10-Q 1 mxpt09302016-10q.htm 10-Q Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark One)
 x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
 
For the quarterly period ended September 30, 2016
 
OR
 ¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the transition period from                         to                       
 
Commission File Number 001-36864 
 
MAXPOINT INTERACTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
20‑5530657
(I.R.S. Employer
Identification Number)
 
MaxPoint Interactive, Inc.
3020 Carrington Mill Blvd., Suite 300
Morrisville, North Carolina 27560
(Address of principal executive offices)
 
(800) 916‑9960
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b‑2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer ¨
Non‑accelerated filer x
(Do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨      No    x     
There were 6,631,639 shares of the registrant’s common stock outstanding as of November 4, 2016. 
 


TABLE OF CONTENTS
 
Special Note Regarding Forward-Looking Statements
Page
 
 
 
 


2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," but are also contained elsewhere in this report. Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, market sizing, competitive position, industry environment and potential growth opportunities. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "must," "plans," "potential," "predicts," "projects," "seeks," "should," "will," "would" or similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in "Risk Factors," Management's Discussion and Analysis of Financial Condition and Results of Operations-Key Factors Affecting Our Performance" and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this report. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.
Some of the key factors that could cause actual results to differ from our expectations include:
•
our limited operating history, particularly as a newly public company, which makes it difficult to evaluate our current business and future prospects; 
•
our ability to achieve or sustain profitability; 
•
the effects of increased competition in our market and our ability to compete effectively; 
•
our ability to attract new customers or increase the allocation of our existing customers' marketing spend to us; 
•
changes in our customers' advertising budget allocations, agency affiliations or marketing strategies;
•
our ability to develop new products and services, enhance our existing products and services or make necessary changes to our technology platform or business model;
•
our ability to expand our business internationally; 
•
our ability to comply with, and the effect on our business of, evolving legal standards and regulations, particularly concerning privacy and data protection; 
•
the seasonality of our business; 
•
our dependence on the continued growth of the digital advertising market; 
•
our ability to maintain a supply of media inventory or impressions; 
•
our ability to retain key employees and attract additional key employees; 
•
our ability to maintain effective internal controls;
•
our recognition of revenue from customer subscriptions over the term of the customer agreements; and
•
general market, political, economic and business conditions, including internationally. 
 
Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

3

PART I. FINANCIAL INFORMATION
Item  1.    Financial Statements.

MaxPoint Interactive, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
 
As of December 31,
 
As of September 30,
 
2015
 
2016
Assets
    
 
    
Current assets:
 
 
 
Cash and cash equivalents
$
41,143

 
$
24,122

Accounts receivable, net
43,336

 
35,147

Prepaid expenses and other current assets
1,246

 
1,974

Restricted cash, short-term
1,861

 
—

Total current assets
87,586

 
61,243

Property, equipment and software, net
19,385

 
20,058

Other long-term assets
315

 
57

Total assets
$
107,286

 
$
81,358

Liabilities and Stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
14,987

 
$
10,164

Accrued expenses and other current liabilities
8,386

 
9,310

Short-term debt
31,225

 
26,125

Total current liabilities
54,598

 
45,599

Other long-term liabilities
955

 
1,280

Total liabilities
55,553

 
46,879

Commitments and contingencies (See Note 7)

 

Stockholders’ equity:
 
 
 
Common stock, $0.00005 par value; 500,000,000 shares authorized, 6,560,987 and 6,605,137 shares issued and outstanding as of December 31, 2015 and September 30, 2016, respectively
1

 
1

Additional paid-in capital
103,114

 
106,305

Accumulated other comprehensive loss
(82
)
 
(179
)
Accumulated deficit
(51,300
)
 
(71,648
)
Total stockholders’ equity
51,733

 
34,479

Total liabilities and stockholders’ equity
$
107,286

 
$
81,358

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

MaxPoint Interactive, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Revenue
$
35,969

 
$
37,418

 
$
99,135

 
$
102,807

Traffic acquisition costs
12,935

 
12,489

 
38,053

 
35,352

Other cost of revenue
4,280

 
5,135

 
10,863

 
14,710

Gross profit
18,754

 
19,794

 
50,219

 
52,745

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
12,883

 
11,182

 
38,521

 
37,736

Research and development
6,127

 
7,083

 
16,206

 
20,671

General and administrative
4,347

 
4,188

 
11,442

 
13,889

Total operating expenses
23,357

 
22,453

 
66,169

 
72,296

Loss from operations
(4,603
)
 
(2,659
)
 
(15,950
)
 
(19,551
)
Other expense (income):
 
 
 
 
 
 
 
Interest expense
190

 
261

 
1,060

 
761

Interest income
—

 
—

 
—

 
(3
)
Amortization and write-off of debt discount
—

 
—

 
1,108

 
—

Amortization and write-off of deferred financing costs
8

 
11

 
189

 
39

Derivative fair value adjustment related to common stock warrants
—

 
—

 
(482
)
 
—

Total other expense
198

 
272

 
1,875

 
797

Loss before income taxes
(4,801
)
 
(2,931
)
 
(17,825
)
 
(20,348
)
Provision for income taxes
—

 
—

 
—

 
—

Net loss
$
(4,801
)
 
$
(2,931
)
 
$
(17,825
)
 
$
(20,348
)
 
 
 
 
 
 
 
 
Net loss per basic and diluted share of common stock
$
(0.74
)
 
$
(0.44
)
 
$
(3.50
)
 
$
(3.09
)
 
 
 
 
 
 
 
 
Weighted-average shares used to compute net loss per basic and diluted share of common stock
6,485,755

 
6,599,233

 
5,089,110

 
6,582,118

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

MaxPoint Interactive, Inc. and Subsidiary
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(in thousands)
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Net loss
$
(4,801
)
 
$
(2,931
)
 
$
(17,825
)
 
$
(20,348
)
Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(22
)
 
(22
)
 
(14
)
 
(97
)
Comprehensive loss
$
(4,823
)
 
$
(2,953
)
 
$
(17,839
)
 
$
(20,445
)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

6

MaxPoint Interactive, Inc. and Subsidiary
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited)
(in thousands, except share data)
 
Common Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 
 
 
 
 
 
Shares
 
Amount
 
 
 
 
Balance—January 1, 2016
6,560,987

 
$
1

 
$
103,114

 
$
(82
)
 
$
(51,300
)
 
$
51,733

Exercise of stock options
29,875

 
—

 
106

 
—

 
—

 
106

Issuance of common stock under employee stock purchase plan
29,493

 
—

 
202

 
—

 
—

 
202

Repurchases of common stock
(15,197
)
 
—

 
(125
)
 
—

 
—

 
(125
)
Extinguishment of fractional shares resulting from reverse stock split
(21
)
 
—

 
—

 
—

 
—

 
—

Stock-based compensation
—

 
—

 
3,008

 
—

 
—

 
3,008

Foreign currency translation adjustments
—

 
—

 
—

 
(97
)
 
—

 
(97
)
Net loss
—

 
—

 
—

 
—

 
(20,348
)
 
(20,348
)
Balance—September 30, 2016
6,605,137

 
$
1

 
$
106,305

 
$
(179
)
 
$
(71,648
)
 
$
34,479

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

7

MaxPoint Interactive, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
 
Nine Months
Ended September 30,
 
2015
 
2016
Cash flows from operating activities:
    
 
    
Net loss
$
(17,825
)
 
$
(20,348
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
4,270

 
7,137

Stock-based compensation expense
2,756

 
2,678

Change in fair value of warrants
(482
)
 
—

Bad debt expense
177

 
324

Loss on disposal of asset
—

 
4

Amortization and write-off of debt discount
1,108

 
—

Amortization and write-off of deferred financing costs
189

 
39

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
6,855

 
7,802

Prepaid expenses and other current assets
(1,038
)
 
(608
)
Security deposits
(41
)
 
(19
)
Accounts payable
(5,611
)
 
(5,150
)
Accrued expenses and other current liabilities
4,653

 
888

Other long-term liabilities
570

 
325

Net cash used in operating activities
(4,419
)
 
(6,928
)
Cash flows from investing activities:
 
 
 
Purchases of property, equipment and software
(6,069
)
 
(1,754
)
Capitalized internal-use software costs
(4,721
)
 
(5,181
)
Changes to restricted cash
563

 
1,861

Net cash used in investing activities
(10,227
)
 
(5,074
)
Cash flows from financing activities:
 
 
 
Proceeds from the issuance of common stock in initial public offering, net of underwriting discounts and commissions
69,518

 
—

Payments of costs related to initial public offering
(2,304
)
 
—

Proceeds from debt
10,225

 
3,400

Repayment of debt
(27,500
)
 
(8,500
)
Proceeds from stock option exercises
684

 
106

Proceeds from issuance of common stock under employee stock purchase plan
—

 
202

Payments for repurchases of common stock
—

 
(125
)
Payments of issuance costs related to debt
(57
)
 
(54
)
Net cash provided by (used in) financing activities
50,566

 
(4,971
)
Effect of exchange rate changes on cash and cash equivalents
(5
)
 
(48
)
Net increase (decrease) in cash and cash equivalents
35,915

 
(17,021
)
Cash and cash equivalents at beginning of period
12,949

 
41,143

Cash and cash equivalents at end of period
$
48,864

 
$
24,122

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

MaxPoint Interactive, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited)
(in thousands) 
 
Nine Months
Ended September 30,
 
2015
 
2016
Supplemental disclosures of other cash flow information:
 

 
 

Cash paid for interest
$
1,245

 
$
805

Supplemental disclosures of non-cash investing and financing activities:
 

 
 

Purchases of property, equipment and software included in accounts payable and accruals
$
2,527

 
$
419

Additions to property, equipment and software from other long-term assets
$
—

 
$
213

Stock-based compensation capitalized in internal-use software costs
$
—

 
$
330

Issuance costs related to debt included in accounts payable and accruals
$
—

 
$
56

Vesting of restricted stock subject to repurchase
$
57

 
$
—

Issuance of lender warrants allocated to debt discount
$
335

 
$
—

Conversion of convertible preferred stock to common stock
$
25,476

 
$
—

Warrant derivative liability reclassified to additional paid-in capital
$
1,132

 
$
—

Liability-based option awards reclassified to additional paid-in capital
$
288

 
$
—

Deferred offering costs reclassified to additional paid-in capital
$
3,782

 
$
—

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

9

MaxPoint Interactive, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business
Organization
MaxPoint Interactive, Inc. (the "Company") was incorporated in September 2006 under the state laws of Delaware. The Company is a provider of a business intelligence and marketing automation solution. The Company’s customers are located in the United States and Europe and consist primarily of enterprises with national brands in the consumer products, retail, automotive, financial services, healthcare, telecommunications and entertainment industries. The Company’s MaxPoint Intelligence Platform predicts the most likely local buyers of a specific product at a particular retail location and then executes cross-channel digital marketing campaigns to reach these buyers on behalf of the Company’s customers. The Company is headquartered in Morrisville, North Carolina and has offices across the United States and one in the United Kingdom.
Reverse Stock Split
On April 25, 2016, the Company amended its amended and restated certificate of incorporation effecting a 1-for-4 reverse stock split of its outstanding shares of capital stock. The reverse stock split did not change the number of authorized shares of capital stock of the Company or cause an adjustment to the par value of the Company's capital stock. As a result of the reverse stock split, the Company was required to adjust the share amounts under its equity incentive plans and common stock warrant agreements with third parties. No fractional shares were issued in connection with the reverse stock split. Stockholders who would have otherwise held a fractional share of capital stock received a cash payment for any fractional share resulting from the split in an amount equal to such fraction multiplied by the closing sales price of the common stock as reported on the New York Stock Exchange on April 25, 2016, the last trading day immediately prior to the split.
 
All disclosures of shares and per share data in the condensed consolidated financial statements and related notes have been adjusted to reflect the reverse stock split for all periods presented.
Stock Exchange Listing Transfer
On May 2, 2016, the Company provided written notice to the New York Stock Exchange of its intention to voluntarily delist its common stock on the New York Stock Exchange and to list its common stock on the Nasdaq Global Market ("Nasdaq"). The common stock was approved for listing on Nasdaq, with its continued trading under the symbol "MXPT." Trading of the Company’s common stock commenced on Nasdaq on May 13, 2016.
Stock Repurchase Program
On March 4, 2016, the Company's board of directors authorized the repurchase of up to $4.0 million of the Company's outstanding shares of common stock. As part of the share repurchase program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The stock repurchase program requires that the Company retire repurchased shares in accordance with Delaware corporate law and that such repurchased shares resume the status of authorized but unissued shares of common stock.
The Company accounts for stock repurchases using the constructive retirement method wherein the aggregate par value of the stock is recorded to common stock and the excess of cost over par value is recorded to additional paid-in capital, subject to its pro rata portion.
For the nine months ended September 30, 2016, the Company repurchased 15,197 shares under this program at a weighted-average price per share of $8.19. The Company did not repurchase any shares under this program during the three months ended September 30, 2016. As of September 30, 2016 the Company had the ability to repurchase up to approximately $3.9 million of common stock under the program.

10

2. Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company believes that its existing cash balances, together with its current revolving line of credit, which was recently amended to, among other things, extend the maturity date to December 31, 2017, will be sufficient to meet its anticipated cash requirements through at least the next 12 months.

The Company has historically incurred losses and negative cash flows from operations and its line of credit requires the Company to comply with certain covenants, as described in Note 4. The Company’s liquidity needs will largely be determined by the success of its products already being marketed and innovations that it is currently working on, including: increasing the share of spending from its existing customers, acquiring new customers, and further penetrating new industries. If these efforts are not successful or the Company does not meet its operating plan or continue its compliance with its debt covenants, it will likely be necessary to do one or more of the following: (a) raise additional capital through equity or debt financings; (b) raise additional capital from other sources; or (c) reduce operating expenditures.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. The Company evaluates its estimates, including those related to its allowance for doubtful accounts, revenue recognition, internal-use software, stock-based compensation, income taxes and related valuation allowances and the fair value of common stock warrants. The Company bases its estimates on its historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Actual results could differ from those estimates.
Unaudited Interim Condensed Consolidated Financial Information
The condensed consolidated financial statements and footnotes have been prepared in accordance with GAAP as contained in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and applicable rules and regulations of the Securities and Exchange Commission’s ("SEC") Rule 10-01 of Regulation S-X for interim financial information. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of financial position, the results of operations, comprehensive loss, changes in stockholders’ equity and cash flows. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results for the full year or the results for any future periods.
The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 ("Form 10-K"). The significant accounting policies and recent accounting pronouncements were described in Note 2 to the consolidated financial statements included in the Form 10-K. There have been no significant changes in or updates to the accounting policies since December 31, 2015.
Restricted Cash
Restricted cash represents cash that is subject to contractual withdrawal restrictions and penalties. Restricted cash is classified within the condensed consolidated balance sheets based on the timing of when the restrictions are expected to lapse. The Company presented restricted cash related to its debt agreement in the condensed consolidated balance sheets based on timing of maturity.

11

On March 8, 2016, the Company amended its Amended New Loan and Security Agreement. The second amendment to the Amended New Loan and Security Agreement changed certain terms and conditions to the Amended New Loan and Security Agreement and Amended New Revolving Line of Credit. This amendment, among other things, removed the $5.0 million minimum cash and availability requirement (defined as cash held at the lender plus the unused credit line availability amount). As such, no amounts were reflected as restricted cash within the condensed consolidated balance sheets as of September 30, 2016. The Company had recorded $1.9 million of restricted cash as of December 31, 2015 based on its availability under the Amended New Loan and Security Agreement of $3.1 million as of that date.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company’s cash and cash equivalent accounts exceed federally insured limits. The Company has not experienced any losses on cash and cash equivalents to date. To manage accounts receivable risk, the Company evaluates and monitors the creditworthiness of its customers.
As of December 31, 2015 and September 30, 2016, the Company did not have any customers or advertising agencies that individually comprised a significant concentration of its accounts receivable.
For the three and nine months ended September 30, 2015 and 2016, the Company did not have any customers that individually comprised a significant concentration of its revenue.
Allowance for Doubtful Accounts
The Company extends credit to its customers without requiring collateral. Accounts receivable are stated at net realizable value. The Company utilizes the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of amounts due. The Company’s estimate is based on historical collection experience and the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from the Company’s estimates. At December 31, 2015 and September 30, 2016, the Company had reserved for $0.1 million and $0.3 million of its accounts receivable balance, respectively.
The following table presents the changes in the allowance for doubtful accounts for the three and nine months ended September 30 (in thousands):
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Allowance for doubtful accounts:
 
 
 
 
 
 
 
Balance, beginning of period
$
159

 
$
315

 
$
179

 
$
102

Add: adjustment for bad debts
177

 
(4
)
 
177

 
324

Less: write-offs, net of recoveries
(13
)
 
(1
)
 
(33
)
 
(116
)
Balance, end of period
$
323

 
$
310

 
$
323

 
$
310

Internal-Use Software Development Costs
The Company capitalizes certain costs associated with software developed for internal use, primarily consisting of direct labor costs associated with creating the software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred); the application development stage (certain costs are capitalized and certain costs are expensed as incurred); and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage primarily include costs of designing, coding and testing the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which the Company expects to benefit from the use of that software. Once the software is placed in service, these capitalized costs are amortized using the straight-line method over the estimated useful life of the software.

12

Internal-use software development costs of $1.6 million and $1.7 million were capitalized during the three months ended September 30, 2015 and 2016, respectively. Internal-use software development costs of $4.7 million and $5.5 million were capitalized during the nine months ended September 30, 2015 and 2016, respectively. Capitalized internal-use software development costs are included in property, equipment and software, net in the condensed consolidated balance sheets.
Amortization expense related to the capitalized internal-use software was $0.6 million and $1.3 million for the three months ended September 30, 2015 and 2016, respectively, and $1.8 million and $3.5 million for the nine months ended September 30, 2015 and 2016, respectively, and is primarily included in other cost of revenue and research and development expense in the condensed consolidated statements of operations. The net book value of capitalized internal-use software was $9.8 million and $11.7 million at December 31, 2015 and September 30, 2016, respectively.
Recently Adopted Accounting Pronouncements
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. This accounting standards update is to simplify the presentation of debt issuance cost. This new guidance requires that debt issuance cost related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the treatment of debt discounts. The accounting standards update does not affect the recognition and measurement guidance for debt issuance costs. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. This accounting standards update states that given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line of credit arrangements, the SEC would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. The Company adopted ASU 2015-03, effective January 1, 2016, on a retrospective basis. The adoption of these pronouncements did not have a material impact on the Company's consolidated results of operations, financial position or cash flows.
Recent Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when each performance obligation is satisfied. More specifically, revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. This guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year. In March 2016, the FASB issued ASU 2016-08, which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, which clarifies the implementation guidance on identifying performance obligations and licensing. In May 2016, the FASB issued ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, which rescinds SEC paragraphs pursuant to SEC staff announcements. These rescissions include changes to topics pertaining to accounting for shipping and handling fees and costs and accounting for consideration given by a vendor to a customer. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which amends certain aspects of the new revenue recognition standard pursuant to ASU 2014-09. ASU 2014-09, as amended by ASU 2015-14, is effective for interim or annual periods beginning after December 15, 2017. Early adoption of the standard is permitted, but not before the original effective date. Companies can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company plans to adopt ASU 2014-09 as of January 1, 2018. The Company is currently in the process of evaluating the impact that the adoption of ASU 2014-09 will have on its consolidated results of operations, financial position and cash flows, and selecting the method of transition to the new standard.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim periods within annual periods beginning after December 15, 2016. Although early adoption was permitted, the Company did not early adopt this standard. The Company is currently evaluating the impact the update will have on its consolidated financial statements and related disclosures.

13

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This accounting standards update simplifies the presentation of deferred income taxes by eliminating the current requirement for an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. ASU 2015-17 requires an entity to classify deferred income tax liabilities and assets, as well as any related valuation allowance, as noncurrent within a classified balance sheet. This accounting standards update becomes effective for interim or annual periods beginning after December 15, 2016, and can be applied retrospectively or prospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated results of operations, financial position and cash flows.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The purpose of this guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance supersedes previous accounting guidance under Topic 840. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for the rights and obligations created by leases for leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. ASU 2016-02 is effective for interim or annual periods beginning after December 15, 2018 and early adoption is permitted. This standard requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company does not expect to early adopt this guidance and is currently evaluating the impact of the adoption of this guidance on its consolidated results of operations, financial position and cash flows.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for interim or annual periods beginning after December 15, 2016 and early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated results of operations, financial position and cash flows.
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This new standard provides guidance related to eight specific cash flow issues, with the objective of reducing diversity in practice of how certain cash receipts and payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for interim or annual periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 must be applied retrospectively, unless it is impracticable to do so, in which case the amendments would be applied prospectively as of the earliest date practicable. The Company does not expect to early adopt this guidance and is currently evaluating the impact of the adoption of this guidance on its consolidated results of operations, financial position and cash flows.
3. Fair Value Measurements
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values due to their short term nature. The Company's debt contains a variable rate of interest as of September 30, 2016 and therefore the carrying value of debt approximates its fair value. The fair value of debt falls within Level 3 of the fair value hierarchy as it is significantly driven by the creditworthiness of the Company, which is an unobservable input.
The fair value of the money market fund measured using level 1 inputs in the fair value hierarchy reflected in cash and cash equivalents in the condensed consolidated balance sheets was $18.6 million as of December 31, 2015. As of September 30, 2016, the Company did not have a balance in this money market fund as all cash balances were maintained in demand deposit accounts.

14

4. Debt
On September 30, 2016, the Company entered into a third amendment to its Amended New Loan and Security Agreement (the "Third Amended New Loan and Security Agreement"). The Third Amended New Loan and Security Agreement changed the following terms and conditions to the Amended New Loan and Security Agreement and Amended New Revolving Line of Credit (the "Third Amended New Revolving Line of Credit") by: (1) extending the maturity date to December 31, 2017; (2) including in the revolving line of credit borrowing base calculation certain eligible unbilled accounts receivable; (3) adjusting the borrowing base calculation to be (a) 85% of eligible accounts receivable, plus (b) the lesser of (i) 75% of eligible unbilled accounts or (ii) $12,250,000; (4) modifying the definition of eligible accounts receivable for the revolving line of credit borrowing base by including up to 25% of certain eligible foreign accounts receivable, including those payable from Canada, Australia, France, Germany, Israel, Italy, Japan and the United Kingdom; (5) providing that all future cash collections from accounts receivable directly reduce the outstanding balance of the revolving credit facility; (6) fixing the applicable interest rate on future outstanding amounts under the revolving line of credit to a rate per annum equal to the prime referenced rate plus 0.5%; (7) reducing certain financial covenants regarding the required monthly minimum adjusted quick ratio, as defined and described below, in addition to removing certain previous ratio thresholds which could have resulted in a range of applicable interest rates; and (8) changing the amounts related to the Company's financial covenants regarding specified quarterly adjusted EBITDA requirements, as defined and described below.
The Third Amended New Revolving Line of Credit allows for potential maximum aggregate advances of $35.0 million. The amount available is: (a) the lesser of (i) the Third Amended New Revolving Line of Credit or (ii) the amount available under the borrowing base, as determined by lender; minus (b) the outstanding principal balance of any advances. All cash collections from accounts receivable directly reduce the outstanding balance of the revolving credit facility.
As of September 30, 2016, the Company had approximately $0.9 million of availability under the line of credit. The effective interest rate for the Third Amended New Revolving Line of Credit was 4.00% as of September 30, 2016. The loan is secured by substantially all of the Company's assets.

Under the terms of the Third Amended New Loan and Security Agreement, the Company is required to meet and maintain certain customary financial and nonfinancial covenants, one of which restricts the Company’s ability to pay any dividends or make any distribution or payment to redeem, retire or purchase any capital stock, subject to certain specified exceptions. The Company must also maintain with the lender all of its primary domestic operating and other deposit and investment accounts consisting of at least 95% of the Company’s total cash and cash equivalents. This agreement also includes customary subjective acceleration clauses; in addition, the Company is required to comply with certain financial covenants, including the following:
Adjusted EBITDA. The Company is required to maintain specified quarterly Adjusted EBITDA, which is defined for this purpose, with respect to any trailing twelve-month period, as an amount equal to the sum of net income, plus (a) interest expense, plus (b) to the extent deducted in the calculation of net income, depreciation expense and amortization expense, plus (c) income tax expense, plus or minus (d) change in deferred revenue, less, (e) capitalized software development expenses, plus (f) any non-cash items such as stock-compensation expense (and other mutually agreed upon non-cash items), plus one-time non-recurring charges subject to the lenders approval. This covenant is tested on a quarterly basis.
Adjusted Quick Ratio. The Company is required to maintain at all times a 1.0 monthly minimum Adjusted Quick Ratio, which is defined as the ratio of cash held at the lender and cash equivalents plus net accounts receivables to current liabilities (including all debt outstanding under the Third Amended New Revolving Line of Credit) minus the current portion of deferred revenue. This covenant is tested on a monthly basis.
There were no modifications to any other significant terms with the Third Amended New Loan and Security Agreement. As of September 30, 2016, the Company was in compliance with all financial and nonfinancial covenants.

15

5. Common Stock Reserved for Issuance
The Company’s shares of common stock reserved for issuance as of December 31, 2015 and September 30, 2016 were as follows:
 
2015
 
2016
Lender warrants to purchase common stock
50,000

 
50,000

Stock options outstanding
1,074,473

 
1,047,078

Unvested restricted stock units
—

 
538,405

Possible future issuance under equity incentive plan
380,460

 
167,624

Possible future issuance under employee stock purchase plan
60,318

 
93,325

Total shares reserved
1,565,251

 
1,896,432

6. Stock-Based Compensation
Equity Incentive Plans
Prior to the closing of the Company's initial public offering on March 11, 2015 ("IPO"), the Company had a stock-based compensation plan, the 2010 Equity Incentive Plan (the "2010 Plan") under which the Company granted options to purchase shares of common stock to employees, directors and consultants.
In January 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (the "2015 Plan"), which was subsequently ratified by its stockholders in February 2015. The 2015 Plan is the successor to and continuation of the 2010 Plan. No additional awards are to be granted under the 2010 Plan, but all stock awards granted under the 2010 Plan remain subject to their existing terms. The 2015 Plan provides for the grant of the following awards: (i) incentive and nonstatutory stock options; (ii) stock appreciation rights; (iii) restricted shares; (iv) stock units; and (v) performance cash awards. As of September 30, 2016, 167,624 shares are available for future grants to employees, non-employee directors, consultants and advisors under the 2015 Plan.
Stock Options
The terms of the stock options, including the exercise price per share and vesting provisions, are determined by the board of directors. Historically, stock options were granted at exercise prices not less than the estimated fair market value of the Company’s common stock at the date of grant based upon numerous objective and subjective factors including: third-party valuations, preferred stock transactions with third-parties, current operating and financial performance, management estimates and future expectations. Subsequent to the completion of the IPO, the fair value of the Company's common stock on the grant date has been equal to the most recent closing price of the Company's stock on the New York Stock Exchange, or beginning May 13, 2016, on the Nasdaq. Stock option grants typically vest upon the expiration of an initial one year cliff and vest monthly thereafter over the remaining thirty-six months assuming continuing service, and expire ten years from the grant date.
Stock-based compensation expense related to stock options is included in the following line items in the condensed consolidated statements of operations for the three and nine months ended September 30 (in thousands):
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015 (1)
 
2016
Other cost of revenue
$
21

 
$
20

 
$
53

 
$
58

Sales and marketing
184

 
182

 
526

 
549

Research and development
303

 
329

 
765

 
1,001

General and administrative
382

 
389

 
1,052

 
1,158

 
$
890

 
$
920

 
$
2,396

 
$
2,766

 

16

(1)
Stock-based compensation expense included a favorable $0.2 million fair value adjustment related to stock option liability awards prior to reclassification to additional paid-in capital during the nine months ended September 30, 2015.
The Company accounts for stock options granted to employees based on their estimated fair values on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. The Company uses the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. The Company assumes no dividend yield, which is consistent with the Company’s history of not paying dividends. The stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures.
The following table summarizes the assumptions used for estimating the fair value of stock options granted to employees for the three and nine months ended September 30:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Risk-free interest rate
1.57% - 1.76%
 
1.16% - 1.33%
 
1.57% - 1.87%
 
1.16% - 1.53%
Expected term (years)
6.08
 
6.08
 
6.03 - 6.08
 
6.08
Expected volatility
58% - 59%
 
46%
 
53% - 59%
 
46% - 47%
Dividend yield
—%
 
—%
 
—%
 
—%
The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2016:
 
Number of
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic Value
 
 
 
 
 
(in years)
 
(in thousands)
Outstanding balance at January 1, 2016
1,074,473

 
$
30.69

 
8.39
 
$
500

Granted
115,360

 
8.55

 
 
 
 
Exercised
(29,875
)
 
3.54

 
 
 
 
Cancelled
(112,880
)
 
31.39

 
 
 
 
Outstanding balance at September 30, 2016
1,047,078

 
$
28.95

 
7.86
 
$
739

Exercisable at September 30, 2016
541,156

 
$
30.27

 
7.07
 
$
597

Vested and expected to vest at September 30, 2016
999,304

 
$
29.36

 
7.81
 
$
720

The weighted-average grant date fair value for the Company’s stock options granted was $10.80 and $4.25 per share during the three months ended September 30, 2015 and 2016, respectively. The weighted-average grant date fair value for the Company’s stock options granted was $13.32 and $3.92 per share during the nine months ended September 30, 2015 and 2016, respectively. The total compensation cost related to unvested stock options not yet recognized as of September 30, 2016 was $6.6 million and will be recognized over a weighted-average period of approximately 1.13 years. The aggregate intrinsic value of stock options exercised during the three and nine months ended September 30, 2015 was $0.1 million and $3.6 million, respectively. The aggregate intrinsic value of stock options exercised during the three and nine months ended September 30, 2016 was $0.1 million and $0.2 million, respectively. There was no associated income tax benefit recognized for the three and nine months ended September 30, 2015 and 2016 based on the Company’s valuation allowance that is recorded against its net deferred tax assets.

17

Restricted Stock Units
The terms of the restricted stock units ("RSUs"), including the vesting provisions, are determined by the board of directors. Each restricted stock unit represents the contingent right to receive one share of common stock of the Company. The RSUs granted typically vest over a two-year term upon the expiration of an initial six months cliff period and vest quarterly thereafter assuming continuing service.
The Company accounts for RSUs granted to employees based on their estimated fair values on the date of grant. The fair value of RSUs is estimated based on the closing price of the underlying common stock on the date of grant. Stock-based compensation expense related to the RSUs is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures.
The Company initially granted RSUs during the three and nine months ended September 30, 2016. Stock-based compensation expense related to RSUs is included in the following line items in the condensed consolidated statements of operations for the three and nine months ended September 30 (in thousands):
 
Three Months Ended
September 30, 2016
 
Nine Months Ended
September 30, 2016
Other cost of revenue
$
3

 
$
3

Sales and marketing
10

 
10

Research and development
30

 
30

General and administrative
17

 
17

 
$
60

 
$
60

The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2016:
 
Number of
Awards
 
Weighted-
Average
Grant Date Fair Value
Nonvested balance at January 1, 2016
—

 
$
—

Granted
540,420

 
8.87

Vested
—

 
—

Forfeited
(2,015
)
 
8.87

Nonvested balance at September 30, 2016
538,405

 
$
8.87

The total compensation cost related to nonvested RSUs not yet recognized as of September 30, 2016 was $4.7 million and will be recognized over a weighted-average period of approximately 1.13 years.
Employee Stock Purchase Plan
In January 2015, the Company’s board of directors adopted the 2015 Employee Stock Purchase Plan (the "2015 ESPP"), which was subsequently ratified by its stockholders in February 2015.
The 2015 ESPP allows eligible employees to purchase shares of common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to limitations set forth in the 2015 ESPP. Unless otherwise determined by the compensation committee, two offering periods of six months’ duration will begin each year on May 1 and November 1. Due to the timing of the Company's IPO, the first offering period started on March 5, 2015 and ended on October 30, 2015. At the end of each offering period, employees are able to purchase shares at the lower of 85% of the fair market value of the common stock on the first day of an offering period or on the purchase date.

18

The Company has accumulated employee withholdings of $0.4 million as of September 30, 2016 associated with the next purchase date. Stock-based compensation expense related to the 2015 ESPP is included in the following line items in the condensed consolidated statements of operations for the three and nine months ended September 30 (in thousands):
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Other cost of revenue
$
9

 
$
—

 
$
15

 
$
4

Sales and marketing
51

 
10

 
130

 
51

Research and development
80

 
19

 
165

 
105

General and administrative
20

 
5

 
50

 
22

 
$
160

 
$
34

 
$
360

 
$
182

The Company accounts for shares to be issued under its employee stock purchase plan based on the fair value of the shares determined using the Black-Scholes option pricing model on the first day of the offering period. The fair value of the "look back" option for 2015 ESPP shares issued during the offering period is estimated using: (1) a 15% discount on the purchase of the stock; (2) 85% of the fair value of the call option; and (3) 15% of the fair value of the put option. Stock-based compensation expense related to the employee stock purchase plan is recognized on a straight-line basis over the offering period, net of estimated forfeitures.
The following table summarizes the assumptions used in the Black-Scholes option pricing model for estimating the fair value of employee stock purchase rights under the 2015 ESPP for the three and nine months ended September 30, 2016:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Risk-free interest rate
0.10%
 
0.41%
 
0.10%
 
0.27% - 0.41%
Expected term (years)
0.59
 
0.50
 
0.59
 
0.50
Expected volatility
61%
 
43%
 
61%
 
43% - 55%
Dividend yield
—%
 
—%
 
—%
 
—%
As of September 30, 2016, the total unrecognized stock-based compensation cost related to the 2015 ESPP was $0.01 million and will be recognized over a period of approximately 0.1 years.
7. Commitments and Contingencies
Litigation
The Company is subject to various legal matters and claims in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, including the matters noted below, in the opinion of management, there are currently no such known matters that will have a material effect on the financial condition, results of operations or cash flows of the Company.
The Company, certain of its officers and directors, and certain investment banking firms who acted as underwriters in connection with the Company’s IPO, have been named as defendants in a putative class action lawsuit filed August 31, 2015 in the United States District Court for the Southern District of New York. The complaint alleges that the defendants violated Sections 11, 12 and 15 of the Securities Act by not including information regarding customer concentration, which the complaint characterizes as a known trend and/or significant factor required to be disclosed under federal securities regulations. The complaint seeks unspecified damages, interest and other costs.

19

The Court appointed a Lead Plaintiff on November 18, 2015, and on January 19, 2016 the Lead Plaintiff filed a First Amended Complaint that repeats the same substantive allegations included in the initial complaint and continues to seek unspecified damages. On March 24, 2016, the Company filed a motion to dismiss the First Amended Complaint. The Lead Plaintiff filed an opposition to that motion on May 9, 2016, and the Company filed a reply brief on June 8, 2016. A hearing date for the Company’s motion to dismiss has not yet been set, however, the Court may rule on the motion without hearing oral arguments.
The Company disputes these claims and is defending this matter vigorously, and is unable to estimate the amount of a potential loss or range of potential loss, if any. Legal fees are expensed in the period in which they are incurred.
Purchase Commitments
The Company has $3.3 million of non-cancelable contractual commitments as of September 30, 2016, primarily related to purchases of data, third-party data centers and other support services. Of these commitments, $3.0 million and $0.3 million are due within the next year and within the next two years, respectively.
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. Under certain circumstances, the Company’s indemnification obligations may include the cost of advancing legal expenses and indemnifying its officers, directors and underwriters for costs arising out of the litigation described above under "Commitments and Contingencies—Litigation," to the extent such costs are not covered by the Company’s directors’ and officers’ liability insurance. There are no claims that the Company is aware of that could have a material effect on the Company’s financial position, results of operations or cash flows.
8. Earnings Per Share
The Company calculates net loss per basic share by dividing net loss by the weighted-average number of shares outstanding during the reporting period. The Company calculates net loss per diluted share by dividing net loss by the weighted-average number of shares outstanding during the reporting period plus the effects of any dilutive common stock-based instruments. Due to the net losses for the three and nine months ended September 30, 2015 and 2016, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.
The following securities have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the three and nine months ended September 30:  
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
Lender warrants to purchase common stock
50,000

 
50,000

 
50,000

 
50,000

2015 ESPP
43,433

 
32,029

 
43,433

 
32,029

Restricted stock units
—

 
538,405

 
—

 
538,405

Stock options
1,052,425

 
1,047,078

 
1,052,425

 
1,047,078

 
9. Related Party
On August 15, 2015, the Company entered into an advisor agreement with Kevin Dulsky, a non-employee board member. Mr. Dulsky agreed to consult with and advise the Company from time to time, at the Company’s request, on business development and strategic planning matters. Mr. Dulsky was paid an hourly fee for his services provided, in addition to reimbursement for reasonable expenses. The agreement allowed Mr. Dulsky or the Company to terminate the advisor relationship at any time by giving the other party fifteen days’ notice. As of December 31, 2015, this advisor agreement had been terminated.


20

For the three and nine months ended September 30, 2015, the Company incurred $0.02 million of expense related to this agreement that is classified in general and administrative expenses within the condensed consolidated statement of operations. As of December 31, 2015, there were no amounts due to Mr. Dulsky under this agreement.

21

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview
We are a marketing technology company that generates hyperlocal intelligence to optimize brand and retail performance. We provide a platform for brands to connect the digital world with the physical world through hyperlocal execution, measurement and consumer insights. We offer a leading business intelligence and marketing automation software service, which we refer to as our solution, that enables national brands to drive local, in-store sales. National brands use our MaxPoint Intelligence Platform to predict the most likely local buyers of a specific product at a particular retail location and then execute cross-channel digital marketing campaigns to reach these buyers. The foundation for our local targeting is our proprietary Digital Zip architecture, a digital grid of households organized into specific neighborhoods, or Digital Zips, which can be as small as a couple of city blocks. We have approximately 44,000, 39,000 and 5,300 Digital Zips in the United States, Europe and Canada, respectively. Through a combination of our proprietary and third-party data, we create a profile for each Digital Zip based on shared demographic and financial traits, such as family size, income level, education, age and historical purchasing behavior. Business intelligence is at the core of our solution, which leverages high-velocity data processing and proprietary statistical models to continuously analyze up to 70 billion daily data attributes to delineate consumers’ real-time purchase intent. By identifying and reaching only the most likely local buyers with digital customized product offers for local stores, national brands can more efficiently and effectively run local marketing campaigns, thereby increasing in-store sales and reducing wasted marketing spend associated with traditional approaches. We provide a technology-driven alternative to traditional local marketing methods for national brands across a number of industries where transactions take place predominantly offline, such as consumer products, retail, automotive, financial services, healthcare, telecommunications and entertainment.
 
We operate in one segment and generate revenue by delivering local, targeted digital marketing campaigns for customers through various channels, including display, mobile and video. We define "local," with respect to both retail locations and buyers or consumers, as the close proximity of a targeted consumer to a targeted retail location, typically within a specific Digital Zip. Historically, our revenue has predominantly come from display advertising because it was the first to be made available for programmatic purchasing through real-time bidding, or RTB, exchanges. The digital advertising industry is rapidly adopting programmatic purchasing for display, mobile and video advertising and accelerating the amount and variety of digital media inventory available through RTB exchanges. As we continue to expand in the mobile, social and video channels, we must continue to utilize our platform to effectively provide targeted campaigns in an efficient manner through a combination of pricing with our customers and by managing the costs associated with RTB exchanges. Any significant shift in the mix of channels used to provide our marketing automation software solution to our customers could have a favorable or unfavorable impact on our operating results and financial condition.
The MaxPoint Intelligence Platform is a cloud-based software service that enables us to predict local demand for national brands based on consumers' purchase power and intent and manage customized digital advertisements containing in-store offers and promotions to reach consumers at a local level across display, mobile and video channels. Through marketing automation and direct integrations with RTB exchanges, our platform delivers customized digital advertisements containing product and store specific promotions to local consumers across display, mobile and video channels. National brands can then measure the offline sales impact of those digital marketing campaigns to optimize future campaigns and budgets and manage in-store supply levels. Our customers typically pay us on a cost per thousand impressions, or CPM, model based on the number of impressions we deliver through our platform for each marketing campaign.
Our diverse customer base consists primarily of enterprises with national brands in the consumer products, retail, automotive, financial services, healthcare, telecommunications and entertainment industries. We sell our solution either directly to our customers or through advertising agencies that act on behalf of our customers. We have worked with each of the top 20 leading national advertisers and each of the top 10 advertising agencies in the United States as ranked in 2016 by Advertising Age. As of September 30, 2016, we had 766 enterprise customers as described in "Non-GAAP Financial Measures and Operating Performance Metrics." Our customer agreements typically have terms of less than three months and are cancelable at any time, and we recognize revenue as we deliver advertising impressions, subject to satisfying all other revenue recognition criteria.

22

Since our inception in 2006, we have focused on developing our solutions to address the challenges that national brands experience with local marketing. During our early years, we focused largely on product development, which resulted in the introduction of our MaxPoint Intelligence Platform in 2011 as a service primarily run by us on behalf of our customers. Since 2013, our customers have also had the ability to directly interface with the MaxPoint Intelligence Platform software service. We have grown our revenue from $36.0 million for the three months ended September 30, 2015 to $37.4 million for the three months ended September 30, 2016. Our revenue increased from $99.1 million for the nine months ended September 30, 2015 to $102.8 million for the nine months ended September 30, 2016. To date, substantially all of our revenue has come from sales in the United States.
Our goal is to be the leading strategic partner assisting national brands in driving local, in-store sales and to deliver better informed marketing for our customers by combining our proprietary technology and data with each customer's enterprise data. The core elements of our growth strategy include increasing our share of existing customer spend, acquiring new customers, further penetrating new industries, continuing to innovate and invest in our technology and expanding internationally. To accomplish our goal, we plan to invest for long-term growth. While these investments will likely reduce our profitability in the near term, we believe they will contribute to our long-term growth. Depending upon the success and timing of our growth strategy, we may need to raise additional capital through equity or debt financings, raise additional capital from other sources, or reduce operating expenditures.
We face a variety of challenges and risks, which we will need to address and manage as we pursue our growth strategy. In particular, if we are to remain competitive, we will need to continue to innovate in the face of a rapidly changing advertising landscape and need to effectively manage our growth. Our senior management continuously focuses on these and other challenges, and we believe that our culture of innovation and our history of expansive growth will contribute to the success of our business. We cannot, however, assure you that we will be successful in addressing and managing the many challenges and risks that we face.
Key Factors Affecting Our Performance
Increasing Share of Spend from Existing Customers
While we have a significant customer base, we believe we must retain and capture an increasing share of our existing customers’ marketing budgets in order for additional market penetration, growth and future revenue. We intend to expand our footprint with our existing advertiser customers by working with a larger number of their national brands and by growing the number of geographies, regions and individual stores for which they use our software solution. We also plan to invest in our sales organization to deepen and strengthen our relationships with existing customers. 
Acquiring New Customers
Our growth in our customer base is also an important element of our growth strategy. Our goal is to attract new customers by growing market awareness of our solution. We believe that we are well positioned for future growth and that we have an opportunity to continue expanding our customer base in the coming years, and we plan to invest in our sales organization in order to reach these potential customers.
Further Penetrating New Industries
Historically, we have focused primarily on serving national brands in three industries: consumer products, retail and automotive. We have also expanded into four other industries: financial services, healthcare, telecommunications and entertainment. Our plan is to continue to penetrate these industries and pursue opportunities in additional industries.

23

Continuing to Innovate and Invest in our Technology
Our technology is a key factor affecting our performance. We plan to continue to make investments in our technology and research and development to enhance the effectiveness of our solution in an effort to deliver increasing value to our customers. In addition to improving our data processing, business intelligence and marketing execution technologies, we intend to enhance ways that our customers can access and utilize our solution and extract greater intelligence from the data we aggregate and generate. One such innovation has been our ability to purchase non-display advertisements through our platform on behalf of our customers, which was introduced in the fourth quarter of 2012. Revenue from non-display advertisements has grown rapidly from approximately 34% of revenue, or $12.3 million, in the third quarter of 2015, to approximately 51% of revenue, or $19.0 million in the third quarter of 2016. Revenue from mobile advertising on phones and tablets has grown rapidly from approximately 28% of revenue, or $10.0 million, in the third quarter of 2015, to approximately 47% of revenue, or $17.5 million in the third quarter of 2016.
Our continued development in technology is a key factor affecting our growth potential. In addition to improving our data processing, business intelligence and marketing execution technologies, we intend to expand the ways that our customers can utilize our solution to extract greater intelligence from the data we aggregate and generate. Some of our most recent research and development activities relate to:
•
Foot traffic measurement.  Our location-based technology uses mobile activity, combined with offline store visits to measure success in terms of foot traffic of consumers for national brands.

•
Trade promotion measurement.  Our service provides store level sales lift measurement and neighborhood audience insights for in-store trade promotions. In-store trade promotion activities include in-store displays, endcaps and other promotional activities.
•
Customer Catalyst. Our enhanced service offering linking permission-based customer relationship marketing data to specific household devices.
•
PathPoint. Our wireless activity-sensing device offering which gathers privacy-friendly data on shoppers’ in-store activity.
While these recent research and development activities are still in various phases of design, testing and implementation, we believe our investment in potential new product offerings demonstrates our rapid pace of innovation in order to deliver increasing value to our customers.
Expanding Internationally
Historically, we have focused our efforts on developing our solution for the U.S. market. We believe that our technology and solution can be adapted to other countries where national brands face similar challenges with local marketing. We have established a presence in Europe and will continue to explore additional international expansion opportunities.
Seasonality
In the advertising industry, companies commonly experience seasonal fluctuations in revenue. For example, many advertisers allocate the largest portion of their budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. Historically, the fourth quarter of the year reflects our highest level of advertising activity, and the first quarter reflects the lowest level of such activity. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. Our historical results in past years or periods are not necessarily indicative of the results to be expected in the future.

24

Components of Our Results of Operations
Revenue
We generate revenue by delivering targeted digital marketing campaigns for customers through various channels, including display, mobile and video. Our revenue arrangements are evidenced by a fully executed insertion order, or IO. Our IOs typically have a term of less than three months and are cancelable at any time. We recognize revenue as we deliver advertising impressions, subject to satisfying all other revenue recognition criteria. We generally price our marketing campaigns on a CPM model based on the number of impressions delivered for each marketing campaign, and we do not typically receive upfront payments from our customers. We contract with customers either directly or through advertising agencies that act on behalf of our customers. When we contract with an advertising agency, it acts as an agent for a disclosed principal, which is our customer. Our agreements also provide that if the customer fails to pay the advertising agency, the advertising agency is not liable to us and we must seek payment solely from the customer.
Traffic Acquisition Costs
Traffic acquisition costs consists of media costs for advertising impressions we purchase from RTB exchanges, which are expensed as incurred. We purchase impressions directly from these exchanges and typically pay them monthly for actual advertising impressions acquired. Historically, we have not committed to purchasing a defined volume of impressions from any of these exchanges. We anticipate our traffic acquisition costs will increase as our revenue increases. However, our traffic acquisition costs will fluctuate on a quarterly basis due to the seasonality of our business, our experimentation with and refinement of our real-time bidding platform, competition for impressions on RTB exchanges, the type of media inventory we are purchasing and the types of campaigns we are implementing for our customers.
Other Cost of Revenue
Other cost of revenue primarily consists of third-party data centers and advertisement-serving costs, depreciation of data center equipment, amortization of capitalized internal-use software cost for revenue-producing technologies, purchases of third-party data for specific marketing campaigns and salaries and personnel-related costs of our employees dedicated to executing our marketing campaigns. The number of employees dedicated to executing our marketing campaigns decreased from 21 at September 30, 2015 to 18 at September 30, 2016. We expect other cost of revenue to increase in the near term as we continue the delivery of a greater number of impressions, including additional costs associated with third-party data purchases; however we expect to leverage these costs over time as we gain scale.
Operating Expenses
Operating expenses consist of sales and marketing, research and development and general and administrative expenses. Salaries and personnel-related costs are the most significant component of each of these expense categories. The number of employees related to these expense categories decreased from 389 at September 30, 2015 to 362 at September 30, 2016.
Sales and marketing expense.  Sales and marketing expense consists primarily of salaries and personnel-related costs for our sales and marketing and customer support employees, including benefits, bonuses, stock-based compensation expense and commissions. We record expense for commissions over the term of the associated marketing campaign. Additional expenses include marketing, advertising and promotional event programs, corporate communications, travel and allocated overhead costs. Overhead costs include general corporate expenses such as depreciation, rent, utilities, supplies and services that are ratably allocated to sales and marketing expense based on headcount for the periods presented. Fluctuations in allocated overhead costs are attributable to changes in general corporate expenses subject to allocation. The number of employees in our sales and marketing functions decreased from 192 at September 30, 2015 to 187 at September 30, 2016. We expect to further leverage sales and marketing expense, although on a more moderate basis in the future, based on prior year investments.

25

Research and development expense.  Research and development expense consists primarily of salaries and personnel-related costs for our engineering and research and development employees, including benefits, bonuses and stock-based compensation expense. Additional expenses include costs related to the development, quality assurance and testing of new technology and enhancement of our existing platform technology, third-party data costs purchased for the development and enhancement of our technology platform, consulting and allocated overhead costs. Overhead costs include general corporate expenses such as depreciation, rent, utilities, supplies and services that are ratably allocated to research and development expense based on headcount for the periods presented. Fluctuations in allocated overhead costs are attributable to changes in general corporate expenses subject to allocation. The number of employees in research and development functions decreased from 152 at September 30, 2015 to 130 at September 30, 2016. We believe we have made the appropriate level of research and development investments to operate our platform and expect to continue to enhance its functionality.
General and administrative expense.  General and administrative expense consists primarily of salaries and personnel-related costs for administrative, finance and accounting, information systems, legal and human resource employees, including benefits, bonuses and stock-based compensation expense. Additional expenses include consulting and professional fees, insurance, legal, other corporate expenses and travel. These expenses also include costs associated with the compliance with regulations governing public companies, directors’ and officers’ liability insurance, increased professional services and our investor relations function. The number of employees in general and administrative functions remained consistent at 45 at September 30, 2015 and 2016, and we believe we have the personnel in place to support our operations. We expect our general and administrative expenses to fluctuate as a result of operating as a public company.
Other Expense (Income)
Other expense (income) consists of interest expense, interest income, amortization and write-off of debt discount, amortization and write-off of deferred financing costs and the fair value adjustment related to common stock warrants. Interest expense, amortization of debt discount and deferred financing costs relate to outstanding borrowings under our credit facilities. The change in fair value of common stock warrants relates to the mark-to-market adjustment of common stock warrants granted to our lender.
Provision for Income Taxes
Provision for income taxes consists of U.S. federal, state and foreign income taxes. We incurred no income tax expense for the three and nine months ended September 30, 2015 and 2016.

26

Results of Operations
The following table sets forth selected condensed consolidated statements of operations data for each of the periods indicated.
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(in thousands)
Revenue
$
35,969

 
$
37,418

 
$
99,135

 
$
102,807

Traffic acquisition costs
12,935

 
12,489

 
38,053

 
35,352

Other cost of revenue
4,280

 
5,135

 
10,863

 
14,710

Gross profit
18,754

 
19,794

 
50,219

 
52,745

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
12,883

 
11,182

 
38,521

 
37,736

Research and development
6,127

 
7,083

 
16,206

 
20,671

General and administrative
4,347

 
4,188

 
11,442

 
13,889

Total operating expenses
23,357

 
22,453

 
66,169

 
72,296

Loss from operations
(4,603
)
 
(2,659
)
 
(15,950
)
 
(19,551
)
Other expense (income):
 
 
 
 
 
 
 
Interest expense
190

 
261

 
1,060

 
761

Interest income
—

 
—

 
—

 
(3
)
Amortization and write-off of debt discount
—

 
—

 
1,108

 
—

Amortization and write-off of deferred financing costs
8

 
11

 
189

 
39

Derivative fair value adjustment related to common stock warrants
—

 
—

 
(482
)
 
—

Total other expense
198

 
272

 
1,875

 
797

Loss before income taxes
(4,801
)
 
(2,931
)
 
(17,825
)
 
(20,348
)
Provision for income taxes
—

 
—

 
—

 
—

Net loss
$
(4,801
)
 
$
(2,931
)
 
$
(17,825
)
 
$
(20,348
)

27

The following table sets forth our condensed consolidated statements of operations data as a percentage of revenue for each of the periods indicated.
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(as a percentage of revenue)
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Traffic acquisition costs
36.0
 %
 
33.4
 %
 
38.4
 %
 
34.4
 %
Other cost of revenue
11.9
 %
 
13.7
 %
 
11.0
 %
 
14.3
 %
Gross profit
52.1
 %
 
52.9
 %
 
50.7
 %
 
51.3
 %
Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
35.8
 %
 
29.9
 %
 
38.9
 %
 
36.7
 %
Research and development
17.0
 %
 
18.9
 %
 
16.3
 %
 
20.1
 %
General and administrative
12.1
 %
 
11.2
 %
 
11.5
 %
 
13.5
 %
Total operating expenses
64.9
 %
 
60.0
 %
 
66.7
 %
 
70.3
 %
Loss from operations
(12.8
)%
 
(7.1
)%
 
(16.1
)%
 
(19.0
)%
Other expense (income):
 
 
 
 
 
 
 
Interest expense
0.5
 %
 
0.7
 %
 
1.1
 %
 
0.7
 %
Interest income
—
 %
 
—
 %
 
—
 %
 
—
 %
Amortization and write-off of debt discount
—
 %
 
—
 %
 
1.1
 %
 
—
 %
Amortization and write-off of deferred financing costs
—
 %
 
—
 %
 
0.2
 %
 
—
 %
Derivative fair value adjustment related to common stock warrants
—
 %
 
—
 %
 
(0.5
)%
 
—
 %
Total other expense
0.6
 %
 
0.7
 %
 
1.9
 %
 
0.8
 %
Loss before income taxes
(13.3
)%
 
(7.8
)%
 
(18.0
)%
 
(19.8
)%
Provision for income taxes
—
 %
 
—
 %
 
—
 %
 
—
 %
Net loss
(13.3
)%
 
(7.8
)%
 
(18.0
)%
 
(19.8
)%


28

Comparison of Three Months Ended September 30, 2015 and 2016
 
Three Months Ended September 30,
 
 
 
 
 
2015
 
2016
 
 
 
 
 
 
 
Percentage of
Revenue
 
 
 
Percentage of
Revenue
 
Period-to-Period Change 
 
Amount
 
 
Amount
 
 
Amount
 
Percentage
 
(in thousands, except percentages)
Revenue
$
35,969

 
100.0
 %
 
$
37,418

 
100.0
 %
 
$
1,449

 
4.0
 %
Traffic acquisition costs
12,935

 
36.0
 %
 
12,489

 
33.4
 %
 
(446
)
 
(3.4
)%
Other cost of revenue
4,280

 
11.9
 %
 
5,135

 
13.7
 %
 
855

 
20.0
 %
Gross profit
18,754

 
52.1
 %
 
19,794

 
52.9
 %
 
1,040

 
5.5
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
12,883

 
35.8
 %
 
11,182

 
29.9
 %
 
(1,701
)
 
(13.2
)%
Research and development
6,127

 
17.0
 %
 
7,083

 
18.9
 %
 
956

 
15.6
 %
General and administrative
4,347

 
12.1
 %
 
4,188

 
11.2
 %
 
(159
)
 
(3.7
)%
Total operating expenses
23,357

 
64.9
 %
 
22,453

 
60.0
 %
 
(904
)
 
(3.9
)%
Loss from operations
(4,603
)
 
(12.8
)%
 
(2,659
)
 
(7.1
)%
 
1,944

 
(42.2
)%
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
190

 
0.5
 %
 
261

 
0.7
 %
 
71

 
37.4
 %
Amortization and write-off of deferred financing costs
8

 
—
 %
 
11

 
—
 %
 
3

 
37.5
 %
Total other expense
198

 
0.6
 %
 
272

 
0.7
 %
 
74

 
37.4
 %
Loss before income taxes
(4,801
)
 
(13.3
)%
 
(2,931
)
 
(7.8
)%
 
1,870

 
(39.0
)%
Provision for income taxes
—

 
—
 %
 
—

 
—
 %
 
—

 
—
 %
Net loss
$
(4,801
)
 
(13.3
)%
 
$
(2,931
)
 
(7.8
)%
 
$
1,870

 
(39.0
)%
 
Revenue.  Revenue increased by $1.4 million, or 4.0%, from $36.0 million for the three months ended September 30, 2015 to $37.4 million for the three months ended September 30, 2016. This growth was primarily attributable to an increase in the number of enterprise customers during the three months ended September 30, 2016 compared to the three months ended September 30, 2015. The number of enterprise customers increased 14.3% from 670 as of September 30, 2015 to 766 as of September 30, 2016. This increase was partially offset by a decrease in our revenue per enterprise customer of 9.8% for the three months ended September 30, 2016, as compared to the three months ended September 30, 2015, due to a combination of both reduced average spending by historical enterprise customers and the dilutive effect of new enterprise customers, who typically start with lower levels of initial spend prior to increasing their engagement with us.
Traffic acquisition costs.  Traffic acquisition costs decreased by $0.4 million, or 3.4%, from $12.9 million for the three months ended September 30, 2015 to $12.5 million for the three months ended September 30, 2016. As a percentage of revenue, traffic acquisition costs decreased from 36.0% for the three months ended September 30, 2015 to 33.4% for the three months ended September 30, 2016. This decrease in traffic acquisition costs was primarily attributable to improvements to our proprietary bidding technologies.
Other cost of revenue.  Other cost of revenue increased by $0.9 million, or 20.0%, from $4.3 million for the three months ended September 30, 2015 to $5.1 million for the three months ended September 30, 2016. The increase in other cost of revenue was primarily attributable to a $0.7 million increase in expenses related to amortization of internal-use software and depreciation. We also experienced a $0.2 million increase in salaries and personnel-related costs associated with the allocation of employee activities related to the execution of our marketing campaigns, partially offset by a reduction in personnel-related costs based on changes in headcount. The number of full-time employees dedicated to executing our marketing campaigns decreased from 21 at September 30, 2015 to 18 at September 30, 2016. As a percentage of revenue, other cost of revenue increased from 11.9% for the three months ended September 30, 2015 to 13.7% for the three months ended September 30, 2016.

29

Sales and marketing.  Sales and marketing expense decreased by $1.7 million, or 13.2%, from $12.9 million, or 35.8% of revenue, for the three months ended September 30, 2015, to $11.2 million, or 29.9% of revenue, for the three months ended September 30, 2016. The decrease in sales and marketing expense was primarily attributable to a $1.0 million decrease in salaries and personnel-related costs, primarily related to a $0.6 million decrease in commissions. The number of full-time sales and marketing employees decreased from 192 at September 30, 2015 to 187 at September 30, 2016. In addition, we experienced a decrease in marketing, advertising and promotional events of $0.6 million and a decrease in travel costs of $0.3 million. These decreases were partially offset by a $0.2 million increase in allocated overhead costs.
Research and development.  Research and development expense increased by $1.0 million, or 15.6%, from $6.1 million, or 17.0% of revenue, for the three months ended September 30, 2015, to $7.1 million, or 18.9% of revenue, for the three months ended September 30, 2016. The increase in research and development expense was primarily attributable to an increase in purchases of third-party data of $0.5 million, an increase in allocated overhead of $0.3 million, a $0.2 million increase related to non-capitalizable technology related costs to support our research and development and a $0.1 million increase in consulting. These increases were partially offset by a $0.2 million decrease in salaries and personnel-related costs. The number of full-time research and development employees decreased from 152 at September 30, 2015 to 130 at September 30, 2016.
General and administrative.  General and administrative expense decreased by $0.2 million, or 3.7%, from $4.3 million, or 12.1% of revenue, for the three months ended September 30, 2015, to $4.2 million, or 11.2% of revenue, for the three months ended September 30, 2016. The decrease in general and administrative expense was primarily attributable to a $0.2 million decrease in salaries and personnel-related costs. The number of full-time general and administrative employees remained consistent at 45 at September 30, 2015 and 2016. In addition, we experienced a $0.2 million decrease in bad debt expense. These decreases were partially offset by an approximate $0.2 million increase in other corporate administration costs and an approximate $0.2 million increase in consulting and professional fees related to being a public company.
Interest expense.  Interest expense increased by $0.1 million, or 37.4%, from the three months ended September 30, 2015 compared to the three months ended September 30, 2016. The increase in interest expense was primarily due to the differences in the outstanding principal balance for the periods and the effective interest rate on the line of credit.

30

Comparison of Nine Months Ended September 30, 2015 and 2016
 
Nine Months Ended September 30,
 
 
 
 
 
2015
 
2016
 
 
 
 
 
 
 
Percentage of
Revenue
 
 
 
Percentage of
Revenue
 
Period-to-Period Change 
 
Amount
 
 
Amount
 
 
Amount
 
Percentage
 
(in thousands, except percentages)
Revenue
$
99,135

 
100.0
 %
 
$
102,807

 
100.0
 %
 
$
3,672

 
3.7
 %
Traffic acquisition costs
38,053

 
38.4
 %
 
35,352

 
34.4
 %
 
(2,701
)
 
(7.1
)%
Other cost of revenue
10,863

 
11.0
 %
 
14,710

 
14.3
 %
 
3,847

 
35.4
 %
Gross profit
50,219

 
50.7
 %
 
52,745

 
51.3
 %
 
2,526

 
5.0
 %
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
38,521

 
38.9
 %
 
37,736

 
36.7
 %
 
(785
)
 
(2.0
)%
Research and development
16,206

 
16.3
 %
 
20,671

 
20.1
 %
 
4,465

 
27.6
 %
General and administrative
11,442

 
11.5
 %
 
13,889

 
13.5
 %
 
2,447

 
21.4
 %
Total operating expenses
66,169

 
66.7
 %
 
72,296

 
70.3
 %
 
6,127

 
9.3
 %
Loss from operations
(15,950
)
 
(16.1
)%
 
(19,551
)
 
(19.0
)%
 
(3,601
)
 
22.6
 %
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
1,060

 
1.1
 %
 
761

 
0.7
 %
 
(299
)
 
(28.2
)%
Interest income
—

 
—
 %
 
(3
)
 
—
 %
 
(3
)
 
*

Amortization and write-off of debt discount
1,108

 
1.1
 %
 
—

 
—
 %
 
(1,108
)
 
(100.0
)%
Amortization and write-off of deferred financing costs
189

 
0.2
 %
 
39

 
—
 %
 
(150
)
 
(79.4
)%
Derivative fair value adjustment related to common stock warrants
(482
)
 
(0.5
)%
 
—

 
—
 %
 
482

 
(100.0
)%
Total other expense
1,875

 
1.9
 %
 
797

 
0.8
 %
 
(1,078
)
 
(57.5
)%
Loss before income taxes
(17,825
)
 
(18.0
)%
 
(20,348
)
 
(19.8
)%
 
(2,523
)
 
14.2
 %
Provision for income taxes
—

 
—
 %
 
—

 
—
 %
 
—

 
—
 %
Net loss
$
(17,825
)
 
(18.0
)%
 
$
(20,348
)
 
(19.8
)%
 
$
(2,523
)
 
14.2
 %
 
*
Not meaningful.
Revenue.  Revenue increased by $3.7 million, or 3.7%, from $99.1 million for the nine months ended September 30, 2015 to $102.8 million for the nine months ended September 30, 2016. This growth was primarily attributable to an increase in the number of enterprise customers during the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. The number of enterprise customers increased 14.3% from 670 as of September 30, 2015 to 766 as of September 30, 2016. This increase was offset by a decrease in our revenue per enterprise customer of 9.3% for the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015, due to a combination of both reduced average spending by historical enterprise customers and the dilutive effect of new enterprise customers, who typically start with lower levels of initial spend prior to increasing their engagement with us. 
Traffic acquisition costs.  Traffic acquisition costs decreased by $2.7 million, or 7.1%, from $38.1 million for the nine months ended September 30, 2015 to $35.4 million for the nine months ended September 30, 2016. As a percentage of revenue, traffic acquisition costs decreased from 38.4% for the nine months ended September 30, 2015 to 34.4% for the nine months ended September 30, 2016. This decrease in traffic acquisition costs was primarily due to improvements to our proprietary bidding technologies.

31

Other cost of revenue.  Other cost of revenue increased by $3.8 million, or 35.4%, from $10.9 million for the nine months ended September 30, 2015 to $14.7 million for the nine months ended September 30, 2016. The increase in other cost of revenue was primarily attributable to a $2.2 million increase in expenses related to amortization of internal-use software and depreciation. We also experienced a $0.8 million increase in salaries and personnel-related costs associated with the allocation of employee activities related to the execution of our marketing campaigns, partially offset by a reduction in personnel-related costs based on changes in headcount. The number of full-time employees dedicated to executing our marketing campaigns decreased from 21 at September 30, 2015 to 18 at September 30, 2016. In addition, there was a $0.6 million increase in purchases of third-party data, a $0.2 million increase in third-party data center costs and a $0.1 million increase in third-party advertisement-serving costs related to an increase in the volume of impressions delivered. As a percentage of revenue, other cost of revenue increased from 11.0% for the nine months ended September 30, 2015 to 14.3% for the nine months ended September 30, 2016.
Sales and marketing.  Sales and marketing expense decreased by $0.8 million, or 2.0%, from $38.5 million, or 38.9% of revenue, for the nine months ended September 30, 2015, to $37.7 million, or 36.7% of revenue, for the nine months ended September 30, 2016. The decrease in sales and marketing expense was primarily attributable to a $1.2 million decrease in marketing, advertising and promotional events and a $0.7 million decrease in travel costs. These decreases were partially offset by a $0.6 million increase in allocated overhead costs and a $0.6 million increase in salaries and personnel-related costs. The number of full-time sales and marketing employees decreased from 192 at September 30, 2015 to 187 at September 30, 2016.
Research and development.  Research and development expense increased by $4.5 million, or 27.6%, from $16.2 million, or 16.3% of revenue, for the nine months ended September 30, 2015, to $20.7 million, or 20.1% of revenue, for the nine months ended September 30, 2016. The increase in research and development expense was primarily attributable to a $1.9 million increase in purchases of third-party data and a $1.1 million increase in salaries and personnel-related costs. In addition, we experienced an increase in allocated overhead of $1.0 million, a $0.4 million increase in non-capitalizable technology related costs to support our research and development and a $0.2 million increase in consulting. The number of full-time research and development employees decreased from 152 at September 30, 2015 to 130 at September 30, 2016.
General and administrative.  General and administrative expense increased by $2.4 million, or 21.4%, from $11.4 million, or 11.5% of revenue, for the nine months ended September 30, 2015, to $13.9 million, or 13.5% of revenue, for the nine months ended September 30, 2016. The increase in general and administrative expense was primarily attributable to a $0.8 million increase in legal fees, related primarily to our ongoing stockholder litigation, a $0.8 million increase in other corporate administration costs to support the company and a $0.6 million increase in salaries and personnel-related costs. The number of full-time general and administrative employees remained consistent at 45 at September 30, 2015 and 2016.We also experienced a $0.1 million increase in consulting and professional fees and a $0.1 million increase in bad debt expense.
Interest expense.  Interest expense decreased by $0.3 million, or 28.2%, from the nine months ended September 30, 2015 compared to the nine months ended September 30, 2016. The decrease in interest expense was primarily due to the differences in the outstanding principal balance for the periods.
Amortization expense.  The $1.3 million of amortization expense for the nine months ended September 30, 2015 related primarily to the write-off of the debt discount and deferred financing costs associated with the early repayment of outstanding debt. In March 2015, we repaid the first and second tranches of the amended mezzanine loan and security agreement totaling $15.0 million. In April 2015, we repaid the 2015 term loan, which represented the remaining $5.0 million principal balance on the amended mezzanine loan and security agreement. This debt was initially scheduled to mature in June of 2017, however, we elected to use a portion of our initial public offering proceeds to repay these amounts and incurred no early repayment penalty.
Derivative fair value adjustment related to common stock warrants.  The favorable $0.5 million change in fair value of common stock warrants for the nine months ended September 30, 2015 related entirely to the favorable fair value adjustment for instruments granted to our lender under our loan agreements entered into in June 2014.


32

Key Financial and Operating Performance Metrics
We regularly monitor a number of financial and operating metrics in order to measure our performance and project our future performance. Revenue is discussed under the headings "Results of Operations," "Comparison of Three Months Ended September 30, 2015 and 2016" and "Comparison of Nine Months Ended September 30, 2015 and 2016." Revenue ex-TAC, Adjusted EBITDA and number of enterprise customers are discussed under the heading "Non-GAAP Financial Measures and Operating Performance Metrics." The following metrics aid us in developing and refining our growth strategies and making strategic decisions:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(in thousands, except number of
enterprise customers)
Revenue
$
35,969

 
$
37,418

 
$
99,135

 
$
102,807

Revenue ex-TAC
$
23,034

 
$
24,929

 
$
61,082

 
$
67,455

Adjusted EBITDA
$
(1,925
)
 
$
880

 
$
(8,924
)
 
$
(9,406
)
Number of enterprise customers
670

 
766

 
670

 
766

Non-GAAP Financial Measures and Operating Performance Metrics 
Revenue ex-TAC
Revenue ex-TAC is a Non-GAAP financial measure defined by us as revenue less traffic acquisition costs. Traffic acquisition costs consist of purchases of advertising impressions from RTB exchanges. We believe that Revenue ex-TAC is a meaningful measure of operating performance because it is frequently used for internal management purposes, indicates the effectiveness of delivering results to advertisers and facilitates a more complete period-to-period understanding of factors and trends affecting our underlying revenue performance. A limitation of Revenue ex-TAC is that it is a measure that other companies, including companies in our industry that have similar business arrangements, either may not use or may calculate differently, which reduces its usefulness as a comparative measure. Because of these and other limitations, we consider, and you should consider, Revenue ex-TAC alongside other GAAP financial measures, such as revenue, gross profit and total operating expenses. The following table presents a reconciliation of revenue to Revenue ex-TAC for each of the periods indicated:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(in thousands)
Revenue
$
35,969

 
$
37,418

 
$
99,135

 
$
102,807

Less: traffic acquisition costs
(12,935
)
 
(12,489
)
 
(38,053
)
 
(35,352
)
Revenue ex-TAC
$
23,034

 
$
24,929

 
$
61,082

 
$
67,455

We have experienced lower revenue ex-TAC growth rates recently, primarily due to changes in our customers' advertising budget allocations, agency affiliations and marketing strategies. As a result, we experienced a decrease in our revenue per enterprise customer of 9.8% and 9.3% for the three months and nine months ended September 30, 2016, respectively, as compared to the same periods in the prior year. This decrease was due to both reduced average spending by historical enterprise customers and the dilutive effect of new enterprise customers, who typically start with lower levels of initial spend prior to increasing their engagement with us.
 





33

Adjusted EBITDA
To provide investors with additional information regarding our financial results, we have provided within this report Adjusted EBITDA, a Non-GAAP financial measure. We define Adjusted EBITDA as net loss before income taxes, interest, amortization and write-off of debt discount, amortization and write-off of deferred financing costs and depreciation and amortization, adjusted to eliminate stock-based compensation expense and change in fair value of common stock warrant liabilities. We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.
We have included Adjusted EBITDA in this report because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operating plans. In particular, we believe the exclusion of certain items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business.
Accordingly, we believe that Adjusted EBITDA provides useful information to investors in understanding and evaluating our operating results.
Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•
Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;
•
Adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us;
•
our definition of Adjusted EBITDA for use as an operating result measure, described above, differs from the Adjusted EBITDA definition used by our lender to calculate our amended loan and security agreement quarterly covenant; and
•
other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Because of these and other limitations, we consider, and you should consider, Adjusted EBITDA together with other GAAP-based financial performance measures, including various cash flow metrics, net loss and our other GAAP results. The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods indicated:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(in thousands)
Net loss
$
(4,801
)
 
$
(2,931
)
 
$
(17,825
)
 
$
(20,348
)
Adjustments:
 
 
 
 
 

 
 

Interest expense
190

 
261

 
1,060

 
761

Interest income
—

 
—

 
—

 
(3
)
Amortization and write-off of debt discount
—

 
—

 
1,108

 
—

Amortization and write-off of deferred financing costs
8

 
11

 
189

 
39

Provision for income taxes
—

 
—

 
—

 
—

Depreciation and amortization
1,628

 
2,525

 
4,270

 
7,137

Stock-based compensation
1,050

 
1,014

 
2,756

 
3,008

Change in fair value of warrants
—

 
—

 
(482
)
 
—

Adjusted EBITDA
$
(1,925
)
 
$
880

 
$
(8,924
)
 
$
(9,406
)

34

     See "Management's Discussion and Analysis of Financial Condition and Results of Operations– Results of Operations– Comparison of Three Months Ended September 30, 2015 and 2016" for explanations of changes in those financial results that directly impact Adjusted EBITDA.

The following table presents a detail of depreciation and amortization expense included above for each of the periods indicated:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(in thousands)
Other cost of revenue
$
1,144

 
$
1,778

 
$
2,942

 
$
5,097

Sales and marketing
111

 
123

 
300

 
356

Research and development
348

 
592

 
966

 
1,591

General and administrative
25

 
32

 
62

 
93

Total depreciation and amortization
$
1,628

 
$
2,525

 
$
4,270

 
$
7,137

The following table presents a detail of total stock-based compensation included above for each of the periods indicated:
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2015
 
2016
 
2015
 
2016
 
(in thousands)
Other cost of revenue
$
30

 
$
23

 
$
68

 
$
65

Sales and marketing
235

 
202

 
656

 
610

Research and development
383

 
378

 
930

 
1,136

General and administrative
402

 
411

 
1,102

 
1,197

Total stock-based compensation
$
1,050

 
$
1,014

 
$
2,756

 
$
3,008

Number of Enterprise Customers
Our number of enterprise customers is a key operating metric. We believe our ability to increase the revenue we generate from existing customers and attract new customers is an important component of our growth strategy. We also believe that those customers from which we have generated more than $10,000 of revenue during any trailing twelve-month period best identifies customers that are actively using our solution and contribute more meaningfully to revenue. We refer to these customers as our enterprise customers. Our ability to generate additional revenue from our enterprise customers is an important indicator of our ability to grow revenue over time. As of September 30, 2015 and 2016, customers from which we have generated less than $10,000 of revenue during the previous trailing twelve-month period have accounted for less than 2% of our revenue.
In those cases where we work with multiple brands or divisions within the same company or where the company runs marketing campaigns in multiple geographies, even though multiple insertion orders may be involved, we count that company as a single customer. When the insertion order is with an advertising agency, we consider the company on behalf of which the marketing campaign is conducted as our enterprise customer. If a company has its marketing spend with us managed by multiple advertising agencies, that company is counted as a single enterprise customer.
While the number of our enterprise customers has increased over time, this number can also fluctuate from quarter to quarter due to the seasonal trends in the advertising spend of our enterprise and other customers, which can impact the timing and amount of revenue we generate from them. Therefore, there is not necessarily a direct correlation between a change in the number of enterprise customers for a particular period and an increase or decrease in our revenue during that period.
The number of enterprise customers increased 14.3% from 670 as of September 30, 2015 to 766 as of September 30, 2016.

35

Liquidity and Capital Resources
Sources of Liquidity
Historically, we have funded our operations primarily through private placements of convertible preferred stock, bank borrowings and our initial public offering of our common stock.
We receive payments from agencies once they collect payment from our customers they represent. We are often required to pay for advertising space prior to the receipt of payment from our agency customers. We draw upon our line of credit described below to manage our cash flows.
On February 12, 2015, we amended our loan and security agreement. The revolving line of credit was increased by $5.0 million to $35.0 million. There were no modifications to any other significant terms with this amendment. Interest on the revolving line of credit is payable monthly. The loan is secured by substantially all of our assets. Borrowing availability under our revolving line of credit is measured by reference to a formula based on the amount of certain eligible accounts receivable (but not exceeding the aggregate principal amount of commitments under our revolving line of credit; such calculated amount being referred to as the "Availability Amount"). Under the terms of the agreement governing our revolving credit facility, we were required to satisfy a minimum liquidity condition of $5.0 million, consisting of the sum of: (i) cash held at our lender (determined in accordance with the loan and security agreement); plus (ii) the unused Availability Amount. On March 8, 2016, we amended our revolving line of credit. This amendment changed the terms and conditions to the revolving line of credit by removing the $5.0 million minimum cash and availability requirement (defined as cash held at the lender plus the unused credit line availability amount), among other things.
On September 30, 2016, we again amended our revolving line of credit. This amendment changed the terms and conditions to our revolving line of credit by, among other things: (1) extending the maturity date to December 31, 2017; (2) including in the revolving line of credit borrowing base calculation certain eligible unbilled accounts receivable; (3) adjusting the borrowing base calculation to be (a) 85% of eligible accounts receivable, plus (b) the lesser of (i) 75% of eligible unbilled accounts or (ii) $12,250,000; (4) modifying the definition of eligible accounts receivable for the revolving line of credit borrowing base by including up to 25% of certain eligible foreign accounts receivable, including those payable from Canada, Australia, France, Germany, Israel, Italy, Japan and the United Kingdom; (5) providing that all future cash collections from accounts receivable directly reduce the outstanding balance of the revolving credit facility; (6) fixing the applicable interest rate on future outstanding amounts under the revolving line of credit to a rate per annum equal to the prime referenced rate plus 0.5%; (7) reducing certain financial covenants regarding the required monthly minimum adjusted quick ratio, as defined and described below, in addition to removing certain previous ratio thresholds which could have resulted in a range of applicable interest rates; and (8) changing the amounts related to our financial covenants regarding specified quarterly adjusted EBITDA requirements, as defined and described below.
Our revolving line of credit requires us to comply with certain financial covenants, including: (i) maintaining specified quarterly Adjusted EBITDA, which is defined for this purpose, with respect to any trailing twelve-month period, as an amount equal to the sum of net income, plus (a) interest expense, plus (b) to the extent deducted in the calculation of net income, depreciation expense and amortization expense, plus (c) income tax expense, plus or minus (d) change in deferred revenue, less, (e) capitalized software development expenses, plus (f) any non-cash items such as stock-compensation expense (and other mutually agreed upon non-cash items), plus one-time non-recurring charges subject to the lenders approval; and (ii) maintaining at all times a 1.0 monthly minimum Adjusted Quick Ratio, which is defined as the ratio of cash held at the lender and cash equivalents plus net accounts receivables to current liabilities (including all debt outstanding under the revolving line of credit) minus the current portion of deferred revenue.
All cash collections from accounts receivable directly reduce the outstanding balance of the revolving credit facility.
There were no modifications to any other significant terms with this amendment.
As of September 30, 2016, we were in compliance with the covenants contained in the amended loan and security agreement.
 

36

The following table summarizes the outstanding short-term balance related to the loan and security agreement, as of September 30 (in thousands): 
 
2016
Third Amended New Revolving Line of Credit
$
26,125

Total
$
26,125

Working Capital
The following table summarizes our cash and cash equivalents, accounts receivable, working capital and cash flows as of and for the periods ended (in thousands):
 
As of and for the Nine Months
Ended September 30,
 
2015
 
2016
Cash and cash equivalents
$
48,864

 
$
24,122

Accounts receivable, net
$
34,262

 
$
35,147

Working capital
$
36,170

 
$
15,644

Cash (used in) provided by:
 
 
 
Operating activities
$
(4,419
)
 
$
(6,928
)
Investing activities
$
(10,227
)
 
$
(5,074
)
Financing activities
$
50,566

 
$
(4,971
)
 
Our cash and cash equivalents at September 30, 2016 were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash is invested primarily in demand deposit accounts that are currently providing a minimal return. We maintain minimal cash and cash equivalents outside of the United States. As of September 30, 2016, we had no undistributed earnings of our foreign subsidiary and intend to permanently reinvest any future foreign earnings.
Cash Flows
Operating Activities
Cash used in operating activities is primarily influenced by the amount of cash we invest in personnel and corporate infrastructure to support our business. Cash used in operating activities has typically resulted from net losses and further increased by changes in our working capital, particularly in the areas of accounts receivable, accounts payable and accrued liabilities, adjusted for non-cash items such as depreciation and amortization expense and stock-based compensation expense.
Our accounts receivable collection cycles can vary from period-to-period based on common payment practices employed by advertising agencies. However, our agreements with RTB exchanges typically are based on standard payment terms. As a result, the timing of cash receipts and vendor payments can significantly impact our cash used in operations for any period presented. During the fourth quarter of each fiscal year, our working capital needs may increase due to the seasonality of our business. This increase is driven by the fact that we have to make timely payments to RTB exchanges and other vendors, but customer payments may be delayed beyond the contractual terms of the customers’ invoices.

37

For the nine months ended September 30, 2015, our net cash used to fund operating activities of $4.4 million consisted primarily of a net loss of $17.8 million, offset by $4.8 million of cash provided by changes in working capital and $8.0 million in positive adjustments for non-cash items. Adjustments for non-cash items consisted of depreciation and amortization expense of $4.3 million, stock-based compensation expense of approximately $2.8 million, the favorable change in fair value of common stock warrants of $0.5 million, debt related amortization of $1.3 million and bad debt expense of $0.2 million. For the nine months ended September 30, 2015, changes in working capital consisted primarily of a $6.9 million decrease in accounts receivable as a result of collections subsequent to increased advertising activity during the holiday season and a $4.7 million increase in accrued expenses and other current liabilities primarily driven by additional operating, sales, marketing and development costs. These increases in operating cash flow were partially offset by a decrease in accounts payable of $5.6 million primarily driven by payments of impression purchases, advertisement-serving and other operating costs and an increase in prepaid expenses and other current assets of $1.0 million due to the timing of payments related to our operating activities.
For the nine months ended September 30, 2016, our net cash used to fund operating activities of $6.9 million consisted primarily of a net loss of $20.3 million, offset by $2.9 million of cash provided by changes in working capital and $10.2 million in positive adjustments for non-cash items. Adjustments for non-cash items consisted primarily of depreciation and amortization expense of $7.1 million, stock-based compensation expense of approximately $2.7 million and bad debt expense of $0.3 million. For the nine months ended September 30, 2016, changes in working capital consisted primarily of a $7.8 million decrease in accounts receivable as a result of improved collections subsequent to increased advertising activity during the holiday season and a $0.9 million increase in accrued expenses and other current liabilities primarily driven by additional operating and development costs. These increases in operating cash flow were partially offset by a decrease in accounts payable of $5.2 million primarily driven by payments related to cost of media related to the lower quarterly revenue in the third quarter of 2016 compared to the fourth quarter of 2015 and an increase in prepaid expenses and other current assets of $0.6 million due to the timing of payments related to our operating activities.
Investing Activities
During the nine months ended September 30, 2015 and 2016, investing activities consisted primarily of purchases of property and equipment to support our growth as well as capitalized internal-use software development costs and changes to restricted cash. Purchases of property and equipment may vary from period-to-period due to the timing of the expansion of our operations and the development cycles of our internal-use software platform. We expect to continue to invest in property and equipment and in the further development and enhancement of our software platform. During the nine months ended September 30, 2016, the $6.9 million of capital expenditures were partially offset by $1.9 million of changes in restricted cash related to the removal of the $5.0 million minimum cash and availability requirement for our revolving line of credit, as mentioned above.
Financing Activities
Prior to our initial public offering, financing activities consisted primarily of net proceeds from the issuance of convertible preferred stock, net borrowings under our credit facilities and proceeds from the exercise of stock options and convertible preferred stock warrants.
For the nine months ended September 30, 2015, net cash provided by financing activities was $50.6 million, related primarily to our public offering. The price of the shares sold in the public offering was $46.00 per share with a total of 1,625,000 shares, as adjusted for the April 25, 2016 1-for-4 reverse stock split of our outstanding shares of capital stock. Net proceeds to us were $69.5 million, after deducting underwriting discounts and commissions, and before deducting offering expenses of $3.8 million. This increase in cash provided from financing activities was offset by net repayments of our debt balances of $17.3 million. For the nine months ended September 30, 2016, net cash used in financing activities consisted primarily of $5.1 million of repayments of our debt balances.
Operating and Capital Expenditure Requirements
We believe that our existing cash balances, together with our current revolving line of credit, which was recently amended to, among other things, extend the maturity date to December 31, 2017, will be sufficient to meet our anticipated cash requirements through at least the next 12 months.

38

We have historically incurred losses and negative cash flows from operations and our line of credit requires us to comply with certain covenants as described in Note 4 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Our liquidity needs will largely be determined by the success of our products already being marketed and innovations that we are currently working on, including: increasing the share of spending from our existing customers, acquiring new customers, and further penetrating new industries. If these efforts are not successful or we do not meet our operating plan or continue our compliance with our debt covenants, it will likely be necessary to do one or more of the following: (a) raise additional capital through equity or debt financings; (b) raise additional capital from other sources; or (c) reduce operating expenditures.
Contractual Obligations
Our principal commitments consist of obligations under our outstanding debt facilities, non-cancelable leases for our office space, purchases of data and computer equipment and purchase commitments for our co-location and other support services.
The following table summarizes these contractual obligations at September 30, 2016. Future events could cause actual payments to differ from these estimates.
 
 
Payment Due by Period
 
 
 
 
Less than 1 Year
 
 
 
 
 
More than 5 Years
Contractual Obligations(1)
 
Total
 
 
1 - 3 Years
 
3 - 5 Years
 
 
 
(in thousands)
Debt:
 
    
 
    
 
    
 
    
 
    
Third Amended New Revolving Line of Credit
 
$
26,125

 
$
—

 
$
26,125

 
$
—

 
$
—

Interest payments
 
1,308

 
1,045

 
263

 
—

 
—

Operating lease obligations
 
12,983

 
2,877

 
5,153

 
2,865

 
2,088

Purchase commitments
 
3,341

 
2,970

 
371

 
—

 
—

Total contractual obligations
 
$
43,757

 
$
6,892

 
$
31,912

 
$
2,865

 
$
2,088

 
(1)
This principal payment projection assumes no changes in the borrowing base calculation and that principal will be due at maturity. Interest payment projections on our loan and security agreement assume that we will not incur a material change in our outstanding borrowings, in the current interest rate, or in the maturity date of December 31, 2017.
Stock Repurchase Program
On March 4, 2016, our board of directors authorized the repurchase of up to $4.0 million of our outstanding shares of common stock. As part of the share repurchase program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchases will be determined in our discretion and will depend on factors such as cash generation from operations, other cash requirements, economic and market conditions, stock price and legal and regulatory requirements. The stock repurchase program does not have an expiration date and may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate us to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases. For the nine months ended September 30, 2016, 15,197 shares were repurchased under this program. There were no shares repurchased under this program during the three months ended September 30, 2016. As of September 30, 2016 we had the ability to repurchase up to $3.9 million of common stock under the program.
Off‑Balance Sheet Arrangements
As of September 30, 2016, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S‑K, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

39

Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies and significant judgments and estimates as compared to the critical accounting policies and significant judgments and estimates as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Recently Issued and Adopted Accounting Pronouncements
Recent accounting pronouncements are detailed in Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3.  Quantitative and Qualitative Disclosures about Market Risk.
Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in foreign currency exchange rates, particularly in light of the referendum in the United Kingdom in which voters approved an exit from the European Union, commonly referred to as "Brexit," and other recent political developments. We do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to manage the risks described below.
Interest Rate Sensitivity
We are subject to interest rate risk in connection with our $26.1 million outstanding under the amended loan and security agreement as of September 30, 2016. Borrowings under this agreement are subject to interest, charged at the prime referenced rate plus a margin of 0.5%. Assuming our outstanding debt remains consistent with the outstanding balance reported as of September 30, 2016, a 100-basis point change to the interest rate would result in an approximate $0.3 million change in our annual interest expense on our outstanding borrowings.
Concentration Risk
Our cash and cash equivalents as of September 30, 2016 are held at financial institutions that management believes to be of high credit quality. While we maintain our balances in several FDIC insured operating accounts, our cash accounts exceed federally insured limits. Our concentration of our operating capital could harm our business, financial condition and results of operations.
Foreign Currency Exchange Risk
Substantially all of our revenue and operating expenses are denominated in U.S. dollars. Therefore, we do not believe that our exposure to foreign currency exchange risk is material to our business, financial condition or results of operations. If a significant portion of our revenue and operating expenses becomes denominated in currencies other than U.S. dollars, we may not be able to effectively manage this risk, and our business, financial condition and results of operations could be adversely affected by translation and by transactional foreign currency conversions.
Inflation
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

40

Item 4.  Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2016. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 30, 2016, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

41

PART II. OTHER INFORMATION
Item 1.  Legal Proceedings.
We, certain of our officers and directors, and certain investment banking firms who acted as underwriters in connection with our initial public offering, have been named as defendants in a putative class action lawsuit filed August 31, 2015 in the United States District Court for the Southern District of New York. The complaint alleges that the defendants violated Sections 11, 12 and 15 of the Securities Act by not including information regarding customer concentration, which the complaint characterizes as a known trend and/or significant factor required to be disclosed under federal securities regulations. The complaint seeks unspecified damages, interest and other costs.
The Court appointed a Lead Plaintiff on November 18, 2015, and on January 19, 2016 the Lead Plaintiff filed a First Amended Complaint that repeats the same substantive allegations included in the initial complaint and continues to seek unspecified damages. We filed a motion to dismiss the First Amended Complaint on March 24, 2016. The Lead Plaintiff filed an opposition to that motion on May 9, 2016, and we filed a reply brief on June 8, 2016. A hearing date for our motion to dismiss has not yet been set, however, the Court may rule on the motion without hearing oral arguments.
We dispute the claims alleged in the lawsuit and are defending this matter vigorously.
In addition, from time to time, we are involved in legal proceedings and subject to claims incident to the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, including the matters noted above, we believe we are not currently party to any legal proceedings the outcome of which would individually or taken together have a material effect on our business, operating results, cash flows or financial condition. Regardless of the outcome, such proceedings can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors.
Item 1A.  Risk Factors.
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this report, including the section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our condensed consolidated financial statements and related notes, before investing in our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our common stock could decline and you could lose part or all of your investment.
Risks Related to Our Business and Industry
Our limited operating history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.
We commenced operations in 2006 and, as a result, have only a limited operating history upon which our business and future prospects may be evaluated. Although we have experienced revenue growth in recent years, we may not be able to sustain this rate of growth or even maintain our current revenue levels. Our rate of intra-quarter revenue growth declined in the third quarter of 2016 versus the third quarter of 2015, as compared to the revenue from the respective previous year’s third quarter. We may not be able to slow or reverse this trend, and we may not be able to maintain our current revenue levels. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries. Our business prospects will depend in large part on our ability to:
•
build a reputation for a superior solution and create trust and long-term relationships with customers and advertising agencies;
•
distinguish ourselves from competitors in our industry;
•
offer a competitive technology platform;
•
develop additional product and service offerings that meet our customers’ evolving needs;
•
achieve our operating plans;

42

•
comply with the covenants within our loan and security agreement;
•
maintain and expand our relationships with the real-time bidding, or RTB, exchanges and other programmatic or direct media sources through which we execute our customers’ digital marketing campaigns;
•
respond to evolving industry standards and government regulations that impact our business, particularly in the areas of data collection and consumer privacy;
•
prevent or otherwise mitigate failures or breaches of security or privacy;
•
expand our business internationally; and
•
attract, hire, integrate and retain qualified and motivated employees.
We may need to adapt our current operations to scale our business and achieve long-term profitability. If we are unable to meet one or more of these objectives or fail to implement these changes effectively and on a timely basis, or if we are unable to implement them at all, our revenue may decline, we may not be able to achieve further growth or long-term profitability and our business may suffer.
We have experienced a slowing rate of revenue growth since the fourth quarter of 2015. The future growth rate of our revenues may decline if we do not improve our level of engagement from new customers and encourage existing customers to allocate a greater portion of their marketing spend to us.
In our fiscal years ended December 31, 2013, 2014 and 2015, our total revenues grew by 88%, 61% and 32%, respectively, as compared to total revenues from the prior fiscal years. In our fiscal quarter ended September 30, 2016, our total revenues grew by 4% as compared to the same quarterly period from our prior fiscal year. The growth rate of our revenues may decline in future periods which may adversely impact the value of our common stock.
Our sales cycle can be unpredictable, which may cause our operating results to fluctuate.
The sales cycle for our solution, from initial contact with a potential lead to agreement execution and implementation, varies widely by customer, and typically ranges from one to six months. Some of our customers undertake an evaluation process that involves not only our solution but also those of our competitors, which can delay purchase decisions. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our solution. If sales expected from a customer are not realized in the time period expected or not realized at all, if a customer terminates its agreement with us or changes it advertising budget allocations, agency affiliations or marketing strategies, our business, operating results and financial condition could be adversely affected.
Our loan and security agreement contains covenants that may restrict our business and financing activities.
Borrowings under our loan and security agreement are secured by substantially all of our assets. Our loan and security agreement also restricts our ability to, among other things:
•
dispose of or sell assets;
•
make material changes in our business or management;
•
consolidate or merge with or acquire other entities;
•
incur additional indebtedness;
•
incur liens on our assets;
•
pay dividends or make distributions on our capital stock;
•
make certain investments;
•
enter into transactions with our affiliates; and
•
make any payment in respect of any subordinated indebtedness.

43

These restrictions are subject to certain exceptions. In addition, our loan and security agreement requires us to maintain and comply with certain financial covenants, including: (i) maintaining specified quarterly Adjusted EBITDA, which is defined for this purpose, with respect to any trailing twelve-month period, as an amount equal to the sum of net income, plus (a) interest expense, plus (b) to the extent deducted in the calculation of net income, depreciation expense and amortization expense, plus (c) income tax expense, plus or minus (d) change in deferred revenue, less, (e) capitalized software development expenses, plus (f) any non-cash items such as stock-compensation expense (and other mutually agreed upon non-cash items), plus one-time non-recurring charges subject to the lenders approval; and (ii) maintaining at all times a 1.0 monthly minimum Adjusted Quick Ratio, which is defined as the ratio of cash held at the lender and cash equivalents plus net accounts receivables to current liabilities (including all debt outstanding under the revolving line of credit) minus the current portion of deferred revenue. All cash collections from accounts receivable directly reduce the outstanding balance of the revolving credit facility. If our Adjusted Quick Ratio were to fall below 1.0, our ability to pay the costs of our operations would likely be materially impacted.
The covenants in our loan and security agreement, as well as any future financing agreements that we may enter into, may restrict our ability to finance our operations, engage in, expand or otherwise pursue our business activities and strategies. Our ability to comply with these covenants may be affected by events beyond our control, and future breaches of any of these covenants could result in a default under our loan and security agreement. If not waived, potential future defaults could cause all of the outstanding indebtedness under our loan and security agreement to become immediately due and payable and terminate all commitments to extend further credit.
If we do not have or are unable to generate sufficient cash available to repay our debt obligations when they become due and payable, either upon maturity or in the event of a default, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. This could materially and adversely affect our business.
We have a history of losses and we may not achieve or sustain profitability in the future.
We incurred net losses of $0.2 million, $13.0 million and $22.5 million in 2013, 2014 and 2015, respectively, and a net loss of $20.3 million for the nine months ended September 30, 2016. As of September 30, 2016, we had an accumulated deficit of $71.6 million. Although our revenue has increased in recent years, we may not be able to achieve or sustain profitability or this revenue growth rate. If we do not achieve and sustain profitability, our revenue growth rate declines or our expenses exceed expectations, our financial performance will be adversely affected.
Any forecasts that we have utilized, provided or may provide in the future may prove to be inaccurate, and even if the markets in which we compete achieve forecasted growth, we cannot assure you our business will grow at similar rates, if at all.
Forecasts are subject to significant uncertainty and are based on assumptions and estimates, which may not prove to be accurate. Forecasts relating to the expected growth in advertising and other markets, may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.
If the MaxPoint Intelligence Platform does not accurately predict the most likely local buyers for specific products, we could lose revenue, which would have a material adverse impact on our operating results and financial condition.
Our solution depends on the ability of the MaxPoint Intelligence Platform to accurately predict the most likely communities of local buyers for specific products and to serve advertisements for those products to those communities. We do not have long-term commitments from our customers and it is relatively easy for our customers or the advertising agencies acting on their behalf to seek alternative providers of digital marketing solutions, as there are no significant switching costs. Thus, we must continuously deliver satisfactory results for our customers to maintain or increase revenue, which depends in part on the continued performance of the MaxPoint Intelligence Platform. Our failure to continuously innovate and improve on the algorithms underlying the MaxPoint Intelligence Platform could result in poor performance, which could in turn result in our customers ceasing to use our solution, which would have a material adverse impact on our operating results and financial condition.

44

Our operating results and key metrics fluctuate, which make our future results difficult to predict and could cause our operating results to fall below analysts’ and investors’ expectations.
Our quarterly and annual operating results and key metrics have fluctuated in the past, and we expect this to continue for the foreseeable future. These fluctuations could cause our performance to fall below the expectations of securities analysts and investors, and adversely affect the price of our common stock. Because our business is evolving rapidly, our historical operating results and key metrics may not be useful in predicting our future operating results. Factors that may increase the volatility of our operating results and key metrics include the factors set forth in this "Risk Factors" section, as well as the following:
•
changes in our customers’ advertising budget allocations, agency affiliations or marketing strategies;
•
changes in the economic prospects of our customers or the economy generally, which could alter current or prospective customers’ spending priorities, or increase the time or costs required to complete sales;
•
changes in demand for and pricing of our MaxPoint Intelligence Platform;
•
the impact of seasonality on our customers’ businesses and budgets for digital marketing campaigns, particularly our consumer product and retail customers;
•
the impact of macroeconomic, market and political factors and trends, including in light of "Brexit," and other recent political developments;
•
unpredictable sales cycles;
•
changes in our pricing policies, or the pricing policies of our competitors, RTB exchanges or other third-party service providers;
•
the addition or loss of customers;
•
the growth or reduction of business with current customers or advertising agencies that act on their behalf;
•
changes and uncertainty in the regulatory environment for us or our customers;
•
changes in the availability of media inventory through RTB exchanges;
•
the introduction of new technologies, products or service offerings by us or our competitors;
•
changes in our operating expenses and capital expenditures; and
•
costs related to acquisitions of people, businesses or technologies.
Based upon all of the factors described above, many of which are beyond our control, and others that we may not anticipate, we have a limited ability to forecast our future revenue, costs and expenses, and as a result, our operating results may fall below our estimates or the expectations of securities analysts and investors.
If we are unable to attract new customers, if our existing customers do not allocate a greater portion of their marketing spend to us, or if we are unable to further penetrate new industries, our revenue growth will be adversely affected.
To sustain or increase our revenue, we must add new customers and encourage existing customers to allocate a greater portion of their marketing spend to us. As the digital advertising industry matures and competitors introduce lower cost or differentiated products or services, our ability to sell our solution could be impaired. Even after a successful digital marketing campaign or series of campaigns with an existing customer, we frequently must compete to win further business from that customer. We may reach a point of saturation where we cannot continue to grow our revenue from existing customers because of, among other things, internal limits that they may place on their advertising budgets for digital media, particular digital marketing campaigns, local advertising or a particular provider. If we are unable to attract new customers or obtain new business from existing customers, our revenue, growth and business will be adversely affected.

45

Historically, we have focused primarily on serving national brands in three industries: consumer products, retail and automotive. We have also expanded into four other industries: financial services, healthcare, telecommunications and entertainment. Our plan is to continue to penetrate these industries and pursue opportunities in additional industries. If we are unable to continue to penetrate our existing industries and to penetrate new industries successfully, our revenue, growth and business will be adversely affected.
We have historically relied, and expect to continue to rely, on a small number of customers for a substantial majority of our revenue, and the loss of any of these customers may significantly harm our business, results of operations and financial condition.
Our customers are primarily enterprises with national brands in a number of industries. We sell our solution either directly to our customers or through advertising agencies that act on behalf of our customers. A relatively small number of customers have historically accounted for a substantial majority of our revenue. For the years ended December 31, 2013, 2014 and 2015, our top ten customers accounted for approximately 36%, 30% and 29% of our revenue, respectively. For the years ended December 31, 2013, 2014 and 2015, no single customer represented more than 10% of our revenue. We expect that we will continue to depend upon a relatively small number of customers for a substantial majority of our revenue for the foreseeable future while we continue to broaden our customer base. As a result, if we fail to successfully attract or retain customers, or if existing customers reduce or delay their marketing spend with us, our business, results of operations and financial condition would be harmed. Moreover, a significant portion of our customers’ products are purchased at a limited number of large national retailers. Any material decline in these customers’ sales at the physical retail locations of these large national retailers may adversely impact our business.
We rely on advertising agencies that act on behalf of our customers for a substantial majority of our revenue. The loss of any such relationships or increased competition from such advertising agencies or agency trading desks could materially harm our business.
We rely on advertising agencies that act on behalf of our customers for a substantial majority of our revenue. Multiple advertising agencies operating within two global advertising networks represented numerous customers accounting for approximately 17% and 13% of our revenue, respectively, for the year ended December 31, 2015. In addition, for reasons specific to individual agencies, some agencies may not recommend us to the national brands they represent, even if our solution is more effective than alternative solutions. Certain of those agencies have created or are creating their own competitive solutions, referred to as agency trading desks. Agency trading desks are independent units within agency holding companies that centralize the buying and optimization of programmatic or biddable media to serve advertising agencies within the holding company. If agency trading desks are successful in leveraging agency relationships with our customers or agencies assist our customers in transitioning to other self-service platforms, we may be unable to compete successfully even if our solution is more effective. In addition, agencies are increasingly helping the advertisers they represent select self-service platforms.
If we fail to develop new solutions and services or enhance our existing solution and services, we may not attract and retain customers, and our revenue and results of operations may decline.
We compete for customers that want to execute digital marketing campaigns. Our industry is subject to rapid changes in standards, technologies, products and service offerings, as well as advertiser expectations. We continuously need to invest in our technology and research and development to develop new solutions and services and enhance our existing solution and services to meet advertiser demands and respond to industry changes. For example, in the third quarter of 2016, we introduced Customer Catalyst, an enhanced service offering linking permission-based customer relationship marketing data to specific household devices, and PathPoint, a wireless activity-sensing device offering which gathers privacy-friendly data on shoppers’ in-store activity. Customer demands, superior competitive offerings or new industry standards could render our new or existing solutions unattractive, unmarketable or obsolete and require us to make substantial changes to our technology platform or business model. Our failure to adapt to a rapidly changing market, to anticipate customer demand or successfully launch recently introduced product offerings could harm our business and our financial performance.

46

If we do not manage our development effectively, the quality of our solution may suffer, and our operating results may be negatively affected.
We may continue to experience growth in our operations, which may continue to place significant demands on our management, operational and financial infrastructure. To manage our business effectively, we must continue to improve and expand our infrastructure, including our IT systems, financial and administrative systems and controls. We must also continue to manage our employees, operations, finances, research and development and capital investments efficiently. Our productivity and the quality of our solution may be adversely affected if we do not integrate and train our new employees, particularly our sales and account management personnel, quickly and effectively. If we continue our growth, we may incur significant additional expenses, and our growth may continue to strain our management, resources, infrastructure and ability to maintain the quality of our solution. If the current and future members of our management team do not effectively scale with our business, the quality of our solution may suffer and our corporate culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have an adverse impact on our results of operations and financial condition.
Technologies have been developed that may block the display of our advertisements, which could adversely affect our financial results.
Technologies have been developed, and will likely continue to be developed, that may block the display of our advertisements, particularly advertising displayed on personal computers and mobile platforms. Some consumers download and use "ad-blocking" software, which can prevent web browsers (for example, Firefox, Google Chrome and others) from interacting with or downloading advertising, or that can prevent advertisements from being displayed once served. Revenue generated from the display of advertisements on personal computers and mobile platforms may be impacted by these technologies from time to time. If the use of ad blocking software and technology becomes more prevalent, it could hamper our ability to optimally serve advertisements for marketing campaigns, and may have an adverse effect on our financial results in the future.
We may not be able to compete successfully against current and future competitors, which may result in declining revenue or inability to grow our business.
Competition for our customers’ advertising budgets is intense, and we expect competition to increase in the future with more advertising occurring online.
We compete with traditional local marketing channels, which include television, newspaper, magazine and radio advertising, as well as mailers, free-standing inserts and coupons. Our competition in these channels includes traditional advertising and direct marketing companies, such as Gannett Company, Inc., The McClatchy Company, News America Marketing, Valassis Communications, Inc. and Valpak Direct Marketing Systems, Inc.
We also compete or may compete with online/digital local marketing channels or traditional national channels with localized offerings, including:
•
digital advertising services offered by other companies, including those owned by traditional advertising and direct marketing companies;
•
ERP vendors such as Adobe, Oracle, Salesforce.com and IBM;
•
companies that offer demand-side platforms that allow customers to purchase inventory directly from RTB exchanges or other third parties;
•
advertising networks and advertising agencies, including agency trading desks;
•
digital services offered through large online platforms, such as Yahoo! Inc., Google Inc. and Facebook, Inc.;
•
in-house solutions used by our customers;
•
companies providing online search advertising, for which we do not offer a solution; and
•
technology companies providing online marketing platforms focused on local businesses.

47

Many current and potential competitors have advantages, such as longer operating histories, greater name recognition, larger customer bases, greater access to media inventory, more access to Internet user data, the perception of having a more complete solution and significantly greater financial, technical, sales and marketing resources. Increased competition may result in reduced pricing for our solution, longer sales cycles or a decrease of our market share, any of which could negatively affect our revenue and future operating results and our ability to grow our business.
We have been named as a party to a lawsuit and we may be named in additional litigation in the future.
We have been named as a party in a lawsuit described under "Legal Proceedings" and we may be named in additional litigation in the future, all of which could result in an unfavorable outcome and have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price for our securities. Under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of current and former directors and officers, and on behalf of our current or former underwriters, in connection with the litigation described in "Legal Proceedings" and in connection with any future lawsuits. The ultimate outcome of the litigation described in "Legal Proceedings," and any future litigation, may have a material adverse effect on our business and the trading price for our securities. Litigation may be time-consuming, expensive, and disruptive to normal business operations, and the outcome of litigation is difficult to predict. The defense of the litigation described in "Legal Proceedings," and any future lawsuits, may result in significant expenditures and the continued diversion of our management’s time and attention from the operation of our business, which could impede our business. In the event we were to receive an unfavorable outcome in any lawsuit, our business, financial condition, results of operations, cash flows and the trading price of our securities may be materially and adversely affected.
Legal claims resulting from the actions of our customers could damage our reputation and be costly to defend.
We do not independently verify whether the content of the advertisements we deliver is legally permitted. We typically receive representations from customers that the content of the advertising that we place on their behalf is lawful. We also rely on representations from our customers that they maintain adequate privacy policies that allow us to place cookies and other tracking mechanisms on their websites and collect data from users that visit those websites to aid in delivering our solution. If any of these representations are untrue and our customers do not abide by federal, state, local or foreign laws governing their content or privacy practices we may become subject to legal claims, we will be exposed to potential liability (for which we may or may not be indemnified), and our reputation may be damaged.
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our solution or other contractual obligations. The term of these indemnity provisions generally survives termination or expiration of the applicable agreement. Large indemnity payments could harm our business, operating results and financial condition.
We may be exposed to product liability claims for which our insurance may be inadequate.
Our business and potential future service offerings may expose us to potential product liability risks. Although we maintain insurance policies, there can be no assurance, that such insurance will be sufficient to cover potential claims or that the present level of coverage will be available in the future at a reasonable cost. Further, we cannot provide any assurance that our insurance will provide adequate coverage against potential liabilities if a future product causes harm or fails to perform as promised, adequate product liability insurance will continue to be available in the future or our insurance can be maintained on acceptable terms. The obligation to pay any product liability claim in excess of whatever insurance we are able to obtain would increase our expenses and could harm our business, operating results and financial condition.

48

Potential "Do Not Track" standards or government regulation could negatively impact our business by limiting our access to the anonymous user data that the MaxPoint Intelligence Platform uses to predict local purchase demand and execute the digital marketing campaigns we run, and as a result may degrade our performance for our customers, which, in turn, may have a material adverse effect on our business.
As the use of cookies has received ongoing media attention over the past several years, some government regulators and privacy advocates have suggested creating a "Do Not Track" standard that would allow Internet users to express a preference, independent of cookie settings in their web browser, not to have their website browsing history recorded. All the major Internet browsers have implemented some version of a "Do Not Track" setting. In the past, Microsoft’s Internet Explorer 10 included a "Do Not Track" setting that was selected "on" by default. However, there is no definition of "tracking," no consensus regarding what message is conveyed by a "Do Not Track" setting and no industry standards regarding how to respond to a "Do Not Track" preference. It is possible that we could face competing policy standards, or standards that put our business model at a competitive disadvantage to other companies that collect data from Internet users and may not be required to adhere to a Do Not Track policy standard, standards that reduce the effectiveness of our solution, or standards that require us to make costly changes to our solution. The Federal Trade Commission has stated that it will pursue a legislative solution if the industry cannot agree upon a standard. The "Do-Not-Track Online Act of 2015" was introduced in the United States Senate in December 2015. If a "Do Not Track" web browser setting is adopted by many Internet users, and the standard either imposed by state or federal legislation, or agreed upon by standard setting groups, requires us to recognize a "Do Not Track" signal and prohibits us from using non-personal data as we currently do, then that could hinder growth of advertising and content production on the web generally, and limit the quality and amount of data we are able to store and use, which would cause us to change our business practices and have a material adverse effect on our business.
Legislation and regulation of online businesses, including privacy and data protection regimes, could create unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our technology platform or business model, which may have a material adverse effect on our business.
Government regulation could increase the costs of doing business online. U.S. and foreign governments have enacted or are considering enacting legislation related to online advertising, and we expect to see an increase in legislation and regulation related to advertising online, the use of geo-location data to inform advertising, the collection and use of anonymous Internet user data and unique device identifiers, such as IP address or unique mobile device identifiers, and other data protection and privacy regulation. Recent revelations about bulk online data collection by the National Security Agency, and news articles suggesting that the National Security Agency may gather data from cookies placed by Internet advertisers to deliver interest-based advertising, may further interest governments in legislation regulating data collection by commercial entities, such as advertisers, publishers and technology companies that serve the advertising industry. Such legislation could affect the costs of doing business online and could reduce the demand for our solutions or otherwise harm our business, financial condition and results of operations. A wide variety of provincial, state, national and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. While we have not collected data that is traditionally considered personal data by U.S. regulators, such as name, email address, address, phone numbers, social security numbers, credit card numbers, financial or health data, we typically do collect and store IP addresses and other device identifiers, that are or may be considered personal data in some jurisdictions or otherwise may be the subject of legislation or regulation. Evolving and changing definitions of personal data, within the EU, the United States and elsewhere, especially relating to classification of IP addresses, machine or device identifiers, location data and other information, have in the past, and could in the future, cause us to change our business practices or limit or inhibit our ability to operate or expand our business. For example, in February 2016, the European Commission and the U.S. reached a political agreement on the EU-US Privacy Shield, a new framework for data flows between the two jurisdictions. The EU-US Privacy Shield, if implemented, will impose more significant obligations on U.S. companies, including us, to protect the personal information of European citizens and also will require stronger monitoring and enforcement of personal privacy by the U.S. Department of Commerce and the Federal Trade Commission. Data protection and privacy-related laws and regulations are evolving and could result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.
While we take measures to protect the security of information that we collect, use and disclose in the operation of our business, and to offer certain privacy protections with respect to that information, our measures may not always be effective. In addition, while we take steps to avoid collecting personally identifiable information about consumers, we may inadvertently receive this information from advertisers or advertising agencies or through the process of delivering advertising.

49

Our failure to comply with applicable laws and regulations, or to protect personal data, could result in enforcement action against us, including fines, imprisonment of our officers and public censure, claims for damages by consumers and other affected individuals, damage to our reputation and loss of goodwill, any of which could have a material adverse impact on our business, financial condition and results of operations. Even the perception of privacy concerns, whether or not valid, could harm our reputation and inhibit adoption of our solutions by current and future advertisers and advertising agencies.
Our ability to generate revenue depends on our collection of significant amounts of data from various sources.
Our ability to deliver our business intelligence and marketing automation software solution depends on our ability to successfully leverage significant amounts of data, including data that we collect from our customers and acquire from third parties, as well as raw data captured by our proprietary consumer purchase intent model. The foundation of our local targeting is our proprietary Digital Zip architecture, a digital grid of households organized into specific neighborhoods, or Digital Zips. We have approximately 44,000, 39,000 and 5,300 Digital Zips in the United States, Europe and Canada, respectively. We create a profile for each Digital Zip by using third-party data and proprietary data captured by our consumer purchase intent model, including IP addresses and consumer online browsing data, and any limit to our access or use of these types of data could impact our ability to match the most likely community of local buyers with specific products, which could have an adverse effect on our ability to successfully execute our customers’ digital marketing campaigns on a real-time basis. Our customers often share with us enterprise data, such as point of sale and spending information, and certain customers provide us with supply chain management and customer relationship management data. If our enterprise customers do not share their data, our ability to scale and provide our solution could be adversely affected. In addition, our ability to successfully leverage vast amounts of data is dependent upon our continued ability to access and utilize up-to-date data. Our ability to access and use such data could be restricted by a number of factors, including consumer choice, restrictions imposed by our customers, changes in technology and new developments in laws, regulations and industry standards. If the data we utilize is out-of-date or stale, our predictions, recommendations and business intelligence will be ineffective and our reputation will suffer. Further, we sometimes use cookies and other tracking mechanisms to deliver our solution, and certain web browsers, including Safari, currently block or are planning to block some or all third-party cookies by default. As a result, we could be blocked from serving advertisements on the basis of cookies to users that utilize web browsers that block third-party cookies. Any limitation on our ability to collect data would make it more difficult for us to deliver effective solutions that meet the needs of national brands. This, in turn, could adversely affect our business and operating results.
We may experience outages and disruptions of our services or experience data security incidents if we fail to maintain adequate security and supporting infrastructure our systems, which may harm our brand and reputation, result in regulatory enforcement, actions or litigation and negatively impact our revenue and results of operations.
Creating the appropriate support for our technology platform, including storing large amounts of data and managing our computational infrastructure, is expensive and complex, and our failure to create and maintain such support, particularly as we scale our system to support the growth in our business, could result in operational inefficiencies, disruptions or failures and increased vulnerability to cyber-attacks. Cyber-attacks could diminish the quality of our services and our performance for customers. Cyber-attacks could include denial-of-service attacks impacting service availability (including the ability to deliver advertisements) and reliability; the exploitation of software vulnerabilities in Internet-facing applications; social engineering of system administrators (tricking company employees into releasing control of their systems to a hacker) or the introduction of computer viruses or malware into our systems with a view to steal confidential or proprietary data. Cyber-attacks of increasing sophistication may be difficult to detect and could result in the theft of our intellectual property and our data or our customers’ data. In addition, we are vulnerable to unintentional errors or malicious actions by persons with authorized access to our systems that exceed the scope of their access rights, or unintentionally or intentionally alter parameters or otherwise interfere with the intended operations of our platform. The steps we take to increase the reliability, integrity and security of our systems as they scale may be expensive and may not prevent system failures or unintended vulnerabilities resulting from the increasing number of persons with access to our systems, complex interactions within our technology platform, the increasing number of connections with third-party partners and vendors’ technology and the increasing volume of data analyzed by our systems. If we experience a security incident involving consumer data, or we do not comply with legal requirements or industry standards concerning data security, we could face regulatory enforcement actions or private litigation. Operational errors or failures or successful cyber-attacks also could result in damage to our reputation and loss of customers and other business partners which could harm our business. In addition, we could be adversely impacted by outages and disruptions in the online platforms of our key business partners, such as the RTB exchanges, which we rely upon for access to inventory.

50

We use co-location facilities to deliver our services. Any disruption of service at these facilities could harm our business.
We maintain servers at co-location facilities in San Jose, California; Santa Clara, California; Somerset, New Jersey; Morrisville, North Carolina; Austin, Texas; Ashburn, Virginia; and Amsterdam, the Netherlands, and expect to add other data centers at co-location facilities in the future. Although we control the actual computers, networks and storage systems upon which our platform runs, and deploy them to the data center facilities, we do not control the operation of the facilities. The owners of the facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements on commercially reasonable terms, we may be required to transfer to a new facility or facilities, and we may incur significant costs and possible service interruption in connection with doing so.
The facilities are vulnerable to damage or service interruption resulting from human error, intentional bad acts, earthquakes, hurricanes, tornadoes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. The occurrence of a natural disaster or an act of terrorism, any outages or vandalism or other misconduct, or a decision to close the facility without adequate notice or other unanticipated problems could result in lengthy interruptions in our services. If we were to lose the data stored in any of our co-location facilities, it could take several days, if not weeks, to recreate this data from multiple sources, which could result in significant negative impact on our business operations, and potential damage to our customer and advertising agency relationships. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time.
Any changes in service levels at the co-location facilities or any errors, defects, disruptions or other performance problems at or related to the facilities that affect our services could harm our reputation and may damage our customers’ businesses. Interruptions in our services might reduce our revenue, subject us to potential liability, or result in reduced usage of our platform.
We also depend on third-party Internet-hosting providers and continuous and uninterrupted access to the Internet through third-party bandwidth providers to operate our business. If we lose the services of one or more of our Internet-hosting or bandwidth providers for any reason or if their services are disrupted, for example due to viruses or "denial-of-service" or other attacks on their systems, or due to human error, intentional bad acts, power loss, hardware failures, telecommunications failures, fires, wars, terrorist attacks, floods, earthquakes, hurricanes, tornadoes or similar events, we could experience disruption in our ability to offer our solution or we could be required to retain the services of replacement providers, which could increase our operating costs and harm our business and reputation.
Changes in market standards applicable to our solution could require us to incur substantial additional development costs.
Market forces, competitors’ initiatives, regulatory authorities, industry organizations and security protocols are causing the emergence of demands and standards that are or could be applicable to our solution. We expect compliance with these kinds of standards to become increasingly important to our customers and the consumers they sell their products to, and conforming to these standards is expected to consume a substantial and increasing portion of our development resources. If our solution is not consistent with emerging standards, our market position and sales could be impaired. If we fail to conform with these standards, we will be at a disadvantage to our competitors, and we may face regulatory enforcement actions or private litigation.
Our historical revenue growth has masked seasonal fluctuations in advertising activity. As growth declines or seasonal patterns become more pronounced, seasonality could have a material impact on our results.
We expect our revenue, operating results, cash flow from operations and other key operating and performance metrics to vary from quarter to quarter in part due to the seasonal nature of our customers’ spending on digital marketing campaigns. For example, many advertisers tend to devote a significant portion of their advertising budgets to the fourth quarter of the calendar year to coincide with consumer holiday spending. Moreover, media inventory in the fourth quarter may be more expensive due to increased demand for media inventory. Our historical revenue growth has partially masked the impact of seasonality, but if our growth rate declines or seasonal spending by our customers on marketing campaigns becomes more pronounced, seasonality could have a material impact on our revenue, operating results, cash flow from operations and other key operating and performance metrics from period-to-period.

51

We do not have long-term commitments from our customers, and we may not be able to retain customers or attract new customers to sustain or grow current revenue.
Most of our customers do business with us by placing insertion orders for particular digital marketing campaigns, either directly or through advertising agencies that act on their behalf. We rarely have any commitment from a customer beyond the campaign governed by a particular insertion order, and we frequently must compete to win further business from a customer. In accordance with the Interactive Advertising Bureau our insertion orders may also be cancelled by customers or their advertising agencies prior to the completion of the campaign without penalty. As a result, our success is dependent upon our ability to outperform our competitors and win repeat business from existing customers, while continually expanding the number of customers for which we provide services. Because we do not have long-term agreements, we may not accurately predict future revenue streams, and we cannot guarantee that our current customers will continue to use our solution, or that we will be able to replace departing customers with new customers that provide us with comparable revenue.
If mobile connected devices, their operating systems or content distribution channels, including those controlled by our competitors, develop in ways that prevent our digital marketing campaigns from being delivered to the users of these devices, our ability to grow our business will be impaired.
Our success in the mobile channel depends upon the continued ability of our technology platform to integrate with mobile inventory suppliers and provide advertising for most mobile connected devices, as well as integrate with the major operating systems that run on them and the thousands of applications that are downloaded onto them. The design of mobile devices and operating systems is controlled by third parties with which we do not have any formal relationships. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Technologies have been developed, and will likely continue to be developed, that can block the display of our advertisements, in particular with respect to mobile platforms. Network carriers may also impact the ability to access specified content on mobile devices. If our solution is or becomes unable to work on these devices or operating systems, either because of technological constraints or because a maker of these devices or developer of these operating systems wishes to impair our ability to provide advertisements on them, our ability to generate revenue could be significantly harmed.
The digital advertising market is relatively new and dependent on growth in various digital advertising channels. If this market develops more slowly or differently than we expect, our business, growth prospects and financial condition would be adversely affected.
The digital advertising market is relatively new and our solution may not achieve or sustain high levels of demand and market acceptance. The future growth of our business depends not only on the growth of the digital display advertising market, but also the expansion of other digital advertising channels and our ability to gain market share within those channels. In addition, our growth will depend on the increased adoption by the advertising industry of automation in lieu of manual operations for order placement. Any expansion of the market for digital advertising solutions depends on a number of factors and the cost, performance and perceived value associated with digital advertising solutions. If demand for digital display advertising, the expansion of other digital advertising channels and adoption of advertising automation does not continue to grow, or if digital advertising solutions or advertising automation do not achieve widespread adoption, our revenue and results of operations could be harmed.
We currently depend on display advertising. A decrease in the use of display advertising, or our inability to further penetrate display, mobile, social and video advertising channels would harm our business, growth prospects, operating results and financial condition.
Historically, our customers have predominantly used our solution for display advertising, and the substantial majority of our revenue is derived from advertisers, typically through their agencies, that use our solution for display advertising. We expect that display advertising will continue to be a significant channel for our customers. If our customers were to lose confidence in the value or effectiveness of display advertising, the demand for our solution may decline. In addition, our failure to achieve market acceptance of our solution for mobile, social and video advertising would harm our growth prospects, operating results and financial condition.

52

Our planned international expansion subjects us to additional costs and risks, may not yield returns in the foreseeable future, and may not be successful.
Currently, we have operations in the United Kingdom, which began in 2014. While non-U.S. operations are not currently material, we expect to expand our international operations in the future, and our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful.
Our international expansion presents challenges and risks to our business and requires significant attention from our management, finance, analytics, operations, sales and engineering teams to support digital marketing campaigns abroad. We may incur significant operating expenses as a result of our international expansion, and it may not be successful. Compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business abroad, may interfere with our ability to offer our solution competitively to customers in one or more countries, or at all, and may expose us or our employees to fines and penalties. Laws and regulations that may impact us include tax laws, employment laws, regulations related to data privacy and security, U.S. laws such as the Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to governmental officials and private entities, such as the U.K. Bribery Act. Violations of these laws or regulations could result in monetary damages, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business.
Our international business also subjects us to the impact of global and regional recessions and economic and political instability, including instability surrounding "Brexit," costs and difficulties in managing a distributed workforce, potentially adverse tax consequences in the United States and abroad and restrictions on the repatriation of funds to the United States. Our failure to manage these risks and challenges successfully could materially and adversely affect our business, financial condition and results of operations.
If we fail to detect fraud or if we serve our customers’ advertisements on objectionable websites, our brand and reputation will suffer, which would negatively impact our business, financial condition and results of operations.
Our business depends in part on providing our customers with a service that they trust, and we have contractual commitments to take reasonable measures to prevent customers’ advertisements from appearing on undesirable websites or on certain websites that they identify. We use proprietary technology to detect click fraud and block inventory that we suspect to be fraudulent. We also use third-party services in an effort to prevent our customers’ advertisements from appearing on undesirable websites. Preventing and combating fraud requires constant vigilance, and we may not always be successful in our efforts to do so. We may serve advertising on web sites that is objectionable to our customers, and we may lose the trust of our customers, which would harm our brand and reputation and negatively impact our business, financial condition and results of operations. We may also purchase inventory inadvertently that proves to be unacceptable for digital marketing campaigns, such as advertising inventory on objectionable or undesirable websites, in which case we would be responsible for the cost and could not bill that cost to any customer.
Our revenue could decline and our operations could be impeded if our access to quality media inventory or impressions is diminished or if we fail to acquire new media inventory or impressions.
Our success depends on our ability to secure quality media inventory on reasonable terms across a broad range of advertising networks and exchanges, including RTB exchanges, such as Google’s DoubleClick Ad Exchange, OpenX, Rubicon Project, MoPub, PubMatic and AppNexus, as well as suppliers of video and mobile inventory.
The amount, quality and cost of inventory and impressions available to us can change at any time. For the year ended December 31, 2015, five RTB exchanges each provided 10% or more of our total impression purchases. These five exchanges together accounted for approximately 93% of our total impression purchases, with the largest exchange accounting for approximately 27%. If we are not able to access the impressions on any of these exchanges due to a change in our relationship with that exchange or the exchange’s financial difficulty, our revenue could decline and growth could be impeded.
Our media inventory suppliers are generally not bound by long-term agreements. As a result, there is no guarantee that we will have access to a consistent supply of quality inventory. Moreover, the number of competing intermediaries that purchase advertising inventory from RTB exchanges continues to increase, which could put upward pressure on inventory costs. If we are unable to compete favorably for media inventory available on RTB exchanges, or if RTB exchanges decide not to make their media inventory available to us, we may not be able to place advertisements at competitive rates or find alternative sources of inventory with comparable traffic patterns and consumer demographics in a timely manner.

53

Suppliers control the real-time bidding process for the inventory they supply, and their processes may not always work in our favor. For example, suppliers may place restrictions on the use of their inventory, including prohibiting the placement of advertisements on behalf of certain customers. Through the bidding process, we may not win the media inventory that we have selected and may not be able to replace media inventory that is no longer made available to us. Moreover, any material changes to, or the disappearance of, the real-time bidding ecosystem could negatively impact our business by limiting our ability to target and selectively purchase impressions.
If we are unable to maintain a consistent supply of quality media inventory for any reason, our business, customer retention and loyalty, financial condition and results of operations could be harmed.
Our sales and marketing efforts may not yield returns in the foreseeable future, if at all.
We have developed our sales and marketing teams to educate potential and prospective customers, either directly or through the advertising agencies that act on their behalf, about the value of our solution. We are often required to explain how our solution can optimize digital marketing campaigns in real time. We often spend substantial time and resources responding to requests for proposals from potential customers or their advertising agencies, including developing material specific to the needs of such potential customers. We may not be successful in attracting new customers despite our efforts in our business development, sales and marketing organizations.
If we do not effectively develop our sales team, we may be unable to add new customers or increase sales to our existing customers and our business will be adversely affected.
We continue to be substantially dependent on our sales team to obtain new customers and to drive sales from our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training, integrating and retaining sufficient numbers of sales personnel. New hires require significant training and it may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, either directly or through advertising agencies that act on their behalf, our business will be adversely affected.
Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations.
Our business depends on the overall demand for advertising and on the economic health of the national brands that are our current and prospective customers. Economic downturns or instability in political or market conditions may cause current or new customers to reduce their advertising budgets or choose lower cost alternative providers. Adverse economic conditions and general uncertainty about economic recovery are likely to affect our business prospects. Concern over such downturns or economic recovery could cause customers to delay, decrease or cancel purchases of our solution; and expose us to increased credit risk on customer orders, which, in turn, could negatively impact our business, financial condition and results of operations. In addition, concern over continued geopolitical turmoil in many parts of the world have and may continue to put pressure on global economic conditions, which could lead to reduced spending on advertising.
Failure to comply with industry self-regulation could harm our reputation and our business.
We have committed to complying with the Network Advertising Initiative’s Code of Conduct and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising in the United States, as well as similar self-regulatory principles in Europe adopted by the Interactive Advertising Bureau—Europe and the European Digital Advertising Alliance. If we make mistakes in the future, or our opt-out mechanisms fail to work as designed, or if Internet users misunderstand our technology or our commitments with respect to these principles, we may, as a result, be subject to negative publicity, government investigation, government or private litigation, or investigation by self-regulatory bodies or other accountability groups. Any such action against us could be costly and time consuming, require us to change our business practices, cause us to divert management’s attention and our resources and be damaging to our reputation and our business.

54

Real or perceived errors or failures in our software and systems could adversely affect our operating results and growth prospects and could cause us reputational harm.
We depend upon the sustained and uninterrupted performance of our technology platform to: operate over a thousand digital marketing campaigns at any given time; manage our inventory supply; bid on inventory for each campaign; serve or direct a third party to serve advertising; collect, process and interpret data; optimize campaign performance in real time and provide billing information to our financial systems. If our technology platform cannot scale to meet demand, or if there are errors in our execution of any of these functions on our platform, then our business may be harmed. Because our software is complex, undetected errors and failures may occur, especially when new versions or updates are made. We do not have the capability to test new releases or updates to our code on a small subset of digital marketing campaigns, which means that bugs or errors in code could impact all campaigns on our platform. Despite testing by us, errors or bugs in our software have in the past, and may in the future, not be found until the software is in our live operating environment. For example, we have experienced failures in our bidding system to recognize or respond to budget restrictions for digital marketing campaigns, resulting in overspending on media inventory, and we may in the future have failures in our systems that cause us to buy more media than our customers are contractually obligated to pay for, which could be costly and harm our operating results. Errors or failures in our software could also result in negative publicity, damage to our reputation, loss of or delay in market acceptance of our solution, increased costs or loss of revenue, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required or choose to expend additional resources to help mitigate any problems resulting from errors in our software. We may make errors in the measurement of our digital marketing campaigns causing discrepancies with our customers’ measurements leading to a lack in confidence in our technology platform. If measurement errors or discrepancies relate to marketing campaigns for which we have billed amounts to customers, we may have the need to provide the customer with "make-goods," or standard credits given to advertisers for campaigns that have not been delivered properly. Alleviating problems resulting from errors in our software could require significant expenditures of capital and other resources and could cause interruptions, delays or the cessation of our business, any of which would adversely impact our financial position, results of operations and growth prospects.
Our future success depends on the continuing efforts of our key employees, including our three founders, Joseph Epperson, Gretchen Joyce and Kurt Carlson, and on our ability to hire, retain and motivate additional key employees.
Our future success depends heavily upon the continuing services of our key employees, including our three founders, Joseph Epperson, our president and chief executive officer, Gretchen Joyce, our chief operating officer, and Kurt Carlson, our chief technology officer, and on our ability to attract and retain members of our management team and other highly skilled employees, including software engineers, analytics and operations employees and sales professionals. The market for talent in our key areas of operations is intensely competitive. None of our founders or other key employees has an employment agreement for a specific term, and any of our employees may terminate his or her employment with us at any time.
New employees often require significant training and, in many cases, take significant time to achieve full productivity. As a result, we may incur significant costs to attract and retain employees, including salaries, benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. In addition, if we move into new geographies, we will need to attract and recruit skilled employees in those areas. We have little experience with recruiting outside of the United States, and may face additional challenges in attracting, integrating and retaining international employees. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and retain skilled employees.

55

We may require additional capital to support our operations, and such capital might not be available on terms acceptable to us, if at all, which may in turn hamper our growth and adversely affect our business.
We intend to continue to make investments to support our business and may require additional funds to respond to business challenges, including the need to develop new features or enhance our platform, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in additional public or private equity, equity-linked or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be adversely affected. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Operating and Capital Expenditure Requirements."
Our corporate culture has contributed to our success, and if we cannot maintain it, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
As of September 30, 2016, we had 369 employees in the United States and 11 employees in the United Kingdom, compared with 403 employees in the United States and seven employees in the United Kingdom as of September 30, 2015. We believe our corporate culture has been a critical component of our success as we believe it fosters innovation, teamwork, passion for customers and focus on execution, while facilitating knowledge sharing across our organization. As we continue to develop and change, we may find it difficult to preserve our corporate culture, which could reduce our ability to innovate and operate effectively. In turn, the failure to preserve our culture could negatively affect our ability to attract, recruit, integrate and retain employees, continue to perform at current levels and effectively execute our business strategy.
We rely on advertising agencies that act on behalf of our customers, and we incur the cost of a digital marketing campaign before we bill for our services. Potential delays in payment or non-payment could have an adverse effect on our results of operations and financial condition.
A substantial majority of our revenue is sourced through advertising agencies, which act as agents for disclosed principals that are the advertisers. Typically, the advertising agency pays for our services once it has received payment from the advertiser for our services. However, we are obligated to pay for media inventory we have purchased from RTB exchanges before receiving such payments from the advertising agency. This delay in payment, which is typically more prolonged than the delay in payment we experience when we bill advertisers directly, could negatively impact our liquidity and financial condition. Contracting with these agencies could subject us to greater liquidity risk than when we contract with advertisers directly and to credit risk if an agency is unable to pay us once paid by the advertiser. These risks may vary depending on the nature of an advertising agency’s aggregated advertiser base and the related timing of payment to the agency by our customer. There can be no assurance that we will not experience significant delays in payment in the future. Our agreements with advertising agencies typically provide that if the advertiser does not pay the agency, the agency is not liable to us and we must seek payment solely from the advertiser. Any such delays in payment to the agency by our customer and any failure by the advertiser to pay the agency or the agency to pay us could have a material adverse effect on our results of operations.
Because we generally bill our customers over the term of the agreement, near-term declines in new or renewed agreements generating revenue may not be reflected immediately in our operating results.
Most of our revenue in each quarter is derived from agreements entered into with our customers during the previous three months. Consequently, a decline in new or renewed customer agreements in any one quarter may not be fully reflected in our revenue for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales and market acceptance of our solution, and potential changes in our rate of renewals or renewal terms, may not be fully reflected in our results of operations until future periods. In addition, we may be unable to adjust our cost structure rapidly enough, or at all, to take account of reduced revenue. Our business model also makes it difficult for us to rapidly increase our total revenue through additional sales in any period, as revenue from new customers must be earned over the applicable agreement term based on the value of their monthly advertising spend.

56

Fluctuations in the exchange rates of foreign currencies could negatively impact our financial results.
We anticipate international sales and operations to become an increasingly important part of our business. Such sales and operational expenses may be subject to unexpected regulatory requirements and other barriers. Any fluctuation in the exchange rates of these foreign currencies, particularly in light of the "Brexit" vote and other recent political developments, may negatively impact our business, financial condition and results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide us from foreign currency fluctuations and can themselves result in losses.
Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our solution without compensating us, thereby eroding our competitive advantages and harming our business.
Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop under the intellectual property laws of the United States, so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be adversely affected. We rely on trademark, copyright, trade secret and patent laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies. Our patent strategy is still in its early stages and while we have a small number of pending patent applications, valid patents may not be issued from our pending applications, and the claims eventually allowed on any patents may not be sufficiently broad to protect our technology or offerings and services. Any issued patents may be challenged, invalidated or circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Additional uncertainty may result from changes to intellectual property legislation enacted in the United States, including the recent America Invents Act, and other national governments and from interpretations of the intellectual property laws of the United States and other countries by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to obtain adequate patent protection, or to prevent third parties from infringing upon or misappropriating our intellectual property.
Unauthorized parties may attempt to copy aspects of our technology or obtain and use information that we regard as proprietary. We generally enter into confidentiality and/or license agreements with our employees, consultants, vendors and customers, and generally limit access to and distribution of our proprietary information. However, we cannot assure you that any steps taken by us will prevent misappropriation of our technology and proprietary information. Policing unauthorized use of our technology is difficult. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the United States, and mechanisms for enforcement of our proprietary rights in such countries may be inadequate. From time to time, legal action by us may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. Such litigation could result in substantial costs and the diversion of limited resources and could negatively affect our business, operating results and financial condition. If we are unable to protect our proprietary rights (including aspects of our technology platform) we may find ourselves at a competitive disadvantage to others that have not incurred the same level of expense, time and effort to create and protect their intellectual property.
We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
Third parties may assert claims of infringement of intellectual property rights in proprietary technology against us or against our customers for which we may be liable or have an indemnification obligation. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, limit our ability to use certain technologies and could distract our management from our business.
Although such third parties may offer a license to their technology, the terms of any offered license may not be acceptable and the failure to obtain a license or the costs associated with any license could cause our business, results of operations or financial condition to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from providing certain solutions or services or that requires us to pay substantial damages, including treble damages if we are found to have willfully infringed such claimant’s patents or copyrights, royalties or other fees. Any of these events could seriously harm our business, operating results and financial condition.

57

Our solution relies on third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our solution or cause us to make generally available portions of our proprietary code.
Our platform relies on software licensed to us by third-party authors under "open source" licenses. The use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.
Although we monitor our use of open source software to avoid subjecting our solution to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our services. Moreover, we cannot guarantee that our processes for controlling our use of open source software will be effective. If we are held to have breached the terms of an open source software license, we could be required to seek licenses from third parties to continue operating our platform on terms that are not economically feasible, to re-engineer our platform or the supporting computational infrastructure to discontinue use of certain code, or to make generally available, in source code form, portions of our proprietary code, any of which could adversely affect our business, operating results and financial condition.
Our growth depends, in part, on the success of our strategic relationships with third parties, including ready access to hardware in key locations to facilitate the delivery of our solution and reliable management of Internet traffic.
We anticipate that we will continue to depend on various third-party relationships to grow our business. We continue to pursue additional relationships with third parties, such as technology and content providers, RTB exchanges, market research companies, co-location facilities and other strategic partners. Identifying, negotiating and documenting relationships with third parties requires significant time and resources as does integrating third-party data and services.
Our agreements with providers of technology, data, computer hardware, co-location facilities and RTB exchanges are typically non-exclusive, do not prohibit them from working with our competitors or from offering competing services and do not typically have minimum purchase commitments. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce purchases of our solution. In addition, these third parties may not perform as expected under our agreements with them, and we may have disagreements or disputes with such third parties, which could negatively affect our brand and reputation.
In particular, our continued growth depends on our ability to source computer hardware, including servers built to our specifications, and the ability to locate those servers and related hardware in co-location facilities in the most desirable locations to facilitate the timely delivery of our services. Similarly, disruptions in the services provided at co-location facilities that we rely upon can degrade the level of services that we can provide, which may harm our business. We also rely on our integration with many third-party technology providers to execute our business on a daily basis. We must efficiently direct a large amount of network traffic to and from our servers to consider tens of billions of bid requests per day, and each bid typically must take place in approximately 100 milliseconds. We rely on a third-party domain name service, or DNS, to direct traffic to our closest data center for efficient processing. If our DNS provider experiences disruptions or performance problems, this could result in inefficient balancing of traffic across our servers as well as impair or prevent web browser connectivity to our site, which may harm our business.


58

If our assumptions or estimates relating to our critical accounting policies change or prove to be incorrect, our operating results could fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations," the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, stock-based compensation, internal-use software, accrued liabilities and income taxes.
We may acquire other businesses, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect our results of operations.
As part of our business strategy, we may make investments in or acquisitions of complementary companies, products or technologies. However, we have not made any acquisitions to date, and as a result, our ability as an organization to acquire and integrate other companies, products or technologies in a successful manner is unproven. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, the advertising agencies that represent them, and investors or could subject us to class action lawsuits that often follow public company acquisitions. In addition, if we are unsuccessful at integrating employees or technologies acquired, our revenue and results of operations could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or use the acquired technology or employees, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or the value of our common stock. The sale of equity or issuance of convertible debt to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations, could weaken our financial position and the agreements governing such indebtedness could include covenants or other restrictions that would impede our ability to manage our operations or pay dividends on our common stock.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.
We may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. At December 31, 2015, we had U.S. federal net operating loss carryforwards, or NOLs, of $47.3 million, state NOLs of $41.5 million and foreign operating loss carry forwards of $4.5 million. A lack of future taxable income would adversely affect our ability to utilize these NOLs. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an "ownership change" is subject to limitations on its ability to utilize its NOLs to offset future taxable income. We believe that we experienced an ownership change under Section 382 of the Code in prior years that may limit our ability to utilize a portion of the NOLs. In addition, future changes in our stock ownership, including future offerings, as well as other changes that may be outside of our control, could result in additional ownership changes under Section 382 of the Code. Our NOLs may also be impaired under similar provisions of state law. We have recorded a full valuation allowance related to our NOLs and other net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. Our NOLs may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

59

We are subject to government regulations concerning our employees, including wage-hour laws and taxes.
We are subject to applicable rules and regulations relating to our relationship with our employees, including health benefits, unemployment and similar taxes, overtime and working conditions, immigration status and classification of employee benefits for tax purposes. Legislated increases in additional labor cost components, such as employee benefit costs, workers’ compensation insurance rates, compliance costs and fines, as well as the cost of litigation in connection with these regulations, would increase our labor costs. Moreover, we are subject to various laws and regulations in federal, state and foreign jurisdictions that impose varying rules and obligations on us with respect to the classification of employee benefits for income tax and other purposes and that require us to report and/or withhold in respect of such items. In addition, many employers nationally have been subject to actions brought by governmental agencies and private individuals under wage-hour laws on a variety of claims, such as improper classification of workers as exempt from overtime pay requirements and failure to pay overtime wages properly, with such actions sometimes brought as class actions, and these actions can result in material liabilities and expenses. Should we be subject to employment litigation, such as actions involving wage-hour, overtime, break and working time, it may distract our management from business matters and result in increased labor costs.
We may be subject to governmental export, import and sanctions requirements that could subject us to liability or impair our ability to compete in international markets.
Our operations may be subject to U.S. export controls, including the Export Administration Regulations, or EAR, as well as economic sanctions enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC. To the extent that we export proprietary software that contains or is secured by encryption technology, the EAR may require us to meet various compliance responsibilities, including complying with encryption registration, classification requests, and export licensing requirements. Furthermore, EAR and OFAC compliance requirements prohibit the shipment of certain products and services to designated countries, entities and individuals targeted by U.S. sanctions. These EAR and OFAC obligations could impact our ability to pursue business opportunities outside the United States and subject us to liability for failure to meet applicable compliance requirements.
In addition, various foreign countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to deploy our technology or could limit our customers’ ability to use our solution in those countries. Changes in our technology or in applicable import and export regulations may create delays in the introduction or deployment of our technology in international markets, prevent our customers with international operations from using our solution globally or, in some cases, prevent certain transactions with designated countries, entities or individuals. Such changes in applicable import, export and sanctions laws, including possible shifts in the manner in which respective governments enforce such requirements, could result in decreased use of our solution by, or in our decreased ability to export our technology to, international markets. Any decreased use of our solution or limitation on our ability to export our technology or to sell our solution would likely adversely affect our business, financial condition and results of operations.
Our tax liabilities may be greater than anticipated.
The U.S. and non-U.S. tax laws applicable to our business activities are subject to interpretation. We are subject to audit by the Internal Revenue Service and by taxing authorities of the state, local and foreign jurisdictions in which we operate. Our tax obligations are based in part on our corporate operating structure, including the manner in which we develop, value, and use our intellectual property and sell our solution, the jurisdictions in which we operate, how tax authorities assess revenue-based taxes such as sales and use taxes, the scope of our international operations and the value we ascribe to our intercompany transactions. Taxing authorities may challenge our tax positions and methodologies for valuing developed technology or intercompany arrangements, as well as our positions regarding jurisdictions in which we are subject to certain taxes, which could expose us to additional taxes and increase our worldwide effective tax rate. Any adverse outcomes of such challenges to our tax positions could result in additional taxes for prior periods, interest, and penalties as well as higher future taxes. In addition, our future tax expense could increase as a result of changes in tax laws, regulations or accounting principles, or as a result of earning income in jurisdictions that have higher tax rates. An increase in our tax expense could have a negative effect on our financial position and results of operations. Moreover, the determination of our provision for income taxes and other tax liabilities requires significant estimates and judgment by management, and the tax treatment of certain transactions is uncertain. Although we believe we will make reasonable estimates and judgments, the ultimate outcome of any particular issue may differ from the amounts previously recorded in our financial statements and any such occurrence could materially affect our financial position and results of operations.

60

Risks Related to Ownership of Our Common Stock
The market price of our common stock has been and may be volatile and the value of our common stock could decline.
The trading price of our common stock has been and may be volatile for the foreseeable future. For example, since shares of our common stock were sold in our initial public offering in March 2015, the price of our common stock on the New York Stock Exchange, or beginning May 13, 2016 on the Nasdaq, as adjusted for a 1-for-4 reverse stock split of our outstanding capital stock on April 25, 2016, has ranged from a low of $4.64 to a high of $44.96 through November 4, 2016. In addition, the trading prices of the securities of technology companies in general have been highly volatile. Accordingly, the market price of our common stock is likely to be subject to wide fluctuations. Factors that could cause fluctuations in the trading price of our common stock, in addition to those in this "Risk Factors" section, include the following:
•
announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
•
price and volume fluctuations in the overall stock market from time to time;
•
significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular;
•
competitive factors;
•
fluctuations in the trading volume of our shares or the size of our public float;
•
actual or anticipated changes or fluctuations in our results of operations or key metrics;
•
whether our results of operations or key metrics meet our forecasts or the expectations of securities analysts or investors or those expectations change;
•
litigation involving us, our industry, or both;
•
regulatory developments in the United States, foreign countries, or both;
•
the impact of macroeconomic, market and political factors and trends, including in light of "Brexit," and other recent political developments;
•
major catastrophic events;
•
sales of large blocks of our common stock;
•
departures of key employees; or
•
an adverse impact on the company from any of the other risks cited in this report.
In addition, if the market for technology stocks or the stock market, in general, experience a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation, and we are presently the target of the securities litigation described under "Legal Proceedings." Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have a material adverse effect on our business, results of operations and financial condition.
Sales of substantial amounts of our common stock in the public markets, or the perception that sales might occur, could reduce the price of our common stock and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate.


61

We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.
Insiders will continue to have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.
Our directors and executive officers and their affiliates, in the aggregate, beneficially own approximately 58% of the outstanding shares of our common stock, based on the number of shares outstanding as of September 30, 2016. As a result, these stockholders will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a manner that is adverse to your interests. This concentration of ownership may have the effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.
The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are required to comply with the applicable requirements of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations involves legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. Although we have already hired additional employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.
Being a public company and these rules and regulations may make it more expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired.
We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the Nasdaq. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. In this fiscal year, we are performing system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Annual Report on Form 10-K for this fiscal year, as required by Section 404 of the Sarbanes-Oxley Act. As a result, we are incurring substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts. Prior to our initial public offering, we were never required to test our internal controls within a specified period, and, as a result, we may experience difficulty in producing accurate financial statements.
We may discover weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

62

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the Securities and Exchange Commission, or SEC, or other regulatory authorities.
We are an "emerging growth company," and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
For so long as we remain an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not "emerging growth companies," including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for so long as we are an "emerging growth company," which could be until December 31, 2020. Investors may find our common stock less attractive because we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of an extended transition period for complying with new or revised accounting standards. However, we chose to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
If securities or industry analysts do not publish research or reports about our business, or publish unfavorable research reports about our business, our share price and trading volume could decline.
The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us publishes unfavorable commentary about us or changes their opinion of our business prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
We do not intend to pay dividends for the foreseeable future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. In addition, our loan and security agreement contains a restriction on our ability to pay dividends.
Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:
•
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
•
the ability of our board of directors to issue shares of convertible preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

63

•
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
•
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
•
the requirement that a special meeting of stockholders may be called only by a majority vote of our entire board of directors, the chairman of our board of directors or our chief executive officer, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
•
the requirement for the affirmative vote of holders of at least 662/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt; and
•
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.
Our stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.
On March 4, 2016, our board of directors approved a stock repurchase program of up to $4.0 million. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, an assessment by management and our board of directors of cash availability and other market conditions. The program may be suspended or discontinued at any time without prior notice. Repurchases pursuant to our stock repurchase program could affect the price of our common stock and increase its volatility. The existence of our stock repurchase program could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program's effectiveness.

64

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Recent Sales of Unregistered Securities
None.
(b) Use of Proceeds
On March 11, 2015, we closed our initial public offering of 1,625,000 shares of our common stock at a public offering price of $46.00 per share, as adjusted for the April 25, 2016 1-for-4 reverse stock split of our outstanding shares of capital stock. The offer and sale of all of the shares in the initial public offering were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-201833), which was declared effective by the SEC on March 5, 2015. There have been no material changes in our use of the proceeds from our initial public offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act and other periodic reports previously filed with the SEC.
(c) Issuer Purchases of Equity Securities
None.
Item 3.  Default upon Senior Securities.
None.
Item 4.  Mine Safety Disclosures.
Not applicable.
Item 5.  Other Information.
None.
Item 6.  Exhibits.
See the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

65

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  
 
 
MAXPOINT INTERACTIVE, INC.
 
 
 
Date: November 10, 2016
 
By:
 
/ s /    Joseph Epperson
 
 
Name:
 
Joseph Epperson
 
 
Title:
 
President, Chief Executive Officer and Chairman
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
By:
 
/ s /    Brad Schomber
 
 
Name:
 
Brad Schomber
 
 
Title:
 
Chief Financial Officer
 
 
 
 
(Principal Financial and Accounting Officer)

66

INDEX TO EXHIBITS
 
 
 
 
Incorporated by Reference
Exhibit No.
 
Description
 
Form
 
File No.
 
Exhibit
 
Filing Date
3.1
 
Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc.
 
8-K
 
001-36864
 
3.1
 
3/12/2015
3.2
 
Amended and Restated Bylaws of MaxPoint Interactive, Inc.
 
8-K
 
001-36864
 
3.2
 
3/12/2015
3.3
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc.
 
8-K
 
001-36864
 
3.1
 
4/25/2016
10.1
 
Third Amendment to Loan and Security Agreement, dated September 30, 2016, between the Registrant and Silicon Valley Bank.
 
8-K
 
001-36864
 
10.1
 
10/5/2016
10.2
 
Forms of restricted stock unit agreements under the 2015 Equity Incentive Plan
 
 
 
 
 
 
 
 
10.3
 
CSOP under the 2015 Equity Incentive Plan and forms of agreements thereunder
 
 
 
 
 
 
 
 
10.4
 
Form of UK stock option agreement under the 2015 Equity Incentive Plan
 
 
 
 
 
 
 
 
31.1
 
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
31.2
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
32.1†
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
32.2†
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document.
 
 
 
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document.
 
 
 
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
 
 
 
 
 
 
†
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of MaxPoint Interactive, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, regardless of any general incorporation language contained in any filing. 

67