Delaware
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20-8881738
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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12181 Bluff Creek Drive,
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4th Floor
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Los Angeles,
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CA
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90094
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(Address of principal executive offices, including zip code)
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Registrant's telephone number, including area code:
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310
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207-0272
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.00001 per share
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RUBI
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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Class
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Outstanding as of February 23, 2020
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Common Stock, $0.00001 par value
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55,040,645
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Page
No.
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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•
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our ability to close the previously announced merger with Telaria, Inc., to successfully integrate the businesses, and to achieve the benefits expected to result from the merger;
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•
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our ability to continue to grow and to manage our growth effectively;
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•
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our ability to develop innovative new technologies and remain a market leader;
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•
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our ability to attract and retain buyers and sellers and increase our business with them;
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•
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our vulnerability to loss of, or reduction in spending by, buyers;
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•
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our reliance on large sources of advertising demand and aggregators of advertising inventory;
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•
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our ability to maintain and grow a supply of advertising inventory from sellers and to fill the increased inventory;
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•
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the effect on the advertising market and our business from difficult economic conditions or uncertainty;
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•
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the freedom of buyers and sellers to direct their spending and inventory to competing sources of inventory and demand;
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•
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our ability to cause buyers and sellers to use our solution to purchase and sell higher value advertising and to expand the use of our solution by buyers and sellers utilizing evolving digital media platforms, including connected television, or CTV;
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•
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our ability to introduce new offerings and bring them to market in a timely manner, and otherwise adapt in response to client demands and industry trends, including shifts in digital advertising growth from desktop to mobile channels and other platforms and from display to video formats and the introduction and market acceptance of Demand Manager;
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•
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uncertainty of our estimates and expectations associated with new offerings, including header bidding, private marketplace, mobile, video, Demand Manager, and traffic shaping;
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•
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lower fees and take rate and the need to grow through advertising spend increases rather than fee increases;
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•
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our ability to compensate for a reduced take rate by increasing the volume and/or value of transactions on our platform and increasing our fill rate;
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•
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our vulnerability to the depletion of our cash resources as we incur additional investments in technology required to support the increased volume of transactions on our exchange and development of new offerings;
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•
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our ability to support our growth objectives with reduced resources from our cost reduction initiatives;
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•
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our ability to raise additional capital if needed and/or to renew our working capital line of credit;
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•
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our limited operating history and history of losses;
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•
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our ability to continue to expand into new geographic markets and grow our market share in existing markets;
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•
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our ability to adapt effectively to shifts in digital advertising;
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•
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increased prevalence of ad blocking or cookie-blocking technologies and the slow adoption of common identifiers;
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•
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the slowing growth rate of desktop display advertising;
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•
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the growing percentage of online and mobile advertising spending captured by owned and operated sites (such as Facebook, Google, and Amazon);
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•
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the effects, including loss of market share, of increased competition in our market and increasing concentration of advertising spending, including mobile spending, in a small number of very large competitors;
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•
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the effects of consolidation in the ad tech industry;
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•
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acts of competitors and other third parties that can adversely affect our business;
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•
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our ability to differentiate our offerings and compete effectively in a market trending increasingly toward commodification, transparency, and disintermediation;
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•
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requests for discounts, fee concessions or revisions, rebates, refunds, favorable payment terms, and greater levels of pricing transparency and specificity;
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•
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potential adverse effects of malicious activity such as fraudulent inventory and malware;
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•
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the effects of seasonal trends on our results of operations;
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•
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costs associated with defending intellectual property infringement and other claims;
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•
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our ability to attract and retain qualified employees and key personnel;
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•
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our ability to identify future acquisitions of or investments in complementary companies or technologies and our ability to consummate the acquisitions and integrate such companies or technologies; and
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•
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our ability to comply with, and the effect on our business of, evolving legal standards and regulations, particularly concerning data protection and consumer privacy and evolving labor standards.
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•
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Increase volumes and efficiencies and reduce transaction costs on our exchange. We aim to increase our transaction volumes and to enhance the operational efficiency and value to clients of our exchange, enabling buyers and sellers to achieve their campaign and monetization objectives efficiently and to streamline the number of exchanges with which they work. While we were able to increase take rates slightly during the first half of 2018, our take rate growth in 2019 remained relatively flat since the fourth quarter of 2018, and we do not expect significant further increases in take rates, so any increase in revenue will have to come from volume increases rather than take rate increases. While we work to increase the volume of transactions on our exchange and compete more effectively, we must operate efficiently to relieve the pressure on our margins and cash resources that has resulted from our fee reductions and increased infrastructure required to support the increased volume of bid requests generated through header bidding and the increased volume of transactions that our growth plans require. We believe that increasing our revenue through transaction volume while still offering competitive fees to our buyers and sellers, paired with cost reduction measures we undertook in 2018 and ongoing cost discipline, will establish us as a lower cost exchange.
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•
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Increasing Inventory Supply. Increased transaction volume begins with ad requests from sellers, which represent the inventory available for buyers to purchase on our platform. Our plan for increasing our inventory volumes includes active pursuit of more direct relationships with sellers, particularly of mobile, video, and PMP impressions, which are areas of industry growth, and expanding seller tools, including through Demand Manager. In particular, benefits from successful outcomes in the SPO process could drive meaningful increases of ad spend across our platform. Because our business has many fixed costs, increases in ad spend volume create opportunity to disproportionately improve net income.
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•
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Bid Filtering. We continue to improve our fill rate by using the technology we acquired from nToggle to filter out low-quality impressions so that a higher proportion of the ad requests on our platform are of interest to our buyers, and to analyze market dynamics to optimize impressions toward our buyers, enabling them to identify and purchase the impressions they want more efficiently. In addition, we expect the nToggle filtering technology, which we have incorporated into our platform, to help us and our buyers control the processing costs associated with higher volumes of ad requests and bid requests.
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•
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Platform Enhancements. We are working on a number of platform innovations and enhancements designed to improve the value to clients and the operational efficiency of our platform. For example, new technology and techniques will improve upon our market-leading position in inventory and ad quality, responding to market demands for increased brand security and protection against fraud. Cookieless targeting, including device-based user identifiers, will improve audience identification and match rates. Audience-based selling and enhanced measurement and viewability technologies will improve inventory values for sellers and campaign effectiveness for buyers. Impression filtering and virtual machine support will improve the efficiency and effective capacity of our data processing infrastructure.
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•
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the market price of our common stock could decline;
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•
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we could owe a substantial termination fee to the other party in specified circumstances;
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•
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if the merger agreement is terminated and our board seeks another business combination, our stockholders cannot be certain that we will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that Telaria has agreed to in the merger agreement;
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•
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time and resources, financial and other, committed by our management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities;
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•
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we may experience negative reactions from the financial markets or from our customers, suppliers or employees; and
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•
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we will be required to pay certain costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed.
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•
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managing a larger, more complex combined business;
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•
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maintaining employee morale and retaining key management and other employees;
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•
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retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger, and attracting new business and operational relationships;
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•
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consolidating corporate and administrative infrastructures and eliminating duplicative operations, including unanticipated issues in integrating information technology, communications and other systems;
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•
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coordinating geographically separate organizations; and
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•
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unforeseen expenses or delays associated with the merger.
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The identification, acquisition, and integration of acquired businesses require substantial attention from management. The diversion of management's attention and any difficulties encountered in the transition process could hurt our business.
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•
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The identification, acquisition, and integration of acquired businesses requires significant investment, including to determine which new service offerings we might wish to acquire, harmonize service offerings, expand management capabilities and market presence, and improve or increase development efforts and technology features and functions.
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•
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The anticipated benefits from the acquisition may not be achieved, including as a result of loss of clients or personnel of the target, other difficulties in supporting and transitioning the target's clients, the inability to realize expected synergies from an acquisition, or negative culture effects arising from the integration of new personnel.
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•
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We may face difficulties in integrating the personnel, technologies, solutions, operations, and existing contracts of the acquired business.
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•
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We may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired company, technology, or solution, including issues related to intellectual property, solution quality or architecture, income tax
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•
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To pay for future acquisitions, we could issue additional shares of our common stock or pay cash. Issuance of shares would dilute stockholders. Use of cash reserves could diminish our ability to respond to other opportunities or challenges. Borrowing to fund any cash purchase price would result in increased fixed obligations and could also include covenants or other restrictions that would impair our ability to manage our operations.
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•
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Acquisitions expose us to the risk of assumed known and unknown liabilities including contract, tax, and other obligations incurred by the acquired business or fines or penalties, for which indemnity obligations, escrow arrangements or insurance may not be available or may not be sufficient to provide coverage.
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•
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New business acquisitions can generate significant intangible assets that result in substantial related amortization charges and possible impairments.
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•
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The operations of acquired businesses, or our adaptation of those operations, may require that we apply revenue recognition or other accounting methodologies, assumptions, and estimates that are different from those we use in our current business, which could complicate our financial statements, expose us to additional accounting and audit costs, and increase the risk of accounting errors.
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•
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Acquired businesses may have insufficient internal controls that we must remediate, and the integration of acquired businesses may require us to modify or enhance our own internal controls, in each case resulting in increased administrative expense and risk that we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
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•
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Acquisition of businesses based outside the United States would require us to operate in foreign languages and manage non-U.S. currency, billing, and contracting needs, comply with laws and regulations, including labor laws and privacy laws that in some cases may be more restrictive on our operations than laws applicable to our business in the United States.
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•
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Acquisitions can sometimes lead to disputes with the former owners of the acquired company, which can result in increased legal expenses, management distraction and the risk that we may suffer an adverse judgment if we are not the prevailing party in the dispute.
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•
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seasonality in demand for digital advertising, as many advertisers devote a disproportionate amount of their advertising budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing, and advertising inventory in the fourth quarter may be more expensive due to increased demand for advertising inventory;
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•
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changes in pricing of advertising inventory or pricing for our solution and our competitors' offerings, including potential further reductions in our pricing and overall take rate as a result of competitive pressure, changes in supply, improvements in technology and extension of automation to higher-value inventory, uncertainty regarding rate of adoption, changes in the allocation of demand spend by buyers, changes in revenue mix, auction dynamics, pricing discussions or negotiations with clients and potential clients, header bidding and other factors;
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•
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diversification of our revenue mix to include new services, some of which may have lower pricing than our historic lower-value inventory business or may cannibalize existing business;
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•
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the addition or loss of buyers or sellers;
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•
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changes in the advertising strategies or budgets or financial condition of advertisers;
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•
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the performance of our technology and the cost, timeliness, and results of our technology innovation efforts;
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•
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advertising technology and digital media industry conditions and the overall demand for advertising, or changes and uncertainty in the regulatory environment for us or buyers or sellers, including with respect to privacy regulation;
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•
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the introduction of new technologies or service offerings by our competitors and market acceptance of such technologies or services;
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•
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our level of expenses, including investment required to support our technology development, scale our technology infrastructure and business expansion efforts, including acquisitions, hiring and capital expenditures, or expenses related to litigation;
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•
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the impact of changes in our stock price on valuation of stock-based compensation or other instruments that are marked to market;
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•
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the effectiveness of our financial and information technology infrastructure and controls;
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•
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foreign exchange rate fluctuations; and
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•
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changes in accounting policies and principles and the significant judgments and estimates made by management in the application of these policies and principles.
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•
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dispose of or sell our assets;
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•
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make material changes in our business or management;
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•
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acquire, consolidate or merge with other entities;
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•
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incur additional indebtedness;
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•
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create liens on our assets;
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•
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pay dividends;
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•
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make investments;
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•
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enter into transactions with affiliates; and
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•
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pay off or redeem subordinated indebtedness.
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•
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announcements of new offerings, products, services or technologies, commercial relationships, acquisitions, or other events by us or our competitors, including the proposed merger with Telaria;
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•
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price and volume fluctuations in the overall stock market from time to time;
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•
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significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular;
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•
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fluctuations in the trading volume of our shares or the size of our public float;
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•
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actual or anticipated changes or fluctuations in our results of operations;
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•
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actual or anticipated changes in the expectations of investors or securities analysts, and whether our results of operations meet these expectations;
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•
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litigation involving us, our industry, or both;
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•
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regulatory developments in the United States, foreign countries, or both;
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•
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general economic conditions and trends;
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•
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major catastrophic events;
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•
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breaches or system outages;
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•
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departures of officers or other key employees; or
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•
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an adverse impact on the company resulting from other causes, including any of the other risks described in this report.
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•
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Our certificate of incorporation gives our board of directors the authority to issue shares of preferred stock in one or more series, and to establish the number of shares in each series and to fix the price, designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations, or restrictions of each series of the preferred stock without any further vote or action by stockholders. The issuance of shares of preferred stock may discourage, delay or prevent a merger or acquisition of the company by significantly diluting the ownership of a hostile acquirer, resulting in the loss of voting power and reduced ability to cause a takeover or effect other changes.
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•
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Our certificate of incorporation provides that our board of directors is classified, with only one of its three classes elected each year, and directors may be removed only for cause and only with the vote of 66 2/3% of the voting power of stock outstanding and entitled to vote thereon. Further, the number of directors is determined solely by our board of directors, and because we do not allow for cumulative voting rights, holders of a majority of shares of common
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•
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Under our bylaws, only the board of directors or a majority of remaining directors, even if less than a quorum, may fill vacancies resulting from an increase in the authorized number of directors or the resignation, death or removal of a director.
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•
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Our certificate of incorporation prohibits stockholder action by written consent, so any action by stockholders may only be taken at an annual or special meeting.
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•
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Our certificate of incorporation provides that a special meeting of stockholders may be called only by the board of directors. This could delay any effort by stockholders to force consideration of a proposal or to take action, including the removal of directors.
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•
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Under our bylaws, advance notice must be given to nominate directors or submit proposals for consideration at stockholders' meetings. This gives our board of directors time to defend against takeover attempts and could discourage or deter a potential acquirer from soliciting proxies or making proposals related to an unsolicited takeover attempt.
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•
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The provisions of our certificate of incorporation noted above may be amended only with the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the company's voting stock, voting together as a single class. The same two-thirds vote is required to amend the provision of our certificate of incorporation imposing these supermajority voting requirements. Further, our bylaws may be amended only by our board of directors or by the same percentage vote of stockholders noted above as required to amend our certificate of incorporation. These supermajority voting requirements may inhibit the ability of a potential acquirer to effect such amendments to facilitate an unsolicited takeover attempt.
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•
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Our board of directors may amend our bylaws by majority vote. This could allow the board to use bylaw amendments to delay or prevent an unsolicited takeover, and limits the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt.
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Year Ended
|
|
Favorable/(Unfavorable) %
|
|||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
||||||
|
(in thousands)
|
|
|
|||||||
Revenue
|
$
|
156,414
|
|
|
$
|
124,685
|
|
|
25
|
%
|
Expenses (1)(2):
|
|
|
|
|
|
|||||
Cost of revenue
|
57,391
|
|
|
60,003
|
|
|
4
|
%
|
||
Sales and marketing
|
44,565
|
|
|
44,556
|
|
|
—
|
%
|
||
Technology and development
|
40,269
|
|
|
37,863
|
|
|
(6
|
)%
|
||
General and administrative
|
41,772
|
|
|
42,431
|
|
|
2
|
%
|
||
Restructuring and other exit costs
|
—
|
|
|
3,440
|
|
|
100
|
%
|
||
Total expenses
|
183,997
|
|
|
188,293
|
|
|
2
|
%
|
||
Loss from operations
|
(27,583
|
)
|
|
(63,608
|
)
|
|
57
|
%
|
||
Other (income) expense, net
|
(593
|
)
|
|
(2,143
|
)
|
|
(72
|
)%
|
||
Loss before income taxes
|
(26,990
|
)
|
|
(61,465
|
)
|
|
56
|
%
|
||
Provision (benefit) for income taxes
|
(1,512
|
)
|
|
357
|
|
|
524
|
%
|
||
Net loss
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
|
59
|
%
|
(2) Depreciation and amortization expense included in our expenses was as follows:
|
|
|
|
||||
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
30,345
|
|
|
$
|
33,306
|
|
Sales and marketing
|
537
|
|
|
586
|
|
||
Technology and development
|
573
|
|
|
882
|
|
||
General and administrative
|
671
|
|
|
564
|
|
||
Total depreciation and amortization expense
|
$
|
32,126
|
|
|
$
|
35,338
|
|
|
Year Ended
|
||||
|
December 31, 2019
|
|
December 31, 2018
|
||
Revenue
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
37
|
|
|
48
|
|
Sales and marketing
|
28
|
|
|
36
|
|
Technology and development
|
26
|
|
|
30
|
|
General and administrative
|
27
|
|
|
34
|
|
Restructuring and other exit costs
|
—
|
|
|
3
|
|
Total expenses
|
118
|
|
|
151
|
|
Loss from operations
|
(18
|
)
|
|
(51
|
)
|
Other (income) expense, net
|
(1
|
)
|
|
(1
|
)
|
Loss before income taxes
|
(17
|
)
|
|
(50
|
)
|
Provision (benefit) for income taxes
|
(1
|
)
|
|
—
|
|
Net loss
|
(16
|
)%
|
|
(50)
|
%
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Interest income, net
|
$
|
(789
|
)
|
|
$
|
(988
|
)
|
Other income
|
(285
|
)
|
|
(766
|
)
|
||
Foreign exchange (gain) loss, net
|
481
|
|
|
(389
|
)
|
||
Total other (income) expense, net
|
$
|
(593
|
)
|
|
$
|
(2,143
|
)
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Financial Measures and non-GAAP Financial Measures:
|
|
|
|
||||
Revenue
|
$
|
156,414
|
|
|
$
|
124,685
|
|
Advertising spend
|
$
|
1,117,317
|
|
|
$
|
992,087
|
|
Net loss
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
Adjusted EBITDA
|
$
|
25,694
|
|
|
$
|
(11,222
|
)
|
Operational Measure:
|
|
|
|
||||
Take Rate %
|
14.0
|
%
|
|
12.6
|
%
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
156,414
|
|
|
$
|
124,685
|
|
Plus amounts paid to sellers
|
960,903
|
|
|
867,402
|
|
||
Advertising spend
|
$
|
1,117,317
|
|
|
$
|
992,087
|
|
|
Revenue
|
||||||||||||
|
Year Ended
|
||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
(in thousands, except percentages)
|
||||||||||||
Channel:
|
|
|
|
|
|
|
|
||||||
Desktop
|
$
|
68,302
|
|
|
44
|
%
|
|
$
|
59,039
|
|
|
47
|
%
|
Mobile
|
88,112
|
|
|
56
|
|
|
65,646
|
|
|
53
|
|
||
Total
|
$
|
156,414
|
|
|
100
|
%
|
|
$
|
124,685
|
|
|
100
|
%
|
•
|
Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s performance without regard to items such as those we exclude in calculating this measure, which can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.
|
•
|
Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors concerning our performance. Adjusted EBITDA may also be used as a metric for determining payment of cash incentive compensation.
|
•
|
Adjusted EBITDA provides a measure of consistency and comparability with our past performance that many investors find useful, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.
|
•
|
Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period.
|
•
|
Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements.
|
•
|
Impairment charges are non-cash charges related to goodwill, intangible assets and/or long-lived assets.
|
•
|
Adjusted EBITDA does not reflect non-cash charges related to acquisition and related items, such as amortization of acquired intangible assets and changes in the fair value of contingent consideration.
|
•
|
Adjusted EBITDA does not reflect cash and non-cash charges and changes in, or cash requirements for, acquisition and related items, such as certain transaction expenses and expenses associated with earn-out amounts.
|
•
|
Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments.
|
•
|
Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense.
|
•
|
Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Net income (loss)
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
Add back (deduct):
|
|
|
|
||||
Depreciation and amortization expense, excluding amortization of acquired intangible assets
|
28,818
|
|
|
32,153
|
|
||
Amortization of acquired intangibles
|
3,308
|
|
|
3,185
|
|
||
Stock-based compensation expense
|
18,825
|
|
|
16,282
|
|
||
Acquisition and related items
|
2,041
|
|
|
—
|
|
||
Interest income, net
|
(789
|
)
|
|
(988
|
)
|
||
Foreign exchange (gain) loss, net
|
481
|
|
|
(389
|
)
|
||
Provision (benefit) for income taxes
|
(1,512
|
)
|
|
357
|
|
||
Adjusted EBITDA
|
$
|
25,694
|
|
|
$
|
(11,222
|
)
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Cash flows provided by (used in) operating activities
|
$
|
31,983
|
|
|
$
|
(22,686
|
)
|
Cash flows provided by (used in) investing activities
|
(23,388
|
)
|
|
27,947
|
|
||
Cash flows used in financing activities
|
(205
|
)
|
|
(1,279
|
)
|
||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
46
|
|
|
(172
|
)
|
||
Change in cash, cash equivalents and restricted cash
|
$
|
8,436
|
|
|
$
|
3,810
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Financial Statements:
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Stockholders' Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
88,888
|
|
|
$
|
80,452
|
|
Marketable securities
|
—
|
|
|
7,524
|
|
||
Accounts receivable, net
|
217,571
|
|
|
205,683
|
|
||
Prepaid expenses and other current assets
|
6,591
|
|
|
6,882
|
|
||
TOTAL CURRENT ASSETS
|
313,050
|
|
|
300,541
|
|
||
Property and equipment, net
|
23,667
|
|
|
33,487
|
|
||
Right of use lease asset
|
21,491
|
|
|
—
|
|
||
Internal use software development costs, net
|
16,053
|
|
|
14,570
|
|
||
Intangible assets, net
|
11,386
|
|
|
10,174
|
|
||
Goodwill
|
7,370
|
|
|
—
|
|
||
Other assets, non-current
|
2,103
|
|
|
1,240
|
|
||
TOTAL ASSETS
|
$
|
395,120
|
|
|
$
|
360,012
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
259,439
|
|
|
$
|
239,678
|
|
Lease liabilities - current portion
|
7,282
|
|
|
—
|
|
||
Other current liabilities
|
778
|
|
|
1,304
|
|
||
TOTAL CURRENT LIABILITIES
|
267,499
|
|
|
240,982
|
|
||
|
|
|
|
||||
Lease liabilities - non-current portion
|
15,231
|
|
|
—
|
|
||
Other liabilities, non-current
|
454
|
|
|
1,017
|
|
||
TOTAL LIABILITIES
|
283,184
|
|
|
241,999
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
STOCKHOLDERS' EQUITY
|
|
|
|
||||
Preferred stock, $0.00001 par value, 10,000 shares authorized at December 31, 2019 and December 31, 2018; 0 shares issued and outstanding at December 31, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.00001 par value; 500,000 shares authorized at December 31, 2019 and December 31, 2018; 53,888 and 51,159 shares issued, and outstanding at December 31, 2019 and December 31, 2018, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
453,064
|
|
|
433,877
|
|
||
Accumulated other comprehensive loss
|
(45
|
)
|
|
(259)
|
|
||
Accumulated deficit
|
(341,084)
|
|
|
(315,606)
|
|
||
TOTAL STOCKHOLDERS' EQUITY
|
111,936
|
|
|
118,013
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
395,120
|
|
|
$
|
360,012
|
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
Revenue
|
$
|
156,414
|
|
|
$
|
124,685
|
|
Expenses:
|
|
|
|
||||
Cost of revenue
|
57,391
|
|
|
60,003
|
|
||
Sales and marketing
|
44,565
|
|
|
44,556
|
|
||
Technology and development
|
40,269
|
|
|
37,863
|
|
||
General and administrative
|
41,772
|
|
|
42,431
|
|
||
Restructuring and other exit costs
|
—
|
|
|
3,440
|
|
||
Total expenses
|
183,997
|
|
|
188,293
|
|
||
Loss from operations
|
(27,583
|
)
|
|
(63,608
|
)
|
||
Other (income) expense:
|
|
|
|
||||
Interest income, net
|
(789
|
)
|
|
(988
|
)
|
||
Other income
|
(285
|
)
|
|
(766
|
)
|
||
Foreign exchange (gain) loss, net
|
481
|
|
|
(389
|
)
|
||
Total other (income) expense, net
|
(593
|
)
|
|
(2,143
|
)
|
||
Loss before income taxes
|
(26,990
|
)
|
|
(61,465
|
)
|
||
Provision (benefit) for income taxes
|
(1,512
|
)
|
|
357
|
|
||
Net loss
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
Net loss per share:
|
|
|
|
||||
Basic and Diluted
|
$
|
(0.48
|
)
|
|
$
|
(1.23
|
)
|
Weighted average shares used to compute net loss per share:
|
|
|
|
||||
Basic and Diluted
|
52,614
|
|
|
50,259
|
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
Net loss
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized gain on investments
|
2
|
|
|
27
|
|
||
Foreign currency translation adjustments
|
212
|
|
|
(327
|
)
|
||
Other comprehensive income (loss)
|
214
|
|
|
(300
|
)
|
||
Comprehensive loss
|
$
|
(25,264
|
)
|
|
$
|
(62,122
|
)
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated Other
Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Total
Stockholders’ Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2017
|
50,239
|
|
|
$
|
—
|
|
|
$
|
418,354
|
|
|
$
|
41
|
|
|
$
|
(253,784
|
)
|
|
$
|
164,611
|
|
Exercise of common stock options
|
50
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Restricted stock awards, net
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock related to employee stock purchase plan
|
174
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|
314
|
|
|||||
Issuance of common stock related to RSU vesting
|
1,367
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Shares withheld related to net share settlement
|
(515
|
)
|
|
—
|
|
|
(1,638
|
)
|
|
—
|
|
|
—
|
|
|
(1,638
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
16,802
|
|
|
—
|
|
|
—
|
|
|
16,802
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,822
|
)
|
|
(61,822
|
)
|
|||||
Balance at December 31, 2018
|
51,159
|
|
|
1
|
|
|
433,877
|
|
|
(259
|
)
|
|
(315,606
|
)
|
|
118,013
|
|
|||||
Exercise of common stock options
|
285
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
|||||
Restricted stock awards, net
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock related to employee stock purchase plan
|
227
|
|
|
—
|
|
|
1,054
|
|
|
—
|
|
|
—
|
|
|
1,054
|
|
|||||
Issuance of common stock related to RSU vesting
|
2,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld related to net share settlement
|
(459
|
)
|
|
—
|
|
|
(1,847
|
)
|
|
—
|
|
|
—
|
|
|
(1,847
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
19,392
|
|
|
—
|
|
|
—
|
|
|
19,392
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
214
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,478
|
)
|
|
(25,478
|
)
|
|||||
Balance at December 31, 2019
|
53,888
|
|
|
$
|
1
|
|
|
$
|
453,064
|
|
|
$
|
(45
|
)
|
|
$
|
(341,084
|
)
|
|
$
|
111,936
|
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
32,126
|
|
|
35,338
|
|
||
Stock-based compensation
|
18,825
|
|
|
16,282
|
|
||
Loss on disposal of property and equipment
|
114
|
|
|
243
|
|
||
Provision for doubtful accounts
|
2,060
|
|
|
758
|
|
||
Accretion of available for sale securities
|
24
|
|
|
(412
|
)
|
||
Non-cash lease expense
|
(209
|
)
|
|
—
|
|
||
Deferred income taxes
|
(595
|
)
|
|
(42
|
)
|
||
Unrealized foreign currency gains, net
|
(823
|
)
|
|
(897
|
)
|
||
Changes in operating assets and liabilities, net of effect of business acquisitions:
|
|
|
|
||||
Accounts receivable
|
(10,705
|
)
|
|
(40,688
|
)
|
||
Prepaid expenses and other assets
|
(51
|
)
|
|
4,519
|
|
||
Accounts payable and accrued expenses
|
16,288
|
|
|
26,612
|
|
||
Other liabilities
|
407
|
|
|
(2,577
|
)
|
||
Net cash provided by (used in) operating activities
|
31,983
|
|
|
(22,686
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of property and equipment
|
(11,425
|
)
|
|
(11,433
|
)
|
||
Capitalized internal use software development costs
|
(8,463
|
)
|
|
(8,507
|
)
|
||
Acquisitions, net of cash acquired
|
(11,000
|
)
|
|
—
|
|
||
Investments in available-for-sale securities
|
—
|
|
|
(23,991
|
)
|
||
Maturities of available-for-sale securities
|
7,500
|
|
|
62,650
|
|
||
Sales of available-for-sale securities
|
—
|
|
|
9,228
|
|
||
Net cash provided by (used in) investing activities
|
(23,388
|
)
|
|
27,947
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from exercise of stock options
|
588
|
|
|
45
|
|
||
Proceeds from issuance of common stock under employee stock purchase plan
|
1,054
|
|
|
314
|
|
||
Taxes paid related to net share settlement
|
(1,847
|
)
|
|
(1,638
|
)
|
||
Net cash used in financing activities
|
(205
|
)
|
|
(1,279
|
)
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
46
|
|
|
(172
|
)
|
||
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
8,436
|
|
|
3,810
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
|
80,452
|
|
|
76,642
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
|
$
|
88,888
|
|
|
$
|
80,452
|
|
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
291
|
|
|
$
|
379
|
|
Cash paid for interest
|
$
|
61
|
|
|
$
|
46
|
|
Capitalized assets financed by accounts payable and accrued expenses
|
$
|
141
|
|
|
$
|
6
|
|
Capitalized stock-based compensation
|
$
|
567
|
|
|
$
|
520
|
|
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
13,533
|
|
|
$
|
—
|
|
|
Years
|
Computer equipment and network hardware
|
3
|
Furniture, fixtures and office equipment
|
5 to 7
|
Leasehold improvements
|
Shorter of useful life or life of lease
|
Computer equipment under leases
|
Shorter of useful life or life of lease
|
|
Years
|
Developed technology
|
3 to 5
|
Client relationships
|
2 to 3
|
Non-compete agreements
|
2 to 3
|
Other intangible assets
|
0.5 to 1.5
|
|
|
Year Ended
|
||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Basic and Diluted EPS:
|
|
|
|
|
||||
Net loss
|
|
$
|
(25,478
|
)
|
|
$
|
(61,822
|
)
|
Weighted-average common shares outstanding
|
|
52,634
|
|
|
50,602
|
|
||
Weighted-average unvested restricted shares
|
|
(20)
|
|
|
(343)
|
|
||
Weighted-average common shares outstanding used to compute net loss per share
|
|
52,614
|
|
50,259
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.48
|
)
|
|
$
|
(1.23
|
)
|
|
Year Ended
|
||||
|
December 31, 2019
|
|
December 31, 2018
|
||
|
(in thousands)
|
||||
Options to purchase common stock
|
793
|
|
|
128
|
|
Unvested restricted stock awards
|
13
|
|
|
218
|
|
Unvested restricted stock units
|
4,211
|
|
|
2,029
|
|
ESPP
|
34
|
|
|
55
|
|
Total shares excluded from net loss per share
|
5,051
|
|
|
2,430
|
|
|
|
Year Ended
|
||||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
|||||||||||||
Channel:
|
|
|
|
|
|
|
|
|
||||||
Desktop
|
|
$
|
68,302
|
|
|
44
|
%
|
|
$
|
59,039
|
|
|
47
|
%
|
Mobile
|
|
88,112
|
|
|
56
|
|
|
65,646
|
|
|
53
|
|
||
Total
|
|
$
|
156,414
|
|
|
100
|
%
|
|
$
|
124,685
|
|
|
100
|
%
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
United States
|
$
|
108,385
|
|
|
$
|
83,020
|
|
International
|
48,029
|
|
|
41,665
|
|
||
Total
|
$
|
156,414
|
|
|
$
|
124,685
|
|
•
|
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
•
|
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3 – Unobservable inputs.
|
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in thousands)
|
||||||||||||||
Cash equivalents
|
$
|
13,501
|
|
|
$
|
13,501
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in thousands)
|
||||||||||||||
Cash equivalents
|
$
|
13,692
|
|
|
$
|
13,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Treasury, government and agency debt securities
|
$
|
7,524
|
|
|
$
|
7,524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||
|
(in thousands)
|
||||||||||||||
Available-for-sale—short-term:
|
|
||||||||||||||
U.S. Treasury, government and agency debt securities
|
$
|
7,526
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
7,524
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Purchased software
|
$
|
1,254
|
|
|
$
|
1,254
|
|
Computer equipment and network hardware
|
105,491
|
|
|
98,884
|
|
||
Furniture, fixtures and office equipment
|
1,896
|
|
|
1,973
|
|
||
Leasehold improvements
|
1,589
|
|
|
2,571
|
|
||
Gross property and equipment
|
110,230
|
|
|
104,682
|
|
||
Accumulated depreciation
|
(86,563
|
)
|
|
(71,195
|
)
|
||
Net property and equipment
|
$
|
23,667
|
|
|
$
|
33,487
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
United States
|
$
|
14,546
|
|
|
$
|
24,928
|
|
International
|
9,121
|
|
|
8,559
|
|
||
Total
|
$
|
23,667
|
|
|
$
|
33,487
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Internal use software development costs, gross
|
|
45,156
|
|
|
$
|
41,882
|
|
|
Accumulated amortization
|
|
(29,103
|
)
|
|
(27,312
|
)
|
||
Internal use software development costs, net
|
|
$
|
16,053
|
|
|
$
|
14,570
|
|
|
December 31, 2019
|
||
|
(in thousands)
|
||
Beginning balance
|
$
|
—
|
|
Additions from the acquisition of RTKio (Note 10)
|
7,370
|
|
|
Ending balance
|
$
|
7,370
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Amortizable intangible assets:
|
|
|
|
||||
Developed technology
|
$
|
19,658
|
|
|
$
|
16,878
|
|
Customer relationships
|
1,650
|
|
|
—
|
|
||
Non-compete agreements
|
70
|
|
|
690
|
|
||
Trademarks
|
20
|
|
|
20
|
|
||
Total identifiable intangible assets, gross
|
21,398
|
|
|
17,588
|
|
||
Accumulated amortization—intangible assets:
|
|
|
|
||||
Developed technology
|
(9,823
|
)
|
|
(6,888
|
)
|
||
Customer relationships
|
(162
|
)
|
|
—
|
|
||
Non-compete agreements
|
(7
|
)
|
|
(506
|
)
|
||
Trademarks
|
(20
|
)
|
|
(20
|
)
|
||
Total accumulated amortization—intangible assets
|
(10,012
|
)
|
|
(7,414
|
)
|
||
Total identifiable intangible assets, net
|
$
|
11,386
|
|
|
$
|
10,174
|
|
Fiscal Year
|
Amount
|
||
|
(in thousands)
|
||
2020
|
$
|
4,242
|
|
2021
|
4,073
|
|
|
2022
|
2,068
|
|
|
2023
|
556
|
|
|
2024
|
447
|
|
|
Total
|
$
|
11,386
|
|
|
Amount
|
||
|
(in thousands)
|
||
Cash and cash equivalents
|
$
|
553
|
|
Accounts receivable
|
2,441
|
|
|
Prepaid and other assets
|
50
|
|
|
Intangible assets
|
4,520
|
|
|
Goodwill
|
7,370
|
|
|
Total assets acquired
|
14,934
|
|
|
Accounts payable and accrued expenses
|
2,450
|
|
|
Deferred tax liability, net
|
1,089
|
|
|
Total liabilities assumed
|
3,539
|
|
|
Total net assets acquired
|
$
|
11,395
|
|
|
December 31, 2019
|
|
Estimated Useful Life
|
||
Developed technology
|
$
|
2,780
|
|
|
5 years
|
Customer relationships
|
1,650
|
|
|
2 years
|
|
Non-compete agreements
|
70
|
|
|
2 years
|
|
Trademark & trade name
|
20
|
|
|
< 0.5 year
|
|
Total intangible assets acquired
|
$
|
4,520
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Accounts payable—seller
|
$
|
247,891
|
|
|
$
|
230,423
|
|
Accounts payable—trade
|
4,822
|
|
|
3,122
|
|
||
Accrued employee-related payables
|
6,726
|
|
|
6,133
|
|
||
Total
|
$
|
259,439
|
|
|
$
|
239,678
|
|
|
|
Unrealized Gain (Loss) on Investments, net of tax
|
|
Foreign Currency Translation
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance at December 31, 2017
|
|
$
|
(29
|
)
|
|
$
|
70
|
|
|
$
|
41
|
|
Other comprehensive income (loss)
|
|
27
|
|
|
(327
|
)
|
|
(300
|
)
|
|||
Balance at December 31, 2018
|
|
(2
|
)
|
|
(257
|
)
|
|
(259
|
)
|
|||
Other comprehensive income
|
|
2
|
|
|
212
|
|
|
214
|
|
|||
Balance at December 31, 2019
|
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
(45
|
)
|
|
Shares Under Option
|
|
Weighted- Average Exercise Price
|
|
Weighted- Average Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2018
|
3,488
|
|
|
$
|
7.06
|
|
|
|
|
|
||
Granted
|
1,184
|
|
|
$
|
4.98
|
|
|
|
|
|
||
Exercised
|
(285
|
)
|
|
$
|
1.99
|
|
|
|
|
|
||
Expired
|
(47
|
)
|
|
$
|
13.36
|
|
|
|
|
|
||
Forfeited
|
(78
|
)
|
|
$
|
2.74
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
4,262
|
|
|
$
|
6.82
|
|
|
6.9 years
|
|
$
|
11,825
|
|
Exercisable at December 31, 2019
|
2,420
|
|
|
$
|
8.62
|
|
|
5.6 years
|
|
$
|
4,995
|
|
|
|
Year Ended
|
||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Expected term (in years)
|
|
6.1
|
|
|
6.0
|
|
Risk-free interest rate
|
|
2.55
|
%
|
|
2.67
|
%
|
Expected volatility
|
|
60
|
%
|
|
57
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested shares of restricted stock outstanding at December 31, 2018
|
197
|
|
|
$
|
12.06
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Canceled
|
(182
|
)
|
|
$
|
12.71
|
|
Vested
|
(13
|
)
|
|
$
|
13.74
|
|
Nonvested shares of restricted stock outstanding at December 31, 2019
|
2
|
|
|
$
|
13.49
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Nonvested restricted stock units outstanding at December 31, 2018
|
6,100
|
|
|
$
|
3.56
|
|
Granted
|
5,341
|
|
|
$
|
5.09
|
|
Canceled
|
(506
|
)
|
|
$
|
3.94
|
|
Vested
|
(2,858
|
)
|
|
$
|
3.82
|
|
Nonvested restricted stock units outstanding at December 31, 2019
|
8,077
|
|
|
$
|
4.46
|
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
421
|
|
|
$
|
321
|
|
Sales and marketing
|
5,638
|
|
|
4,557
|
|
||
Technology and development
|
4,757
|
|
|
2,867
|
|
||
General and administrative
|
8,009
|
|
|
8,139
|
|
||
Restructuring and other exit costs
|
—
|
|
|
398
|
|
||
Total stock-based compensation expense
|
$
|
18,825
|
|
|
$
|
16,282
|
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Domestic
|
$
|
(28,063
|
)
|
|
$
|
(62,292
|
)
|
International
|
1,073
|
|
|
827
|
|
||
Loss before income taxes
|
$
|
(26,990
|
)
|
|
$
|
(61,465
|
)
|
|
Year Ended
|
||||||
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Current:
|
|
|
|
||||
Federal
|
$
|
(153
|
)
|
|
$
|
(23
|
)
|
State
|
28
|
|
|
41
|
|
||
Foreign
|
281
|
|
|
388
|
|
||
Total current provision
|
156
|
|
|
406
|
|
||
Deferred:
|
|
|
|
||||
Federal
|
(762
|
)
|
|
—
|
|
||
State
|
(174
|
)
|
|
2
|
|
||
Foreign
|
(732
|
)
|
|
(51
|
)
|
||
Total deferred benefit
|
(1,668
|
)
|
|
(49
|
)
|
||
Total provision (benefit) for income taxes
|
$
|
(1,512
|
)
|
|
$
|
357
|
|
|
Year Ended
|
||||
|
December 31, 2019
|
|
December 31, 2018
|
||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
State income taxes, net of federal benefit
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Foreign income (loss) at other than U.S. rates
|
(4.3
|
)%
|
|
—
|
%
|
Stock-based compensation expense
|
3.5
|
%
|
|
(5.3
|
)%
|
Meals and entertainment
|
(0.9
|
)%
|
|
(0.4
|
)%
|
Debt cancellation
|
—
|
%
|
|
(1.2
|
)%
|
Other permanent items
|
(1.2
|
)%
|
|
(0.5
|
)%
|
Change in valuation allowance
|
(7.5
|
)%
|
|
(14.1
|
)%
|
Sec 162(m) officers compensation
|
(6.3
|
)%
|
|
—
|
%
|
Provision to return adjustments
|
1.4
|
%
|
|
—
|
%
|
Effective income tax rate
|
5.6
|
%
|
|
(0.6
|
)%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(in thousands)
|
||||||
Deferred Tax Assets:
|
|
|
|
||||
Accrued liabilities
|
$
|
1,396
|
|
|
$
|
916
|
|
Stock-based compensation
|
3,666
|
|
|
2,623
|
|
||
Net operating loss carryovers
|
75,853
|
|
|
76,098
|
|
||
Tax credit carryovers
|
13,055
|
|
|
13,206
|
|
||
Other
|
1,537
|
|
|
1,053
|
|
||
Total deferred tax assets
|
95,507
|
|
|
93,896
|
|
||
Less valuation allowance
|
(93,611
|
)
|
|
(90,959
|
)
|
||
Deferred tax assets, net of valuation allowance
|
1,896
|
|
|
2,937
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Fixed assets
|
(570
|
)
|
|
(2,352
|
)
|
||
Intangible assets
|
(298
|
)
|
|
(152
|
)
|
||
Total deferred tax liabilities
|
(868
|
)
|
|
(2,504
|
)
|
||
Net deferred tax assets (liability)
|
$
|
1,028
|
|
|
$
|
433
|
|
|
|
Amount
|
||
|
|
(in thousands)
|
||
Balance as of December 31, 2017
|
|
$
|
5,646
|
|
Increases related to 2018 tax positions
|
|
—
|
|
|
Decreases related to prior year tax positions
|
|
(929
|
)
|
|
Balance as of December 31, 2018
|
|
4,717
|
|
|
Increases related to current year tax positions
|
|
—
|
|
|
Decreases related to current year tax positions
|
|
—
|
|
|
Increases related to prior year tax positions
|
|
3
|
|
|
Balance as of December 31, 2019
|
|
4,720
|
|
Fiscal Year
|
|
||
2020
|
$
|
8,167
|
|
2021
|
4,570
|
|
|
2022
|
2,429
|
|
|
2023
|
2,065
|
|
|
2024
|
1,611
|
|
|
Thereafter
|
6,880
|
|
|
Total lease payments (undiscounted)
|
25,722
|
|
|
Less: imputed interest
|
(3,209
|
)
|
|
Lease liabilities—total (discounted)
|
$
|
22,513
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Operating lease expense
|
$
|
6,773
|
|
|
$
|
3,880
|
|
|
$
|
1,734
|
|
|
$
|
1,019
|
|
|
$
|
597
|
|
|
$
|
14,003
|
|
Operating sublease income
|
(285
|
)
|
|
(194
|
)
|
|
(194
|
)
|
|
(194
|
)
|
|
(145
|
)
|
|
(1,012
|
)
|
||||||
Total
|
$
|
6,488
|
|
|
$
|
3,686
|
|
|
$
|
1,540
|
|
|
$
|
825
|
|
|
$
|
452
|
|
|
$
|
12,991
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Mar. 31, 2018
|
|
June 30, 2018
|
|
Sept. 30, 2018
|
|
Dec. 31, 2018
|
|
Mar. 31, 2019
|
|
June 30, 2019
|
|
Sept. 30, 2019
|
|
Dec. 31, 2019
|
||||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
24,876
|
|
|
$
|
28,648
|
|
|
$
|
29,729
|
|
|
$
|
41,432
|
|
|
$
|
32,416
|
|
|
$
|
37,870
|
|
|
$
|
37,642
|
|
|
$
|
48,486
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of revenue
|
14,783
|
|
|
15,044
|
|
|
14,687
|
|
|
15,489
|
|
|
15,116
|
|
|
15,085
|
|
|
13,869
|
|
|
13,321
|
|
||||||||
Sales and marketing
|
12,257
|
|
|
11,135
|
|
|
10,654
|
|
|
10,510
|
|
|
10,592
|
|
|
11,519
|
|
|
11,040
|
|
|
11,414
|
|
||||||||
Technology and development
|
10,494
|
|
|
9,245
|
|
|
9,299
|
|
|
8,825
|
|
|
9,716
|
|
|
9,839
|
|
|
10,293
|
|
|
10,421
|
|
||||||||
General and administrative
|
12,544
|
|
|
11,441
|
|
|
9,355
|
|
|
9,091
|
|
|
10,280
|
|
|
10,027
|
|
|
9,121
|
|
|
12,344
|
|
||||||||
Restructuring and other exit costs
|
2,466
|
|
|
974
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total expenses
|
52,544
|
|
|
47,839
|
|
|
43,995
|
|
|
43,915
|
|
|
45,704
|
|
|
46,470
|
|
|
44,323
|
|
|
47,500
|
|
||||||||
Income (loss) from operations
|
(27,668
|
)
|
|
(19,191
|
)
|
|
(14,266
|
)
|
|
(2,483
|
)
|
|
(13,288
|
)
|
|
(8,600
|
)
|
|
(6,681
|
)
|
|
986
|
|
||||||||
Other (income) expense, net
|
73
|
|
|
(1,281
|
)
|
|
(558
|
)
|
|
(377
|
)
|
|
(34
|
)
|
|
(403
|
)
|
|
(562
|
)
|
|
406
|
|
||||||||
Income (loss) before income taxes
|
(27,741
|
)
|
|
(17,910
|
)
|
|
(13,708
|
)
|
|
(2,106
|
)
|
|
(13,254
|
)
|
|
(8,197
|
)
|
|
(6,119
|
)
|
|
580
|
|
||||||||
Provision (benefit) for income taxes
|
75
|
|
|
74
|
|
|
84
|
|
|
124
|
|
|
(708
|
)
|
|
84
|
|
|
55
|
|
|
(943
|
)
|
||||||||
Net income (loss)
|
$
|
(27,816
|
)
|
|
$
|
(17,984
|
)
|
|
$
|
(13,792
|
)
|
|
$
|
(2,230
|
)
|
|
$
|
(12,546
|
)
|
|
$
|
(8,281
|
)
|
|
$
|
(6,174
|
)
|
|
$
|
1,523
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.56
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.03
|
|
Diluted
|
$
|
(0.56
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.03
|
|
Weighted-average shares used to compute net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
49,692
|
|
|
50,071
|
|
|
50,513
|
|
|
50,746
|
|
|
51,577
|
|
|
52,358
|
|
|
53,023
|
|
|
53,473
|
|
||||||||
Diluted
|
49,692
|
|
|
50,071
|
|
|
50,513
|
|
|
50,746
|
|
|
51,577
|
|
|
52,358
|
|
|
53,023
|
|
|
59,595
|
|
|
|
|
Committee Assignments
|
|
||
Name
|
Age(1)
|
Position
|
Audit
|
Compensation
|
Nominating
&
Governance
|
Member
Since
|
Frank Addante
|
43
|
Chairman
|
|
|
|
April 2007
|
Michael G. Barrett
|
57
|
President, Chief Executive Officer and Director
|
|
|
|
March 2017
|
Lewis W. Coleman
|
78
|
Director
|
X
|
X
|
|
December 2015
|
Robert J. Frankenberg
|
72
|
Lead Director
|
X
|
Chair
|
X
|
April 2014
|
Sarah Harden
|
48
|
Director
|
|
X
|
|
July 2019
|
Robert F. Spillane
|
69
|
Director
|
|
X
|
Chair
|
April 2014
|
Lisa L. Troe
|
57
|
Director
|
Chair
|
|
X
|
February 2014
|
(1)
|
As of February 1, 2020
|
Name
|
Age(1)
|
Position
|
Michael G. Barrett
|
57
|
President, Chief Executive Officer and Director
|
David L. Day
|
58
|
Chief Financial Officer
|
Jonathan Feldman
|
37
|
Co-General Counsel and Secretary
|
Eve Filip
|
40
|
Co-General Counsel and Chief Privacy Counsel
|
Thomas Kershaw
|
52
|
Chief Technology Officer
|
Joseph Prusz
|
41
|
Chief Revenue Officer
|
Adam Soroca
|
47
|
Head of Global Buyer Team
|
Blima Tuller
|
41
|
Chief Accounting Officer
|
(1)
|
As of February 1, 2020
|
Name
|
Position
|
Michael G. Barrett
|
President and Chief Executive Officer
|
David L. Day
|
Chief Financial Officer
|
Thomas Kershaw
|
Chief Technology Officer
|
Adam L. Soroca
|
Head of Global Buyer Team
|
Joseph R. Prusz
|
Chief Revenue Officer
|
•
|
Changed the compensation peer group by removing larger peers and replacing with smaller companies; the resulting group better reflected Rubicon Project’s revised revenue growth trajectory and market valuation with median 2018 revenues of $186 million (down from $255 million) and a median market capitalization of $690 million (down from $1.1 billion);
|
•
|
Did not make any changes to base salary or target cash incentives opportunities for any named executive officer;
|
•
|
Approved annual long-term incentive grant values that were closer to competitive market levels after making annual grants in 2018 and 2017 that were low versus competitive market long-term incentive levels; and
|
•
|
Approved an annual cash incentive opportunity with payouts ranging from 0% to 150% of the named executive officer’s target cash incentive amount, with the actual payout based on pre-determined revenue and adjusted EBITDA less capital expenditures, referred to as capex, financial targets tied to our budget and operating plan.
|
•
|
Since joining in March 2017, Mr. Barrett has executed several strategic objectives, including removing buy-side fees and embracing open source and transparency, shifting the business towards header bidding, developing Demand Manager for publishers, and recently announcing the merger with Telaria;
|
•
|
The market’s response to these accomplishments resulted in a doubling of our market value in each of 2018 and 2019—outpacing the growth from other ad-tech peers and the Russell 2000; at the end of December 2019, we generated the following annualized returns for stockholders:
|
◦
|
+12% (versus +7% for the Russell 2000) from March 2017 (Mr. Barrett’s hire date) through December 31, 2019;
|
◦
|
+106% (versus +4% for the Russell 2000) from January 2, 2018 through December 31, 2019; and
|
◦
|
+113% (versus +23% for the Russell 2000) from January 2, 2019 through December 31, 2019
|
•
|
In 2019, Mr. Barrett’s target pay levels increased to $3.7 million (from $2.0 million in 2018) (measured based on Mr. Barrett’s base salary, target cash incentive amount and the grant date fair value of his equity awards), with the increase coming entirely in the grant date fair value of the equity, to (i) recognize the stellar overall company performance through 2018 under Mr. Barrett’s leadership and (ii) provide a target total pay opportunity more closely in line with competitive market levels after delivering an equity award in 2018 that was low versus the competitive market.
|
What We Do:
|
What We Don't Do:
|
ü Provide a significant portion of CEO pay that is “at-risk” (86% of 2019 target direct compensation was based on financial or share price performance) (with target direct compensation determined based on the CEO’s annual base salary, target cash incentive amount, and the grant date fair value of his equity awards)
ü Utilize a formulaic incentive structure in our annual incentive program and limit the use of discretion, as well as limit the maximum annual incentive payment to 150% of the target amount
ü Maintain an ownership and holding requirement policy to encourage alignment with stockholders
ü Employ a clawback policy to allow the company to recover any performance-based compensation
ü Retain an independent compensation consultant to advise the compensation committee
ü Consider feedback from stockholders as part of the compensation committee’s annual program review
|
û No single-trigger change in control benefits
û No gross-ups for change in control benefits
û No discounted stock options or option re-pricings
û No excessive perquisites
û No hedging of our equity securities
|
AppFolio, Inc.
|
Model N, Inc.
|
TechTarget, Inc.
|
|
|
|
ChannelAdvisor Corporation
|
PROS Holdings, Inc.
|
Telaria, Inc.
|
|
|
|
Digital Turbine, Inc.
|
Qualys, Inc.
|
Telenav, Inc.
|
|
|
|
Five9, Inc.
|
QuinStreet, Inc.
|
The Trade Desk, Inc.
|
|
|
|
Leaf Group Ltd.
|
Quotient Technology Inc.
|
TrueCar, Inc.
|
|
|
|
Marchex, Inc.
|
SPS Commerce, Inc.
|
Varonis Systems, Inc.
|
|
|
|
MobileIron, Inc.
|
Synacor, Inc.
|
|
•
|
base salaries;
|
•
|
annual performance-based cash awards;
|
•
|
equity-based incentive awards; and
|
•
|
certain additional employee benefits.
|
Name
|
|
2018 Annual
Base Salary
|
|
|
2019 Annual
Base Salary
|
|
|
Percent Increase (%)
|
|
|||
Michael Barrett
|
|
$
|
515,000
|
|
|
$
|
515,000
|
|
|
|
—
|
|
David Day
|
|
$
|
400,000
|
|
|
$
|
400,000
|
|
|
|
—
|
|
Thomas Kershaw
|
|
$
|
425,000
|
|
|
$
|
425,000
|
|
|
|
—
|
|
Adam Soroca
|
|
$
|
325,000
|
|
|
$
|
325,000
|
|
|
|
—
|
|
Joseph Prusz
|
|
$
|
325,000
|
|
|
$
|
325,000
|
|
|
|
—
|
|
Name
|
|
2018 Annual Target
Bonus Opportunity
|
|
|
2019 Annual Target
Bonus Opportunity
|
|
|
Percent Increase (%)
|
|
|||
Michael Barrett
|
|
$
|
515,000
|
|
|
$
|
515,000
|
|
|
|
—
|
|
David Day
|
|
$
|
260,000
|
|
|
$
|
260,000
|
|
|
|
—
|
|
Thomas Kershaw
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
|
—
|
|
Adam Soroca
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
|
—
|
|
Joseph Prusz
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
|
—
|
|
Percentage of Target Bonus Paid
|
|
Threshold
(50% payout)
|
|
95% payout
|
|
Target
(100% payout)
|
|
105% payout
|
|
Maximum
(150% payout)
|
Revenue
(percentage of goal achieved)
|
|
75%
|
|
95%
|
|
100%
|
|
105%
|
|
125%
|
- Mid-year goal
|
|
$51.3 million
|
|
$65.0 million
|
|
$68.4 million
|
|
$71.9 million
|
|
$85.5 million
|
- Full-year goal
|
|
$112.8 million
|
|
$142.9 million
|
|
$150.4 million
|
|
$158.0 million
|
|
$188.0 million
|
Adjusted EBITDA less Capital Expenditures
(percentage of goal achieved)
|
|
75%
|
|
95%
|
|
100%
|
|
105%
|
|
125%
|
- Mid-year goal
|
|
($13.8 million)
|
|
($12.7 million)
|
|
($10.4 million)
|
|
($7.5 million)
|
|
$11.4 million
|
- Full-year goal
|
|
($21.9 million)
|
|
($18.9 million)
|
|
($13.9 million)
|
|
($8.7 million)
|
|
$14.3 million
|
Name
|
|
Number of Stock Options
Granted
|
|
Number of RSUs
Granted
|
|
||
Michael Barrett
|
|
|
300,000
|
|
|
350,000
|
|
David Day
|
|
|
161,000
|
|
|
188,000
|
|
Thomas Kershaw
|
|
|
179,000
|
|
|
209,000
|
|
Adam Soroca
|
|
|
134,000
|
|
|
157,000
|
|
Joseph Prusz
|
|
|
111,000
|
|
|
130,000
|
|
Position
|
|
Retainer ($)
|
|
|
Board Member
|
|
|
30,000
|
|
Audit Committee Chair
|
|
|
20,000
|
|
Compensation Committee Chair
|
|
|
12,500
|
|
Nominating & Governance Committee Chair
|
|
|
7,500
|
|
Audit Committee Member
|
|
|
10,000
|
|
Compensation Committee Member
|
|
|
5,000
|
|
Nominating & Governance Committee Member
|
|
|
3,500
|
|
Lead Director
|
|
|
15,000
|
|
Name
|
|
Fees Earned
or Paid in
Cash
($)(1)
|
|
|
Stock Awards
($)(2)(3)
|
|
|
Option
Awards
($)(4)
|
|
|
Total
($)
|
|
||||||
Frank Addante(5)
|
|
|
30,000
|
|
|
|
167,987
|
|
|
|
|
—
|
|
|
|
|
197,987
|
|
Lewis W. Coleman
|
|
|
45,000
|
|
|
|
125,001
|
|
|
|
|
—
|
|
|
|
|
170,001
|
|
Robert J. Frankenberg
|
|
|
67,250
|
|
|
|
125,001
|
|
|
|
|
—
|
|
|
|
|
192,251
|
|
Sarah P. Harden(6)
|
|
|
17,500
|
|
|
|
480,003
|
|
|
|
|
—
|
|
|
|
|
497,503
|
|
Sumant Mandal(7)
|
|
|
15,938
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
15,938
|
|
Robert F. Spillane
|
|
|
42,500
|
|
|
|
125,001
|
|
|
|
|
—
|
|
|
|
|
167,501
|
|
Lisa L. Troe
|
|
|
53,500
|
|
|
|
125,001
|
|
|
|
|
—
|
|
|
|
|
178,501
|
|
(1
|
)
|
Consists of annual board retainer and fees for service as a committee chair, committee member, or Lead Director, as the case may be. See the narrative disclosure above for a description of such fees.
|
(2
|
)
|
In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the non-employee directors during the applicable fiscal year computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2019 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 13 “Stock-Based Compensation” to the Consolidated Financial Statements in this Annual Report on Form 10-K (and the assumptions for awards granted prior to 2019 are set forth in the corresponding notes in the Annual Report on Form 10-K for the applicable fiscal year). The reported amounts do not necessarily reflect the value that may be realized by the executive with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown.
|
(3
|
)
|
Stock awards consist of an annual award of 19,562 restricted stock units issued on May 15, 2019 to each director, other than Ms. Harden and Mr. Mandal, with an aggregate grant date fair market value as described in footnote 2 of $125,001. On February 15, 2019, Mr. Addante was granted a pro-rated annual equity award of 8,737 restricted stock units. On July 1, 2019, Ms. Harden was granted an initial equity award of 56,647 restricted stock units and a pro-rated annual equity award of 15,861 restricted stock units in connection with her appointment to the board. As of December 31, 2019, the aggregate number of shares of our common stock covered by unvested stock awards held by each of our non-employee directors was as follows:
|
Frank Addante
|
|
|
19,562
|
|
|
Lewis W. Coleman
|
|
|
19,562
|
|
|
Robert J. Frankenberg
|
|
|
19,562
|
|
|
Sarah P. Harden
|
|
|
72,508
|
|
|
Sumant Mandal
|
|
|
—
|
|
|
Robert F. Spillane
|
|
|
19,562
|
|
|
Lisa L. Troe
|
|
|
19,562
|
|
|
(4
|
)
|
As of December 31, 2019, the aggregate number of shares of our common stock covered by stock options held by each of our non-employee directors was as follows:
|
Frank Addante
|
|
|
183,464
|
|
|
Lewis W. Coleman
|
|
|
65,633
|
|
|
Robert J. Frankenberg
|
|
|
86,500
|
|
|
Sarah P. Harden
|
|
|
—
|
|
|
Sumant Mandal
|
|
|
—
|
|
|
Robert F. Spillane
|
|
|
86,500
|
|
|
Lisa L. Troe
|
|
|
86,500
|
|
|
(5
|
)
|
Mr. Addante became a non-employee director effective December 27, 2018.
|
(6
|
)
|
Ms. Harden was appointed to the Board effective July 1, 2019.
|
(7
|
)
|
Mr. Mandal resigned from the Board effective May 15, 2019.
|
Name and
Principal Position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock Awards ($) (1)
|
|
Option Awards
($) (1)
|
|
Non-Equity Incentive Plan Compensation ($) (2)
|
|
All Other Compensation ($)
|
|
|
Total ($)
|
|||||||
Michael Barrett
|
|
2019
|
|
515,000
|
|
|
|
—
|
|
|
|
1,799,000
|
|
|
883,827
|
|
|
609,503
|
|
|
5,735
|
|
(3)
|
|
3,813,065
|
|
President and CEO
|
|
2018
|
|
515,000
|
|
|
|
—
|
|
|
|
689,500
|
|
|
327,468
|
|
|
515,000
|
|
|
5,006
|
|
|
|
2,051,974
|
|
|
|
2017
|
|
407,708
|
|
(4)
|
|
—
|
|
|
|
6,375,000
|
|
|
2,110,085
|
|
|
315,037
|
|
|
1,728
|
|
|
|
9,209,558
|
|
David Day
|
|
2019
|
|
400,000
|
|
|
|
—
|
|
|
|
924,960
|
|
|
454,019
|
|
|
307,710
|
|
|
28,540
|
|
(5)
|
|
2,115,229
|
|
Chief Financial Officer
|
|
2018
|
|
400,000
|
|
|
|
100,000
|
|
(6)
|
|
334,108
|
|
|
45,646
|
|
|
260,000
|
|
|
28,571
|
|
|
|
1,168,325
|
|
|
|
2017
|
|
402,520
|
|
(7)
|
|
100,000
|
|
(6)
|
|
227,420
|
|
|
103,379
|
|
|
190,747
|
|
|
15,550
|
|
|
|
1,039,616
|
|
Thomas Kershaw
|
|
2019
|
|
425,000
|
|
|
|
—
|
|
|
|
1,028,280
|
|
|
504,779
|
|
|
325,463
|
|
|
5,735
|
|
(8)
|
|
2,289,257
|
|
Chief Technology Officer
|
|
2018
|
|
425,000
|
|
|
|
150,000
|
|
(9)
|
|
675,189
|
|
|
94,602
|
|
|
275,000
|
|
|
5,650
|
|
|
|
1,625,441
|
|
|
|
2017
|
|
425,000
|
|
|
|
150,000
|
|
(9)
|
|
616,835
|
|
|
214,256
|
|
|
211,763
|
|
|
1,832
|
|
|
|
1,619,686
|
|
Adam Soroca(10)
|
|
2019
|
|
325,000
|
|
|
|
—
|
|
|
|
772,440
|
|
|
377,879
|
|
|
266,288
|
|
|
7,682
|
|
(11)
|
|
1,749,289
|
|
Head of Global Buyer Team
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Prusz(12)
|
|
2019
|
|
325,000
|
|
|
|
—
|
|
|
|
639,600
|
|
|
313,019
|
|
|
266,288
|
|
|
135
|
|
(13)
|
|
1,544,042
|
|
Chief Revenue Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer during the applicable fiscal year computed in accordance with ASC 718. Rubicon Project’s equity awards valuation approach and related underlying assumptions for awards granted in 2019 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 13 “Stock-Based Compensation” to the Consolidated Financial Statements in this Annual Report on Form 10-K (and the assumptions for awards granted prior to 2019 are set forth in the corresponding notes in the Annual Report on Form 10-K for the applicable fiscal year). The reported amounts do not necessarily reflect the value that may be realized by the executive with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown.
|
(2)
|
Cash incentive amounts earned by the named executive officers for service during the year, including amounts paid subsequent to that year based upon performance during that year. In February 2020, the compensation committee determined that for the full year of 2019, we achieved revenue of $156.4 million and adjusted EBITDA less capex of $5.7 million, resulting in a weighted payout percentage of 118.3% pursuant to the annual incentive program for the named executive officers for 2019 as described in the Compensation Discussion and Analysis section above. As described in such section, each named executive officer was paid a portion of his annual bonus in July 2019 based on performance during the first half of the year. The final 2019 award for each executive, which appears in the table above, will be paid in March 2020 (less the amount of the incentive already paid to the named executive officer for the first half of 2019).
|
(3)
|
Represents $5,600 in 401(k) plan matching contributions and $135 in life insurance premiums.
|
(4)
|
Mr. Barrett joined Rubicon Project in March 2017 with an annual salary of $515,000.
|
(5)
|
Represent $8,400 in 401(k) plan matching contributions, $135 in life insurance premiums and $20,005 in transportation reimbursement.
|
(6)
|
Represents a $100,000 retention bonus that vested during the applicable year.
|
(7)
|
Mr. Day’s base salary was increased effective February 22, 2017 in connection with his appointment as permanent chief financial officer. This amount represents 10.2 months of base salary at an annual rate of $400,000 and 1.8 months of base salary at an annual rate of $295,625 and also includes $17,500 in supplemental compensation for service as interim chief financial officer for 2017 through his appointment as permanent chief financial officer on February 22, 2017.
|
(8)
|
Represents $5,600 in 401(k) plan matching contributions and $135 in life insurance premiums.
|
(9)
|
Represents a $150,000 retention bonus that vested during the applicable year.
|
(10)
|
Mr. Soroca was not a named executive officer of Rubicon Project prior to 2019.
|
(11)
|
Represents $6,094 in 401(k) plan matching contributions, $135 in life insurance premiums, and $1,453 in transit benefit plan matching contributions.
|
(12)
|
Mr. Prusz was not a named executive officer of Rubicon Project prior to 2019.
|
(13)
|
Represents $135 in life insurance premiums.
|
Name
|
|
Grant Date
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards
($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards(1)
|
||||||||||||||||||||
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|
|
|
||||||||||||||||||||||
Michael Barrett
|
|
|
—
|
|
|
257,500
|
|
|
|
515,000
|
|
|
|
772,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/22/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
350,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,799,000
|
|
|
|
|
|
2/22/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
300,000
|
|
|
|
5.14
|
|
|
|
883,827
|
|
|
David Day
|
|
|
—
|
|
|
130,000
|
|
|
|
260,000
|
|
|
|
390,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
188,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
924,960
|
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
161,000
|
|
|
|
4.92
|
|
|
|
454,019
|
|
|
Thomas Kershaw
|
|
|
—
|
|
|
137,500
|
|
|
|
275,000
|
|
|
|
412,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
209,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,028,280
|
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
179,000
|
|
|
|
4.92
|
|
|
|
504,779
|
|
|
Adam Soroca
|
|
|
—
|
|
|
112,500
|
|
|
|
225,000
|
|
|
|
337,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
157,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
772,440
|
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
134,000
|
|
|
|
4.92
|
|
|
|
377,879
|
|
|
Joseph Prusz
|
|
|
—
|
|
|
112,500
|
|
|
|
225,000
|
|
|
|
337,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
130,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
639,600
|
|
|
|
|
|
2/20/2019
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
111,000
|
|
|
|
4.92
|
|
|
|
313,019
|
|
(1)
|
In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer during 2019 computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2019 are described in Note 2 “Organization and Summary of Significant Accounting Policies-Stock-Based Compensation” and Note 13 “Stock-Based Compensation” to the Consolidated Financial Statements in this Annual Report on Form 10-K (and the assumptions for awards granted prior to 2019 are set forth in the corresponding notes in the Annual Report on Form 10-K for the applicable fiscal year). The reported amounts do not necessarily reflect the value that may be realized by the executive with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||||||||||
Name
|
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price ($)
|
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
|
|
Market Value of Shares or Units of Stock that Have Not Vested ($)(1)
|
|
|||||
Michael Barrett
|
|
2/22/19
|
|
—
|
|
|
300,000
|
|
(2)
|
|
5.14
|
|
|
2/22/29
|
|
|
|
|
|
|
|
|
|
|
3/15/18
|
|
137,500
|
|
|
162,500
|
|
(3)
|
|
1.97
|
|
|
3/15/28
|
|
|
|
|
|
|
|
|
|
|
3/17/17
|
|
471,735
|
|
|
214,425
|
|
(4)
|
|
5.80
|
|
|
3/17/27
|
|
|
|
|
|
|
|
|
|
|
2/22/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350,000
|
(5)
|
|
|
2,856,000
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,438
|
(6)
|
|
|
803,254
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,500
|
(7)
|
|
|
714,000
|
|
|
|
3/17/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389,279
|
(8)
|
|
|
3,176,517
|
|
David Day
|
|
2/20/19
|
|
—
|
|
|
161,000
|
|
(2)
|
|
4.92
|
|
|
2/20/29
|
|
|
|
|
|
|
|
|
|
|
3/15/18
|
|
19,166
|
|
|
22,651
|
|
(3)
|
|
1.97
|
|
|
3/15/28
|
|
|
|
|
|
|
|
|
|
|
3/15/17
|
|
22,784
|
|
|
9,383
|
|
(9)
|
|
6.06
|
|
|
3/15/27
|
|
|
|
|
|
|
|
|
|
|
5/19/15
|
|
9,300
|
|
|
—
|
|
|
|
16.75
|
|
|
5/19/25
|
|
|
|
|
|
|
|
|
|
|
4/24/13
|
|
140,000
|
|
|
—
|
|
|
|
7.80
|
|
|
4/24/23
|
|
|
|
|
|
|
|
|
|
|
2/20/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,000
|
(10)
|
|
|
1,534,080
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,442
|
(10)
|
|
|
223,927
|
|
|
|
1/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(7)
|
|
|
408,000
|
|
|
|
3/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,728
|
(12)
|
|
|
95,701
|
|
|
|
1/31/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,875
|
(13)
|
|
|
15,300
|
|
Thomas Kershaw
|
|
2/20/19
|
|
—
|
|
|
179,000
|
|
(2)
|
|
4.92
|
|
|
2/20/29
|
|
|
|
|
|
|
|
|
|
|
3/15/18
|
|
16,250
|
|
|
46,945
|
|
(3)
|
|
1.97
|
|
|
3/15/28
|
|
|
|
|
|
|
|
|
|
|
3/15/17
|
|
47,222
|
|
|
19,445
|
|
(9)
|
|
6.06
|
|
|
3/15/27
|
|
|
|
|
|
|
|
|
|
|
11/15/16
|
|
39,583
|
|
|
10,417
|
|
(14)
|
|
7.72
|
|
|
11/15/26
|
|
|
|
|
|
|
|
|
|
|
2/20/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
209,000
|
(15)
|
|
|
1,705,440
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,875
|
(16)
|
|
|
464,100
|
|
|
|
1/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(7)
|
|
|
816,000
|
|
|
|
3/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,306
|
(17)
|
|
|
198,337
|
|
|
|
11/15/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,250
|
(18)
|
|
|
255,000
|
|
Adam Soroca
|
|
2/20/19
|
|
—
|
|
|
134,000
|
|
(2)
|
|
4.92
|
|
|
2/20/29
|
|
|
|
|
|
|
|
|
|
|
3/15/18
|
|
19,309
|
|
|
22,821
|
|
(3)
|
|
1.97
|
|
|
3/15/28
|
|
|
|
|
|
|
|
|
|
|
2/20/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157,000
|
(19)
|
|
|
1,281,120
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,648
|
(20)
|
|
|
225,608
|
|
|
|
1/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(7)
|
|
|
816,000
|
|
|
|
7/14/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,313
|
(21)
|
|
|
124,954
|
|
Joseph Prusz
|
|
2/20/19
|
|
—
|
|
|
111,000
|
|
(2)
|
|
4.92
|
|
|
2/20/29
|
|
|
|
|
|
|
|
|
|
|
3/15/18
|
|
19,309
|
|
|
22,821
|
|
(3)
|
|
1.97
|
|
|
3/15/28
|
|
|
|
|
|
|
|
|
|
|
3/15/17
|
|
12,750
|
|
|
5,250
|
|
(9)
|
|
6.06
|
|
|
3/15/27
|
|
|
|
|
|
|
|
|
|
|
5/19/15
|
|
6,500
|
|
|
—
|
|
|
|
16.75
|
|
|
5/19/25
|
|
|
|
|
|
|
|
|
|
|
12/13/12
|
|
25,000
|
|
|
—
|
|
|
|
4.70
|
|
|
12/13/22
|
|
|
|
|
|
|
|
|
|
|
2/20/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,000
|
(22)
|
|
|
1,060,800
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,250
|
(23)
|
|
|
132,600
|
|
|
|
3/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,648
|
(24)
|
|
|
225,608
|
|
|
|
1/15/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(7)
|
|
|
408,000
|
|
|
|
3/15/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,563
|
(25)
|
|
|
53,554
|
|
|
|
1/31/16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,875
|
(26)
|
|
|
15,300
|
|
(1)
|
In accordance with the rules of the SEC, the values represent the product of the number of shares that have not vested and $8.16, which was the closing market price of our common stock on December 31, 2019. The reported amount does not necessarily reflect the value that may be realized by the individual because the awards vest over a specified period of time from the date of grant contingent upon continued employment, and the actual amount received upon sale of shares will depend upon the fair market value of the shares at the times they are sold.
|
(2)
|
These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2020 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months.
|
(3)
|
These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2019 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months.
|
(4)
|
These stock options vest (or vested) with respect to 25% of the underlying shares on March 17, 2018 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months.
|
(5)
|
These RSUs vest with respect to 109,375 of the underlying shares on May 15, 2020; with respect to 43,750 shares on each November 15 and May 15 thereafter until November 15, 2022, and with respect to 21,875 of such shares on May 15, 2023.
|
(6)
|
These RSUs vest with respect to 21,875 of the underlying shares on each May 15 and November 15 until November 15, 2021; and with respect to 10,938 of such shares on May 15, 2022.
|
(7)
|
These RSUs vested on January 15, 2020.
|
(8)
|
These RSUs vest with respect to 137,392 of the underlying shares on each May 15 and November 15 through November 15, 2020 and with respect to 114,495 of such shares on May 15, 2021.
|
(9)
|
These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2018 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months.
|
(10)
|
These RSUs vest with respect to 58,750 of the underlying shares on May 15, 2020, with respect to 23,500 shares on each November 15 and May 15 hereafter until November 15, 2022, and with respect to 11,750 of such shares on May 15, 2023.
|
(11)
|
These RSUs vest with respect to 6,098 of the underlying shares on each May 15 and November 15 until November 15, 2021; and with respect to 3,050 of such shares on May 15, 2022.
|
(12)
|
These RSUs vest with respect to 4,691 of the underlying shares on each May 15 and November 15 through November 15, 2020 and with respect to 2,346 of such shares on May 15, 2021.
|
(13)
|
These shares of restrict stock vest on May 15, 2020.
|
(14)
|
These stock options vest (or vested) with respect to 25% of the underlying shares on October 3, 2017 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months.
|
(15)
|
These RSUs vest with respect to 65,312 of the underlying shares on May 15, 2020, with respect to 26,125 shares on each November 15 and May 15 hereafter until November 15, 2022, and with respect to 13,063 of such shares on May 15, 2023.
|
(16)
|
These RSUs vest with respect to 12,639 of the underlying shares on each May 15 and November 15 until November 15, 2021; and with respect to 6,319 of such shares on May 15, 2022.
|
(17)
|
These RSUs vest with respect to 9,722 of the underlying shares on each May 15 and November 15 through November 15, 2020; and with respect to 4,862 of such shares on May 15, 2021.
|
(18)
|
These RSUs vest with respect to 15,625 of the underlying shares on each of May 15, 2020 and November 15, 2020.
|
(19)
|
These RSUs vest with respect to 49,062 of the underlying shares on May 15, 2020, with respect to 19,625 shares on each November 15 and May 15 hereafter until November 15, 2022, and with respect to 9,813 of such shares on May 15, 2023.
|
(20)
|
These RSUs vest with respect to 6,144 of the underlying shares on each May 15 and November 15 until November 15, 2021, and with respect to 3,072 of such shares on May 15, 2022.
|
(21)
|
These RSUs vest with respect to 4,375 of the underlying shares on each May 15 and November 15 through May 15, 2021, and with respect to 2,188 of such shares on November 15, 2021.
|
(22)
|
These RSUs vest with respect to 40,625 of the underlying shares on May 15, 2020, with respect to 16,250 shares on each November 15 and May 15 hereafter until November 15, 2022, and with respect to 8,125 of such shares on May 15, 2023.
|
(23)
|
These RSUs vest with respect to 3,750 of the underlying shares on each May 15 and November 15 until November 15, 2021, and with respect to 1,250 of such shares on May 15, 2022.
|
(24)
|
These RSUs vest with respect to 6,144 of the underlying shares on each May 15 and November 15 until November 15, 2021, and with respect to 3,072 of such shares on May 15, 2022.
|
(25)
|
These RSUs vest with respect to 2,625 of the underlying shares on each of May 15, 2020 and November 15, 2020, and with respect to 1,313 of such shares on May 15, 2022.
|
(26)
|
These RSUs vest on May 15, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
||||||||||||
Name
|
|
Number of Shares
Acquired on
Exercise
(#)
|
|
|
Value Realized on
Exercise
($)(1)
|
|
|
Number of Shares
Acquired on
Vesting
(#)
|
|
|
Value Realized on
Vesting
($)(2)
|
|
||||||
Michael Barrett
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
438,846
|
|
|
|
2,867,605
|
|
David Day
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
89,795
|
|
|
|
480,006
|
|
Thomas Kershaw
|
|
|
23,472
|
|
|
|
$
|
115,907
|
|
|
|
|
194,930
|
|
|
|
1,073,179
|
|
Adam Soroca
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
130,254
|
|
|
|
613,205
|
|
Joseph Prusz
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
102,931
|
|
|
|
568,537
|
|
(1)
|
The value realized upon the exercise of a stock option is calculated by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date the stock option was exercised and the per-share exercise price of the options.
|
(2)
|
The value realized upon the vesting of a stock award is calculated by multiplying (i) the number of shares of our common stock that vested, by (ii) the per-share closing price of our common stock on the vesting date. Represents the gross value realized prior to any applicable tax withholding.
|
Name
|
|
Cash Severance
($)(1)
|
|
|
Pro-Rata
Bonus
($)(2)
|
|
|
Continued
Health
Insurance
Coverage
($)(3)
|
|
|
Value of
Accelerated
Vesting of
Equity Awards
($)(4)
|
|
|
Total
($)
|
|
||||||||||
Michael Barrett
|
|
|
515,000
|
|
|
|
|
309,000
|
|
|
|
|
32,079
|
|
|
|
|
6,194,535
|
|
|
|
|
7,050,614
|
|
|
David Day
|
|
|
400,000
|
|
|
|
|
156,000
|
|
|
|
|
16,040
|
|
|
|
|
1,652,694
|
|
|
|
|
2,224,734
|
|
|
Thomas Kershaw
|
|
|
212,500
|
|
|
|
|
165,000
|
|
|
|
|
8,020
|
|
|
|
|
2,014,388
|
|
|
|
|
2,399,908
|
|
|
Adam Soroca
|
|
|
162,500
|
|
|
|
|
135,000
|
|
|
|
|
16,040
|
|
|
|
|
1,525,473
|
|
|
|
|
1,839,013
|
|
|
Joseph Prusz
|
|
|
81,250
|
|
|
|
|
135,000
|
|
|
|
|
8,020
|
|
|
|
|
912,751
|
|
|
|
|
1,137,021
|
|
|
(1)
|
The cash severance amount included in the table above is equal to 12 months base salary (in the case of Messrs. Barrett and Day), 6 months base salary (in the case of Messrs. Kershaw and Soroca) and 3 months base salary (in the case of Mr. Prusz), which will be paid in equal installments in accordance Rubicon Project’s normal payroll schedule beginning on or after the 60th day following the termination date.
|
(2)
|
The pro-rata bonus amount included in the table above is equal to the executive’s target bonus for the 2019 fiscal year, reduced by the mid-year bonus amounts which were previously paid to the executive for 2019. Such pro-rata bonus amount will be paid in a lump sum on or after the 60th day following the termination date.
|
(3)
|
The executive is entitled to continuation of group health insurance coverage or reimbursement of premiums for the executive and his dependents for a specified period (12 months for Mr. Barrett, 6 months for Messrs. Day and Soroca, and 3 months for Messrs. Kershaw and Prusz).
|
(4)
|
The equity acceleration amount included in the table represents the value of the equity awards that would vest in connection with the termination of the executive’s employment. Messrs. Barrett and Day would be credited with an additional 12 months vesting, Messrs. Kershaw and Soroca would be credited with an additional 6 months vesting and Mr. Prusz would be credited with an additional 3 months vesting (or 6 months in the case of a termination due to Mr. Prusz’s death or disability). The value of the accelerated options and RSUs presented in the table is calculated based on our closing stock price on December 31, 2019 of $8.16, and, in the case of the accelerated options, less the exercise price of the options.
|
Name
|
|
Cash Severance
($)(1)
|
|
Pro-Rata Bonus
($)(2)
|
|
Continued Health Insurance Coverage
($)(3)
|
|
|
Value of Accelerated Vesting of Equity Awards
($)(4)
|
|
Total
($)
|
|
||||||||||
Michael Barrett
|
|
|
1,030,000
|
|
|
|
309,000
|
|
|
|
32,079
|
|
|
|
|
9,967,689
|
|
|
|
11,338,768
|
|
|
David Day
|
|
|
660,000
|
|
|
|
156,000
|
|
|
|
32,079
|
|
|
|
|
2,958,561
|
|
|
|
3,806,640
|
|
|
Thomas Kershaw
|
|
|
425,000
|
|
|
|
165,000
|
|
|
|
16,040
|
|
|
|
|
4,354,845
|
|
|
|
4,960,885
|
|
|
Adam Soroca
|
|
|
162,500
|
|
|
|
135,000
|
|
|
|
16,040
|
|
|
|
|
3,023,104
|
|
|
|
3,336,644
|
|
|
Joseph Prusz
|
|
|
162,500
|
|
|
|
135,000
|
|
|
|
16,040
|
|
|
|
|
2,407,789
|
|
|
|
2,721,329
|
|
|
(1)
|
The cash severance amount included in the table above is equal to 12 months base salary plus target bonus (in the case of Messrs. Barrett and Day), 12 months base salary (in the case of Mr. Kershaw) or 6 months base salary (in the case of Messrs. Soroca and Prusz), which will be paid in equal installments in accordance with our normal payroll schedule beginning on or after the 60th day following the termination date.
|
(2)
|
The pro-rata bonus amount included in the table above is equal to the executive’s target bonus for the 2019 fiscal year, reduced by the mid-year bonus amounts which were previously paid to the executive for 2019. Such pro-rata bonus amount will be paid in a lump sum on or after the 60th day following the termination date.
|
(3)
|
The executive is entitled to continuation of group health insurance coverage or reimbursement of premiums for the executive and his dependents for a specified period (12 months for Messrs. Barrett and Day, and 6 months for Messrs. Kershaw, Soroca and Prusz).
|
(4)
|
The equity acceleration amount included in the table represents the value of the full acceleration of the executive’s then-unvested equity awards. The value of the accelerated options and RSUs presented in the table is calculated based on our closing stock price on December 31, 2019 of $8.16, and, in the case of the accelerated options, less the exercise price of the options.
|
Plan Category
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
and Rights
|
|
Weighted-average
Exercise Price of
Outstanding
Options
and Rights(4)
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))
|
|
|
(a)
|
|
(b)
|
(c)
|
|
Equity Compensation Plans Approved by Stockholders(1)
|
11,023,230
|
|
$7.38
|
4,823.535
|
(5)
|
Equity Compensation Plans Not Approved by Stockholders(2)
|
1,315.412
|
|
$4.66
|
848.725
|
(6)
|
Total
|
12,338,642
|
(3)
|
$6.82
|
5,672,260
|
|
(1)
|
Consists of our 2007 Stock Incentive Plan, 2014 Equity Incentive Plan, and 2014 Employee Stock Purchase Plan.
|
(2)
|
Consists of our 2014 Inducement Grant Equity Incentive Plan, the iSocket, Inc. 2009 Equity Incentive Plan, the Chango Inc. 2009 Stock Option Plan, and the nToggle, Inc. 2014 Equity Incentive Plan, each described below.
|
(3)
|
Represents 4,262,059 shares to be issued upon exercise of outstanding options and 8,076,583 shares subject to outstanding unvested restricted stock units. Does not include 1,875 unvested restricted stock awards, which are included in outstanding shares.
|
(4)
|
Represents the weighted-average exercise price of outstanding options. Shares subject to outstanding unvested restricted stock units become issuable upon vesting without any exercise price or other cash consideration required.
|
(5)
|
Consists of 2,931,722 shares that were available for future issuance under the 2014 Equity Incentive Plan and 1,891,813 shares that were available for future issuance under the 2014 Employee Stock Purchase Plan as of December 31, 2019. On January 1, 2020, an additional 2,694,390 shares became available for future issuance under the 2014 Equity Incentive Plan pursuant to the plan’s evergreen provisions. No future awards will be made under our 2007 Stock Incentive Plan.
|
(6)
|
Shares available for future issuance under the 2014 Inducement Grant Equity Incentive Plan as of December 31, 2019.
|
Name and Address of Beneficial Owner(1)
|
|
Common
Stock(2)
|
|
Percent
|
|
||||
5% Stockholders
|
|
|
|
|
|
|
|
|
|
BlackRock,Inc.(3)
|
|
|
3,481,724
|
|
|
|
6.3
|
|
%
|
Named Executive Officers
|
|
|
|
|
|
|
|
||
Michael Barrett(4)
|
|
|
1,558,696
|
|
|
|
2.8
|
|
%
|
Thomas Kershaw(5)
|
|
|
362,678
|
|
|
|
*
|
|
|
David Day(6)
|
|
|
253,076
|
|
|
|
*
|
|
|
Joe Prusz(7)
|
|
|
245,916
|
|
|
|
*
|
|
|
Adam Soroca(8)
|
|
|
193,314
|
|
|
|
*
|
|
|
Directors and Director Nominees
|
|
|
|
|
|
|
|
||
Frank Addante(9)
|
|
|
1,324,971
|
|
|
|
2.4
|
|
%
|
Robert F. Spillane(10)
|
|
|
133,424
|
|
|
|
*
|
|
|
Robert J. Frankenberg(11)
|
|
|
133,424
|
|
|
|
*
|
|
|
Lisa L. Troe(12)
|
|
|
131,274
|
|
|
|
*
|
|
|
Lewis W. Coleman(13)
|
|
|
101,774
|
|
|
|
*
|
|
|
Sarah Harden(14)
|
|
|
—
|
|
|
|
—
|
|
|
All Current Executive Officers and Directors as a Group (14 persons)(15)
|
|
|
4,614,339
|
|
|
|
8.1
|
|
%
|
(1)
|
Except as noted, the address of the named beneficial owner is c/o The Rubicon Project, Inc., 12181 Bluff Creek Drive, Suite 400, Los Angeles, California 90094.
|
(2)
|
The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes shares (i) as to which the individual or entity has sole or shared voting power or investment power, and (ii) the individual owns or has the right to acquire beneficial ownership of within 60 days of February 23, 2020. Shares not owned but which the individual has the right to acquire beneficial ownership within 60 days of February 23, 2020 are included in the numerator and denominator for that specific individual in calculating that individual’s beneficial ownership percentage, but not deemed outstanding in the aggregate for computing the ownership percentage for others.
|
(3)
|
Beneficial ownership information is based solely upon a Schedule 13G filed with the SEC on February 7, 2020 by BlackRock, Inc. According to the Schedule 13G, as of December 31, 2019, BlackRock has sole voting power with respect to 3,404,728 shares and sole dispositive power with respect to 3,481,724 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(4)
|
Includes 778,915 shares issuable pursuant to outstanding stock options exercisable by Mr. Barrett within 60 days of February 23, 2020, of which 725,325 were fully vested as of such date. Excludes options to purchase 507,245 shares of common stock and 837,717 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020. Also includes 7,313 shares owned by Ichabod Farm Ventures LLC, of which Mr. Barrett is the beneficial owner.
|
(5)
|
Includes 172,208 shares issuable pursuant to outstanding stock options exercisable by Mr. Kershaw within 60 days of February 23, 2020, of which 156,277 were fully vested as of such date. Excludes options to purchase 186,654 shares of common stock and 321,431 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(6)
|
Includes 244,373 shares issuable pursuant to outstanding stock options exercisable by Mr. Day within 60 days of February 23, 2020, of which 234,583 were fully vested as of such date, and 1,875 shares of unvested time-based restricted stock. Excludes options to purchase 139,911 shares of common stock and 227,170 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(7)
|
Includes 100,945 shares issuable pursuant to outstanding stock options exercisable by Mr. Prusz within 60 days of February 23, 2020, of which 93,815 were fully vested as of such date. Excludes options to purchase 101,685 shares of common stock and 182,336 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(8)
|
Includes 61,903 shares issuable pursuant to outstanding stock options exercisable by Mr. Soroca within 60 days of February 23, 2020, of which 54,565 were fully vested as of such date. Excludes options to purchase 114,227 shares of common stock and 199,961 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(9)
|
Includes 183,464 shares issuable pursuant to outstanding stock options exercisable by Mr. Addante within 60 days of February 23, 2020, all of which were fully vested as of such date. Also includes 1,250 shares owned by his spouse. Excludes 19,562 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(10)
|
Includes 86,500 shares issuable pursuant to outstanding stock options exercisable by Mr. Spillane within 60 days of February 23, 20200, all of which were fully vested as of such date. Excludes 19,562 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(11)
|
Includes 86,500 shares issuable pursuant to outstanding stock options exercisable by Mr. Frankenberg within 60 days of February 23, 2020, all of which were fully vested as of such date. Excludes 19,562 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(12)
|
Includes 86,500 shares issuable pursuant to stock options exercisable by Ms. Troe within 60 days of February 23, 2020, all of which were fully vested as of such date. Excludes 19,562 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(13)
|
Includes 65,633 shares issuable pursuant to stock options exercisable by Mr. Coleman within 60 days of February 23, 2020, all of which were fully vested as of such date. Excludes 19,562 restricted stock units that are unvested and unexercisable within 60 days of February 23, 2020.
|
(14)
|
Excludes 72,508 restricted stock units held by Ms. Harden that are unvested and unexercisable within 60 days of February 23, 2020.
|
(15)
|
Includes 1,947,273 shares issuable pursuant to outstanding stock options exercisable within 60 days of February 23, 2020, of which 1,849,162 were fully vested as of such date and 1,875 shares of unvested time-based restricted stock. Excludes options to purchase 1,123,390 shares of common stock that are unvested and unexercisable within 60 days of February 23, 2020 and 2,153,584 restricted stock units that are unvested within 60 days of February 23, 2020.
|
•
|
the terms of the transaction as compared to terms available for a similar transaction with a non-related party;
|
•
|
the extent of the related person’s interest in the transaction;
|
•
|
the disclosure requirements associated with the transaction;
|
•
|
the effect of the transaction upon the independence of any director involved;
|
•
|
the effect of the transaction upon the ability of the related person to fulfill his or her duties to the company; and
|
•
|
the appearance of the transaction.
|
Fee Category
|
|
2019
|
|
2018
|
||||
Audit Fees(1)
|
|
$
|
932,775
|
|
|
$
|
812,516
|
|
Audit-Related Fees(2)
|
|
325,289
|
|
|
—
|
|
||
Tax Fees(3)
|
|
—
|
|
|
—
|
|
||
All Other Fees(4)
|
|
3,790
|
|
|
3,790
|
|
||
Total
|
|
$
|
1,261,854
|
|
|
$
|
816,306
|
|
Fee Category
|
|
2019
|
|
2018
|
||||
Audit Fees(1)
|
|
$
|
—
|
|
|
$
|
292,200
|
|
Audit-Related Fees(2)
|
|
—
|
|
|
44,000
|
|
||
Tax Fees(3)
|
|
—
|
|
|
—
|
|
||
All Other Fees(4)
|
|
—
|
|
|
4,543
|
|
||
Total
|
|
$
|
—
|
|
|
$
|
340,743
|
|
(1)
|
Audit Fees cover professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q, and services normally provided by the accountant in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-Related Fees cover assurance and related services that are reasonably related to the performance of audit or review of our financial statements and not reported as Audit Fees.
|
(3)
|
Tax Fees cover tax compliance, advice, and planning services and consisted primarily of review of consolidated federal income tax returns and foreign tax issues.
|
(4)
|
All Other Fees in 2019 and 2018 related to license fees for accounting research software.
|
Number
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1*
|
|
|
10.1+
|
|
|
10.2+
|
|
|
10.3+
|
|
|
10.4+
|
|
|
10.5+
|
|
10.6+
|
|
|
10.7+
|
|
|
10.8+
|
|
|
10.9+
|
|
|
10.10+
|
|
|
10.11+
|
|
|
10.12+
|
|
|
10.13+
|
|
|
10.14+
|
|
|
10.15+
|
|
|
10.16+
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22+
|
|
|
10.23*+
|
|
10.24+
|
|
|
10.25+
|
|
|
10.26
|
|
|
10.27
|
|
|
21.1*
|
|
|
23.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32*(1)
|
|
|
101.ins *
|
|
XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.sch *
|
|
XBRL Taxonomy Schema Linkbase Document
|
101.cal *
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.def *
|
|
XBRL Taxonomy Definition Linkbase Document
|
101.lab *
|
|
XBRL Taxonomy Label Linkbase Document
|
101.pre *
|
|
XBRL Taxonomy Presentation Linkbase Document
|
†
|
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
|
(1)
|
The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), and is not to be incorporated by reference into any filing of The Rubicon Project, Inc. under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
THE RUBICON PROJECT, INC.
(Registrant) |
|
/s/ David Day |
|
David Day
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Date February 26, 2020
|
|
Name
|
Title
|
Date
|
/s/ Michael Barrett
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
February 26, 2020
|
Michael Barrett
|
||
/s/ David Day
|
Chief Financial Officer
(Principal Financial Officer) |
February 26, 2020
|
David Day
|
||
/s/ Blima Tuller
|
Chief Accounting Officer
(Principal Accounting Officer)
|
February 26, 2020
|
Blima Tuller
|
||
/s/ Frank Addante
|
Director
|
February 26, 2020
|
Frank Addante
|
||
/s/ Robert J. Frankenberg
|
Director
|
February 26, 2020
|
Robert J. Frankenberg
|
||
/s/ Sarah P. Harden
|
Director
|
February 26, 2020
|
Sarah P. Harden
|
||
/s/ Robert F. Spillane
|
Director
|
February 26, 2020
|
Robert F. Spillane
|
||
/s/ Lisa L. Troe
|
Director
|
February 26, 2020
|
Lisa L. Troe
|
||
/s/ Lewis W. Coleman
|
Director
|
February 26, 2020
|
Lewis W. Coleman
|
•
|
the required vote to amend or repeal the section of the Certificate of Incorporation providing for the right to amend or repeal provisions of the Certificate of Incorporation;
|
•
|
number of directors and structure of the Board;
|
•
|
absence of the authority of stockholders to act by written consent;
|
•
|
authority to call a special meeting of stockholders; and
|
•
|
the required vote to amend or repeal provisions of the Bylaws.
|
(i)
|
an Employment Letter or Offer Letter setting forth terms of Executive’s employment (the “Employment Letter”) and
|
(ii)
|
Grant Notices or other documents documenting the issuance of Stock Options or other equity awards to Executive (the “Equity Agreements”).
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Rubicon Project, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Signature:
|
/s/ Michael Barrett
|
Date February 26, 2020
|
|
Michael Barrett
President and Chief Executive Officer
(Principal Executive Officer)
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Signature:
|
/s/ David Day
|
Date February 26, 2020
|
|
David Day
Chief Financial Officer
(Principal Financial Officer)
|
1.
|
Our Annual Report on Form 10-K for the quarter ended December 31, 2019, to which this certification is attached as Exhibit 32 (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Michael Barrett
|
|
Michael Barrett
President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ David Day
|
|
David Day
Chief Financial Officer
(Principal Financial Officer)
|