10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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

Commission File Number: 1-36039

YuMe, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

(650) 591-9400

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

As of October 31, 2016, there were 34,299,307 shares of the Registrant’s common stock outstanding.

YuMe, Inc.

FORM 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2016 and 2015	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	50
Signature		51

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

YuMe, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

	As of September 30, 2016			As of December 31, 2015
Assets				(1)
Current assets:
Cash and cash equivalents	$	31,169		$	17,859
Marketable securities		31,280			30,600
Restricted cash		—			292
Accounts receivable, net		44,769			67,131
Prepaid expenses and other current assets		4,828			3,978
Total current assets		112,046			119,860
Marketable securities, long-term		1,250			11,724
Property, equipment and software (net of accumulated depreciation and amortization of $21,934 and $17,366 at September 30, 2016 and December 31, 2015, respectively)		13,015			12,110
Goodwill		3,902			3,902
Intangible assets, net		163			659
Restricted cash, non-current		728			403
Deposits and other assets		592			416
Total assets	$	131,696		$	149,074
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,039		$	12,080
Accrued digital media property owner costs		14,219			17,155
Accrued liabilities		12,956			16,767
Deferred revenue		214			214
Capital lease		8			—
Total current liabilities		36,436			46,216
Capital lease, non-current		15			—
Other long-term liabilities		675			77
Deferred tax liability		20			178
Total liabilities		37,146			46,471
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock: $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2016 and December 31, 2015		—			—
Common stock: $0.001 par value; 200,000,000 shares authorized as of September 30, 2016 and December 31, 2015; 34,447,903 and 34,455,220 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		36			34
Treasury stock: 1,431,717 and 66,666 shares as of September 30, 2016 and December 31, 2015, respectively		(4,966	)		—
Additional paid-in-capital		157,445			150,001
Accumulated deficit		(57,715	)		(47,167	)
Accumulated other comprehensive loss		(250	)		(265	)
Total stockholders’ equity		94,550			102,603
Total liabilities and stockholders’ equity	$	131,696		$	149,074

(1) The condensed consolidated balance sheet data as of December 31, 2015 was derived from audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See accompanying notes to condensed consolidated financial statements.

1

YuMe, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenue	$	34,953		$	38,870		$	114,861		$	119,418
Cost of revenue		18,050			21,470			58,642			66,172
Gross profit		16,903			17,400			56,219			53,246
Operating expenses:
Sales and marketing		12,730			14,888			40,144			45,423
Research and development		2,850			2,961			8,462			8,104
General and administrative		5,877			5,901			17,954			17,772
Total operating expenses		21,457			23,750			66,560			71,299
Loss from operations		(4,554	)		(6,350	)		(10,341	)		(18,053	)
Interest and other income (expense), net
Interest expense		(1	)		(3	)		(6	)		(6	)
Other income (expense), net		26			(137	)		(146	)		(136	)
Total interest and other income (expense), net		25			(140	)		(152	)		(142	)
Loss before income taxes		(4,529	)		(6,490	)		(10,493	)		(18,195	)
Income tax expense (benefit)		(65	)		44			55			170
Net loss	$	(4,464	)	$	(6,534	)	$	(10,548	)	$	(18,365	)
Net loss per share:
Basic	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)
Diluted	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)
Weighted-average shares used to compute net loss per share:
Basic		34,314			34,071			34,524			33,626
Diluted		34,314			34,071			34,524			33,626

See accompanying notes to condensed consolidated financial statements.

2

YuMe, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net loss	$	(4,464	)	$	(6,534	)	$	(10,548	)	$	(18,365	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(12	)		(11	)		(69	)		(35	)
Change in fair value of marketable securities		(15	)		10			84			16
Other comprehensive income (loss)		(27	)		(1	)		15			(19	)
Comprehensive loss	$	(4,491	)	$	(6,535	)	$	(10,533	)	$	(18,384	)

See accompanying notes to condensed consolidated financial statements.

3

YuMe, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2016			2015
Operating activities:
Net loss	$	(10,548	)	$	(18,365	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,108			4,294
Stock-based compensation		6,638			6,734
Allowance for doubtful accounts receivable		825			457
Deferred income taxes		(158	)		(179	)
Amortization of premiums on marketable securities, net		247			306
Changes in operating assets and liabilities:
Accounts receivable		21,425			18,596
Prepaid expenses and other current assets		(979	)		(437	)
Deposits and other assets		(181	)		(57	)
Accounts payable		(3,023	)		(3,362	)
Accrued digital media property owner costs		(2,936	)		(2,290	)
Accrued liabilities		(3,674	)		(3,603	)
Deferred revenue		—			25
Other liabilities		598			(30	)
Net cash provided by operating activities		13,342			2,089
Investing activities:
Purchases of property and equipment		(2,014	)		(2,340	)
Capitalized software development costs		(3,130	)		(2,673	)
Change in restricted cash		(33	)		—
Purchases of marketable securities		(13,024	)		(38,897	)
Maturities of marketable securities		22,656			24,684
Net cash provided by (used in) investing activities		4,455			(19,226	)
Financing activities:
Repayments of borrowings under capital leases		—			(41	)
Proceeds from exercise of common stock options and employee stock purchase plan		1,070			2,127
Repurchases of common stock		(4,966	)		—
Cash used to net-share settle equity awards		(666	)		—
Net cash provided by (used in) financing activities		(4,562	)		2,086
Effect of exchange rate changes on cash and cash equivalents		75			(35	)
Change in cash and cash equivalents		13,310			(15,086	)
Cash and cash equivalents—Beginning of period		17,859			38,059
Cash and cash equivalents—End of period	$	31,169		$	22,973
Supplemental disclosures of cash flow information
Cash paid for income taxes	$	499		$	347
Non-cash investing and financing activities
Purchases of property and equipment under capital lease obligations	$	24		$	—
Purchases of property and equipment recorded in accounts payable	$	25		$	32
Stock-based compensation capitalized for internal-use software	$	401		$	390

See accompanying notes to condensed consolidated financial statements.

4

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Description of Business

Organization and Nature of Operations

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

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

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2016. The condensed consolidated balance sheet as of December 31, 2015, included herein was derived from the Company’s audited consolidated financial statements as of that date but does not include all disclosures required by GAAP, including notes to the financial statements.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the interim periods stated.

Basis of Consolidation

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

Certain Significant Risks and Uncertainties

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

2. Summary of Significant Accounting Policies

Use of Estimates

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

5

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for one year and permits early adoption as early as the original effective date of ASU 2014-09. Accordingly, the Company may adopt the standard in January 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company anticipates it will adopt the standard in January 2018 and has not yet selected a transition method. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This standard eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply this standard prospectively. A reporting entity may also apply this standard retrospectively to all periods presented in the financial statements. The Company adopted this standard prospectively as of January 1, 2016 and the impact to the consolidated financial statements was not material.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the standard clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.

In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This ASU clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. This guidance will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). This ASU was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows and will be effective as of January 1, 2017, with early adoption permitted. The Company does not expect the impact of adopting this standard to be material.

6

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Concentrations and Other Risks

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

Credit risk with respect to accounts receivable is dispersed due to the large number of advertising customers. Collateral is not required for accounts receivable. The Company performs ongoing credit evaluations of customers’ financial condition and periodically evaluates its outstanding accounts receivable and establishes an allowance for doubtful accounts receivable based on the Company’s historical experience, the current aging and circumstances of accounts receivable and general industry and economic conditions. Accounts receivable are written off by the Company when it has been determined that all available collection avenues have been exhausted. If circumstances change, higher than expected bad debts may result in future write-offs that are greater than the Company’s estimates.

No customers accounted for 10% or more of the Company’s accounts receivable as of September 30, 2016 or December 31, 2015. One agency customer accounted for 10.4% of the Company’s revenue in the three months ended September 30, 2016. No customers accounted for 10% or more of the Company’s revenue in the three months ended September 30, 2015 and the nine months ended September 30, 2016 and 2015.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Allowance for doubtful accounts receivable:
Balance – beginning of period	$	1,890		$	1,606		$	1,961		$	1,471
Allowance for doubtful accounts receivable		638			234			825			457
Doubtful accounts receivable write-offs		(135	)		(377	)		(393	)		(465	)
Balance – end of period	$	2,393		$	1,463		$	2,393		$	1,463

3. Cash, Cash Equivalents, Marketable Securities and Derivative Instruments

The Company’s cash equivalents consist of highly liquid fixed-income investments with original maturities of three months or less at the time of purchase. Short- and long-term marketable securities are comprised of highly liquid available-for-sale financial instruments (primarily corporate bonds, commercial paper and certificates of deposit) with final maturities of at least three months but no more than 24 months from the date of purchase. None of the Company’s marketable securities were in a continuous loss position for over twelve months as of September 30, 2016.

Beginning in the second quarter of 2015, the Company entered into non-designated derivative instruments, specifically foreign currency forward contracts, to partially offset the foreign currency exchange gains and losses generated by the re-measurement of certain assets and liabilities denominated in non-functional currencies. The Company’s foreign currency forward contracts have terms of no more than 12 months, are classified as Level 2 and are valued using alternative pricing sources, such as spot currency rates, that are observable for the entire term of the asset or liability. These derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in other income (expense), net in the consolidated statement of operations.

The cost, gross unrealized gains and losses and fair value of the Company’s cash and cash equivalents, marketable securities and foreign currency forward contracts consisted of the following as of September 30, 2016 and December 31, 2015 (in thousands):

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2016:
Cash	$	20,832	$	—	$	—		$	20,832
Cash equivalents:
Money market funds		10,337		—		—			10,337
Total cash and cash equivalents		31,169		—		—			31,169
Marketable securities:
Corporate bonds		20,419		5		(9	)		20,415
Government agency bonds		8,523		2		—			8,525
Commercial paper		3,590		—		—			3,590
Total marketable securities		32,532		7		(9	)		32,530
Total cash, cash equivalents and marketable securities	$	63,701	$	7	$	(9	)	$	63,699
Forward currency forward contracts	$	—	$	—	$	(22	)	$	(22	)

7

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2015:
Cash	$	7,638	$	—	$	—		$	7,638
Cash equivalents:
Money market funds		10,221		—		—			10,221
Total cash and cash equivalents		17,859		—		—			17,859
Marketable securities:
Corporate bonds		31,372		—		(78	)		31,294
Government agency bonds		6,544		—		(8	)		6,536
Commercial paper		4,494		—		—			4,494
Total marketable securities		42,410		—		(86	)		42,324
Total cash, cash equivalents and marketable securities	$	60,269	$	—	$	(86	)	$	60,183
Forward currency forward contracts	$	—	$	—	$	(10	)	$	(10	)

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

Restricted Cash

The Company’s lease agreement for its New York office requires a security deposit in the amount of $0.4 million to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord. The letter of credit is subject to renewal annually until the lease expires in September 2027. On July 1, 2020, the required security deposit will decrease to $0.3 million.

The lease agreement for the Company's previous New York office required a security deposit in the amount of $0.3 million to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord. The letter of credit expired in the second quarter of 2016.

In the three months ended September 30, 2016, the Company entered in to a $0.3 million deed as security against overdrafts on a bank account to be used for processing payroll in the United Kingdom. The term of the deed is continuous until it is released by the bank. The amount of the deed is recorded as restricted cash, non-current in the condensed consolidated balance sheets.

4. Fair Value of Financial Instruments

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

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 – Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions.

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

8

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

The following tables present information about the Company’s money market funds, marketable securities and foreign currency forward contracts, measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands):

	Fair Value Measurements at September 30, 2016
	Level 1		Level 2			Level 3		Total
Money market funds (1)	$	10,337	$	—		$	—	$	10,337
Marketable securities:
Corporate bonds	$	—	$	20,415		$	—	$	20,415
Government and agency bonds				8,525					8,525
Commercial paper		—		3,590			—		3,590
Total marketable securities	$	—	$	32,530		$	—	$	32,530
Foreign currency forward contracts (2)	$	—	$	(22	)	$	—	$	(22	)

(1) Included in “Cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of September 30, 2016.

(2) Included in “Accrued liabilities” in the accompanying condensed consolidated balance sheet as of September 30, 2016.

	Fair Value Measurements at December 31, 2015
	Level 1		Level 2			Level 3		Total
Money market funds (1)	$	10,221	$	—		$	—	$	10,221
Marketable securities:
Corporate bonds	$	—	$	31,294		$	—	$	31,294
Government and agency bonds		—		6,536			—		6,536
Commercial paper		—		4,494			—		4,494
Total marketable securities	$	—	$	42,324		$	—	$	42,324
Foreign currency forward contracts (2)	$	—	$	(10	)	$	—	$	(10	)

(1) Included in “Cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of December 31, 2015.

(2) Included in “Accrued liabilities” in the accompanying condensed consolidated balance sheet as of December 31, 2015.

5. Foreign Currency Transaction Risk—Foreign Currency Forward Contracts

The Company transacts business in various foreign currencies and in the second quarter of 2015 established a program that utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. Under this program, to the Company enters into foreign currency forward contracts so that increases or decreases in foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with the Company’s foreign currency transactions. The Company may suspend this program from time to time. Foreign currency exposures typically arise from British pound and euro denominated transactions that the Company expects to cash settle in the near term, which are charged against earnings in the period incurred. The Company’s foreign currency forward contracts are short-term in duration.

9

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company does not use foreign currency forward contracts for trading purposes nor does it designate forward contracts as hedging instruments pursuant to ASC 815. Accordingly, the Company records the fair values of these contracts as of the end of its reporting period to its condensed consolidated balance sheets with changes in fair values recorded to its condensed consolidated statement of operations. Given the short duration of the forward contracts, the amount recorded is not significant. The balance sheet classification for the fair values of these forward contracts is prepaid expenses and other current assets for a net unrealized gain position, and accrued liabilities for a net unrealized loss position. The statement of operations classification for changes in fair value of these forward contracts is other expense, net for both realized and unrealized gains and losses.

The Company expects to continue to realize gains or losses with respect to its foreign currency exposures, net of gains or losses from its foreign currency forward contracts. The Company’s ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that it enters into, the currency exchange rates associated with these exposures and changes in those rates, the net realized gain or loss on its foreign currency forward contracts and other factors. As of September 30, 2016, the notional amount and the aggregate fair value of the forward contracts the Company held to purchase U.S. dollars in exchange for British pounds and euros was $5.2 million. Net foreign exchange transaction gains/(losses) relating to the Company’s British pound sterling and euro forward contracts are included in other income (expense), net in the Company’s condensed consolidated statements of operations.

In the three and nine months ended September 30, 2016, foreign exchange transaction losses, net of foreign exchange gains on our British pound and euro forward contracts, were $0.1 million and $0.4 million, respectively. In the three and nine months ended September 30, 2015, foreign exchange transaction losses, net of foreign exchange gains on our British pound and euro forward contracts, were $0.2 million and $0.3 million, respectively.

6. Goodwill and Intangible Assets

Goodwill remained unchanged at $3.9 million as of September 30, 2016 and December 31, 2015.

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

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-Average Remaining Life (years)
September 30, 2016:
Developed technology	$	2,950	$	(2,787	)	$	163		0.3
Customer relationships		104		(104	)		—		—
Non-compete agreement		53		(53	)		—		—
	$	3,107	$	(2,944	)	$	163
December 31, 2015:
Developed technology	$	2,950	$	(2,300	)	$	650		1.0
Customer relationships		104		(95	)		9		0.4
Non-compete agreement		53		(53	)		—		—
	$	3,107	$	(2,448	)	$	659

Amortization expense for both the three months ended September 30, 2016 and 2015 was $0.2 million. Amortization expense for both the nine months ended September 30, 2016 and 2015 was $0.5 million. Amortization expense related to developed technology is included as a component of “Cost of revenue” in the condensed consolidated statements of operations.

Estimated future amortization expense of purchased intangible assets at September 30, 2016 was as follows (in thousands):

	Amount
Three months ending December 31, 2016	$	163

7. Borrowings

In November 2014, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to borrow up to a maximum of $25.0 million collateralized by the Company’s cash deposits, accounts receivable and equipment, as well as certain other assets. The Loan and Security Agreement requires the Company to comply with certain financial and reporting covenants, including maintaining an adjusted quick ratio of at least 1.6 to 1.0. Annual fees under the agreement total one quarter of 1.0% of the average unused balance of the credit line per annum. As of September 30, 2016 and December 31, 2015, the Company had no borrowings outstanding under this credit line and was in compliance with all financial and reporting covenants. The Company determined not to renew the Loan and Security Agreement with SVB and it expired in early November 2016.

10

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Commitments and Contingencies

Leases

The Company leases office facilities under various non-cancellable operating leases that expire through September 2027. Rent expense under operating leases totaled $0.7 million and $2.5 million for the three and nine months ended September 30, 2016, respectively, and totaled $0.7 million and $2.3 million in the three and nine months ended September 30, 2015, respectively. In addition, the Company leases certain equipment and computers under capital lease arrangements that expire in July 2019.

Purchase Commitments

During the normal course of business, to secure adequate ad inventory and impressions for its sales arrangements, the Company periodically enters into agreements with digital media property owners that require purchase of a minimum number of impressions on a monthly or quarterly basis. Purchase commitments as of September 30, 2016 expire on various dates through December 2016.

Legal Proceedings

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

Indemnification Agreements

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

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

9. Stockholders’ Equity

Preferred Stock

In association with the Company’s initial public offering in 2013 (“IPO”), the board of directors authorized the Company to issue up to 20,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2016 and December 31, 2015 no shares of preferred stock were outstanding.

Common Stock

At September 30, 2016 and December 31, 2015 there were 34,447,903 and 34,455,220 shares of common stock issued and outstanding, respectively. The following table summarizes common stock activity during the nine months ended September 30, 2016:

	Number of Shares
Outstanding at December 31, 2015		34,455,220
Option exercises		7,518
RSUs released, net of shares withheld for taxes		903,714
Common stock issued in connection with employee stock purchase plan		446,502
Repurchases of common stock		(1,365,051	)
Outstanding at September 30, 2016		34,447,903

11

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Treasury Stock

In addition to the 1,365,051 shares repurchased in the nine months ended September 30, 2016, the Company has 66,666 shares of treasury stock related to the acquisition of Crowd Science, for a total of 1,431,717 shares of treasury stock. Treasury stock is carried at cost and could be re-issued if the Company determined to do so.

Equity Incentive Plans

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

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

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

The following table summarizes option activity:

	Number of Shares (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1) (in thousands)
Balance at December 31, 2015		4,360		$	5.04		6.30	$	1,480
Granted		306		$	3.61
Exercised		(8	)	$	1.21
Canceled and forfeited		(509	)	$	4.81
Balance at September 30, 2016		4,149		$	4.97		5.83	$	1,785
Vested as of September 30, 2016 and expected to vest thereafter (2)		4,036		$	4.97		5.75	$	1,763
Vested and exercisable as of September 30, 2016		3,233		$	4.84		5.19	$	1,661

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

(2) Options expected to vest reflect an estimated forfeiture rate.

12

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The weighted average grant date fair value of options granted was $1.93 for both the three and nine months ended September 30, 2016, and was $1.43 and $2.78 in the three and nine months ended September 30, 2015, respectively. The aggregate intrinsic value represents the difference between the market value of the Company’s common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of options exercised was not material for the three and nine months ended September 30, 2016, respectively, and was $0.1 million and $0.5 million for the three and nine months ended September 30, 2015, respectively.

The following table summarizes restricted stock unit activity:

	Number of Shares (in thousands)			Weighted Average Fair Value at Grant		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1) (in thousands)
Balance at December 31, 2015		1,619		$	5.39		0.99	$	5,681
Granted		1,914		$	3.84
Released		(1,093	)	$	5.25
Canceled and forfeited		(337	)	$	4.22
Balance at September 30, 2016		2,103		$	4.23		1.29	$	8,348

(1) The intrinsic value of RSUs is based on the Company’s closing stock price as reported by the New York Stock Exchange on September 30, 2016 and December 31, 2015.

The total grant date fair value of RSUs vested during the three- and nine-month periods ended September 30, 2016 was $2.7 million and $5.7 million, respectively. The total grant date fair value of RSUs vested during the three- and nine-month periods ended September 30, 2015 was $2.0 million and $4.0 million, respectively. All of the Company’s RSUs that were released during the three and nine months ended September 30, 2016 and 2015 were net share settled. As such, upon each release date, RSUs were withheld to cover the required withholding tax, which is based on the value of the RSU on the release date as determined by the closing price of the Company’s common stock on the trading day of the settlement date. The remaining amounts are delivered to the recipient as shares of Company common stock.

Modification of Employee Stock Options

On January 2, 2015, the Company modified options to purchase 0.7 million shares of common stock previously granted to non-executive employees with exercise prices over $7.00 per share. The exercise price of the modified options was reduced to $5.14 per share, the closing price of the Company’s common stock on the New York Stock Exchange on January 2, 2015. No other terms of these options were modified. The Company expects to recognize an additional $0.4 million of stock-based compensation expense over the remaining vesting terms of the options as a result of the modification. As of September 30, 2016, an immaterial amount of additional stock-based compensation expense related to the modification remains to be expensed.

Employee Stock Purchase Plan

In July 2013, the Company adopted a 2013 Employee Stock Purchase Plan (the “2013 Purchase Plan”) that became effective on August 6, 2013. The 2013 Purchase Plan is designed to enable eligible employees to periodically purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. Purchases are accomplished through participation in discrete offering periods. The 2013 Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. The Company initially reserved 500,000 shares of its common stock for issuance under the 2013 Purchase Plan and shares reserved for issuance increase January 1 of each year by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase or (ii) such number of shares as may be determined by the board of directors.

13

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016			2015
Expected term (years)		0.50		0.50		0.50			0.50
Volatility		56%		56%		56%		56%	-	80%
Risk-free interest rate		0.44%		0.21%	0.44%	-	0.45%	0.07%	-	0.21%
Dividend yield		—		—		—			—

Stock Repurchase Program

On February 18, 2016, the Company announced its board of directors authorized a $10 million share repurchase program. The authorization has no set expiration date, but, subject to market conditions and other factors, is intended to be completed over the twelve months following its announcement. Purchases under this repurchase program are made in the open market and complied with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The cost of the repurchased shares is funded from available working capital. For accounting purposes, common stock repurchased under the Company’s stock repurchase program is recorded based upon the repurchase date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method.

Stock repurchase activity under the Company’s stock repurchase program during the nine months ended September 30, 2016 is summarized as follows (in thousands, except share and per share amounts):

	Total Number of Shares Repurchased		Average Price Paid per Share (1)		Amount of Repurchase
Cumulative balance at December 31, 2015		—	$	—	$	—
Repurchases of common stock (2)		1,365,051	$	3.64		4,996
Cumulative balance at September 30, 2016		1,365,051	$	3.64	$	4,996

(1) Average price paid per share includes commission.

(2) Includes $89,000 of cash used to purchase 22,200 treasury shares in late September 2016 that had not yet settled as of September 30, 2016.

In addition to the 1,365,051 shares repurchased under the repurchase program, the Company holds 66,666 shares of treasury stock related to the acquisition of Crowd Science, for a total of 1,431,717 shares of treasury stock. Treasury stock could be re-issued if the Company determined to do so.

Shares Reserved for Future Issuance

At September 30, 2016 and December 31, 2015, the Company has reserved the following shares of common stock for future issuance:

	September 30, 2016		December 31, 2015
Common stock reserved:
Common stock options		4,148,588		4,360,015
Restricted stock units		2,102,651		1,618,543
Shares available for future issuance under the 2013 Plan		4,220,585		3,680,862
Employee stock purchase plan		335,984		437,934
		10,807,808		10,097,354

14

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock-Based Compensation

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Expected term (years)		6.00			6.00			6.00			6.00
Volatility		56	%		56	%		56	%		56%
Risk-free interest rate		1.895	%		1.72	%		1.895	%	1.54%	-	1.79%
Dividend yield		—			—			—			—
Weighted-average fair value	$	1.93		$	1.43		$	1.93			$2.78

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Cost of revenue (1)	$	49	$	64	$	144	$	245
Sales and marketing		706		729		2,152		2,655
Research and development (2)		304		299		924		819
General and administrative		1,078		1,032		3,418		3,015
Total employee stock-based compensation	$	2,137	$	2,124	$	6,638	$	6,734

(1) Excludes $6,000 for the nine months ended September 30, 2015 that was capitalized as part of internal-use software development costs.

(2) Excludes $126,000, and $401,000 for the three and nine months ended September 30, 2016, respectively, and $132,000 and $384,000 for the three and nine months ended September 30, 2015, respectively, that was capitalized as part of internal-use software development costs.

No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options during the three and nine months ended September 30, 2016 and 2015. As of September 30, 2016, there was $9.3 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards, which will be recognized over a weighted average period of 2.04 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 

401(k) Plan

The Company’s 401(k) Plan (the “401(k) Plan”) is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit of $18,000 for calendar years 2016 and 2015. The Company began matching employee contributions in April 2014. The Company will match 50% of each participating employee’s contributions up to a maximum of 6% of each employee’s eligible earnings with an annual maximum match of $2,500 per employee per year.

10. Income Taxes

The Company’s provision for income taxes consists of federal and state income taxes in the U.S. and income taxes in certain foreign jurisdictions, deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and the realization of net operating loss carryforwards. For the three and nine months ended September 30, 2016 and 2015, income tax expense was primarily related to state taxes and taxes due in foreign jurisdictions, primarily India and the United Kingdom.

15

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes our income tax expense and our effective tax rates for the three and nine months ended September 30, 2016 and 2015 (in thousands, except effective tax rate):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Loss before income taxes	$	(4,529	)	$	(6,490	)	$	(10,493	)	$	(18,195	)
Income tax expense (benefit)	$	(65	)	$	44		$	55		$	170
Effective tax rate		1.4	%		(0.7	)%		(0.5	)%		(0.9	)%

A valuation allowance is provided when it is more likely than not that the Company’s deferred tax assets will not be realized. The Company’s practice is to establish a full valuation allowance to offset domestic net deferred tax assets. As of September 30, 2016 and December 31, 2015, a full valuation allowance on domestic deferred tax assets were placed due to the uncertainty of realizing future tax benefits from the Company’s net operating loss carryforwards and other deferred tax assets. The federal and state valuation allowance increased by approximately $1.5 million and $4.3 million during the three and nine months ended September 30, 2016, respectively.

As of September 30, 2016, the Company has U.S. federal net operating loss carryforwards of approximately $32.6 million, expiring beginning in 2026. As of September 30, 2016, the Company has U.S. state and local net operating loss carryforwards of approximately $23.7 million, expiring beginning in 2016.

11. Net Loss per Share

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

Net Loss per Share Attributable to Common Stockholders	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Numerator:
Net loss	$	(4,464	)	$	(6,534	)	$	(10,548	)	$	(18,365	)
Denominator:
Weighted-average shares used in computing net loss per share:
Basic		34,314			34,071			34,524			33,626
Weighted-average effect of potentially dilutive shares:
Stock options		—			—			—			—
Restricted stock units		—			—			—			—
Diluted		34,314			34,071			34,524			33,626
Net loss per share:
Basic	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)
Diluted	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Stock options		4,084		4,667		4,235		3,738
Restricted stock units		562		466		507		391
Convertible common stock warrants		—		—		—		5
Employee stock purchase plan		31		96		52		109

16

YuMe, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12. Segments and Geographical Information

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Domestic	$	32,584	$	33,544	$	105,494	$	100,311
Foreign		2,369		5,326		9,367		19,107
Total revenue	$	34,953	$	38,870	$	114,861	$	119,418

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

13. Subsequent Event

As disclosed on our Form 8-K filed November 9, 2016, on November 8, 2016, the board of directors of the Company (the “Board”) approved a restructuring plan designed to reduce its operating expenses to realign the Company's cost structure with revenue. The Company anticipates that the restructuring plan will be implemented through the first quarter of 2017 and is currently expected to result in incremental fourth quarter 2016 cost savings of approximately $1.3 million. The elements of the Company’s restructuring plan include a workforce reduction and real estate consolidation.

As part of the restructuring plan, the Company expects to reduce its workforce by approximately 13 employees by the end of 2016. The changes to the workforce may vary by country, based on local legal requirements, as appropriate. In the fourth quarter of 2016, the Company expects the workforce reduction to result in approximately $1.4 million in severance costs and all other actions under the plan to result in costs of approximately $0.1 million. The Company will continue to consider additional restructuring activities as it deems necessary.

17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our condensed consolidated financial condition and results of operations in conjunction with the condensed consolidated financial statements and the related notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and in our audited consolidated financial statements and related notes thereto and the Management’s Discussion and Analysis and Results of Operations for the year ended December 31, 2015 appearing in our Annual Report on Form 10-K filed with the SEC on March 10, 2016.

Forward Looking Information

This Quarterly Report on Form 10-Q including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The statements that are not purely historical fact are forward-looking statements and are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in this section and those discussed in the section titled “Risk Factors” included under Part II, Item 1A of this Quarterly Report on Form 10-Q. Furthermore, such forward-looking statements speak only as of the date of this report. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

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

Overview

YuMe is a leading independent provider of multi-screen video advertising technology, connecting brand advertisers, digital media property owners and consumers of video content across a growing range of internet-connected devices. YuMe offers advertising customers end-to-end marketing solutions by combining data-driven technologies with deep insight into audience behavior. In 2015 we introduced our DSP platform, called YuMe for Advertisers, or YFA, to find relevant audiences and deliver targeted advertising and our SSP platform, called YFP 5.0, which helps aggregate audiences, define audience characteristics and offer monetization opportunities for digital media property owners. Because we provide solutions for both buyers and sellers of digital video advertising, we operate an “end-to-end” or “full-stack” programmatic platform.

Our digital video advertising solutions are purpose-built for brand advertisers, advertising agencies and digital media property owners. Through a sophisticated platform of proprietary embedded software, data science, machine-learning algorithms and programmatic tools, we deliver TV-scale video advertising campaigns to relevant, brand-receptive digital audiences. We aggregate these audiences across a wide range of internet-connected devices, which include personal computers, smartphones, tablets, set-top boxes, game consoles and internet-connected TVs, by providing global digital media property owners with proprietary software that monetizes their professionally produced content and applications with our advertising campaigns. Our industry leadership is reflected in our wide audience reach, large customer base and scale in data derived from our large embedded software base.

For our advertising customers, we overcome the complexities of delivering digital video brand advertising campaigns in a highly fragmented environment where audiences use an increasing variety of internet-connected devices to access thousands of online and mobile websites and applications. Our solutions deliver brand-optimized video advertising campaigns seamlessly across internet-connected devices. Our platform optimizes advertising campaign results that are relevant to brand advertisers, such as brand awareness, message recall, brand favorability, and purchase intent. Because of this, we believe brand advertisers and brand-focused agencies can find particular benefit in our private marketplace programmatic offering where brand advertisers are able to programmatically manage the audiences and digital media properties where their campaigns will run.

For global digital media property owners that supply advertising inventory, we offer a platform which enables us to make their inventory available to advertising customers and deliver digital video ads to the audiences of digital media property owners that are optimized for specific advertising customer needs. In order to categorize these audiences and provide a scalable, programmatic cross-platform monetization solution to digital media property owners, our platform gathers first party data through our cross-device SDK and incorporates third party data from partners. We then apply our data science capabilities to aggregate audiences that will be relevant to brand advertisers. In combination, these capabilities allow us to deliver ads to audiences that we expect to be receptive to specific brand messages, which drives better monetization for digital media property owners.

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

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

We generate revenue by delivering digital video ads on internet-connected devices. Our ads run when users choose to view video content on their devices. Advertising campaigns occur when customers submit orders to us and we fulfill those orders by delivering their digital video ads to audiences available through digital media properties, a process that we refer to as an advertising campaign. Advertising customers typically pay us on a CPM basis, of which we generally pay digital media property owners a negotiated percentage. Our customers primarily consist of large global brands and their advertising agencies. In the three months ended September 30, 2016, we had 438 customers, including 57 of the top 100 U.S. advertisers as ranked by Advertising Age magazine in 2015 (“the AdAge 100”), such as American Express, AT&T, GlaxoSmithKline, Home Depot and McDonald’s.

In 2015 we launched YFA, our buy-side programmatic buying solution. Programmatic buying is the automated purchase of digital advertising inventory through a combination of machine-based transactions, data and algorithms. Programmatic buying systems are an emerging and growing trend in the buying of digital advertising inventory. Advertisers are recognizing that an increased use of programmatic buying systems may constitute an effective way to achieve their campaign goals and cost savings. Our YFA buy-side programmatic solution is currently integrated with dozens of advertising partners. We expect revenue generated through our YFA platform to grow as the number of partners integrated with the platform grows and as these partners increasingly use the platform.

On November 9, 2016, we announced the commencement of a comprehensive review of strategic alternatives and have engaged advisors related to such review. We have not made any determination to enter into any strategic transaction, and there is no assurance that our review of strategic alternatives will result in any transaction being entered into or consummated.

Critical Accounting Policies and Estimates

We prepared our condensed consolidated financial statements 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, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, internal-use software development costs, income taxes and stock-based compensation have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

For further information on all of our critical accounting policies and estimates, refer to our 2015 Annual Report on Form 10-K, which was filed with the SEC on March 10, 2016.

Goodwill

As of September 30, 2016 goodwill recorded on our condensed consolidated balance sheet totaled $3.9 million. YuMe, Inc. is a single reporting unit for the purposes of reviewing impairment and recoverability of goodwill.

In accordance with FASB ASC 350, “Intangibles – Goodwill and Other,” we perform a goodwill impairment analysis at least annually (in the last quarter of each fiscal year), unless indicators of impairment exist in interim periods. However, because of the decline in the market price of our common stock (as quoted on the New York Stock Exchange) during the third quarter 2015, we performed a qualitative assessment as of September 30, 2015 to determine if it was more likely than not that the fair value of the YuMe, Inc. reporting unit exceeded its carrying value. In making this assessment, we evaluated overall business and macroeconomic conditions since the date of our last quantitative assessment, which was as of December 31, 2014.

As a result of the qualitative assessment, we decided to perform Step 1 of the goodwill impairment test to identify any potential impairment. Accordingly, we compared the fair value of the reporting unit (including goodwill) to the carrying value and determined that because the fair value exceeded the carrying value that goodwill was not impaired. We determined the fair value of the reporting unit by calculating the average of market price of our common stock for a period before and after September 30, 2015 and adjusting such average for an appropriate control premium. The resulting fair value was in excess of the carrying value of the reporting unit at September 30, 2015 and therefor none of the goodwill recorded on our condensed consolidated balance sheet was impaired.

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If the market price of the Company’s common stock experiences further and sustained declines from current levels, or if other events or circumstances change that would more likely than not reduce the fair value of the reporting unit below its respective carrying value, all or a portion of the $3.9 million of goodwill may be impaired in future periods.

We will perform the next annual goodwill impairment analysis again as of December 31, 2016. Examples of such events or circumstances that could change include (i) an adverse change in macroeconomic conditions; (ii) negative changes in the advertising technology market; (iii) increased cost factors that have a negative effect on our earnings and cash flows; (iv) negative or overall declining financial performance compared with our actual and projected results of relevant prior periods; (v) other events such as changes in our management, our key personnel, our strategy, or our customers; and (vi) a sustained decrease in our share price (considered in both absolute terms and relative to peers). Any impairment charges that we may take in the future could be material to our results of operations and financial condition.

Recent Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for one year and permits early adoption as early as the original effective date of ASU 2014-09. Accordingly, we may adopt the standard in January 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. We anticipate we will adopt the standard in January 2018 and we have not yet selected a transition method. We are currently evaluating the impact of adopting the new revenue standard on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This standard eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply this standard prospectively. A reporting entity may also apply this standard retrospectively to all periods presented in the financial statements. We adopted this standard prospectively as of January 1, 2016 and the impact to our consolidated financial statements was not material.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the standard clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. We are currently evaluating the impact of adopting this standard.

In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. We are currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This ASU clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. This guidance will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We are currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). This ASU was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows and will be effective as of January 1, 2017, with early adoption permitted. We do not expect the impact of adopting this standard to be material.

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Results of Operations

The following tables set forth our results of operations for the periods presented in dollars and as a percentage of revenue (certain items may not foot due to rounding). The period-to-period comparison of financial results is not necessarily indicative of future results. These tables include all adjustments, consisting only of normal recurring adjustments that we consider necessary for the fair statement of our condensed consolidated financial position and operating results for the quarters presented. Seasonality has caused, and is likely to continue to cause, fluctuations in our quarterly results.

	Three Months Ended September 30,										Nine Months Ended September 30,
	2016					2015					2016					2015
Condensed Consolidated Statements of Operations Data:	(dollars in thousands)
Revenue	$	34,953		100.0	%	$	38,870		100.0	%	$	114,861		100.0	%	$	119,418		100.0	%
Cost of revenue		18,050		51.6			21,470		55.2			58,642		51.1			66,172		55.4
Gross profit		16,903		48.4			17,400		44.8			56,219		48.9			53,246		44.6
Operating expenses
Sales and marketing		12,730		36.4			14,888		38.3			40,144		35.0			45,423		38.0
Research and development		2,850		8.2			2,961		7.6			8,462		7.4			8,104		6.8
General and administrative		5,877		16.8			5,901		15.2			17,954		15.6			17,772		14.9
Total operating expenses		21,457		61.4			23,750		61.1			66,560		58.0			71,299		59.7
Loss from operations		(4,554	)	(13.0	)		(6,350	)	(16.3	)		(10,341	)	(9.0	)		(18,053	)	(15.1	)
Loss before income taxes		(4,529	)	(13.0	)		(6,490	)	(16.7	)		(10,493	)	(9.1	)		(18,195	)	(15.2	)
Net loss	$	(4,464	)	(12.8	)%	$	(6,534	)	(16.8	)%	$	(10,548	)	(9.2	)%	$	(18,365	)	(15.4	)%

Revenue

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

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

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

	Three Months Ended September 30,				Change						Nine Months Ended September 30,				Change
	2016		2015		$			%			2016		2015		$			%
	(dollars in thousands)
Revenue	$	34,953	$	38,870	$	(3,917	)		(10.1	)%	$	114,861	$	119,418	$	(4,557	)		(3.8	)%

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For the three months ended September 30, 2016, revenue decreased $3.9 million, or 10.1%, compared to the three months ended September 30, 2015. The decrease in revenue was driven by a $2.9 million decrease in international revenue and a $1.0 million decrease in domestic revenue. The decrease in international revenue was primarily driven by a decline in sales in certain of our European offices associated largely with personnel turnover. The decrease in domestic revenue was primarily driven by certain brand advertisers spending less on our platform due to the effects of prior operational issues. The average revenue per advertising customer for the three months ended September 30, 2016 was $78,000, an increase of 16.8%, compared to $67,000 for the three months ended September 30, 2015. The increase in average revenue per advertising customer was primarily the result of an increase in the amount of spend of our top 20 advertising customers. Our top 20 advertising customers for the three months ended September 30, 2016 accounted for $16.5 million, or 47.2%, of our revenue, compared to $14.8 million, or 38.1%, of our revenue for the three months ended September 30, 2015. We had a total of 438 advertising customers in the three months ended September 30, 2016, a decrease of 23.3%, compared to 571 in the three months ended September 30, 2015. The decrease in the total number of advertisers was primarily a result of a decrease in the number of international advertising customers.

For the nine months ended September 30, 2016, revenue decreased $4.6 million, or 3.8%, compared to the nine months ended September 30, 2015. The decrease in revenue was primarily driven by a $9.8 million decrease in international revenue partially offset by a $5.2 million increase in domestic revenue. The decrease in international revenue was primarily driven by a decline in sales in certain of our European offices associated largely with personnel turnover. The average revenue per advertising customer for the nine months ended September 30, 2016 was $152,000, an increase of 9.1%, compared to $139,000 for the nine months ended September 30, 2015. The increase in average revenue per advertising customer was primarily the result of an increase in the amount of spend of our top 20 advertising customers. Our top 20 advertising customers for the nine months ended September 30, 2016 accounted for $50.4 million, or 43.9%, of our revenue, compared to $44.1 million, or 36.9%, of our revenue for the nine months ended September 30, 2015. We had 741 advertising customers in the nine months ended September 30, 2016, a decrease of 12.4%, compared to 846 in the nine months ended September 30, 2015. The decrease in the total number of advertisers was primarily a result of a decrease in the number of international advertising customers.

Cost of Revenue and Gross Profit

Our cost of revenue primarily consists of costs incurred with digital media property owners, typically under revenue-sharing arrangements. We refer to these costs as traffic acquisition costs. Generally, we incur traffic acquisition costs in the period the advertising impressions are delivered. In limited circumstances, we incur costs based on minimum guaranteed impressions. Cost of revenue also includes ad delivery costs such as labor and related costs, depreciation and amortization related to acquired technologies, internally developed software and data center assets, and internet access costs. These expenses are classified as cost of revenue in the corresponding period in which the revenue is recognized. We expect cost of revenues, including our traffic acquisition costs, to decline in 2016 compared to 2015 levels.

	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	2016			2015			$			%			2016			2015			$			%
	(dollars in thousands)
Cost of revenue	$	18,050		$	21,470		$	(3,420	)		(15.9	)%	$	58,642		$	66,172		$	(7,530	)		(11.4	)%
Percent of revenue		51.6	%		55.2	%								51.1	%		55.4	%
Gross profit	$	16,903		$	17,400		$	(497	)		(2.9	)%	$	56,219		$	53,246		$	2,973			5.6	%
Percent of revenue		48.4	%		44.8	%								48.9	%		44.6	%

For the three months ended September 30, 2016, cost of revenue decreased $3.4 million, or 15.9%, compared to the three months ended September 30, 2015. The decrease was primarily attributable to a $3.6 million decrease in traffic acquisition costs, third party services and ad delivery costs, partially offset by an increase of $0.2 million in other costs of revenues, including depreciation and amortization costs. Traffic acquisition costs decreased due to the decline in revenue and better targeting of suitable digital media inventory. For the three months ended September 30, 2016, cost of revenue, as a percentage of revenue, decreased to 51.6% from 55.2% for the three months ended September 30, 2015.

For the nine months ended September 30, 2016, cost of revenue decreased $7.5 million, or 11.4%, compared to the nine months ended September 30, 2015. The decrease was primarily attributable to a $7.2 million decrease in traffic acquisition costs, third party services and ad delivery costs. Additionally, other costs of revenues, including labor costs, decreased $0.3 million. Traffic acquisition costs decreased due to the decline in revenue, improvements in operational efficiency and better targeting of suitable digital media inventory. For the nine months ended September 30, 2016, cost of revenue, as a percentage of revenue, decreased to 51.1% from 55.4% for the nine months ended September 30, 2015.

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Sales and Marketing

We sell to our customers primarily through our direct sales force personnel, who have established relationships with major advertising agencies and direct relationships with advertisers. Our sales and marketing expenses primarily consist of salaries, benefits, stock-based compensation, travel and entertainment expenses, and incentive compensation for our sales and marketing employees. Sales and marketing expenses also include promotional, advertising and public relations costs, as well as depreciation, facilities and other supporting overhead costs. We expect sales and marketing expenses to decline on an absolute basis when compared to prior-year periods and as a percentage of revenue over the near term.

	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	2016			2015			$			%			2016			2015			$			%
	(dollars in thousands)
Sales and marketing	$	12,730		$	14,888		$	(2,158	)		(14.5	)%	$	40,144		$	45,423		$	(5,279	)		(11.6	)%
Percent of revenue		36.4	%		38.3	%								35.0	%		38.0	%

For the three months ended September 30, 2016, sales and marketing expenses decreased $2.2 million, or 14.5%, compared to the three months ended September 30, 2015. The decrease was primarily attributable to a decrease in employee compensation, benefits and other employee-related expenses, including stock-based compensation, primarily as a result of a decrease in the number of employees within our sales and marketing organization. For the three months ended September 30, 2016, sales and marketing expenses, as a percentage of revenue, decreased to 36.4% from 38.3% for the three months ended September 30, 2015, primarily as a result of the decrease in the number of sales and marketing employees.

For the nine months ended September 30, 2016, sales and marketing expenses decreased $5.3 million, or 11.6%, compared to the nine months ended September 30, 2015. The decrease was primarily attributable to a decrease in employee compensation, benefits and other employee-related expenses, including stock-based compensation, primarily as a result of a decrease in the number of employees within our sales and marketing organization. For the nine months ended September 30, 2016, sales and marketing expenses, as a percentage of revenue, decreased to 35.0% from 38.0% for the nine months ended September 30, 2015, primarily as a result of the decrease in the number of sales and marketing employees.

Research and Development

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

As of September 30, 2016 and 2015, we had 147 and 134 research and development employees, respectively. As of September 30, 2016, 113 research and development employees were located in our Chennai and Pune, India offices. We expect our research and development expenses to increase as we continue to invest in the research and development of our products, and to increase as a percentage of revenue in the short term. We believe that our eleven-year operating history and our ability to attract and retain the large pool of engineering talent available in India will help us expand our engineering resources and capabilities cost-effectively.

	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	2016			2015			$			%			2016			2015			$		%
	(dollars in thousands)
Research and development	$	2,850		$	2,961		$	(111	)		(3.7	)%	$	8,462		$	8,104		$	358		4.4	%
Percent of revenue		8.2	%		7.6	%								7.4	%		6.8	%

For the three months ended September 30, 2016, research and development expenses decreased $0.1 million, or 3.7%, compared to the three months ended September 30, 2015. The decrease was attributable to a decrease of $0.1 million in employee compensation, benefits and other employee-related expenses, including stock-based compensation. For the three months ended September 30, 2016, research and development expenses, as a percentage of revenue, increased to 8.2% from 7.6% for the three months ended September 30, 2015, primarily as a result of the increase in equipment support and maintenance and the decline in revenue.

For the nine months ended September 30, 2016, research and development expenses increased $0.4 million, or 4.4%, compared to the three months ended September 30, 2015. The increase was attributable to an increase of $0.4 million in other departmental expenses, including equipment support and maintenance. For the nine months ended September 30, 2016, research and development expenses, as a percentage of revenue, increased to 7.4% from 6.8% for the nine months ended September 30, 2015, primarily as a result of the increase in equipment support and maintenance.

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General and Administrative

Our general and administrative expenses primarily consist of salaries, benefits and stock-based compensation for our executive, finance, legal, human resources and other administrative employees. General and administrative expenses also include outside consulting, legal and accounting services, and facilities and other supporting overhead costs. We expect general and administrative expenses to remain at current levels in the near term.

	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
	2016			2015			$			%			2016			2015			$		%
	(dollars in thousands)
General and administrative	$	5,877		$	5,901		$	(24	)		(0.4	)%	$	17,954		$	17,772		$	182		1.0	%
Percent of revenue		16.8	%		15.2	%								15.6	%		14.9	%

For the three months ended September 30, 2016, general and administrative expenses decreased $24,000, or 0.4%, compared to the three months ended September 30, 2015. The decrease was primarily attributable to a $0.2 million decrease in employee compensation, benefits and other employee-related expenses, partially offset by an increase of $0.1 million in other general and administrative expenses, including increases in bad debt expense. For the three months ended September 30, 2016, general and administrative expenses, as a percentage of revenue, increased to 16.8% from 15.2% for the three months ended September 30, 2015, as a result of the decrease in revenue.

For the nine months ended September 30, 2016, general and administrative expenses increased $0.2 million, or 1.0%, compared to the three months ended September 30, 2015. The increase was primarily attributable to a $0.6 million increase in other general and administrative expenses, including rent and bad debt expense and outside legal and consulting fees related to our proxy contest. The incremental increase in general and administrative costs related to our proxy contest was $0.8 million in the nine months ended September 30, 2016. Partially offsetting this increase was a decrease of $0.4 million in employee compensation, benefits and other employee-related expenses. For the nine months ended September 30, 2016, general and administrative expenses, as a percentage of revenue, increased to 15.6% from 14.9% for the nine months ended September 30, 2015, primarily as a result of the proxy contest-related expenses.

Interest and Other Income (Expense), Net

Interest and other income (expense), net consists primarily of interest income earned on our cash equivalents and marketable securities, interest expense on our capital lease obligations, accretion and amortization on marketable securities, gains and losses on our derivative instruments and foreign exchange gains and losses.

	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			Change $			2016			2015			Change $
	(in thousands)
Interest income	$	147		$	180		$	(33	)	$	485		$	486		$	(1	)
Interest expense		(1	)		(3	)		2			(6	)		(6	)		—
Accretion and amortization on marketable securities		(66	)		(108	)		42			(244	)		(304	)		60
Transaction loss on foreign exchange		(66	)		(292	)		226			(742	)		(280	)		(462	)
Gain (loss) on derivative instruments		11			83			(72	)		357			(35	)		392
Other non-operating income (loss), net		—			—			—			(2	)		(3	)		1
Interest and other income (expense), net	$	25		$	(140	)	$	165		$	(152	)	$	(142	)	$	(10	)

For the three months ended September 30, 2016, interest and other income (expense), net was $25,000 compared to $(0.1) million for the three months ended September 30, 2015. The change was primarily due to $(0.1) million in foreign transaction exchange losses in the three months ended September 30, 2016 compared to a $(0.3) million loss in the three months ended September 30, 2015 as a result of fluctuations in the U.S. dollar against the British pound sterling and euro. In addition, we realized a gain of $11,000 on our derivative instruments in the three months ended September 30, 2016 compared to a gain of $0.1 million in the three months ended September 30, 2015. Our investments in derivative instruments are intended to mitigate a portion of our foreign transaction exchange gains and losses reported as income or expense on our statements of operations.

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For the nine months ended September 30, 2016, interest and other income (expense), net was $(0.2) million compared to $(0.1) million for the nine months ended September 30, 2015. The change was primarily due to $(0.7) million in foreign transaction exchange losses in the three months ended September 30, 2016 compared to a $(0.3) million loss in the nine months ended September 30, 2015 as a result of fluctuations in the U.S. dollar against the British pound sterling and euro. In addition, we realized a $0.4 million gain on our derivative instruments in the nine months ended September 30, 2016 compared to a $35,000 loss in the nine months ended September 30, 2015.

Provision for Income Taxes

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

	Three Months Ended September 30,								Nine Months Ended September 30,
	2016			2015		Change $			2016		2015		Change $
	(in thousands)
Income tax expense (benefit)	$	(65	)	$	44	$	(109	)	$	55	$	170	$	(115	)

For the three and nine months ended September 30, 2016 and 2015, income tax expense was primarily related to state taxes and taxes due in foreign jurisdictions.

Adjusted EBITDA

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net loss	$	(4,464	)	$	(6,534	)	$	(10,548	)	$	(18,365	)
Adjustments:
Interest expense		1			3			6			6
Income tax expense (benefit)		(65	)		44			55			170
Depreciation and amortization expense		1,682			1,567			5,090			4,294
Stock-based compensation expense		2,137			2,124			6,638			6,734
Proxy contest expenses		—			—			815			—
Total Adjustments		3,755			3,738			12,604			11,204
Adjusted EBITDA	$	(709	)	$	(2,796	)	$	2,056		$	(7,161	)

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

Our principal sources of liquidity are our cash, cash equivalents, and marketable securities. As of September 30, 2016, we had $63.7 million in cash, cash equivalents, and marketable securities. Cash equivalents and marketable securities as of September 30, 2016 are comprised of money market funds, corporate bonds, U.S. government and agency bonds and commercial paper. Cash held internationally as of September 30, 2016 totaled $5.3 million.

In November 2014, the Company entered into a Loan and Security Agreement with SVB to borrow up to a maximum of $25.0 million collateralized by the Company’s cash deposits, accounts receivable and equipment, as well as certain other assets. The Loan and Security Agreement requires the Company to comply with certain financial and reporting covenants, including maintaining an adjusted quick ratio of at least 1.6 to 1.0. Annual fees under the agreement total one quarter of 1.0% of the average unused balance of the credit line per annum. As of September 30, 2016 and December 31, 2015 the Company had no borrowings outstanding under this credit line and was in compliance with all financial and reporting covenants. The Company determined not to renew the Loan and Security Agreement with SVB and it expired in early November 2016.

On February 18, 2016, we announced a $10 million share repurchase program. The repurchase program has no set expiration date, but, subject to market conditions and other factors, is intended to be completed over the twelve months following its announcement. Purchases under this repurchase program are made in the open market and are intended to comply with Rule 10b-18 under the Exchange Act. The cost of the repurchased shares is funded from available working capital. Such repurchased shares are held in treasury and are presented using the cost method. As of September 30, 2016, we had purchased 1,365,051 shares of our common stock for $5.0 million (including 22,200 shares repurchased for $0.1 million that had not yet settled as of September 30, 2016) at an average price of $3.64 per share.

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

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

	Nine Months Ended September 30,
	2016			2015
Condensed Consolidated Statements of Cash Flows Data:	(in thousands)
Net cash provided by operating activities	$	13,342		$	2,089
Net cash provided by (used in) investing activities	$	4,455		$	(19,226	)
Net cash provided by (used in) financing activities	$	(4,562	)	$	2,086

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Operating Activities

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

We generated $13.3 million of cash from operating activities during the nine months ended September 30, 2016, primarily resulting from our net loss of $10.5 million, adjusted for non-cash charges related to:

• Depreciation and amortization of $5.1 million;

• Stock-based compensation of $6.6 million;

• Allowance for doubtful accounts receivable of $0.8 million;

• Amortization of premiums on marketable securities, net of $0.2 million; and

• Deferred income taxes of $(0.1) million.

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

• $21.4 million from a decrease in accounts receivable due to the timing of receipts from advertising customers;

• $(1.0) million from an increase in prepaid expenses and other current assets primarily due to the timing of payments for rent, insurance and other operating costs;

• $(9.6) million from a decrease in accounts payable, accrued digital media property owner costs and other accrued liabilities as a result of the timing of payments to our vendors; and

• $0.6 million from an increase in other liabilities.

We generated $2.1 million of cash from operating activities during the nine months ended September 30, 2015, primarily resulting from our net loss of $18.4 million, adjusted for non-cash charges related to:

• Depreciation and amortization of $4.3 million;

• Stock-based compensation of $6.7 million;

• Allowance for doubtful accounts receivable of $0.5 million;

• Amortization of premiums on marketable securities, net of $0.3 million; and

• Deferred income taxes of $(0.2) million.

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

• $18.6 million from a decrease in accounts receivable due to the timing of receipts from advertising customers;

• $0.4 million from an increase in prepaid expenses and other current assets primarily due to the timing of payments for rent, insurance and other operating costs; and

• $(9.3) million from a decrease in accounts payable, accrued digital media property owner costs and other accrued liabilities as a result of the timing of payments to our vendors.

Investing Activities

Our primary investing activities consist of (i) purchases of property and equipment to support the build out of our data centers and software to support website development and operations, and our corporate infrastructure, (ii) expenditures to develop internal-use software, and (iii) purchases of marketable securities, net of sales and maturities. Purchases of property and equipment may vary from period to period due to the timing of the expansion of our operations and website and internal-use software and development.

We generated $4.5 million of cash from investing activities during the nine months ended September 30, 2016. Significant cash increases (decreases) are as follows:

• $(2.0) million to purchase property, equipment and software;

• $(3.1) million to develop software for internal use;

• $(13.0) million to purchase marketable securities; and

• $22.7 million of proceeds from the maturities of marketable securities.

We used $19.2 million of cash for investing activities during the nine months ended September 30, 2015. Significant cash increases (decreases) are as follows:

• $(2.3) million to purchase property, equipment and software;

• $(2.7) million to develop software for internal use;

• $(38.9) million to purchase marketable securities; and

• $24.7 million of proceeds from the maturities of marketable securities.

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Financing Activities

Our financing activities consist primarily of the issuance of common stock upon the exercise of stock options and pursuant to our employee stock purchase plan, and, beginning in the three months ended March 31, 2016, tax payments related to net share settlement of equity awards and repurchases of our common stock.

We used $4.6 million of cash in financing activities during the nine months ended September 30, 2016. We used $5.0 million for repurchases of common stock and used $0.7 million to net-share settle equity awards, partially offset by $1.1 million of proceeds received for the issuance of common stock in association with our employee stock purchase plan and from the exercise of common stock options.

We generated $2.1 million of cash from financing activities during the nine months ended September 30, 2015. We received $2.1 million of proceeds for the issuance of common stock in association with our employee stock purchase plan and from the exercise of common stock options, partially offset by $41,000 of repayments of borrowings under capital leases.

Off Balance Sheet Arrangements

We did not have any off balance sheet arrangements as of September 30, 2016 and December 31, 2015.

Contractual Obligations

We lease various office facilities, including our corporate headquarters in Redwood City, California, under non-cancellable operating lease agreements that expire through September 2027. The terms of the lease agreements provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over the lease periods. Rent expense under operating leases totaled $0.7 million and $2.5 million for the three and nine months ended September 30, 2016 and totaled $0.7 million and $2.3 million for the three and nine months ended September 30, 2015, respectively.

We also have capital lease obligations and enter into agreements with digital media property owners that require the purchase of a minimum number of impressions on a monthly or quarterly basis. Our capital lease obligations mature in July 2019 and our purchase commitments expire on various dates through December 2016.

Our future minimum payments under these arrangements as of September 30, 2016 were as follows (in thousands):

	Payments Due by Period
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years
Operating lease obligations	$	18,235	$	3,365	$	7,460	$	3,301	$	4,109
Capital lease obligations		23		8		15		—		—
Traffic acquisition costs and other purchase commitments		175		175		—		—		—
Total minimum payments	$	18,433	$	3,548	$	7,475	$	3,301	$	4,109

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a significant penalty are not included in the table above. We have determined our uncertain tax positions as of September 30, 2016 will not result in any additional taxes payable by us. As a result, no amounts are shown in the table above relating to uncertain tax positions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Fluctuation Risk

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

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

To provide a meaningful assessment of the interest rate risk within our investment portfolio, we performed a sensitivity analysis to determine the impact a change in interest rates would have on the value of our portfolio. Based on investment positions as of September 30, 2016 a hypothetical 100 basis point increase in interest rates across all maturities in our portfolio would result in an immaterial incremental decline in the fair market value of our portfolio. Such losses would only be realized if we sold the investments prior to maturity. As such, we do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our operating results or financial condition. In future periods, we will continue to evaluate our investment policy in order to ensure that we continue to meet our overall objectives. We do not enter into investments for trading or speculative purposes.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally the British pound sterling and Euro. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and we expect we will continue to experience fluctuations in our net income (loss) as a result of transaction gains (losses) related to revaluing certain cash balances, trade accounts receivable balances and intercompany balances that are denominated in currencies other than the U.S. dollar. In the three and nine months ended September 30, 2016, foreign exchange transaction losses recorded to our condensed consolidated statements of operations, net of foreign exchange gains on our British pound and euro forward contracts, were $0.1 million and $0.4 million, respectively. In the three and nine months ended September 30, 2015, foreign exchange transaction losses recorded to our condensed consolidated statements of operations, net of foreign exchange gains on our British pound and euro forward contracts, were $0.2 million and $0.3 million, respectively.

In the second quarter of 2015 we established a program that utilizes foreign currency forward contracts to offset the risks associated with changes in the exchange rates of the currencies in which we do business, including the British pound sterling and the euro. Under this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with our foreign currency transactions. Our foreign currency forward contracts are short-term in duration. To the degree that our foreign revenues and expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business.

Inflation Risk

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

ITEM 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. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2016 at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recent fiscal quarter ended September 30, 2016 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

Risks Related to Our Business and Our Industry:

Our revenue has declined, we have incurred significant net losses, and we may not be profitable in the future.

We incurred net losses of $10.5 million in the nine months ended September 30, 2016 and incurred net losses of $16.7 million and $8.7 million for 2015 and 2014, respectively. We had net income of $0.3 million and $6.3 million for 2013 and 2012, respectively. We had an accumulated deficit of $57.7 million as of September 30, 2016. In 2015 and 2014, we did not generate sufficient revenue to offset operating expenses, which may occur in future periods as well. Our revenue has declined in recent periods as a result of a variety of factors, including intense competition and difficulties extending our geographical reach and our offerings, and we cannot assure you that our revenue will not decline further. You should not consider our historical revenue growth or operating expenses prior to recent periods as indicative of our future performance. If our revenue growth rate continues to decline or our operating expenses exceed expectations, our financial performance will be adversely affected. Further, if our future growth and operating performance fail to meet investor or analyst expectations, it could have a materially negative effect on our stock price.

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

We commenced operations in 2004 and, as a result, we have only a limited operating history upon which you can evaluate our business and prospects in a rapidly evolving industry. Because the digital video advertising industry is relatively new, we will encounter risks and difficulties frequently encountered by early-stage companies in rapidly evolving industries, including the need to:

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

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

• Compete with larger, better capitalized competitors in addressing industry trends such as programmatic buying and real-time bidding;

• Maintain quality and expand quantity of our advertising inventory;

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

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

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

• Identify, attract, retain and motivate qualified personnel; and

• Cost-effectively manage our operations, including our international operations.

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

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

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

• Seasonal patterns in advertising;

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

• Our variable and unpredictable transaction-based sales cycle;

• Changes in demand for our solutions;

• Advertising budgets of our advertiser customers;

• Advertiser cancellation of insertion orders;

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

• Changes in how digital advertising inventory is bought and sold;

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

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

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

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

• Costs necessary to improve and maintain our technologies;

• Discounts on our products offered to new and existing customers;

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

• Costs related to acquisitions of other businesses.

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

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

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

A substantial portion of our revenue depends on a small number of advertising agency customers representing a limited number of advertisers and a reduction in digital advertising purchased by those customers or advertisers could significantly reduce our revenue.

Brand advertisers represented by a limited number of advertising agencies account for a significant portion of our revenue. A significant reduction in our revenue from digital advertising purchased by these advertising agency customers or by one or more of the brand advertisers that they represent could materially harm our financial condition and results of operations.

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

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

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

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

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

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

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

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

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

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

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

Digital video advertising is shifting, in part, to programmatic buying, real-time bidding (“RTB”) and header bidding systems. Programmatic buying is the automated purchase of digital advertising inventory through a combination of machine-based transactions, data and algorithms. RTB, a subset of programmatic buying, is the real-time purchase and sale of advertising inventory on an impression-by-impression basis on ad exchanges. Header bidding refers to the process by which publishers offer inventory to multiple advertising exchanges or other buyers prior to communicating with the publisher's ad server. Programmatic buying, RTB and header bidding are emerging and growing trends in the buying and selling of digital advertising inventory. The recognition by advertisers that an increased use of programmatic buying, RTB and header bidding systems may constitute an effective way to achieve their campaign goals and cost savings, and the recognition by digital media property owners that they may achieve greater returns from an increased use of programmatic buying, RTB and header bidding systems is challenging our traditional pricing model. There can be no assurance that such trends, or the acceleration of such trends, will not erode our revenue. In 2014, we introduced Video Reach, our first generation demand-side programmatic buying solution which had limited revenue impact. We have continued to invest resources in expanding our programmatic products. In June 2015 we launched YuMe for Advertisers, or YFA, which is our second generation demand-side programmatic buying solution. We recently developed and currently offer a full end-to-end video-based programmatic solution. We may be unable to successfully sell, integrate or maintain this solution and there can be no assurance that our advertising customers or our network of digital media property owners will embrace or adopt our programmatic solution. The acceleration of these programmatic trends along with the lack of customer adoption of our programmatic solutions would cause our revenue to decrease and our business to suffer. In addition, the adoption of header bidding and resulting changes in advertiser and publisher behavior may lead to greater competition for available inventory, rapidly changing pricing dynamics and greater volatility in our operating results.

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

Our business relies on our ability to deliver successful and effective video advertising campaigns. Some of those campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate user traffic on websites. These activities could overstate the performance of any given video advertising campaign and could harm our reputation. It may be difficult for us to detect fraudulent or malicious activity because we do not own content and rely in part on our digital media properties to control such activity. These risks become more pronounced as the digital video industry shifts to programmatic buying. Industry self-regulatory bodies, the U.S. Federal Trade Commission (the “FTC”) and certain influential members of Congress have increased their scrutiny and awareness of, and have taken recent actions to address, advertising fraud and other malicious activity. While we routinely review the campaign performance on our digital media properties’ inventory, such reviews may not detect or prevent fraudulent or malicious activity. If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed. High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, refund or future credit demands or withdrawal of future business. In addition, advertisers increasingly rely on third party vendors to measure campaigns against audience guarantee, viewability and other requirements and to detect fraud. If we are unable to successfully integrate our technology with such vendors, or our measurement and fraud detection differs from their findings, our customers could lose confidence in our solutions, we may not get paid for certain campaigns and our revenues could decrease. Further, if we are unable to detect fraudulent or other malicious activities and advertisers demand fraud-free inventory, our supply could fall drastically, making it impossible to sustain our current business model. If we fail to detect fraudulent or other malicious activities that impact the performance of our brand advertising campaigns, we could harm our reputation with our advertisers or agencies and our revenue and business would suffer.

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

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

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

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

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

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

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Other risks associated with our international operations include:

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

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

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

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

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

• Economic and political instability and high levels of wage inflation;

• Potentially adverse tax consequences;

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

• Greater difficulty in enforcing contracts;

• Heightened risks of unethical, unfair or corrupt business practices, actual or alleged, in certain regions;

• Weaker intellectual property protection in some countries; and

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

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

Risks Relating to the Referendum of the United Kingdom’s Membership of the European Union.

The announcement of the Referendum of the United Kingdom’s (or the U.K.) Membership of the European Union (E.U.) (referred to as Brexit), advising for the exit of the United Kingdom from the European Union, has resulted in significant volatility in global stock markets and currency exchange rate fluctuations that resulted in the strengthening of the U.S. dollar against foreign currencies in which we conduct business. As described elsewhere in this 10-Q, we translate revenue denominated in foreign currency into U.S. dollars for our financial statements. During periods of a strengthening dollar, our reported international revenue is reduced becauseforeign currencies translate into fewer U.S. dollars. The announcement of Brexit may also create global economic uncertainty, which may cause our customers to closely monitor their costs and reduce their spending budget on our products and services.

If the Referendum is passed into law, negotiations would commence to determine the future terms of the U.K.’s relationship with the E.U., including the terms of trade between the U.K. and the E.U. The effects of Brexit will depend on any agreements the U.K. makes to retain access to E.U. markets either during a transitional period or more permanently. The measures could potentially disrupt the markets we serve and may cause us to lose customers, and employees. In addition, Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate.

Our dynamic international operations subjects us to new challenges and risks.

We have expanded our international operations over the past five years. However, we have a limited sales operations history as a company outside the United States, and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the challenges of multiple cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. International expansion will require us to invest significant funds and other resources. Expanding internationally subjects us to new risks that we have not faced before or increase risks that we currently face, including risks associated with:

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

• Challenges inherent to efficiently managing a number of employees over large geographic distances;

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

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

• Increased competition from local providers of digital video advertising solutions;

• Longer sales or collection cycles in some countries;

• Credit risk and higher levels of payment fraud;

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

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

• Currency exchange rate fluctuations;

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

• Economic and political instability in some countries;

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

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

• Overall higher costs of doing business internationally.

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

Our growth forecasts may suffer if we fail to gather sufficient data in a particular international market and effectively coordinate the demand for and supply of advertising inventory.

Our performance in a particular geographical market depends on having sufficient advertiser clients and publishers in that market utilizing our solution and our ability to coordinate the demand for and supply of advertising inventory in that market. In most instances digital media properties can change the terms and supply of ad inventory they make available to us at any time and if digital media properties increase the cost and/or reduce the supply of inventory available to us in international markets we may not be coordinated for optimization. As such, as we target new geographic markets, a failure to effectively manage demand for and the supply of advertising inventory could impair our growth forecasts in these markets and could result in lost revenue.

We may experience foreign currency gains and losses. Changes in currency exchange rates can adversely affect our profitability.

We incur foreign currency transaction gains and losses, primarily related to foreign currency exposures that arise from British pound and euro denominated transactions that we expect to cash settle in the near term, which are charged against earnings in the period incurred. We have a program which utilizes foreign currency forward contracts designed to offset the risks associated with certain foreign currency transaction exposures. We may suspend the program from time to time. As a part of this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in an effort to mitigate the risks and volatility associated with our foreign currency transaction gains or losses. We expect that we will continue to realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts. For example, we will experience foreign currency gains and losses in certain instances if it is not possible or cost effective to mitigate our foreign currency exposures, if our mitigation efforts are ineffective, or if we suspend our foreign currency forward contract program. Our ultimate realized loss or gain with respect to currency fluctuations will generally depend on the size and type of cross-currency exposures that we enter into, the currency exchange rates associated with these exposures and changes in those rates, whether we have entered into foreign currency forward contracts to offset these exposures and other factors. All of these factors could materially impact our results of operations, financial position and cash flows.

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

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

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

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

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If the use of “third party cookies” is rejected by internet users, restricted or otherwise subject to unfavorable regulation, our performance could decline and we could lose advertisers and revenue.

Cookies (small text files) are used to gather data to help support our products. These cookies are placed through an internet browser on an internet user’s computer and correspond to certain data sets on our servers. Cookies collect anonymous information, such as when an internet user views an ad, clicks on an ad, or visits one of our advertisers’ websites.

Cookies may easily be deleted or blocked by internet users. All of the most commonly used internet browsers allow internet users to modify their browser settings to prevent first party or third party cookies from being accepted by their browsers. Internet users can also delete cookies and/or download “ad blocking” software that prevents cookies from being stored on a user’s computer. If more internet users adopt these settings or delete their cookies more frequently than they currently do, our business could be harmed. In addition, the Safari browser blocks third party cookies by default, and other browsers may do so in the future. Unless such default settings in browsers are altered by internet users, we will be able to set fewer of our cookies in browsers, which could adversely affect our business. There have also been announcements that prominent advertising platforms plan to replace cookies with alternative web tracking technologies. These alternative mechanisms have not been described in technical detail, and have not been announced with any specific stated time line. It is possible that these companies may rely on proprietary algorithms or statistical methods to track web users without the deployment of cookies, or may utilize log-in credentials entered by users into other web properties owned by these companies, such as their digital email services, to track web usage without deploying third party cookies. Alternatively, such companies may build alternative and potentially proprietary user tracking methods into their widely-used web browsers.

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

In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the “Cookie Directive,” directs EU member states to ensure that storing or accessing information on an internet user’s device, such as through a cookie, is allowed only if the internet user has given his or her consent. Because we lack a direct relationship with internet users, we rely on our digital media property owners, both practically and contractually, to obtain such consent. Some member states have adopted and implemented, and may continue to adopt and implement, legislation that negatively impacts the use of cookies for digital advertising. Some of these member states also require prior express user consent, as opposed to merely implied consent, to permit the placement and use of cookies. Where member states require prior express consent, our ability to deliver advertisements on certain websites or to certain users may be impaired.

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

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

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The regulatory framework for privacy issues is evolving worldwide, and various government and consumer agencies and public advocacy groups have called for new regulation and changes in industry practices, including some directed at the digital advertising industry in particular. It is possible that new laws and regulations will be adopted in the United States and internationally, or existing laws and regulations may be interpreted in new ways, that would affect our business, particularly with regard to collection or use of data to target ads and communication with consumers and the international transfer of data from Europe to the U.S. The U.S. government, including the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation of the collection of consumer information, including regulation aimed at restricting some targeted advertising practices. In Europe, in October 2015 the Court of Justice of the European Union invalidated the “US-EU Safe Harbor framework,” which created a safe harbor under the European Data Protection Directive for certain European data transfers to the U.S. We had not self-certified under this regime, and therefore were not directly affected by this decision. In July 2016, the European Commission approved the Privacy Shield, which is a set of principles and related rules that are intended to replace the US-EU Safe harbor framework. The Company is in the process of determining whether to join the Privacy Shield program. Stricter regulation of European data transfers to U.S. in future may impact our ability to serve European customers effectively, or require us to open and operate datacenters in the European Union which would result in a higher cost of doing business in these jurisdictions and could subject us to direct regulatory enforcement by data protection authorities in the European Union. Complying with any new regulatory requirements could force us to incur substantial costs or require us to change our business practices in a manner that could reduce our revenue or compromise our ability to effectively pursue our growth strategy.

The FTC has also adopted revisions to the Children's Online Privacy Protection Act (“COPPA”) that expand liability for the collection of information by operators of websites and other electronic solutions that are directed to children. Questions exist as to how regulators and courts may interpret the scope and circumstances for potential liability under COPPA, and the FTC continues to provide guidance and clarification as to its 2013 revisions of COPPA. FTC guidance or enforcement precedent may make it difficult or impractical for us to provide advertising on certain websites, services or applications. In addition, the FTC recently fined an ad network for certain methods of collecting and using WiFi data from mobile applications, including certain applications directed at children, and failing to disclose the data collection to mobile application developers in their network.

While we have not collected data that is traditionally considered personal data, such as name, email address, physical address, phone numbers or social security numbers, we typically collect and store IP addresses, geo-location information, and device or other persistent identifiers that are or may be considered personal data in some jurisdictions or otherwise may be the subject of legislation or regulation. For example, some jurisdictions in the EU regard IP addresses as personal data, and certain regulators, such as the California Attorney General’s Office, have advocated for including IP addresses, GPS-level geolocation data, and unique device identifiers as personal data under California law. Furthermore, the European Court of Justice is currently considering a case which would govern all of the European Union where the issue to be decided is whether an IP address could be considered personal data.

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

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

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

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

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

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

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

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

• Inadequate network infrastructure to support advanced features;

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

• Inconsistent quality of cellular or wireless connections;

• Unavailability of cost-effective, high-speed internet service;

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

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

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

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

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

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

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

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

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

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

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

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

• Inability to fulfill audience guarantee or viewability requirements of our advertiser customers;

• Inability to integrate with third parties that measure our campaigns against audience guarantee or viewability requirements;

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

• Access to quality inventory at sufficient volumes to meet the needs of our advertisers’ campaigns.

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

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

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

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

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

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

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

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

Failure to properly manage our growth could seriously harm our business.

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

• Implement additional management information systems;

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

• Hire additional personnel;

• Develop additional levels of management within our company;

• Locate additional office space;

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

• Manage our expanding international operations.

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

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

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

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

We have experienced and in the future we may periodically experience attrition in key executive management positions. For example, on November 9, 2016, Jayant Kadambi (former President and Chief Executive Officer), James Soss (former Executive Vice President, North American Operations) and Hardeep Bindra (former Executive Vice President, Operations) terminated employment with the Company.  The loss of members of our senior management team and other key employees could significantly limit our ability to achieve our strategic objectives. We do not maintain key-person insurance on any of these employees. Our future success also depends on our ability to continue to attract, retain and motivate highly skilled employees, particularly employees with technical skills that enable us to deliver effective advertising solutions and sales and customer support representatives with experience in digital video advertising and strong relationships with brand advertisers, agencies and digital media properties. Competition for these employees in our industry is intense and we have experienced difficulty in recruiting and retaining them. Many of the companies with which we compete for experienced personnel also have greater resources than we have. Competition for qualified personnel is particularly intense in the San Francisco Bay Area, where our headquarters are located, and in Chennai, India, where our engineering and research and development resources are primarily located. As a result, we may be unable to attract or retain these management, technical, sales, marketing and customer support personnel that are critical to our success, resulting in harm to our key customer relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs. Additionally, our ability to achieve revenue growth in the future will depend, in part, on our success in recruiting, retaining and training sufficient numbers of sales personnel. These new employees require training in order to achieve full productivity. The timing of these activities may continue to negatively impact sales productivity. Additionally, the loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and pursue our business goals.

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

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

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

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

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

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

• Ineffectiveness or incompatibility of acquired technologies or solutions;

• Potential loss of key employees of acquired businesses;

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

• Diversion of management's attention from other business concerns;

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

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

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

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

• Increased fixed costs.

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

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

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

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

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

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

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

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

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

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

In the United States, we have 11 patents issued, 20 non-provisional patent applications pending and one provisional patent application pending. We also have 41 foreign patent applications pending. There can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that these patents will not be challenged by third parties or found to be invalid or unenforceable. We have eight registered trademarks in the United States, 39 registered trademarks in foreign jurisdictions and are also pursuing the registration of additional trademarks and service marks in the United States and in locations outside the United States. Effective trade secret, copyright, trademark and patent protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location. We may, over time, increase our investment in protecting our intellectual property through additional patent filings that could be expensive and time-consuming.

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

Our agreements with partners, employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

We rely in part on confidentiality agreements and other restrictions with our customers, partners, employees, consultants and others to protect our proprietary technology and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Despite our efforts to protect our proprietary technology, processes and methods, unauthorized parties may attempt to misappropriate, reverse engineer or otherwise obtain and use them. Moreover, policing unauthorized use of our technologies, products and intellectual property is difficult, expensive and time-consuming, particularly in foreign countries where applicable laws may be less protective of intellectual property rights than those in the United States, and where enforcement mechanisms for intellectual property rights may be weak. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

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

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

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

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

As a public company we are required to evaluate and determine the effectiveness of our internal control over financial reporting and to provide a management report on our internal control over financial reporting. This requires that we incur substantial internal costs to maintain and expand our accounting and finance functions and that we expend significant management efforts.

We have had significant operations both in the United States and India and more limited operations in Europe and Latin America. Historically, we have had separate systems of internal controls covering our international operations, which may have included control deficiencies. We are in the process of consolidating these systems and remediating any control deficiencies, and we may experience difficulties with the consolidation that could harm our operations and cause our business to suffer. There are inherent limitations in all control systems, no evaluation of controls can provide assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur due to simple error or mistake. Also, controls can be circumvented by individual acts, by collusion of two or more people, or by management override of the controls. Any system of controls is designed in part based on certain assumptions on the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals for the potential future conditions. Over time, controls can become inadequate due to changes in conditions or deterioration in the degree of compliance with policies and procedures.

We may in the future discover areas of our internal controls that need improvement. Our internal control over financial reporting will not prevent or detect all 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 errors or fraud will not occur or that all control issues and instances of errors and fraud will be detected.

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

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

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

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

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

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

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

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

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

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

We may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. federal income tax purposes, including any limitations that may be imposed under Section 382 of the Internal Revenue Code as a result of our IPO. At September 30, 2016, we had federal net operating loss carryforwards of $32.6 million, which expire at various dates beginning in 2026. At September 30, 2016 had state and local net operating loss carryforwards of $23.7 million, which expire beginning in 2016. Our gross state net operating loss carryforwards are separate from our federal net operating loss carryforwards and expire over various periods beginning in 2016, based on individual state tax law.

We periodically assess the likelihood that we will be able to recover our net deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As a result of this analysis of all available evidence, both positive and negative, we concluded that a full valuation allowance against our net U.S. deferred tax assets should be applied as of September 30, 2016. To the extent we determine that all or a portion of our valuation allowance is no longer necessary, we will recognize an income tax benefit in the period this determination is made for the reversal of the valuation allowance. Once the valuation allowance is eliminated or reduced, its reversal will no longer be available to offset our current tax provision. These events could have a material impact on our reported results of operations.

If the market price of our common stock sustains additional declines, our investments in recorded goodwill could be impaired.

As of September 30, 2016 goodwill recorded on our consolidated balance sheet totaled $3.9 million. In light of the decline in the market price of our common stock during the third quarter of 2015, we performed an interim goodwill impairment test as of September 30, 2015. Based on the results of that test, we determined that the goodwill recorded on its consolidated balance sheet was not impaired. However, if the market price of our common stock experiences further and sustained declines from current levels, or if other events or circumstances change that would more likely than not reduce the fair value of YuMe below its respective carrying value, all or a portion of the $3.9 million of goodwill may be impaired in future periods. Other events or circumstances that could reduce the fair value of YuMe include (i) an adverse change in macroeconomic conditions; (ii) negative changes in the advertising technology market; (iii) increased cost factors that have a negative effect on our earnings and cash flows; (iv) negative or overall declining financial performance compared with our actual or projected results of relevant prior periods; and (v) other events such as changes in our management, or other key personnel, our strategy, or our customers. Any impairment charges that we may incur in the future could be material to our results of operations and financial condition.

Risks Related to Ownership of Our Common Stock:

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

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

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

Our stock price has been and is likely to remain volatile. Since shares of our common stock were sold in our IPO at a price of $9.00 per share, our stock price has ranged from $2.35 to $12.08 through November 8, 2016. The stock market in general and the market for technology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including:

• Actual or anticipated variations in quarterly operating results;

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

• Conditions or trends in our industry;

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

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

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

• Capital commitments;

• Business disruption and costs related to stockholder activism;

• Additions or departures of key personnel; and

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

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

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

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

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

We had approximately 34.4 million shares of common stock outstanding as of September 30, 2016. Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline significantly.

As of September 30, 2016, approximately 10.8 million shares of common stock subject to options or other equity awards issued or reserved for future issuance under our equity incentive plans have been registered under registration statements on Form S-8 and, subject to grants, vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates, may become available for sale in the public market.

Additionally, the holders of a certain number of shares of common stock have rights, subject to certain conditions, to require us to file one or more registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. If we were to register these shares for resale, they could be freely sold in the public market. Further, the stockholders may decide to sell such shares without registration. If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

47

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

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

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

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

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

Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in aggregate, beneficially own approximately 46% of our outstanding common stock. These persons, acting together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders.

Actions of activist stockholders against us have been and may continue to be disruptive and costly and the possibility that activist stockholders may wage future proxy contests or gain additional representation on or control of our board of directors could cause uncertainty about the strategic direction of our business.

Stockholders may from time to time engage in proxy solicitations, advance stockholder proposals or board nominations or otherwise attempt to effect changes, assert influence or acquire some level of control over us. While our board of directors and management team strive to maintain constructive, ongoing communications with all of the Company’s stockholders, including activist stockholders, and welcomes their views and opinions with the goal of enhancing value for all stockholders, including any suggestions they may have for enhancing the depth and breadth of our Board, activist campaigns that contest, or conflict with, our strategic direction or seek changes in the composition of our Board could have an adverse effect on us because:

• Responding to proxy contests, litigation and other actions by activist stockholders can disrupt our operations, be costly and time-consuming, and divert the attention of our Board and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition;

• Perceived uncertainties as to our future direction as a result of changes to the composition of our Board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, cause concern to our current or potential clients, may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners;

• These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and

• If individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for our stockholders.

48

We recently announced that we have commenced a comprehensive review of strategic alternatives to enhance stockholder value.  There can be no assurance that this review process will result in a transaction, or that if a transaction does occur, that it will successfully enhance stockholder value.  In addition, our business could be negatively affected by the announcement that we are exploring strategic alternatives.

On November 9, 2016, we announced that we have commenced a comprehensive review of strategic alternatives and have retained advisors to assist us during that review. There can be no assurance that this review process will result in a transaction, or that if a transaction does occur, that it will successfully enhance stockholder value. In addition, the announcement that we have commenced a review of strategic alternatives may create uncertainty about our prospects as an independent business entity, cause concern to our current or potential customers and partners, and make it more difficult to attract and retain qualified executive and other key personnel. If customers choose to reduce spending with us or do business with our competitors instead of us because of any such issues or perceptions, then our business, operating results and financial condition would be adversely affected. The review process may also be costly, time-consuming, disrupt our operations, divert the attention of management and our employees or result in changes in our management team or our board of directors, all of which could materially and adversely affect our operations and operating results. In addition, our stock price may experience periods of increased volatility as a result of these activities or related rumors and speculation.

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.

In February 2016, our board of directors approved a share repurchase program of up to $10.0 million. Through September 30, 2016, we have repurchased $5.0 million of shares of our common stock under such program. The timing and actual number of shares repurchased will depend on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, an assessment by management and our board of directors of cash availability and other market conditions. The stock repurchase 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. Additionally, repurchases under our stock repurchase program will diminish our cash reserves. 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.

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

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

a) Sale of Unregistered Securities

None

b) Use of Proceeds from Public Offering of Common Stock

None.

c) Issuer Purchases of Equity Securities

On February 18, 2016, we announced a $10 million share repurchase program. The authorization has no set expiration date, but, subject to market conditions and other factors, is intended to be completed over the twelve months following its announcement. Purchases under this repurchase program are made in the open market and are intended to comply with Rule 10b-18 under the Exchange Act. The cost of the repurchased shares is funded from available working capital. Such repurchased shares are held in treasury and are presented using the cost method. As of September 30, 2016, we had purchased a total of 1,365,051 shares of our common stock in the open market for $5.0 million (including 22,200 shares repurchased for $0.1 million that had not yet settled as of September 30, 2016) at an average price of $3.64 per share.

For accounting purposes, common stock repurchased underour stock repurchaseprograms is recorded based upon the purchase date of the applicable trade.Such repurchased shares are held in treasury and are presented using the cost method. The table below is a summary of stock repurchases for the three months ended September 30,2016. 

Period	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publically Announced Program		Approximate Dollar Value of Shares that Remain Eligible for Purchase under the Program (in thousands)
							$	7,284
July 1 – July 31, 2016		218,672	$	3.57		218,672		6,504
August 1 – August 31, 2016		274,515	$	3.47		274,515		5,553
September 1 – September 30, 2016 (2)		143,326	$	3.62		143,326		5,034
Total (2)		636,513	$	3.53		636,513	$	5,034

(1) Average price paid per share includes commission.

(2) Includes $89,000 of cash used to purchase 22,200 treasury shares in late September 2016 that had not yet settled as of September 30, 2016.

49

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

ITEM 5. OTHER INFORMATION

None.

50

ITEM 6. EXHIBITS

Exhibit	Description of Exhibit
31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101 INS**	XBRL Instance Document
101 SCH**	XBRL Taxonomy Extension Schema
101 CAL**	XBRL Taxonomy Extension Calculation
101 DEF**	XBRL Taxonomy Extension Definition
101 LAB**	XBRL Taxonomy Extension Labels
101 PRE**	XBRL Taxonomy Extension Presentation

* Filed herewith.

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

51

SIGNATURE

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.

YuMe, Inc.

/s/ Tony Carvalho

Tony Carvalho

 Chief Financial Officer

 (Principal Financial and Accounting Officer and Duly Authorized Signatory)

Date: November 9, 2016

52

INDEX TO EXHIBITS

Exhibit	Description of Exhibit
31.1*	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101 INS**	XBRL Instance Document
101 SCH**	XBRL Taxonomy Extension Schema
101 CAL**	XBRL Taxonomy Extension Calculation
101 DEF**	XBRL Taxonomy Extension Definition
101 LAB**	XBRL Taxonomy Extension Labels
101 PRE**	XBRL Taxonomy Extension Presentation

* Filed herewith.

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

53

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jayant Kadambi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of YuMe, Inc.;

2. Based on my knowledge, this Quarterly Report on Form 10-Q does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Jayant Kadambi

Jayant Kadambi

Chief Executive Officer

Date: November 9, 2016

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tony Carvalho, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of YuMe, Inc.;

2. Based on my knowledge, this Quarterly Report on Form 10-Q does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Tony Carvalho

Tony Carvalho

Chief Financial Officer

Date: November 9, 2016

EX-32.1

EXHIBIT 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

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 of YuMe, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jayant Kadambi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jayant Kadambi

Jayant Kadambi

Chief Executive Officer

(Principal Executive Officer)

Date: November 9, 2016

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of YuMe, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.2

EXHIBIT 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

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 of YuMe, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tony Carvalho, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Tony Carvalho

Tony Carvalho

Chief Financial Officer

(Principal Financial Officer)

Date: November 9, 2016

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of YuMe, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 31, 2016
Document Information [Line Items]
Entity Registrant Name	YuMe Inc
Entity Central Index Key	0001415624
Trading Symbol	yume
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		34,299,307
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 31,169	$ 17,859	[1]
Marketable securities	31,280	30,600	[1]
Restricted cash		292	[1]
Accounts receivable, net	44,769	67,131	[1]
Prepaid expenses and other current assets	4,828	3,978	[1]
Total current assets	112,046	119,860	[1]
Marketable securities, long-term	1,250	11,724	[1]
Property, equipment and software (net of accumulated depreciation and amortization of $21,934 and $17,366 at September 30, 2016 and December 31, 2015, respectively)	13,015	12,110	[1]
Goodwill	3,902	3,902
Intangible assets, net	163	659	[1]
Restricted cash, non-current	728	403	[1]
Deposits and other assets	592	416	[1]
Total assets	131,696	149,074	[1]
Current liabilities:
Accounts payable	9,039	12,080	[1]
Accrued digital media property owner costs	14,219	17,155	[1]
Accrued liabilities	12,956	16,767	[1]
Deferred revenue	214	214	[1]
Capital lease	8
Total current liabilities	36,436	46,216	[1]
Capital lease, non-current	15
Other long-term liabilities	675	77	[1]
Deferred tax liability	20	178	[1]
Total liabilities	37,146	46,471	[1]
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock: $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2016 and December 31, 2015
Common stock: $0.001 par value; 200,000,000 shares authorized as of September 30, 2016 and December 31, 2015; 34,447,903 and 34,455,220 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively	36	34
Treasury stock: 1,431,717 and 66,666 shares as of September 30, 2016 and December 31, 2015, respectively	(4,966)
Additional paid-in-capital	157,445	150,001	[1]
Accumulated deficit	(57,715)	(47,167)	[1]
Accumulated other comprehensive loss	(250)	(265)	[1]
Total stockholders’ equity	94,550	102,603	[1]
Total liabilities and stockholders’ equity	$ 131,696	$ 149,074	[1]

[1] The condensed consolidated balance sheet data as of December 31, 2015 was derived from audited financial statements at that date , but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accumulated Depreciation and Amortization	$ 21,934	$ 17,366
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000,000	200,000,000
Commmon stock, issued (in shares)	34,447,903	34,455,220
Common stock, outstanding (in shares)	34,447,903	34,455,220
Treasury stock, shares (in shares)	1,431,717	66,666

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue	$ 34,953	$ 38,870	$ 114,861	$ 119,418
Cost of revenue	18,050	21,470	58,642	66,172
Gross profit	16,903	17,400	56,219	53,246
Operating expenses:
Sales and marketing	12,730	14,888	40,144	45,423
Research and development	2,850	2,961	8,462	8,104
General and administrative	5,877	5,901	17,954	17,772
Total operating expenses	21,457	23,750	66,560	71,299
Loss from operations	(4,554)	(6,350)	(10,341)	(18,053)
Interest expense	(1)	(3)	(6)	(6)
Other income (expense), net	26	(137)	(146)	(136)
Total interest and other income (expense), net	25	(140)	(152)	(142)
Loss before income taxes	(4,529)	(6,490)	(10,493)	(18,195)
Income tax expense (benefit)	(65)	44	55	170
Net loss	$ (4,464)	$ (6,534)	$ (10,548)	$ (18,365)
Net loss per share:
Basic (in dollars per share)	$ (0.13)	$ (0.19)	$ (0.31)	$ (0.55)
Diluted (in dollars per share)	$ (0.13)	$ (0.19)	$ (0.31)	$ (0.55)
Weighted-average shares used to compute net loss per share:
Basic (in shares)	34,314	34,071	34,524	33,626
Diluted (in shares)	34,314	34,071	34,524	33,626

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net loss	$ (4,464)	$ (6,534)	$ (10,548)	$ (18,365)
Other comprehensive income (loss):
Foreign currency translation adjustments	(12)	(11)	(69)	(35)
Change in fair value of marketable securities	(15)	10	84	16
Other comprehensive income (loss)	(27)	(1)	15	(19)
Comprehensive loss	$ (4,491)	$ (6,535)	$ (10,533)	$ (18,384)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016		Sep. 30, 2015
Operating activities:
Net loss	$ (10,548,000)		$ (18,365,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,108,000		4,294,000
Stock-based compensation	6,638,000		6,734,000
Allowance for doubtful accounts receivable	825,000		457,000
Deferred income taxes	(158,000)		(179,000)
Amortization of premiums on marketable securities, net	247,000		306,000
Changes in operating assets and liabilities:
Accounts receivable	21,425,000		18,596,000
Prepaid expenses and other current assets	(979,000)		(437,000)
Deposits and other assets	(181,000)		(57,000)
Accounts payable	(3,023,000)		(3,362,000)
Accrued digital media property owner costs	(2,936,000)		(2,290,000)
Accrued liabilities	(3,674,000)		(3,603,000)
Deferred revenue			25,000
Other liabilities	598,000		(30,000)
Net cash provided by operating activities	13,342,000		2,089,000
Investing activities:
Purchases of property and equipment	(2,014,000)		(2,340,000)
Capitalized software development costs	(3,130,000)		(2,673,000)
Change in restricted cash	(33,000)
Purchases of marketable securities	(13,024,000)		(38,897,000)
Marketable securities	22,656,000		24,684,000
Net cash provided by (used in) investing activities	4,455,000		(19,226,000)
Financing activities:
Repayments of borrowings under capital leases			(41,000)
Proceeds from exercise of common stock options and employee stock purchase plan	1,070,000		2,127,000
Repurchases of common stock	(4,966,000)
Cash used to net-share settle equity awards	(666,000)
Net cash provided by (used in) financing activities	(4,562,000)		2,086,000
Effect of exchange rate changes on cash and cash equivalents	75,000		(35,000)
Change in cash and cash equivalents	13,310,000		(15,086,000)
Cash and cash equivalents—Beginning of period	17,859,000	[1]	38,059,000
Cash and cash equivalents—End of period	31,169,000		22,973,000
Supplemental disclosures of cash flow information
Cash paid for income taxes	499,000		347,000
Non-cash investing and financing activities
Purchases of property and equipment under capital lease obligations	24,000
Purchases of property and equipment recorded in accounts payable	25,000		32,000
Stock-based compensation capitalized for internal-use software	$ 401,000		$ 390,000

[1] The condensed consolidated balance sheet data as of December 31, 2015 was derived from audited financial statements at that date , but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

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Note 1 - Organization and Description of Business

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization and Description of Business

Organization and Nature of Operations

YuMe,

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

The Company helps its advertising customers overcome the complexities of delivering digital video advertising campaigns in a highly fragmented environment where dispersed audiences use a growing variety of

internet-connected devices to access thousands of online and mobile websites and applications. The Company delivers video advertising impressions across personal computers, smartphones, tablets, set-top boxes, game consoles, internet-connected TVs and other devices. The Company's video ads run when users choose to view video content on their devices. On each video advertising impression, the Company collects dozens of data elements that it uses for its advanced audience modeling algorithms that continuously improve brand-targeting effectiveness.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the

audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2016. The condensed consolidated balance sheet as of December 31, 2015, included herein was derived from the Company’s audited consolidated financial statements as of that date but does not include all disclosures required by GAAP, including notes to the financial statements.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting

only of normal recurring adjustments) necessary for the fair statement of the interim periods stated.

Basis of Consolidation

The

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

Certain Significant Risks and Uncertainties

The Company operates in a dynamic industry and, accordingly,

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

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Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

Use of Estimates

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

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU

 2014-09, 

Revenue from Contracts with Customers (Topic 606)

, which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. In August 2015, the FASB issued ASU 2015-14, 

Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date

, which defers the effective date of ASU 2014-09 for one year and permits early adoption as early as the original effective date of ASU 2014-09. Accordingly, the Company may adopt the standard in January 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company anticipates it will adopt the standard in January 2018 and has not yet selected a transition method. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01,

 

Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items

. This standard eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply this standard prospectively. A reporting entity may also apply this standard retrospectively to all periods presented in the financial statements. The Company adopted this standard prospectively as of January 1, 2016 and the impact to the consolidated financial statements was not material.

In January 2016, the FASB issued ASU 2016-01,

 

Financial Instruments--Overall

 

(Subtopic 825-10)

: 

Recognition and Measurement of Financial Assets and Financial Liabilities

, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the standard clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.

In February 2016, the FASB issued ASU 2016-02

 

Leases

 

(Topic 842)

. This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-08,

 

Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).

This ASU clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. This guidance will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09,

 

Compensation - Stock

Compensation (Topic 718)

.This ASU was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows and will be effective as of January 1, 2017, with early adoption permitted.

The Company does not expect the impact of adopting this standard to be material.

Concentrations and Other Risks

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

’s minimum credit rating policy.

C

redit risk with respect to accounts receivable is dispersed due to the large number of advertising customers. Collateral is not required for accounts receivable. The Company performs ongoing credit evaluations of customers’ financial condition and periodically evaluates its outstanding accounts receivable and establishes an allowance for doubtful accounts receivable based on the Company’s historical experience, the current aging and circumstances of accounts receivable and general industry and economic conditions. Accounts receivable are written off by the Company when it has been determined that all available collection avenues have been exhausted. If circumstances change, higher than expected bad debts may result in future write-offs that are greater than the Company’s estimates.

No customers accounted for 10% or more of the Company

’s accounts receivable as of September 30, 2016 or December 31, 2015. One agency customer accounted for 10.4% of the Company’s revenue in the three months ended September 30, 2016. No customers accounted for 10% or more of the Company’s revenue in the three months ended September 30, 2015 and the nine months ended September 30, 2016 and 2015.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Allowance for doubtful accounts receivable:
Balance – beginning of period	$	1,890		$	1,606		$	1,961		$	1,471
Allowance for doubtful accounts receivable		638			234			825			457
Doubtful accounts receivable write-offs		(135	)		(377	)		(393	)		(465	)
Balance – end of period	$	2,393		$	1,463		$	2,393		$	1,463

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Note 3 - Cash, Cash Equivalents, and Marketable Securities and Derivative Instruments

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Cash, Cash Equivalents, and Marketable Securities [Text Block]

3. Cash , Cash Equivalents, Marketable Securities and Derivative Instruments

The Company

’s cash equivalents consist of highly liquid fixed-income investments with original maturities of three months or less at the time of purchase

. Short- and long-term marketable securities are comprised of highly liquid available-for-sale financial instruments (primarily corporate bonds, commercial paper and certificates of deposit) with final maturities of at least three months but no more than 24 months from the date of purchase

. None of the Company’s marketable securities were in a continuous loss position for over twelve months as of September 30, 2016.

Beginning in the second quarter of 2015, the Company entered into

non-designated derivative instruments, specifically foreign currency forward contracts, to partially offset the foreign currency exchange gains and losses generated by the re-measurement of certain assets and liabilities denominated in non-functional currencies. The Company’s foreign currency forward contracts have terms of no more than 12 months, are classified as Level 2 and are valued using alternative pricing sources, such as spot currency rates, that are observable for the entire term of the asset or liability. These derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in other income (expense), net in the consolidated statement of operations.

The cost, gross unrealized gains and losses and fair value o

f the Company’s cash and cash equivalents, marketable securities and foreign currency forward contracts consisted of the following

as of September 30, 2016 and December 31, 2015 (in thousands):

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30 , 201 6 :
Cash	$	20,832	$	—	$	—		$	20,832
Cash equivalents:
Money market funds		10,337		—		—			10,337
Total cash and cash equivalents		31,169		—		—			31,169
Marketable securities:
Corporate bonds		20,419		5		(9	)		20,415
Government agency bonds		8,523		2		—			8,525
Commercial paper		3,590		—		—			3,590
Total marketable securities		32,532		7		(9	)		32,530
Total cash, cash equivalents and marketable securities	$	63,701	$	7	$	(9	)	$	63,699
Forward currency forward contracts	$	—	$	—	$	(22	)	$	(22	)

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2015:
Cash	$	7,638	$	—	$	—		$	7,638
Cash equivalents:
Money market funds		10,221		—		—			10,221
Total cash and cash equivalents		17,859		—		—			17,859
Marketable securities:
Corporate bonds		31,372		—		(78	)		31,294
Government agency bonds		6,544		—		(8	)		6,536
Commercial paper		4,494		—		—			4,494
Total marketable securities		42,410		—		(86	)		42,324
Total cash, cash equivalents and marketable securities	$	60,269	$	—	$	(86	)	$	60,183
Forward currency forward contracts	$	—	$	—	$	(10	)	$	(10	)

Unrealized gains and losses, net of taxes, are included in “Accumulated other comprehensive loss,” which is reflected as a separate component of stockholders

’ equity on the condensed consolidated balance sheets.

Restricted Cash

The

Company’s lease agreement for its New York office requires a security deposit in the amount of $0.4 million to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord. The letter of credit is subject to renewal annually until the lease expires in September 2027. On July 1, 2020, the required security deposit will decrease to $0.3 million.

The lease agreement for the Company's

previous New York office required a security deposit in the amount of $0.3 million to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord. The letter of credit expired in the second quarter of 2016.

In the three months ended September 30, 2016, the Company entered in to a $0.3 million deed as security against overdrafts on a bank account

to be used for processing payroll in the United Kingdom. The term of the deed is continuous until it is released by the bank. The amount of the deed is recorded as restricted cash, non-current in the condensed consolidated balance sheets.

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Note 4 - Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Fair Value Disclosures [Text Block]

4. Fair Value of Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

A financial instrument

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

Marketable securities with final maturities of at least three months but no more than 12 months from the date of purchase are classified as short-term and marketable securities with final maturities of more than one year but less than two years from the date of purchase are classified as long-term.

The Company’s marketable securities are classified as available-for-sale and consist of high quality, investment grade securities from diverse issuers with predetermined minimum credit ratings. The Company values these securities based on pricing information from pricing vendors who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, the Company classifies all of its marketable securities as having Level 2 inputs. The valuation techniques used to measure the fair value of the Company’s marketable securities having Level 2 inputs were derived from market prices that are corroborated by observable market data and quoted market prices for similar instruments. 

The following tables present information about the Company

’s money market funds, marketable securities and foreign currency forward contracts, measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands):

	Fair Value Measurements at September 30, 2016
	Level 1		Level 2			Level 3		Total
Money market funds (1)	$	10,337	$	—		$	—	$	10,337
Marketable securities:
Corporate bonds	$	—	$	20,415		$	—	$	20,415
Government and agency bonds				8,525					8,525
Commercial paper		—		3,590			—		3,590
Total marketable securities	$	—	$	32,530		$	—	$	32,530
Foreign currency forward contracts (2)	$	—	$	(22	)	$	—	$	(22	)

(1) Included in “Cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of September 30, 2016.

(2) Included in “Accrued liabilities” in the accompanying condensed consolidated balance sheet as of September 30, 2016.

	Fair Value M easurements at December 31, 2015
	Level 1		Level 2			Level 3		Total
Money market funds (1)	$	10,221	$	—		$	—	$	10,221
Marketable securities :
Corporate bonds	$	—	$	31,294		$	—	$	31,294
Government and agency bonds		—		6,536			—		6,536
Commercial paper		—		4,494			—		4,494
Total marketable securities	$	—	$	42,324		$	—	$	42,324
Foreign currency forward contracts (2)	$	—	$	(10	)	$	—	$	(10	)

(1) Included in “Cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of December 31, 2015.

(2) Included in “ Accrued liabilities” in the accompanying condensed consolidated balance sheet as of December 31, 2015.

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Note 5 - Foreign Currency Transaction Risk - Foreign Currency Forward Contracts

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Derivative Instruments and Hedging Activities Disclosure [Text Block]

5. Foreign Currency Transaction Risk — Foreign Currency Forward Contracts

The Company

transacts business in various foreign currencies and in the second quarter of 2015 established a program that utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures. Under this program, to the Company enters into foreign currency forward contracts so that increases or decreases in foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with the Company’s foreign currency transactions. The Company may suspend this program from time to time. Foreign currency exposures typically arise from British pound and euro denominated transactions that the Company expects to cash settle in the near term, which are charged against earnings in the period incurred. The Company’s foreign currency forward contracts are short-term in duration.

The Company

does not use foreign currency forward contracts for trading purposes nor does it designate forward contracts as hedging instruments pursuant to ASC 815. Accordingly, the Company records the fair values of these contracts as of the end of its reporting period to its condensed consolidated balance sheets with changes in fair values recorded to its condensed consolidated statement of operations. Given the short duration of the forward contracts, the amount recorded is not significant. The balance sheet classification for the fair values of these forward contracts is prepaid expenses and other current assets for a net unrealized gain position, and accrued liabilities for a net unrealized loss position. The statement of operations classification for changes in fair value of these forward contracts is other expense, net for both realized and unrealized gains and losses.

The Company expects to continue to realize gains or losses with respect to its foreign currency exposures, net of gains or losses from its foreign currency forward contracts. The Company

’s ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that it enters into, the currency exchange rates associated with these exposures and changes in those rates, the net realized gain or loss on its foreign currency forward contracts and other factors. As of September 30, 2016, the notional amount and the aggregate fair value of the forward contracts the Company held to purchase U.S. dollars in exchange for British pounds and euros was $5.2 million. Net foreign exchange transaction gains/(losses) relating to the Company’s British pound sterling and euro forward contracts are included in other income (expense), net in the Company’s condensed consolidated statements of operations.

In the three and nine months ended September 30, 2016, foreign exchange transaction losses, net of foreign exchange gains on our British pound and euro forward contracts, were $0.1 million and $0.4 million, respectively. In the three and nine months ended September 30, 2015, foreign exchange transaction losses, net of foreign exchange gains on our British pound and euro forward contracts, were $0.2 million and $0.3 million, respectively.

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Note 6 - Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

6. Goodwill and Intangible Assets

Goodwill remained unchanged at $3.9 million as of

September 30, 2016 and December 31, 2015.

The intangible

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

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-Average Remaining Life (years)
September 30, 2016:
Developed technology	$	2,950	$	(2,787	)	$	163		0.3
Customer relationships		104		(104	)		—		—
Non-compete agreement		53		(53	)		—		—
	$	3,107	$	(2,944	)	$	163
December 31 , 2015:
Developed technology	$	2,950	$	(2,300	)	$	650		1.0
Customer relationships		104		(95	)		9		0.4
Non-compete agreement		53		(53	)		—		—
	$	3,107	$	(2,448	)	$	659

Amortization expense for

both the three months ended September 30, 2016 and 2015 was $0.2 million. Amortization expense for both the nine months ended September 30, 2016 and 2015 was $0.5 million. Amortization expense related to developed technology is included as a component of “Cost of revenue” in the condensed consolidated statements of operations.

Estimated future amortization expense of purchased intangible assets at

September 30, 2016 was as follows (in thousands):

	Amount
Three months ending December 31, 2016	$	163

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Note 7 - Borrowings

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Debt Disclosure [Text Block]

7. Borrowings

In November 2014, the Company

entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) to borrow up to a maximum of $25.0 million collateralized by the Company’s cash deposits, accounts receivable and equipment, as well as certain other assets. The Loan and Security Agreement requires the Company to comply with certain financial and reporting covenants, including maintaining an adjusted quick ratio of at least 1.6 to 1.0. Annual fees under the agreement total one quarter of 1.0% of the average unused balance of the credit line per annum. As of September 30, 2016 and December 31, 2015, the Company had no borrowings outstanding under this credit line and was in compliance with all financial and reporting covenants. The Company determined not to renew the Loan and Security Agreement with SVB and it expired in early November 2016.

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Note 8 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

8. Commitments and Contingencies

Leases

The Company leases office facilities under various non-cancellable operating leases that expire through

September 2027. Rent expense under operating leases totaled $0.7 million and $2.5 million for the three and nine months ended September 30, 2016, respectively, and totaled $0.7 million and $2.3 million in the three and nine months ended September 30, 2015, respectively. In addition, the Company leases certain equipment and computers under capital lease arrangements that expire in July 2019.

Purchase Commitments

During the normal course of business, to secure adequate ad inventory and impressions for its sales arrangements, the Company

periodically enters into agreements with digital media property owners that require purchase of a minimum number of impressions on a monthly or quarterly basis. Purchase commitments as of September 30, 2016 expire on various dates through December 2016.

Legal Proceedings

From time to time the Company may be a party to various litigation matters incidental to the conduct of its business. There is no pending or threatened legal proceeding to which the Company is currently a party that, in management

’s opinion, is likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or cash flows.

Indemnification Agreements

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

While matters may arise as a result of claims under the indemnification agreements disclosed above, the Company, at this time, is not aware of claims under indemnification arrangements that could have a material adverse effect to the Company

’s consolidated financial position, results of operations, or cash flows.

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Note 9 - Stockholders' Equity

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

9. Stockholders ’ Equity

Preferred Stock

In association with the

Company’s initial public offering in 2013 (“IPO”), the board of directors authorized the Company to issue up to 20,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2016 and December 31, 2015 no shares of preferred stock were outstanding.

Common Stock

At

September 30, 2016 and December 31, 2015 there were 34,447,903 and 34,455,220 shares of common stock issued and outstanding, respectively. The following table summarizes common stock activity during the nine months ended September 30, 2016:

	Number of Shares
Outstanding at December 31, 201 5		34,455,220
Option exercises		7,518
RSUs released, net of share s withheld for taxes		903,714
Common stock issued in connection with employee stock purchase plan		446,502
Repurchases of common stock		(1,365,051	)
Outstanding at September 30, 2016		34,447,903

Treasury Stock

In addition to the

1,365,051 shares repurchased in the nine months ended September 30, 2016, the Company has 66,666 shares of treasury stock related to the acquisition of Crowd Science, for a total of 1,431,717 shares of treasury stock. Treasury stock is carried at cost and could be re-issued if the Company determined to do so.

Equity Incentive Plans

The Company

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

.

In July 2013, the Company adopted a 2013 Equity Incentive Plan (the “

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

Prior to the IPO, the fair value of the common stock underlying the Company

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

The following table summarizes option activity:

	Number of Shares (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)		Aggregate Intrinsic Value ( 1 ) (in thousands)
Balance at December 31, 2015		4,360		$	5.04		6.30	$	1,480
Granted		306		$	3.61
Exercised		(8	)	$	1.21
Canceled and forfeited		(509	)	$	4.81
Balance at September 30, 2016		4,149		$	4.97		5.83	$	1,785
Vested as of September 30, 2016 and expected to vest thereafter (2)		4,036		$	4.97		5.75	$	1,763
Vested and exercisable as of September 30, 2016		3,233		$	4.84		5.19	$	1,661

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

(2) Options expected to vest reflect an estimated forfeiture rate.

The weighted average grant date fair value of options granted was $

1.93 for both the three and nine months ended September 30, 2016, and was $1.43 and $2.78 in the three and nine months ended September 30, 2015, respectively. The aggregate intrinsic value represents the difference between the market value of the Company’s common stock and the exercise price of outstanding, in-the-money options.

 The total intrinsic value of options exercised was not material for the three and nine months ended September 30, 2016, respectively, and was $0.1 million and $0.5 million for the three and nine months ended September 30, 2015, respectively.

The following table summarizes restricted stock unit activity:

	Number of Shares (in thousands)			Weighted Average Fair Value at Grant		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1) (in thousands)
Balance at December 31, 201 5		1,619		$	5.39		0.99	$	5,681
Granted		1,914		$	3.84
Released		(1,093	)	$	5.25
Canceled and forfeited		(337	)	$	4.22
Balance at September 30, 2016		2,103		$	4.23		1.29	$	8,348

(1) The intrinsic value of RSUs is based on the Company ’s closing stock price as reported by the New York Stock Exchange on September 30, 2016 and December 31, 2015.

The total grant date fair value of

RSUs vested during the three- and nine-month periods ended September 30, 2016 was $2.7 million and $5.7 million, respectively. The total grant date fair value of RSUs vested during the three- and nine-month periods ended September 30, 2015 was $2.0 million and $4.0 million, respectively. All of the Company’s RSUs that were released during the three and nine months ended September 30, 2016 and 2015 were net share settled. As such, upon each release date, RSUs were withheld to cover the required withholding tax, which is based on the value of the RSU on the release date as determined by the closing price of the Company’s common stock on the trading day of the settlement date. The remaining amounts are delivered to the recipient as shares of Company common stock.

Modification of Employee Stock Options

On January 2, 2015, the Company modified options to purchase 0.7 million shares of common stock previously granted to non-executive employees with exercise prices over $7.00 per share. The exercise price of the modified options was reduced to $5.14 per share, the closing price of the Company

’s common stock on the New York Stock Exchange on January 2, 2015. No other terms of these options were modified. The Company expects to recognize an additional $0.4 million of stock-based compensation expense over the remaining vesting terms of the options as a result of the modification. As of September 30, 2016, an immaterial amount of additional stock-based compensation expense related to the modification remains to be expensed.

Employee Stock Purchase Plan

In July 2013, the Company adopted a 2013 Employee Stock Purchase Plan (the “

2013 Purchase Plan”) that became effective on August 6, 2013. The 2013 Purchase Plan is designed to enable eligible employees to periodically purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period

. Purchases are accomplished through participation in discrete offering periods. The 2013 Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. The Company initially reserved 500,000 shares of its common stock for issuance under the 2013 Purchase Plan

and shares reserved for issuance increase January 1 of each year by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase or (ii) such number of shares as may be determined by the board of directors.

The expected term of ESPP shar

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	201 6		2015		2016			201 5
Expected term (years)		0.50		0.50		0.50			0.50
Volatility		56%		56%		56%		56%	-	80%
Risk-free interest rate		0.44%		0.21%	0.44%	-	0.45%	0.07%	-	0.21%
Dividend yield		—		—		—			—

Stock Repurchase Program

On February 18, 2016, the Company announced its

board of directors authorized a $10 million share repurchase program. The authorization has no set expiration date, but, subject to market conditions and other factors, is intended to be completed over the twelve months following its announcement. Purchases under this repurchase program are made in the open market and complied with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The cost of the repurchased shares is funded from available working capital. For accounting purposes, common stock repurchased under the Company’s stock repurchase program is recorded based upon the repurchase date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method.

Stock repurchase activity under

the Company’s stock repurchase program during the nine months ended September 30, 2016 is summarized as follows (in thousands, except share and per share amounts):

	Total Number of Shares Repurchased		Average Price Paid per Share (1)		Amount of Repurchase
Cumulative balance at December 31, 2015		—	$	—	$	—
Repurchases of common stock (2)		1,365,051	$	3.64		4,996
Cumulative balance at September 30, 2016		1,365,051	$	3.64	$	4,996

(1) Average price paid per share includes commission.

(2) I ncludes $89,000 of cash used to purchase 22 ,200 treasury shares in late September 2016 that had not yet settled as of September 30, 2016.

In addition to the

1,365,051 shares repurchased under the repurchase program, the Company holds 66,666 shares of treasury stock related to the acquisition of Crowd Science, for a total of 1,431,717 shares of treasury stock. Treasury stock could be re-issued if the Company determined to do so.

Shares Reserved for Future Issuance

At

September 30, 2016 and December 31, 2015, the Company has reserved the following shares of common stock for future issuance:

	September 30 , 201 6		December 31, 201 5
Common stock reserved:
Common stock options		4,148,588		4,360,015
Restricted stock units		2,102,651		1,618,543
Shares available for future issuance under the 2013 Plan		4,220,585		3,680,862
Employee stock purchase plan		335,984		437,934
		10,807,808		10,097,354

Stock-Based Compensation

The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation

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

The fair value of option

s granted to employees is determined using the Black-Scholes option valuation model with the following assumptions:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			201 5			2016			201 5
Expected term (years)		6.00			6.00			6.00			6.00
Volatility		56	%		56	%		56	%		56%
Risk-free interest rate		1.895	%		1.72	%		1.895	%	1.54%	—	1.79%
Dividend yield		—			—			—			—
Weighted-average fair value	$	1.93		$	1.43		$	1.93			$2.78

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	201 6		201 5		201 6		201 5
Cost of revenue (1)	$	49	$	64	$	144	$	245
Sales and marketing		706		729		2,152		2,655
Research and development ( 2)		304		299		924		819
General and administrative		1,078		1,032		3,418		3,015
Total employee stock-based compensation	$	2,137	$	2,124	$	6,638	$	6,734

(1) Excludes $6,000 for the nine months ended September 30, 2015 that was capitalized as part of internal-use software development costs.

(2) Excludes $126,000, and $401,000 for the three and nine months ended September 30, 2016, respectively, and $132,000 and $384,000 for the three and nine months ended September 30, 2015, respectively, that was capitalized as part of internal-use software development costs.

No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options during the

three and nine months ended September 30, 2016 and 2015. As of September 30, 2016, there was $9.3 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards, which will be recognized over a weighted average period of 2.04 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. 

401(k) Plan

The Company

’s 401(k) Plan (the “401(k) Plan”) is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit of $18,000 for calendar years 2016 and 2015. The Company began matching employee contributions in April 2014. The Company will match 50% of each participating employee’s contributions up to a maximum of 6% of each employee’s eligible earnings with an annual maximum match of $2,500 per employee per year.

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Note 10 - Income Taxes

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Income Tax Disclosure [Text Block]

10. Income Taxes

The Company

’s provision for income taxes consists of federal and state income taxes in the U.S. and income taxes in certain foreign jurisdictions, deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and the realization of net operating loss carryforwards. For the three and nine months ended September 30, 2016 and 2015, income tax expense was primarily related to state taxes and taxes due in foreign jurisdictions, primarily India and the United Kingdom.

The following table summarizes our income tax

expense and our effective tax rates for the three and nine months ended September 30, 2016 and 2015 (in thousands, except effective tax rate):

	Three Months Ended September 30,						Nine Months Ended September 30,
	201 6			201 5			2016			2015
Loss before income taxes	$	(4,529	)	$	(6,490	)	$	(10,493	)	$	(18,195	)
Income tax expense (benefit)	$	(65	)	$	44		$	55		$	170
Effective tax rate		1.4	%		(0.7	) %		(0.5	)%		(0.9	)%

A valuation allowance is provided when it is more likely than not that the

Company’s deferred tax assets will not be realized. The Company’s practice is to establish a full valuation allowance to offset domestic net deferred tax assets. As of September 30, 2016 and December 31, 2015, a full valuation allowance on domestic deferred tax assets were placed due to the uncertainty of realizing future tax benefits from the Company’s net operating loss carryforwards and other deferred tax assets. The federal and state valuation allowance increased by approximately $1.5 million and $4.3 million during the three and nine months ended September 30, 2016, respectively.

As of

September 30, 2016, the Company has U.S. federal net operating loss carryforwards of approximately $32.6 million, expiring beginning in 2026. As of September 30, 2016, the Company has U.S. state and local net operating loss carryforwards of approximately $23.7 million, expiring beginning in 2016.

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Note 11 - Net Loss Per Share

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Earnings Per Share [Text Block]

11. Net Loss per Share

The following table presents

the calculation of basic and diluted net loss per share (in thousands, except per share data):

Net Loss per Share Attributable to Common Stockholders	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Numerator:
Net loss	$	(4,464	)	$	(6,534	)	$	(10,548	)	$	(18,365	)
Denominator:
Weighted-average shares used in computing net loss per share:
Basic		34,314			34,071			34,524			33,626
Weighted-average effect of potentially dilutive shares:
S tock options		—			—			—			—
Restricted stock units		—			—			—			—
D iluted		34,314			34,071			34,524			33,626
Net loss per share:
Basic	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)
Diluted	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)

The following

weighted-average equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
S tock options		4,084		4,667		4,235		3,738
Restricted stock units		562		466		507		391
Convertible common stock warrants		—		—		—		5
Employee stock purchase plan		31		96		52		109

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Note 12 - Segments and Geographical Information

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

12. Segments and Geographical Information

The Company considers operating segments to be components of the Company in which separate financial information is available that is

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

	Three Months End ed September 30,				Nine Months End ed September 30,
	2016		2015		2016		2015
Domestic	$	32,584	$	33,544	$	105,494	$	100,311
Foreign		2,369		5,326		9,367		19,107
Total revenue	$	34,953	$	38,870	$	114,861	$	119,418

The Company

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

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Note 13 - Subsequent Event

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Subsequent Events [Text Block]

13. Subsequent Event

As disclosed on our Form 8-K filed November 9, 2016, on November 8, 2016, the board of directors of the Company (the “

Board”) approved a restructuring plan designed to reduce its operating expenses to better align with expected future revenue. The Company anticipates that the restructuring plan will be implemented through the first quarter of 2017 and will result in incremental fourth quarter 2016 cost savings of approximately $1.3 million. The elements of the Company’s restructuring plan include a workforce reduction and real estate consolidation.

As part of the restructuring plan, the Company expects to reduce its workforce by approximately 13 employees. The changes to the workforce may vary by country, based on local legal requirements, as appropriate. In the fourth quarter of 2016, the Company expects the workforce reduction to result in approximately $1.4 million in severance costs and all other actions under the plan to result in costs of approximately $0.1 million.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the

audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2016. The condensed consolidated balance sheet as of December 31, 2015, included herein was derived from the Company’s audited consolidated financial statements as of that date but does not include all disclosures required by GAAP, including notes to the financial statements.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting

only of normal recurring adjustments) necessary for the fair statement of the interim periods stated.

Consolidation, Policy [Policy Text Block]

Basis of Consolidation

The

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

Significant Risks and Uncertainties Policy [Policy Text Block]

Certain Significant Risks and Uncertainties

The Company operates in a dynamic industry and, accordingly,

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

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

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

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU

 2014-09, 

Revenue from Contracts with Customers (Topic 606)

, which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. In August 2015, the FASB issued ASU 2015-14, 

Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date

, which defers the effective date of ASU 2014-09 for one year and permits early adoption as early as the original effective date of ASU 2014-09. Accordingly, the Company may adopt the standard in January 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company anticipates it will adopt the standard in January 2018 and has not yet selected a transition method. The Company is currently evaluating the impact of adopting the new revenue standard on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01,

 

Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items

. This standard eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply this standard prospectively. A reporting entity may also apply this standard retrospectively to all periods presented in the financial statements. The Company adopted this standard prospectively as of January 1, 2016 and the impact to the consolidated financial statements was not material.

In January 2016, the FASB issued ASU 2016-01,

 

Financial Instruments--Overall

 

(Subtopic 825-10)

: 

Recognition and Measurement of Financial Assets and Financial Liabilities

, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the standard clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this standard.

In February 2016, the FASB issued ASU 2016-02

 

Leases

 

(Topic 842)

. This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-08,

 

Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).

This ASU clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. This guidance will be effective in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. The Company is currently evaluating the impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09,

 

Compensation - Stock

Compensation (Topic 718)

.This ASU was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. This standard covers accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows and will be effective as of January 1, 2017, with early adoption permitted.

The Company does not expect the impact of adopting this standard to be material.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations and Other Risks

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

’s minimum credit rating policy.

C

redit risk with respect to accounts receivable is dispersed due to the large number of advertising customers. Collateral is not required for accounts receivable. The Company performs ongoing credit evaluations of customers’ financial condition and periodically evaluates its outstanding accounts receivable and establishes an allowance for doubtful accounts receivable based on the Company’s historical experience, the current aging and circumstances of accounts receivable and general industry and economic conditions. Accounts receivable are written off by the Company when it has been determined that all available collection avenues have been exhausted. If circumstances change, higher than expected bad debts may result in future write-offs that are greater than the Company’s estimates.

No customers accounted for 10% or more of the Company

’s accounts receivable as of September 30, 2016 or December 31, 2015. One agency customer accounted for 10.4% of the Company’s revenue in the three months ended September 30, 2016. No customers accounted for 10% or more of the Company’s revenue in the three months ended September 30, 2015 and the nine months ended September 30, 2016 and 2015.

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Allowance for doubtful accounts receivable:
Balance – beginning of period	$	1,890		$	1,606		$	1,961		$	1,471
Allowance for doubtful accounts receivable		638			234			825			457
Doubtful accounts receivable write-offs		(135	)		(377	)		(393	)		(465	)
Balance – end of period	$	2,393		$	1,463		$	2,393		$	1,463

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Note 2 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Allowance for Credit Losses on Financing Receivables [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Allowance for doubtful accounts receivable:
Balance – beginning of period	$	1,890		$	1,606		$	1,961		$	1,471
Allowance for doubtful accounts receivable		638			234			825			457
Doubtful accounts receivable write-offs		(135	)		(377	)		(393	)		(465	)
Balance – end of period	$	2,393		$	1,463		$	2,393		$	1,463

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Note 3 - Cash, Cash Equivalents, and Marketable Securities and Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Cash, Cash Equivalents and Investments [Table Text Block]

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30 , 201 6 :
Cash	$	20,832	$	—	$	—		$	20,832
Cash equivalents:
Money market funds		10,337		—		—			10,337
Total cash and cash equivalents		31,169		—		—			31,169
Marketable securities:
Corporate bonds		20,419		5		(9	)		20,415
Government agency bonds		8,523		2		—			8,525
Commercial paper		3,590		—		—			3,590
Total marketable securities		32,532		7		(9	)		32,530
Total cash, cash equivalents and marketable securities	$	63,701	$	7	$	(9	)	$	63,699
Forward currency forward contracts	$	—	$	—	$	(22	)	$	(22	)

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2015:
Cash	$	7,638	$	—	$	—		$	7,638
Cash equivalents:
Money market funds		10,221		—		—			10,221
Total cash and cash equivalents		17,859		—		—			17,859
Marketable securities:
Corporate bonds		31,372		—		(78	)		31,294
Government agency bonds		6,544		—		(8	)		6,536
Commercial paper		4,494		—		—			4,494
Total marketable securities		42,410		—		(86	)		42,324
Total cash, cash equivalents and marketable securities	$	60,269	$	—	$	(86	)	$	60,183
Forward currency forward contracts	$	—	$	—	$	(10	)	$	(10	)

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Note 4 - Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	Fair Value Measurements at September 30, 2016
	Level 1		Level 2			Level 3		Total
Money market funds (1)	$	10,337	$	—		$	—	$	10,337
Marketable securities:
Corporate bonds	$	—	$	20,415		$	—	$	20,415
Government and agency bonds				8,525					8,525
Commercial paper		—		3,590			—		3,590
Total marketable securities	$	—	$	32,530		$	—	$	32,530
Foreign currency forward contracts (2)	$	—	$	(22	)	$	—	$	(22	)

	Fair Value M easurements at December 31, 2015
	Level 1		Level 2			Level 3		Total
Money market funds (1)	$	10,221	$	—		$	—	$	10,221
Marketable securities :
Corporate bonds	$	—	$	31,294		$	—	$	31,294
Government and agency bonds		—		6,536			—		6,536
Commercial paper		—		4,494			—		4,494
Total marketable securities	$	—	$	42,324		$	—	$	42,324
Foreign currency forward contracts (2)	$	—	$	(10	)	$	—	$	(10	)

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Note 6 - Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-Average Remaining Life (years)
September 30, 2016:
Developed technology	$	2,950	$	(2,787	)	$	163		0.3
Customer relationships		104		(104	)		—		—
Non-compete agreement		53		(53	)		—		—
	$	3,107	$	(2,944	)	$	163
December 31 , 2015:
Developed technology	$	2,950	$	(2,300	)	$	650		1.0
Customer relationships		104		(95	)		9		0.4
Non-compete agreement		53		(53	)		—		—
	$	3,107	$	(2,448	)	$	659

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

	Amount
Three months ending December 31, 2016	$	163

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Note 9 - Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2016

Employee [Member]

Notes Tables

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			201 5			2016			201 5
Expected term (years)		6.00			6.00			6.00			6.00
Volatility		56	%		56	%		56	%		56%
Risk-free interest rate		1.895	%		1.72	%		1.895	%	1.54%	—	1.79%
Dividend yield		—			—			—			—
Weighted-average fair value	$	1.93		$	1.43		$	1.93			$2.78

Schedule of Common Stock Outstanding Roll Forward [Table Text Block]

	Number of Shares
Outstanding at December 31, 201 5		34,455,220
Option exercises		7,518
RSUs released, net of share s withheld for taxes		903,714
Common stock issued in connection with employee stock purchase plan		446,502
Repurchases of common stock		(1,365,051	)
Outstanding at September 30, 2016		34,447,903

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of Shares (in thousands)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)		Aggregate Intrinsic Value ( 1 ) (in thousands)
Balance at December 31, 2015		4,360		$	5.04		6.30	$	1,480
Granted		306		$	3.61
Exercised		(8	)	$	1.21
Canceled and forfeited		(509	)	$	4.81
Balance at September 30, 2016		4,149		$	4.97		5.83	$	1,785
Vested as of September 30, 2016 and expected to vest thereafter (2)		4,036		$	4.97		5.75	$	1,763
Vested and exercisable as of September 30, 2016		3,233		$	4.84		5.19	$	1,661

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

	Number of Shares (in thousands)			Weighted Average Fair Value at Grant		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (1) (in thousands)
Balance at December 31, 201 5		1,619		$	5.39		0.99	$	5,681
Granted		1,914		$	3.84
Released		(1,093	)	$	5.25
Canceled and forfeited		(337	)	$	4.22
Balance at September 30, 2016		2,103		$	4.23		1.29	$	8,348

Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	201 6		2015		2016			201 5
Expected term (years)		0.50		0.50		0.50			0.50
Volatility		56%		56%		56%		56%	-	80%
Risk-free interest rate		0.44%		0.21%	0.44%	-	0.45%	0.07%	-	0.21%
Dividend yield		—		—		—			—

Class of Treasury Stock [Table Text Block]

	Total Number of Shares Repurchased		Average Price Paid per Share (1)		Amount of Repurchase
Cumulative balance at December 31, 2015		—	$	—	$	—
Repurchases of common stock (2)		1,365,051	$	3.64		4,996
Cumulative balance at September 30, 2016		1,365,051	$	3.64	$	4,996

Schedule Of Common Stock Reserved For Future Issuance [Table Text Block]

	September 30 , 201 6		December 31, 201 5
Common stock reserved:
Common stock options		4,148,588		4,360,015
Restricted stock units		2,102,651		1,618,543
Shares available for future issuance under the 2013 Plan		4,220,585		3,680,862
Employee stock purchase plan		335,984		437,934
		10,807,808		10,097,354

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	201 6		201 5		201 6		201 5
Cost of revenue (1)	$	49	$	64	$	144	$	245
Sales and marketing		706		729		2,152		2,655
Research and development ( 2)		304		299		924		819
General and administrative		1,078		1,032		3,418		3,015
Total employee stock-based compensation	$	2,137	$	2,124	$	6,638	$	6,734

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Note 10 - Income Taxes (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Income Tax Expense (Benefit) and Effective Tax Rates [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	201 6			201 5			2016			2015
Loss before income taxes	$	(4,529	)	$	(6,490	)	$	(10,493	)	$	(18,195	)
Income tax expense (benefit)	$	(65	)	$	44		$	55		$	170
Effective tax rate		1.4	%		(0.7	) %		(0.5	)%		(0.9	)%

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Note 11 - Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Net Loss per Share Attributable to Common Stockholders	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Numerator:
Net loss	$	(4,464	)	$	(6,534	)	$	(10,548	)	$	(18,365	)
Denominator:
Weighted-average shares used in computing net loss per share:
Basic		34,314			34,071			34,524			33,626
Weighted-average effect of potentially dilutive shares:
S tock options		—			—			—			—
Restricted stock units		—			—			—			—
D iluted		34,314			34,071			34,524			33,626
Net loss per share:
Basic	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)
Diluted	$	(0.13	)	$	(0.19	)	$	(0.31	)	$	(0.55	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
S tock options		4,084		4,667		4,235		3,738
Restricted stock units		562		466		507		391
Convertible common stock warrants		—		—		—		5
Employee stock purchase plan		31		96		52		109

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Note 12 - Segments and Geographical Information (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	Three Months End ed September 30,				Nine Months End ed September 30,
	2016		2015		2016		2015
Domestic	$	32,584	$	33,544	$	105,494	$	100,311
Foreign		2,369		5,326		9,367		19,107
Total revenue	$	34,953	$	38,870	$	114,861	$	119,418

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Note 2 - Summary of Significant Accounting Policies (Details Textual) - Customer Concentration Risk [Member]	3 Months Ended
	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Accounts Receivable [Member]
Number of Major Customers	0	0
Sales Revenue, Net [Member]
Number of Major Customers	0		0
Concentration Risk, Percentage	10.40%

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Note 2 - Summary of Significant Accounting Policies - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Balance – beginning of period	$ 1,890	$ 1,606	$ 1,961	$ 1,471
Allowance for doubtful accounts receivable	638	234	825	457
Doubtful accounts receivable write-offs	(135)	(377)	(393)	(465)
Balance – end of period	$ 2,393	$ 1,463	$ 2,393	$ 1,463

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Note 3 - Cash, Cash Equivalents, and Marketable Securities and Derivative Instruments (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Jul. 01, 2020
Minimum [Member]
Marketable Securities Maturities	90 days
Maximum [Member]
Marketable Securities Maturities	2 years
Lease Agreements [Member] | Scenario, Forecast [Member]
Security Deposit		$ (0.3)
Lease Agreements [Member]
Security Deposit	$ 0.4
Previous Lease Agreement [Member]
Security Deposit	0.3
Letter of Credit [Member]
Letters of Credit Outstanding, Amount	$ 0.3

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Note 3 - Cash, Cash Equivalents, and Marketable Securities and Derivative Instruments - Summary of Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Cash [Member]
Cost	$ 20,832	$ 7,638
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value	20,832	7,638
Forward currency forward contracts, gross unrealized gains
Forward currency forward contracts, fair value	(20,832)	(7,638)
Money Market Funds [Member]
Cost	10,337	10,221
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value	10,337	10,221
Forward currency forward contracts, gross unrealized gains
Forward currency forward contracts, fair value	(10,337)	(10,221)
Cash and Cash Equivalents [Member]
Cost	31,169	17,859
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value	31,169	17,859
Forward currency forward contracts, gross unrealized gains
Forward currency forward contracts, fair value	(31,169)	(17,859)
Corporate Bond Securities [Member]
Cost	20,419	31,372
Gross Unrealized Gains	5
Gross Unrealized Losses	(9)	(78)
Fair Value	20,415	31,294
Forward currency forward contracts, gross unrealized gains	(5)
Forward currency forward contracts, fair value	(20,415)	(31,294)
US Government Agencies Debt Securities [Member]
Cost	8,523	6,544
Gross Unrealized Gains	2
Gross Unrealized Losses		(8)
Fair Value	8,525	6,536
Forward currency forward contracts, gross unrealized gains	(2)
Forward currency forward contracts, fair value	(8,525)	(6,536)
Commercial Paper [Member]
Cost	3,590	4,494
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value	3,590	4,494
Forward currency forward contracts, gross unrealized gains
Forward currency forward contracts, fair value	(3,590)	(4,494)
Marketable Securities [Member]
Cost	32,532	42,410
Gross Unrealized Gains	7
Gross Unrealized Losses	(9)	(86)
Fair Value	32,530	42,324
Forward currency forward contracts, gross unrealized gains	(7)
Forward currency forward contracts, fair value	(32,530)	(42,324)
Cash and Cash Equivalents and Marketable Securities [Member]
Cost	63,701	60,269
Gross Unrealized Gains	7
Gross Unrealized Losses	(9)	(86)
Fair Value	63,699	60,183
Forward currency forward contracts, gross unrealized gains	(7)
Forward currency forward contracts, fair value	(63,699)	(60,183)
Gross Unrealized Gains
Fair Value	22	10
Forward currency forward contracts, gross unrealized gains
Forward currency forward contracts, fair value	$ (22)	$ (10)

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Note 4 - Fair Value of Financial Instruments (Details Textual) - Marketable Securities [Member]	9 Months Ended
	Sep. 30, 2016
Minimum [Member]
Financial Instruments, Maturities, Short Term	90 days
Financial Instrument, Maturities, Long Term	1 year
Maximum [Member]
Financial Instruments, Maturities, Short Term	1 year
Financial Instrument, Maturities, Long Term	2 years

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Note 4 - Fair Value of Financial Instruments - Money Market Funds and Marketable Securities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands		Sep. 30, 2016		Dec. 31, 2015
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Asset fair value		$ 10,337	[1]	$ 10,221	[2]
Foreign currency forward contracts		(10,337)	[1]	(10,221)	[2]
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 1 [Member] | US Government Agencies Debt Securities [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Assets [Member]
Asset fair value	[3]
Foreign currency forward contracts	[3]
Fair Value, Inputs, Level 1 [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member]
Asset fair value	[2]
Foreign currency forward contracts	[2]
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member]
Asset fair value		20,415		31,294
Foreign currency forward contracts		(20,415)		(31,294)
Fair Value, Inputs, Level 2 [Member] | US Government Agencies Debt Securities [Member]
Asset fair value		8,525		6,536
Foreign currency forward contracts		(8,525)		(6,536)
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member]
Asset fair value		3,590		4,494
Foreign currency forward contracts		(3,590)		(4,494)
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Assets [Member]
Asset fair value		22	[4]	10	[3]
Foreign currency forward contracts		(22)	[4]	(10)	[3]
Fair Value, Inputs, Level 2 [Member]
Asset fair value		32,530		42,324
Foreign currency forward contracts		(32,530)		(42,324)
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member]
Asset fair value	[2]
Foreign currency forward contracts	[2]
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 3 [Member] | US Government Agencies Debt Securities [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member]
Asset fair value
Foreign currency forward contracts
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Assets [Member]
Asset fair value	[3]
Foreign currency forward contracts	[3]
Fair Value, Inputs, Level 3 [Member]
Asset fair value
Foreign currency forward contracts
Money Market Funds [Member]
Asset fair value		10,337	[1]	10,221	[2]
Foreign currency forward contracts		(10,337)	[1]	(10,221)	[2]
Corporate Debt Securities [Member]
Asset fair value		20,415		31,294
Foreign currency forward contracts		(20,415)		(31,294)
US Government Agencies Debt Securities [Member]
Asset fair value		8,525		6,536
Foreign currency forward contracts		(8,525)		(6,536)
Commercial Paper [Member]
Asset fair value		3,590		4,494
Foreign currency forward contracts		(3,590)		(4,494)
Derivative Financial Instruments, Assets [Member]
Asset fair value		22	[4]	10	[3]
Foreign currency forward contracts		(22)	[4]	(10)	[3]
Asset fair value		32,530		42,324
Foreign currency forward contracts		$ (32,530)		$ (42,324)

[1] Included in "Cash and cash equivalents" in the accompanying condensed consolidated balance sheet as of September 30, 2016.

[2] Included in "Cash and cash equivalents" in the accompanying condensed consolidated balance sheet as of December 31, 2015.

[3] Included in "Accrued liabilities" in the accompanying condensed consolidated balance sheet as of December 31, 2015.

[4] Included in "Accrued liabilities" in the accompanying condensed consolidated balance sheet as of September 30, 2016.

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Note 5 - Foreign Currency Transaction Risk - Foreign Currency Forward Contracts (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Foreign Exchange Forward [Member]
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	$ 0.1	$ 0.2	$ 0.4	$ 0.3
Derivative, Notional Amount	$ 5.2		$ 5.2

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Note 6 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Goodwill	$ 3,902		$ 3,902		$ 3,902
Amortization of Intangible Assets	$ 200	$ 200	$ 500	$ 500

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Note 6 - Goodwill and Intangible Assets - Intangible Assets Detail (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Developed Technology Rights [Member]
Gross Carrying Amount	$ 2,950	$ 2,950
Accumulated Amortization	(2,787)	(2,300)
Net Carrying Amount	$ 163	$ 650
Weighted-Average Remaining Life	109 days	1 year
Customer Relationships [Member]
Gross Carrying Amount	$ 104	$ 104
Accumulated Amortization	(104)	(95)
Net Carrying Amount		$ 9
Weighted-Average Remaining Life		146 days
Noncompete Agreements [Member]
Gross Carrying Amount	$ 53	$ 53
Accumulated Amortization	(53)	(53)
Net Carrying Amount
Gross Carrying Amount	3,107	3,107
Accumulated Amortization	(2,944)	(2,448)
Net Carrying Amount	$ 163	$ 659

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Note 6 - Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Three months ending December 31, 2016	$ 163

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Note 7 - Borrowings (Details Textual) - Silicon Valley Bank [Member] - USD ($)	1 Months Ended
	Nov. 30, 2014	Sep. 30, 2016	Dec. 31, 2015
Long-term Line of Credit		$ 0	$ 0
Line of Credit Facility, Maximum Borrowing Capacity	$ 25,000,000
Line Of Credit Facility Adjusted Quick Ratio	1.6
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	1.00%

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Note 8 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating Leases, Rent Expense, Net	$ 0.7	$ 0.7	$ 2.5	$ 2.3

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Note 9 - Stockholders' Equity (Details Textual) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 02, 2015	Aug. 06, 2013	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Feb. 18, 2016	Dec. 31, 2015	Aug. 07, 2013
The 2004 Plan [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date						85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period						10 years
The 2004 Plan [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period						5 years
The 2004 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period						3 years
The 2013 Plan [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period						5 years
The 2013 Plan [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period						10 years
The 2013 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage						25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period						3 years
Share-based Compensation Arrangement by Share-based Payment Award, Minimum Grant Price as a Percentage of Fair Market Value at Grant Date						100.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			2,000,000	2,000,000		2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum						5.00%
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date		85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		500,000
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum		1.00%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate		15.00%
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value				$ 2,700,000	$ 2,000,000	$ 5,700,000	$ 4,000,000
Modification of Employee Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	700,000					0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 7
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 400,000
Post Modification of Employee Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 5.14
Cost of Revenue [Member]
Capitalized Computer Software, Period Increase (Decrease)							6,000
Research and Development Expense [Member]
Capitalized Computer Software, Period Increase (Decrease)				$ 126,000	$ 132,000	$ 401,000	$ 384,000
Preferred Stock, Shares Authorized			20,000,000	20,000,000		20,000,000			20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share			$ 0.001	$ 0.001		$ 0.001			$ 0.001
Preferred Stock, Shares Outstanding			0	0		0			0
Common Stock, Shares, Issued			34,447,903	34,447,903		34,447,903			34,455,220
Stock Repurchased During Period, Shares						1,365,051
Treasury Stock, Shares			1,431,717	1,431,717		1,431,717			66,666
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 1.93	$ 1.43	$ 1.93	$ 2.78
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value				$ 0	$ 100,000	$ 0	$ 500,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						306,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price			$ 4.97	$ 4.97		$ 4.97			$ 5.04
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized			$ 9,300,000	$ 9,300,000		$ 9,300,000
Stock Repurchase Program, Authorized Amount								$ 10,000,000
Payments for Repurchase of Common Stock			$ 89,000			$ 4,966,000
Treasury Stock, Shares, Acquired			22,200
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition						2 years 14 days
Defined Contribution Plan, Employer Matching Contribution, Percent of Match						50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay						6.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount						$ 2,500
Common Stock, Shares, Outstanding			34,447,903	34,447,903		34,447,903			34,455,220
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense				$ 0	0	$ 0	0
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options				$ 0	$ 0	$ 0	$ 0

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Note 9 - Stockholders' Equity - Common Stock Activity (Details)	9 Months Ended
	Sep. 30, 2016 shares
Common Stock [Member]
Outstanding at December 31, 2015 (in shares)	34,455,220
Option exercises (in shares)	7,518
RSUs released, net of shares withheld for taxes (in shares)	903,714
Common stock issued in connection with employee stock purchase plan (in shares)	446,502
Repurchases of common stock (in shares)	(1,365,051)
Outstanding at September 30, 2016 (in shares)	34,447,903
Outstanding at December 31, 2015 (in shares)	34,455,220
Option exercises (in shares)	8,000
Repurchases of common stock (in shares)	(1,365,051)
Outstanding at September 30, 2016 (in shares)	34,447,903

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Note 9 - Stockholders' Equity - Option Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		6 Months Ended	9 Months Ended	12 Months Ended
		Jun. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Balance (in shares)		4,360	4,360
Balance, weighted-average exercise price (in dollars per share)		$ 5.04	$ 5.04
Balance, weighted-average remaining contractual life				6 years 109 days
Balance, aggregate intrinsic value	[1]		$ 1,785	$ 1,480
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			306
Granted, weighted-average exercise price (in dollars per share)			$ 3.61
Exercised (in shares)			(8)
Exercised, weighted-average exercise price (in dollars per share)			$ 1.21
Canceled and forfeited (in shares)		(509)
Canceled and forfeited, weighted-average exercise price (in dollars per share)			$ 4.81
Balance (in shares)			4,149	4,360
Balance, weighted-average exercise price (in dollars per share)			$ 4.97	$ 5.04
Balance, weighted-average remaining contractual life			5 years 302 days
Vested as of September 30, 2016 and expected to vest thereafter (2) (in shares)			4,036
Vested as of March 31, 2016 and expected to vest thereafter (2), weighted-average exercise price (in dollars per share)	[2]		$ 4.97
Vested as of March 31, 2016 and expected to vest thereafter (2), weighted-average remaining contractual life			5 years 273 days
Vested as of March 31, 2016 and expected to vest thereafter (2), aggregate intrinsic value	[1]		$ 1,763
Vested and exercisable as of September 30, 2016 (in shares)			3,233
Vested and exercisable as of March 31, 2016, weighted-average exercise price (in dollars per share)			$ 4.84
Vested and exercisable as of March 31, 2016, weighted-average remaining contractual life			5 years 69 days
Vested and exercisable as of March 31, 2016, aggregate intrinsic value	[1]		$ 1,661

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

[2] Options expected to vest reflect an estimated forfeiture rate.

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Note 9 - Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Balance, RSU (in shares)		1,619
Balance, RSU weighted-average fair value at grant (in dollars per share)		$ 5.39
Balance, RSU weighted average remaining contractual life		1 year 105 days	361 days
Balance, RSU aggregate intrinsic value	[1]	$ 8,348	$ 5,681
Granted, RSU (in shares)		1,914
Granted, RSU weighted-average fair value at grant (in dollars per share)		$ 3.84
Released, RSU (in shares)		(1,093)
Released, RSU weighted-average fair value at grant (in dollars per share)		$ 5.25
Canceled and forfeited, RSU (in shares)		(337)
Canceled and forfeited, RSU weighted-average fair value at grant (in dollars per share)		$ 4.22
Balance, RSU (in shares)		2,103	1,619
Balance, RSU weighted-average fair value at grant (in dollars per share)		$ 4.23	$ 5.39

[1] The intrinsic value of RSUs is based on the Company's closing stock price as reported by the New York Stock Exchange on September 30, 2016 and December 31, 2015.

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Note 9 - Stockholders' Equity - Assumptions Used to Value Employee Stock Purchase Rights (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Minimum [Member]
Volatility				56.00%
Risk-free interest rate			0.44%	0.07%
Maximum [Member]
Volatility				80.00%
Risk-free interest rate			0.45%	0.21%
Expected term (years)	182 days	182 days	182 days	182 days
Volatility	56.00%	56.00%	56.00%
Risk-free interest rate	0.44%	0.21%

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Note 9 - Stockholders' Equity - Stock Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended
		Sep. 30, 2016	Sep. 30, 2016
Common Stock [Member]
Cumulative balance at December 31, 2015 (in shares)
Cumulative balance at December 31, 2015, average price paid per share (in dollars per share)
Cumulative balance at December 31, 2015, amount of repurchase
Repurchases of common stock (2) (in shares)	[1]		1,365,051
Repurchases of common stock (2) (in dollars per share)	[1],[2]		$ 3.64
Repurchases of common stock (2)	[1]		$ 4,996
Cumulative balance at September 30, 2016 (in shares)		1,365,051	1,365,051
Cumulative balance at March 31, 2016, average price paid per share (in dollars per share)	[2]	$ 3.64	$ 3.64
Cumulative balance at March 31, 2016, amount of repurchase		$ 4,996	$ 4,996
Cumulative balance at December 31, 2015 (in shares)			66,666
Cumulative balance at December 31, 2015, amount of repurchase
Repurchases of common stock (2) (in shares)		22,200
Cumulative balance at September 30, 2016 (in shares)		1,431,717	1,431,717
Cumulative balance at March 31, 2016, amount of repurchase		$ 4,966	$ 4,966

[1] Includes $89,000 of cash used to purchase 22,200 treasury shares in late September 2016 that had not yet settled as of September 30, 2016.

[2] Average price paid per share includes commission.

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Note 9 - Stockholders' Equity - Shares of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2016	Dec. 31, 2015
Common Stock Options [Member]
Common stock reserved (in shares)	4,148,588	4,360,015
Restricted Stock Units [Member]
Common stock reserved (in shares)	2,102,651	1,618,543
Shares Available for Future Issuance [Member]
Common stock reserved (in shares)	4,220,585	3,680,862
Employee Stock Purchase Plan [Member]
Common stock reserved (in shares)	335,984	437,934
Common stock reserved (in shares)	10,807,808	10,097,354

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Note 9 - Stockholders' Equity - Fair Value of Option Grants (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Employee Stock Option [Member] | Minimum [Member]
Risk-free interest rate				1.54%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value
Employee Stock Option [Member] | Maximum [Member]
Risk-free interest rate				1.79%
Employee Stock Option [Member]
Expected term (years)	6 years	6 years	6 years	6 years
Volatility	56.00%	56.00%	56.00%	56.00%
Risk-free interest rate	1.895%	1.72%	1.895%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 1.93	$ 1.43	$ 1.93	$ 2.78
Minimum [Member]
Volatility				56.00%
Risk-free interest rate			0.44%	0.07%
Maximum [Member]
Volatility				80.00%
Risk-free interest rate			0.45%	0.21%
Expected term (years)	182 days	182 days	182 days	182 days
Volatility	56.00%	56.00%	56.00%
Risk-free interest rate	0.44%	0.21%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 1.93	$ 1.43	$ 1.93	$ 2.78

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Note 9 - Stockholders' Equity - Summary of Stock-based Compensation Related to Stock-based Awards (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Cost of Revenue [Member]
Allocated stock-based compensation	[1]	$ 49	$ 64	$ 144	$ 245
Selling and Marketing Expense [Member]
Allocated stock-based compensation		706	729	2,152	2,655
Research and Development Expense [Member]
Allocated stock-based compensation	[2]	304	299	924	819
General and Administrative Expense [Member]
Allocated stock-based compensation		1,078	1,032	3,418	3,015
Allocated stock-based compensation		$ 2,137	$ 2,124	$ 6,638	$ 6,734

[1] Excludes $6,000 for the nine months ended September 30, 2015 that was capitalized as part of internal-use software development costs.

[2] Excludes $126,000, and $401,000 for the three and nine months ended September 30, 2016, respectively, and $132,000 and $384,000 for the three and nine months ended September 30, 2015, respectively, that was capitalized as part of internal-use software development costs.

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Note 10 - Income Taxes (Details Textual) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2016 USD ($)
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 1.5	$ 4.3
Deferred Tax Assets, Operating Loss Carryforwards, Domestic	32.6	32.6
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 23.7	$ 23.7

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Note 10 - Income Taxes - Summary of Income Tax Expense and Effective Tax Rates (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Loss before income taxes	$ (4,529)	$ (6,490)	$ (10,493)	$ (18,195)
Income tax expense (benefit)	$ (65)	$ 44	$ 55	$ 170
Effective tax rate	1.40%	(0.70%)	(0.50%)	(0.90%)

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Note 11 - Net Loss Per Share - Calculation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Net loss	$ (4,464)	$ (6,534)	$ (10,548)	$ (18,365)
Weighted-average shares used in computing net loss per share:
Basic (in shares)	34,314	34,071	34,524	33,626
Weighted-average effect of potentially dilutive shares:
Diluted (in shares)	34,314	34,071	34,524	33,626
Net loss per share:
Basic (in dollars per share)	$ (0.13)	$ (0.19)	$ (0.31)	$ (0.55)
Diluted (in dollars per share)	$ (0.13)	$ (0.19)	$ (0.31)	$ (0.55)

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Note 11 - Net Loss Per Share - Equity Shares Excluded from the Calculation of Diluted Net Income Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Employee Stock Option [Member]
Antidilutive shares (in shares)	4,084	4,667	4,235	3,738
Restricted Stock Units (RSUs) [Member]
Antidilutive shares (in shares)	562	466	507	391
Convertible Common Stock Warrants [Member]
Antidilutive shares (in shares)				5
Employee Stock Purchase Plan [Member]
Antidilutive shares (in shares)	31	96	52	109

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Note 12 - Segments and Geographical Information (Details Textual)	9 Months Ended
	Sep. 30, 2016
Number of Operating Segments	1

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Note 12 - Segment and Geographical Information - Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Domestic [Member]
Revenue	$ 32,584	$ 33,544	$ 105,494	$ 100,311
Foreign [Member]
Revenue	2,369	5,326	9,367	19,107
Revenue	$ 34,953	$ 38,870	$ 114,861	$ 119,418

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Note 13 - Subsequent Event (Details Textual) $ in Millions		3 Months Ended
	Nov. 08, 2016 USD ($)	Dec. 31, 2016 USD ($)
Subsequent Event [Member]
Restructuring and Related Activities, Estimated Cost Svaings	$ 1.3
Restructuring and Related Cost, Expected Number of Positions Eliminated	13
Scenario, Forecast [Member]
Severance Costs		$ 1.4
Other Restructuring Costs		$ 0.1