for Crowd Science was acquired in exchange for $1.1 million in cash and 2,000,000 shares of Series D-1 convertible preferred stock valued at $3.3 million, for a total consideration of $4.4 million. The Company held back $49,000 in cash and 400,000 shares of Series D-1 convertible preferred stock classified as contingent consideration to non-employee stockholders at the closing of the acquisition until the second anniversary of the closing date for general representations and warranties as well as performance conditions tied to the expected continuing employment of key employees. The goodwill generated from the Company's business combination is primarily related to expected synergies. The goodwill is deductible for U.S. federal income tax purposes.

 

 

The fair value of the Series D-1 convertible preferred stock of $1.67 per share was based on management's contemporaneous valuation of the Company as of December 28, 2012, the date of acquisition. In determining the enterprise equity value of the Company, management used a valuation methodology based on the income approach and the market approach utilizing guideline public companies. Once an enterprise equity value was calculated, management used the option pricing method to allocate the value to each series of preferred stock and common stock which generated a value of $1.67 per share of Series D-1 preferred stock.

 

As a condition to its acquisition of Crowd Science, the parties agreed that all amounts held back by the Company at closing, consisting of $49,000 in cash and 400,000 shares of Series D-1 convertible stock, may be permanently withheld by the Company if any key employee (identified in the acquisition agreement) were to voluntarily terminate his employment with the Company within the first year after closing of the acquisition. The performance conditions were not met during 2013. As such, the Company accounted for the settlement of this contingent consideration within equity during 2013. The Company’s 1-for-6 reverse stock split effective July 2013 and the conversion of preferred stock to common stock associated with the Company’s IPO in August 2013 resulted in the number of shares permanently held back by the Company to become 66,666 common stock shares. The Company accounts for the withheld shares as 66,666 shares of treasury stock.

 

The acquisition was accounted for as a business combination in accordance with ASC 805 with the results of the acquired company's operations included in the consolidated financial statements starting on December 28, 2012. The key factors underlying the acquisition were to acquire technology that would enhance audience reach and targeting across all video devices.

 

The aggregate purchase consideration and estimated fair values of the assets acquired and liabilities assumed at the date of acquisition were as follows (in thousands):

 

		Fair Value
Fair value of purchase consideration:
Cash consideration		$	1,033
Cash escrow account			49
2,000,000 Series D-1 preferred stock shares			3,319
Series D-1 issuance costs			21
Total purchase consideration		$	4,422

 

		Fair Value
Fair value of net assets acquired:
Cash		$	259
Accounts receivable			163
Other current assets			63
Property and equipment			14
Other assets			30
Developed technology			2,600
Goodwill			3,013
Total assets acquired			6,142
Accounts payable and accruals			461
Deferred revenue			223
Deferred tax liability			1,036
Total liabilities assumed			1,720
Net assets acquired		$	4,422

 

Details related to estimated useful lives and the valuation techniques utilized for estimating fair value of the intangible assets acquired are shown below:

 

Intangible Type		Valuation Type		Useful Life (years)
Developed Technology		Discounted cash flow method			4

 

 

The following unaudited pro forma financial information presents the results of operations of the Company and the acquired company as if the acquisition had occurred on January 1, 2011. The pro forma financial information is provided for comparative purposes only and is not necessarily indicative of what the actual results would have been had the acquisition occurred on January 1, 2011 (in thousands, except per share amounts):

 

		Pro Forma for the Year Ended December 31, 2012
Revenue		$	117,441
Net income		$	2,676
Basic and diluted net income (loss) per share attributable to common stockholders		$	0.00

 

4.	Cash, Cash Equivalents and Marketable Securities

 

The Company’s cash equivalents consist of highly liquid fixed-income investments with original maturities of three months or less at the time of purchase. Short- and long-term marketable securities are comprised of highly liquid available-for-sale financial instruments (primarily corporate bonds, commercial paper and certificates of deposit) with final maturities of at least three months but no more than 24 months from the date of purchase. The cost, gross unrealized gains and losses and fair value of the Company’s marketable securities consisted of the following as of December 31, 2014 and 2013 (in thousands):

 

		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
December 31, 2014:
Cash		$	26,755			$	—			$	—			$	26,755
Cash equivalents:
Money market funds			11,304				—				—				11,304
Total cash and cash equivalents			38,059				—				—				38,059
Marketable securities:
Corporate bonds			28,615				1				(30	)			28,586
Total marketable securities			28,615				1				(30	)			28,586
Total cash, cash equivalents and marketable securities		$	66,674			$	1			$	(30	)		$	66,645

 

		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
December 31, 2013:
Cash		$	24,255			$	—			$	—			$	24,255
Cash equivalents:
Money market funds			18,371				—				—				18,371
Total cash and cash equivalents			42,626				—				—				42,626
Marketable securities:
Corporate bonds			17,892				3				(10	)			17,885
Commercial paper			2,396				—				—				2,396
Certificates of deposit			1,200				—				—				1,200
Total marketable securities			21,488				3				(10	)			21,481
Total cash, cash equivalents and marketable securities		$	64,114			$	3			$	(10	)		$	64,107

 

Unrealized gains and losses, net of taxes, are included in “Accumulated other comprehensive loss,” which is reflected as a separate component of stockholders’ equity (deficit) on the consolidated balance sheets.

 

5.	Fair Value of Financial Instruments

 

The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy:

 

Level 1 -

Unadjusted quoted prices in active markets for identical assets or liabilities;

 

Level 2 -

Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3 -

Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

 

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities.

 

Prior to the conversion of the Company’s warrant liability on August 12, 2013, its preferred stock warrants were recorded at fair value. On August 12, 2013, upon the closing of the Company’s IPO, the warrants were converted from warrants to purchase preferred stock to warrants to purchase common stock and the liability at their then fair value of $0.4 million was reclassified to additional paid-in capital. Prior to this date, all changes in the fair value of the warrants were recorded in “Other income (expense), net” in the consolidated statements of operations. The fair value of the warrants outstanding, which were remeasured to fair value on a recurring basis at each balance sheet date, was determined using the Black-Scholes option pricing model. See Note 11 for additional information. The Company recorded other income of $0.1 million in both 2013 and 2012, respectively, related to the fair value adjustment of its warrants.

 

Marketable securities with final maturities of at least three months but no more than 12 months from the date of purchase are classified as short-term and marketable securities with final maturities of more than one year but less than two years from the date of purchase are classified as long-term. Our marketable securities are classified as available-for-sale and consist of high quality, investment grade securities from diverse issuers with predetermined minimum credit ratings. The Company values these securities based on pricing from pricing vendors who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, the Company classifies all of its marketable securities as having Level 2 inputs. The valuation techniques used to measure the fair value of the Company’s marketable securities having Level 2 inputs were derived from market prices that are corroborated by observable market data and quoted market prices for similar instruments. 

 

The following tables present information about the Company’s money market funds and marketable securities measured at fair value on a recurring basis as of December 31, 2014 and 2013 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands):

 

		Fair Value Measurements at December 31, 2014
		Level 1				Level 2				Level 3				Total
Money market funds		$	11,304			$	-			$	-			$	11,304
Marketable securities:
Corporate bonds		$	-			$	28,586			$	-			$	28,586
Total marketable securities		$	-			$	28,586			$	-			$	28,586

 

		Fair Value Measurements at December 31, 2013
		Level 1				Level 2				Level 3				Total
Money market funds		$	18,371			$	-			$	-			$	18,371
Marketable securities:
Corporate bonds		$	-			$	17,885			$	-			$	17,885
Commercial paper							2,396								2,396
Certificates of deposit			-				1,200				-				1,200
Total marketable securities		$	-			$	21,481			$	-			$	21,481

 

The following table summarizes the changes in the warrant liability during 2013. Gains and losses reported in this table include changes in fair value that are attributable to both observable and unobservable inputs (in thousands):

 

		2013
Beginning balance		$	301
Change in fair value recorded in other income (expense), net			125
Reclassification of warrants to additional paid-in capital in connection with the IPO(1)			(426	)
Ending Balance		$	-

 

(1)

Upon the closing of the IPO in August 2013, all outstanding warrants to purchase convertible preferred stock converted into warrants to purchase shares of common stock. Consequently, the Company reclassified the balance of these warrants to additional paid-in capital.

 

 

6.	Property, Equipment and Software

 

Property, equipment and software consisted of the following (in thousands):

 

		December 31,
		2014				2013
Office furniture and fixtures		$	889			$	494
Equipment and computers			10,042				7,082
Leasehold improvements			1,967				1,679
Software			1,891				1,305
Internally developed software costs			7,900				5,544
Total property, equipment and software			22,689				16,104
Less: accumulated depreciation and amortization			(12,282	)			(9,494	)
Property, equipment and software, net		$	10,407			$	6,610

 

Depreciation and amortization expense, including amortization of internal use software costs, was approximately $3.9 million, $3.3 million and $2.6 million, for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Assets recorded under capital leases consist primarily of data center equipment and were as follows (in thousands):

 

		December 31,
		2014				2013
Gross assets under capital leases		$	701			$	1,910
Less: accumulated depreciation			(682	)			(1,597	)
Net assets under capital leases		$	19			$	313

 

7.	Goodwill and Intangible Assets

 

As a result of the acquisition of Appealing Media on June 15, 2011, the Company recorded the fair value of acquired intangible assets and goodwill in the amount of $0.9 million for the excess of purchase consideration over the fair value of assets and liabilities acquired. In addition, as a result of the acquisition of Crowd Science, Inc. on December 28, 2012, the Company recorded the fair value of acquired intangible assets and goodwill in the amount of $3.0 million for the excess of purchase consideration over the fair value of assets and liabilities acquired.

 

The intangible assets detail for the periods presented (dollars in thousands):

 

		Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Weighted-Average Remaining Life (years)
December 31, 2014:
Developed technology		$	2,950			$	(1,650	)		$	1,300			2.0
Customer relationships			104				(75	)			29			1.4
Non-compete agreement			53				(53	)			-			-
		$	3,107			$	(1,778	)		$	1,329

 

 

		Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Weighted-Average Remaining Life (years)
December 31, 2013:
Developed technology		$	2,950			$	(951	)		$	1,999			2.7
Customer relationships			104				(54	)			50			2.4
Non-compete agreement			53				(53	)			-			-
		$	3,107			$	(1,058	)		$	2,049

 

Amortization expense for years ended December 31, 2014, 2013 and 2012 was $0.7 million, $0.8 million and $0.2 million, respectively. Amortization expense related to developed technology is included as a component of “Cost of revenue” in the consolidated statements of operations.

 

 

Estimated future amortization expense of purchased intangible assets at December 31, 2014 was as follows (in thousands):

 

Years ending December 31,:		Amount
2015		$	671
2016			658
Total future amortization expense		$	1,329

 

8.	Accrued Liabilities

 

Accrued liabilities consisted of the following (in thousands):

 

		December 31,
		2014				2013
Accrued compensation		$	6,884			$	5,727
Accrued vacation and other employee benefits			3,761				3,081
Accrued customer incentives			3,884				1,540
Accrued taxes			47				559
Other accrued expenses			1,762				1,827
Total accrued liabilities		$	16,338			$	12,734

 

9.	Borrowings

 

In November 2014, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to borrow up to a maximum of $25.0 million collateralized by the Company’s cash deposits, accounts receivable and equipment, as well as certain other assets. The Loan and Security Agreement requires the Company to comply with certain financial and reporting covenants, including maintaining an adjusted quick ratio of 1.4 to 1.0. Annual fees under the agreement total one quarter of 1.0% of the average unused balance of the credit line per annum. As of December 31, 2014, the Company had no borrowings outstanding under this credit line.

 

In connection with a previous Loan and Security Agreement with SVB that expired on May 3, 2013, the Company issued warrants to SVB to purchase 29,145 shares of Series C preferred stock, of which warrants to purchase 14,573 shares were issued September 25, 2009 and warrants to purchase 14,572 shares were issued January 27, 2010. These warrants had an exercise price of $1.7155 per share. During the three months ended December 31, 2013, SVB exercised these warrants and purchased shares of the Company’s common stock.

 

10.	Commitments and Contingencies

 

Leases

 

The Company leases office facilities under various non-cancellable operating leases that expire through August 2024. Rent expense under operating leases totaled $2.7 million, $2.2 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. In addition, the Company leases certain equipment and computers under capital lease arrangements that expire at various dates through September 2015.

 

Purchase Commitments

 

During the normal course of business, to secure adequate ad inventory and impressions for its sales arrangements, the Company enters into agreements with digital media property owners that require purchase of a minimum number of impressions on a monthly or quarterly basis. Purchase commitments as of December 31, 2014 expire on various dates through December 2016.

 

Future Payments

 

Future minimum payments under these arrangements as of December 31, 2014 are as follows (in thousands):

 

		Payments Due by Period
		Total				Less Than 1 Year				1 - 3 Years				3 - 5 Years				More Than 5 Years
Operating lease obligations		$	8,552			$	2,324			$	3,794			$	1,366			$	1,068
Capital lease obligations			42				42				—				—				—
Traffic acquisition costs and other purchase commitments			10,093				9,943				150				—				—
Total minimum payments		$	18,687			$	12,309			$	3,944			$	1,366			$	1,068

 

 

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that the Company can cancel without a significant penalty are not included in the table above. The Company has determined its uncertain tax positions as of December 31, 2014 will not result in any additional taxes payable by the Company. As a result, no amounts are shown in the table above relating to the Company’s uncertain tax positions.

 

Legal Proceedings

 

From time to time the Company may be a party to various litigation matters incidental to the conduct of its business. There is no pending or threatened legal proceeding to which the Company is currently a party that, in management’s opinion, is likely to have a material adverse effect to the Company’s consolidated financial position, results of operations, or cash flows.

 

Indemnification Agreements

 

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees.

 

While matters may arise as a result of claims under the indemnification agreements disclosed above, the Company, at this time, is not aware of claims under indemnification arrangements that could have a material adverse effect to the Company’s consolidated financial position, results of operations, or cash flows.

 

11.	Convertible Preferred Stock and Stockholders’ Equity

 

Initial Public Offering

 

On August 12, 2013, the Company closed its IPO in which it sold 5,125,000 shares of common stock at a public offering price of $9.00 per share. The aggregate offering price for shares sold in the offering was approximately $46.1 million. Net proceeds were approximately $40.0 million, after deducting underwriting discounts and commissions of $3.2 million and offering expenses of $2.9 million.

 

Convertible Preferred Stock

 

Convertible preferred stock as of December 31, 2012 and immediately prior to the IPO consisted of the following:

Convertible Preferred Stock		Shares Authorized				Shares Issued and Outstanding (1)				Issuance Price Per Share (1)				Carrying Value (2)				Liquidation Preference
Series A-1			26,165,827				26,165,827			$	0.10500			$	1,341,000			$	2,747,000
Series A-2			22,473,726				22,324,696				0.20130				4,494,000				4,494,000
Series B			16,134,433				16,134,433				0.54760				8,777,000				8,835,000
Series C			16,404,591				16,229,717				0.28592				4,546,000				4,640,000
Series D			24,876,609				24,876,609				1.00496				24,901,000				25,000,000
Series D-1			24,075,053				24,075,052				1.31370				32,132,000				31,627,000
			130,130,239				129,806,334							$	76,191,000			$	77,343,000

 

(1)

Amounts are presented without giving effect to the Company’s 1-for-6 reverse stock split that was effective July 24, 2013, as the number of convertible preferred stock shares did not change.

(2)

Amounts are net of issuance costs.

 

Balance Sheet Presentation

 

Upon the closing of the IPO on August 7, 2013, all outstanding shares of the Company’s convertible preferred stock automatically converted into 21,840,537 shares of common stock and the carrying value of $76.2 million is included in additional paid-in capital on the consolidated balance sheet as of December 31, 2014 and 2013.

 

 

Immediately following the closing of the IPO, the Company’s certificate of incorporation was amended to authorize 20,000,000 shares of undesignated preferred stock and 200,000,000 shares of common stock.

 

Preferred Stock

 

In association with our IPO, our board of directors authorized the Company to issue up to 20,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2014 and 2013, no shares of preferred stock were outstanding.

 

Common Stock

 

At December 31, 2014 and 2013 there were 33,066,327 and 31,933,862 shares of common stock issued and outstanding, respectively. The following table summarizes common stock activity during the year ended December 31, 2014:

 

		Number of Shares
Outstanding at December 31, 2013			31,933,862
Option exercises			801,691
RSUs vesting			15,450
Common stock issued in connection with employee stock purchase plan			315,324
Outstanding at December 31, 2014			33,066,327

 

Treasury Stock

 

The Company has 66,666 shares of treasury stock related to the acquisition of Crowd Science. Treasury stock is carried at cost and could be re-issued if the Company determined to do so. See Note 3 for additional information on Crowd Science withheld shares.

 

Equity Incentive Plans

 

The Company’s 2004 Stock Plan (the “2004 Plan”) authorized the Company to grant restricted stock awards or stock options to employees, directors and consultants at prices not less than the fair market value at date of grant for incentive stock options and not less than 85% of fair market value for non-statutory options. Option vesting schedules were determined by the board of directors at the time of issuance and they generally vest at 25% on the first anniversary of the grant (or the employment or service commencement date) and monthly over the next 36 months. Options generally expire ten years from the date of grant unless the optionee is a 10% stockholder, in which case the term will be five years from the date of grant. Unvested options exercised are subject to the Company’s repurchase right. Upon the effective date of the registration statement related to the Company’s IPO, the 2004 Plan was amended to cease the grant of any additional awards thereunder, although the Company will continue to issue common stock upon the exercise of stock options previously granted under the 2004 Plan.

 

In July 2013, the Company adopted a 2013 Equity Incentive Plan (the “2013 Plan”) which became effective on August 6, 2013. The 2013 Plan serves as the successor equity compensation plan to the 2004 Plan. The 2013 Plan will terminate on July 23, 2023. The 2013 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, performance stock awards, restricted stock units and stock bonus awards to employees, directors and consultants. Stock options granted must be at prices not less than 100% of the fair market value at date of grant. Option vesting schedules are determined by the Company at the time of issuance and they generally vest at 25% on the first anniversary of the grant (or the employment or service commencement date) and monthly over the next 36 months. Options generally expire ten years from the date of grant unless the optionee is a 10% stockholder, in which case the term will be five years from the date of grant. Unvested options exercised are subject to the Company’s repurchase right. The Company initially reserved 2,000,000 shares of its common stock for issuance under the 2013 Plan, and shares reserved for issuance increase January 1 of each year by the lesser of (i) 5% of the number of shares issued and outstanding on December 31 immediately prior to the date of increase or (ii) such number of shares as may be determined by the board of directors.

 

Prior to the IPO, the fair value of the common stock underlying the Company’s stock options was determined by the Company’s board of directors, which intended all options granted to be exercisable at a price per share not less than the per-share fair value of the Company’s common stock underlying those options on the date of grant. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions the Company used in the valuation model are based on future expectations combined with management judgment. In the absence of a public trading market, the Company’s board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the Company’s common stock as of the date of each option grant. Subsequent to the IPO, the fair value of the common stock underlying the Company’s stock options is the closing price of the Company’s stock as of the grant date.

 

 

The following table summarizes option activity:

 

		Number of Shares (in thousands)				Weighted-Average Exercise Price				Weighted-Average Remaining Contractual Life (years)				Aggregate Intrinsic Value (2) (in thousands)
Balance at December 31, 2011			4,262			$	2.93				8.10			$	6,906
Granted			913			$	4.86
Exercised			(921	)		$	0.78
Canceled and forfeited			(239	)		$	4.44
Balance at December 31, 2012			4,015			$	3.78				7.88			$	8,659
Granted			2,069			$	8.58
Exercised			(192	)		$	1.99
Canceled and forfeited			(179	)		$	5.44
Balance at December 31, 2013			5,713			$	5.53				7.31			$	13,704
Granted			783			$	5.44
Exercised			(802	)		$	3.79
Canceled and forfeited			(635	)		$	7.47
Balance at December 31, 2014			5,059			$	5.54				5.78			$	3,461
Vested and exercisable as of December 31, 2014			2,977			$	4.49				5.33			$	3,352
Vested as of December 31, 2014 and expected to vest thereafter (1)			4,724			$	5.43				5.75			$	3,454

 

(1)

Options expected to vest reflect an estimated forfeiture rate.

(2)

The aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding in-the-money options as of those dates.

 

The weighted average grant date fair value of options granted was $3.76, $5.89 and $3.06 in 2014, 2013 and 2012, respectively. Prior to the Company’s IPO, aggregate intrinsic value represented the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding, in-the-money options. After the Company’s IPO, aggregate intrinsic value represents the difference between the market value of the Company’s common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was approximately $2.0 million, $1.3 million and $3.4 million for 2014, 2013 and 2012, respectively.

 

The following table summarizes restricted stock unit activity:

 

		Number of Shares (in thousands)				Weighted Average Fair Value at Grant				Weighted Average Remaining Contractual Life (years)				Aggregate Intrinsic Value (1) (in thousands)
Balance at December 31, 2012			—			$	—				—				—
Granted			42			$	8.21
Released			(4	)		$	8.89
Balance at December 31, 2013			38			$	8.15				2.13			$	284
Granted			1,202			$	5.89
Released			(15	)		$	7.92
Canceled and forfeited			(142	)		$	6.05
Balance at December 31, 2014			1,083			$	5.92				1.39			$	5,458

 

(1)

The intrinsic value of RSUs is based on the Company’s closing stock price as reported by the New York Stock Exchange on December 31, 2013 and 2014.

 

 

The Company did not grant any RSUs prior to 2013. The total grant date fair value of restricted stock units vested during the year ended December 31, 2014 was $0.1 million. All of our RSUs that were settled during the years ended December 31, 2014 and 2013 were net share settled. As such, upon each settlement date, RSUs were withheld to cover the required withholding tax, which is based on the value of the RSU on the settlement date as determined by the closing price of our common stock on the trading day of the settlement date. The remaining amounts are delivered to the recipient as shares of our common stock.

 

Employee Stock Purchase Plan

 

In July 2013, the Company adopted a 2013 Employee Stock Purchase Plan (the “2013 Purchase Plan”) that became effective on August 6, 2013. The 2013 Purchase Plan 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 15% of their eligible compensation, subject to any plan limitations. At the end of each offering period, employees are able to purchase shares at 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 day of the offering period. Purchases are accomplished through participation in discrete offering periods. The 2013 Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. The Company initially reserved 500,000 shares of its common stock for issuance under the 2013 Purchase Plan and shares reserved for issuance increase January 1 of each year by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase or (ii) such number of shares as may be determined by the board of directors.

 

The expected term of ESPP shares is the average of the remaining purchase periods under each offering period. The assumptions used to value employee stock purchase rights were as follows:

 

		Year Ended December 31, 2014			Year Ended December 31, 2013
Expected term (years)		0.50			0.47
Volatility		80%			80%
Risk-free interest rate		0.05%-0.08%			0.08%
Dividend yield		—			—

 

 

Shares Reserved for Future Issuance

 

At December 31, 2014 and 2013, the Company has reserved the following shares of common stock for future issuance:

 

		December 31,
		2014				2013
Common stock reserved:
Common stock options			5,058,641				5,713,106
Restricted stock units			1,082,939				38,124
Warrants to purchase common stock			24,838				24,838
Shares available for future issuance under the 2013 Plan			984,455				936,457
Employee stock purchase plan			504,014				500,000
			7,654,887				7,212,525

 

Stock-Based Compensation

 

The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term (weighted-average period of time that the options granted are expected to be outstanding), volatility of the Company’s common stock, a risk-free interest rate, expected dividends, and the estimated forfeitures of unvested stock options. To the extent actual results differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. The Company uses the simplified calculation of expected life, and volatility is based on an average of the historical volatilities of the common stock of a group of entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Expected forfeitures are based on the Company’s historical experience. The Company currently has no history or expectation of paying cash dividends on common stock.

 

The fair value of options granted to employees is determined using the Black-Scholes option valuation model with the following assumptions:

 

		Years Ended December 31,
		2014			2013			2012
Expected term (years)		6.00			5.51-6.12			5.60-6.07
Volatility		80%			80%			65% - 90%
Risk-free interest rate		1.74%-2.02%			1.06%-1.72%			0.73%-1.09%
Dividend yield		—			—			—
Weighted-average fair value		$3.76			$5.89			$3.06

 

Stock Options Granted to Non-employees

 

For the year ended December 31, 2012, 8,333 options were granted to non-employees. There were no options granted to non-employees during the years ended December 31, 2014 and 2013.

 

The Company accounts for stock options issued to non-employees in accordance with the provisions of ASC 505-50 using a fair value approach. The measurement of stock based compensation for non-employees is subject to period adjustments as the options vest and the expense is recognized over the period which services are received. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. The estimated fair value of the stock options granted to non-employees was calculated using the following assumptions:

 

		Years Ended December 31,
		2014				2013				2012
Expected term (years)			6.00				8.24				9.65
Volatility			80.0	%			80.0	%			80.0	%
Risk-free interest rate			2.02	%			2.64	%			1.70	%
Dividend yield			—				—				—

 

 

The following table summarizes the effects of stock-based compensation related to vesting stock-based awards included in the consolidated statements of operations (in thousands):

 

		Years Ended December 31,
		2014				2013				2012
Cost of revenue		$	342			$	185			$	128
Sales and marketing			2,776				1,806				1,215
Research and development (1)			482				346				184
General and administrative			2,174				1,497				515
Total stock-based compensation		$	5,774			$	3,834			$	2,042

 

(1)

Excludes $360,000, $226,000 and $79,000 of stock-based compensation expense that was capitalized as part of internal-use software development costs for the years ended December 31, 2014, 2013 and 2012, respectively.

 

No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options during the years ended December 31, 2014, 2013 and 2012. As of December 31, 2014, there was $11.6 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards which will be recognized over a weighted average period of 2.46 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 

 

Warrants

 

In conjunction with a lease agreement, the Company issued warrants to purchase 24,838 shares of Series A-2 preferred stock on December 31, 2006. These warrants have an exercise price of $1.2078 per share and expire on December 31, 2018. On August 12, 2013, upon the closing of the Company’s IPO, the warrants were converted from warrants to purchase preferred stock to warrants to purchase common stock and the liability at their then fair value of $0.4 million was reclassified to additional paid-in capital. Prior to the conversion of the warrant liability on August 12, 2013, the Company’s preferred stock warrants were recorded at fair value. Changes in the fair value of the warrants were recorded in “Other income (expense), net” in the consolidated statements of operations. The Company recorded other expense of $0.1 million for both 2013 and 2012 related to changes in the fair value adjustment of these warrants.

 

The fair value of the warrants outstanding which, prior to the closing of the Company’s IPO on August 12, 2013, were recorded as liabilities on the consolidated balance sheets and which were remeasured to fair value on a recurring basis at each balance sheet date, were determined using the Black-Scholes option pricing model with the following assumptions:

 

		Year 2013 through August 12			Year Ended December 31, 2012
Expected term (years)		3.41-5.76			4.01-6.00
Volatility		80%			80%
Risk-free interest rate		0.47% - 1.77%			0.54% - 0.95%
Dividend yield		—			—

 

A summary of the fair value of the warrants outstanding at December 31, 2012 and immediately prior to the closing of the Company’s IPO on August 12, 2013 are shown in the table below (in thousands):

 

		August 12, 2013				December 31, 2012
Warrant (series A-2)		$	203			$	144
Warrant (series C)			223				157
Total fair value		$	426			$	301

 

The change in total fair value of the convertible preferred stock warrants has been recorded as a component of “Other income (expense)” in the consolidated statements of operations. After the warrants were converted into warrants for common stock in association with the completion of the Company’s IPO in August 2013, the total fair value of the warrants is no longer subject to remeasurement.

 

A summary of the warrants to purchase common stock outstanding at December 31, 2014 and 2013 are shown below:

 

Issue Date

Security

Expiration

Exercise Price

Number of Shares under Warrants

December 31, 2006

Common Stock

December 31, 2018

$

1.2078

24,838

 

12.	Net Income (Loss) per Share

 

Basic and diluted net income (loss) per common share is presented in conformity with the two-class method required for participating securities. Immediately prior to the closing of the Company’s IPO, all shares of outstanding convertible preferred stock automatically converted into shares of the Company’s common stock. Prior to the conversion of the convertible preferred stock, holders of Series A-1, Series A-2, Series B, Series C, Series D and Series D-1 convertible preferred stock were entitled to receive noncumulative dividends when and if declared at the annual rate of 8% ($0.10500, $0.20130, $0.54760, $0.28592, $1.00496 and $1.31370 per share per annum, respectively) payable prior, and in preference to, any dividends on any shares of the Company’s common stock. In the event a dividend was paid on common stock, the holders of Series A-1, Series A-2, Series B, Series C, Series D and Series D-1 convertible preferred stock were entitled to a proportionate share of any such dividend as if they were holders of common stock (on an as-if converted basis). The holders of convertible preferred stock did not have a contractual obligation to share in the losses of the Company, accordingly, basic and diluted net income (loss) per share has not been computed using the two class method.

 

 

Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income (loss) less current period convertible preferred stock non-cumulative dividends, between common stock and convertible preferred stock. In computing diluted net income (loss) attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive common shares assuming the dilutive effect of outstanding stock options using the treasury stock method.

 

The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except per share data):

 

		Years Ended December 31,
		2014				2013				2012
Numerator:
Net income (loss)		$	(8,745	)		$	321			$	6,266
Less: Undistributed earnings allocated to participating securities			—				—				(6,177	)
Net income (loss) attributable to common stockholders		$	(8,745	)		$	321			$	89
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic			32,591				15,752				4,716
Weighted-average effect of potentially dilutive shares:
Employee stock options and restricted stock units			—				1,459				790
Convertible preferred, common stock warrants and employee stock purchase plan			—				39				39
Diluted			32,591				17,250				5,545
Net income (loss) per share attributable to common stockholders:
Basic		$	(0.27	)		$	0.02			$	0.02
Diluted		$	(0.27	)		$	0.02			$	0.02

 

The following equity shares were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):

 

		As of December 31,
		2014				2013				2012
Convertible preferred stock			—				—				21,634
Employee stock options and restricted stock units			5,944				1,280				205
Warrants to purchase common stock			25				—				—

 

13.	Income Taxes

 

The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the 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.

 

The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands):

 

		Years Ended December 31,
		2014				2013				2012
Domestic		$	(9,899	)		$	369			$	6,289
Foreign			930				622				589
Total		$	(8,969	)		$	991			$	6,878

 

 

The components of income tax (expense) benefit are as follows (in thousands):

 

		Years Ended December 31,
		2014				2013				2012
Current:
Federal		$	21			$	(106	)		$	(220	)
State			270				(493	)			(190	)
Foreign			(403	)			(260	)			(146	)
Total			(112	)			(859	)			(556	)
Deferred:
Federal			221				221				—
State			105				23				—
Foreign			10				(55	)			(56	)
Total			336				189				(56	)
Total income tax (expense) benefit		$	224			$	(670	)		$	(612	)

 

The primary differences between the effective tax rates and the federal statutory tax rate relates to the valuation allowances on the Company's net operating losses, state income taxes, foreign tax rate differences and non-deductible stock-based compensation expense. The following table presents a reconciliation of the statutory federal rate and the Company's effective tax rate for the periods presented:

 

		Years Ended December 31,
		2014				2013				2012
Tax benefit at federal statutory rate			34.0	%			34.0	%			34.0	%
State, net of federal effect			4.2				31.3				1.8
Foreign rate differential			3.5				(21.4	)			(2.9	)
Stock-based compensation			(9.7	)			76.5				7.2
Change in valuation allowance			(28.8	)			(51.4	)			(46.7	)
Other non-deductible expenses			(0.6	)			(1.2	)			8.0
Other			(0.1	)			(0.2	)			7.5
Total provision			2.5	%			67.6	%			8.9	%

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company's deferred tax assets and liabilities for the periods presented (in thousands):

 

		December 31,
		2014				2013
Deferred tax assets:
Accruals and reserves		$	1,563			$	1,314
Net operating loss carryforwards			4,604				4,307
Tax credit carryforwards			1,476				1,234
Stock-based compensation			2,600				1,977
Foreign taxes			38				19
Total deferred tax assets			10,281				8,851
Fixed assets			(512	)			(283	)
State taxes			(578	)			(1,025	)
Purchased intangible assets			(465	)			(792	)
Total deferred tax liabilities			(1,555	)			(2,100	)
Valuation allowance			(9,157	)			(7,524	)
Total net deferred tax liabilities		$	(431	)		$	(773	)

 

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. As of December 31, 2014 and December 31, 2013, a full valuation allowance on domestic deferred tax assets was placed due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The Company’s valuation allowance as of December 31, 2014, 2013 and 2012 was attributable to the uncertainty of realizing future tax benefits from U.S. net operating losses, foreign timing differences and other deferred tax assets. The Company’s valuation allowance increased $1.6 million and $0.1 million in the years ended December 31, 2014 and 2013, respectively, and decreased $2.7 million in the year ended December 31, 2012.

 

 

As of December 31, 2014, the Company has U.S. federal net operating loss carryforwards of approximately $9.5 million, expiring beginning in 2026. As of December 31, 2014, the Company has U.S. state and local net operating loss carryforwards of approximately $15.9 million, expiring beginning in 2016.

 

As of December 31, 2014, the Company has federal research and development tax credits of approximately $0.8 million, which expire beginning in 2026. As of December 31, 2014, the Company has state research and development tax credits of approximately $0.7 million, and other tax credits of approximately $0.3 million, both of which carry forward indefinitely.

 

Internal Revenue Code section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by net operating carryforwards after a change in control of a loss corporation. Generally, after a change in control, a loss corporation cannot deduct operating loss carryovers in excess of the Section 382 Limitation. Management has determined that any limitation imposed by Section 382 will not have significant impact on the utilization of its net operating loss and credit carryforwards against taxable income in future periods.

 

U.S. income and foreign withholding taxes associated with the repatriation of earnings of foreign subsidiaries have not been provided on undistributed earnings of foreign subsidiaries. The Company intends to reinvest theses earnings indefinitely outside the United States. If these earnings were distributed to the U.S. in the form of dividends or otherwise, or if the shares of the relevant subsidiaries were sold or otherwise transferred, the Company may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes; however, the determination of such amount is not practicable. As of December 31, 2014, the cumulative amount of earnings upon which U.S. income taxes have not been provided for is approximately $1.5 million.

 

Uncertain Tax Positions

 

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended December 31, 2014, 2013 and 2012 consist of the following (in thousands):

 

		Years Ended December 31,
		2014				2013				2012
Unrecognized benefit - beginning of period		$	358			$	246			$	158
Gross increases - current year tax provisions			101				112				88
Unrecognized benefit - end of period		$	459			$	358			$	246

 

The entire amount of any unrecognized tax benefits would not impact the Company’s effective tax rate if recognized.

 

Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense and were immaterial. The Company files income tax returns in the United States, various states and certain foreign jurisdictions. The tax periods 2010 through 2013 remain open in most jurisdictions. In addition, any tax losses and research and development credit carryforwards that were generated in prior years and carried forward may also be subject to examination by respective taxing authorities. The Company is not currently under examination by income tax authorities in federal, state or other foreign jurisdictions.

 

14.	Related Party Transactions

 

During 2014, 2013 and 2012, the Company recorded costs for a digital media property owner that was also an investor in the Company's Series D-1 convertible preferred stock, of $0.8 million, $1.3 million and $0.7 million, respectively, associated with the acquisition of ad inventory. At December 31, 2014 and 2013, the Company had $0 and $0.4 million, respectively, for this related party included in accrued digital media property owner costs in the consolidated financial statements. In addition, the Company had engaged Nielsen for a variety of media services including the provision and evaluation of data and analysis regarding marketing and demographic targets, television viewing behavior, online and Internet usage, ad view counts and TV/Internet share shift analysis. During 2012, 2013 and a portion of 2014, Mitchell Habib, a member of the Company’s board of directors, was the Chief Operating Officer of Nielsen and prior to that, he served as Executive Vice President of Nielsen’s Global Business Services division. During 2013 and 2012, the Company recorded costs related to media services provided by Nielsen of $0.8 million and $0.3 million, respectively. The Company believes that its transactions with related parties have been carried out on an arm's-length basis on terms that are consistent with similar transactions with other vendors.

 

 

15.	Segments and Geographical Information

 

The Company considers operating segments to be components of the Company in which separate financial information is available that is reviewed regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in evaluating performance. The chief operating decision maker for the Company is the Chief Executive Officer who reviews financial information at a consolidated level for purposes of allocating resources and evaluating financial performance. The Company has only one business activity and one operating and reporting segment. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated level. The following table summarizes total revenue generated through sales personnel employed in the respective locations (in thousands):

 

		Years Ended December 31,
		2014				2013				2012
Domestic		$	149,617			$	134,846			$	110,872
International			28,162				16,282				5,872
Total revenue		$	177,779			$	151,128			$	116,744

 

The Company’s long-lived assets are primarily located in the United States.

 

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 

None.

 

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2014. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2014 at the reasonable assurance level.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2014 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recent fiscal quarter ended December 31, 2014 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations on Effectiveness of Controls 

 

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

ITEM 9B.

OTHER INFORMATION

 

None.

 

 

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information concerning our directors, executive officers, compliance with Section 16(a) of the Exchange Act, as amended, and corporate governance required by this Item 10 of Form 10-K is incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2014.

 

We have adopted a Code of Conduct for Directors that applies to all directors and a Code of Conduct for Employees that applies to all employees, including our principal executive officer, Jayant Kadambi, principal financial officer, Tony Carvalho, and all other executive officers. These Codes of Conduct are available on the ABOUT US/Investor Relations/Corporate Governance page of our website at www.yume.com. A copy may also be obtained without charge by contacting investor relations, attention Director of Investor Relations, 1204 Middlefield Road, Redwood City, CA 94063 or by calling (650) 503-7875.

 

We plan to post on our website at the address described above any future amendments or waivers of our Codes of Conduct.

 

 

ITEM 11.

EXECUTIVE COMPENSATION

 

The information required by Item 11 of Form 10-K is incorporated herein by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2014.

 

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by Item 12 of Form 10-K is incorporated herein by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2014.

 

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by Item 13 of Form 10-K is incorporated herein by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2014. 

 

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by Item 14 of Form 10-K is incorporated herein by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2014. 

 

 

PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) We have filed the following documents as part of this Annual Report on Form 10-K:

 

1. Consolidated Financial Statements

Information in response to this Item is included in Part II, Item 8 of this Annual Report on Form 10-K.

 

2. Financial Statement Schedules

None.

 

3. Exhibits

See Item 15(b) below.

 

(b) Exhibits—We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Index to Exhibits of this Annual Report on Form 10-K.

 

(c) Financial Statement Schedules—See Item 15(a) above. 

 

 

SIGNATURES 

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

March 10, 2015

 

YuMe, Inc.

 

/ s / JAYANT KADAMBI		/ s / TONY CARVALHO
Jayant Kadambi		Tony Carvalho
Chief Executive Officer		Chief Financial Officer
(Principal Executive Officer)		(Principal Financial and Accounting Officer)

 

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 10th day of March, 2015.

 

 

 

Signature		Title
/ s / JAYANT KADAMBI		Director
Jayant Kadambi
/ s / AYYAPPAN SANKARAN		Director
Ayyappan Sankaran
/ s / MITCHELL HABIB		Director
Mitchell Habib
/ s / ADRIEL LARES		Director
Adriel Lares
/ s / PING LI		Director
Ping Li
/ s / CHRISTOPHER PAISLEY		Director
Christopher Paisley
/ s / DANIEL SPRINGER		Director
Daniel Springer
/ s / DAVID WEIDEN		Director
David Weiden

 

 

EXHIBIT INDEX

 

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Restated Certificate of Incorporation of the Registrant

10-Q

001-36039

3.1

August 30, 2013

3.2

Amended and Restated Bylaws of the Registrant

10-Q

001-36039

3.2

August 30, 2013

4.1

Form of Registrant's common stock certificate

S-1

333-189772

4.1

July 25, 2013

4.2

Amended and Restated Investors’ Rights Agreement, dated October 28, 2011, by and among Registrant and certain stockholders of Registrant, as amended

S-1

333-189772

4.2

July 25, 2013

10.1

Form of Indemnity Agreement.

S-1

333-189772

10.1

July 2, 2013

10.2*

2004 Stock Plan, as amended, and forms of stock option, stock option exercise agreement and restricted stock purchase agreement.

S-1

333-189772

10.2

July 2, 2013

10.3*

2013 Equity Incentive Plan and forms of stock option award agreement, stock option exercise agreement and restricted stock unit award agreement.

S-1

333-189772

10.3

July 25, 2013

10.4*

2013 Employee Stock Purchase Plan and form of subscription agreement.

S-1

333-189772

10.4

July 25, 2013

10.5*

Offer letter between Jayant Kadambi and Registrant, dated December 17, 2004.

S-1

333-189772

10.5

July 2, 2013

10.6*

Offer letter between Scot McLernon and Registrant, dated December 30, 2009.

S-1

333-189772

10.6

July 2, 2013

10.7*

Offer letter between Hardeep Bindra and Registrant, dated November 3, 2014.

8-K

001-36039

10.1

November 6, 2014

10.8*

2015 Cash Incentive Plan.

8-K

001-36039

99.1

February 17, 2015

10.9*

Description of Director Compensation.

S-1

333-189772

10.10

July 25, 2013

10.10*

Executive Severance Plan.

8-K

001-36039

99.2

February 17, 2015

23.1

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

X

31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

 

 

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

101 INS**

XBRL Instance Document.

X

101 SCH**

XBRL Taxonomy Extension Schema Document.

X

101 CAL**

XBRL Taxonomy Extension Calculation Linkbase Document.

X

101 DEF**

XBRL Taxonomy Extension Definition Linkbase Document.

X

101 LAB**

XBRL Taxonomy Extension Labels Linkbase Document.

X

101 PRE**

XBRL Taxonomy Extension Presentation Linkbase Document.

X

 

 

*

Compensatory plan or arrangement.

 

**

As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of YuMe, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.

 

 

 

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