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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Maxpoint Interactive, Inc. | NASDAQ:MXPT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.85 | 0.01 | 199,999.99 | 0 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
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Delaware
(State or other jurisdiction of
incorporation or organization)
|
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20‑5530657
(I.R.S. Employer
Identification Number)
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|
Large accelerated filer
¨
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Accelerated filer
¨
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Non‑accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Emerging growth company
x
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Page
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|
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|
•
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our limited operating history, particularly as a public company, which makes it difficult to evaluate our current business and future prospects;
|
•
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our ability to achieve or sustain profitability;
|
•
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the effects of increased competition in our market and our ability to compete effectively;
|
•
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our ability to attract new customers;
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•
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our ability to maintain or increase the allocation of our existing customers’ marketing spend to us;
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•
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changes in our customers’ advertising budget allocations, agency affiliations or marketing strategies;
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•
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our ability to develop new products and services, enhance our existing products and services or make necessary changes to our technology platform or business model;
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•
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our ability to expand our business internationally;
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•
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our ability to comply with, and the effect on our business of, evolving legal standards and regulations, particularly concerning privacy and data protection;
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•
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the seasonality of our business;
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•
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our dependence on the continued growth of the digital advertising market;
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•
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our ability to maintain a supply of media inventory or impressions;
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•
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our ability to retain key employees and attract additional key employees;
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•
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our ability to maintain effective internal controls;
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•
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our recognition of revenue from customer subscriptions over the term of the customer agreements; and
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•
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general market, political, economic and business conditions, including internationally.
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As of December 31,
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As of March 31,
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||||
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2016
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2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
|
24,221
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|
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$
|
20,378
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Accounts receivable, net
|
43,432
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25,793
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|
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Prepaid expenses and other current assets
|
1,477
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|
2,106
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Total current assets
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69,130
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48,277
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Property, equipment and software, net
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20,125
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19,549
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Other long-term assets
|
60
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|
|
60
|
|
||
Total assets
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$
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89,315
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$
|
67,886
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Liabilities and Stockholders’ equity
|
|
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||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
12,660
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|
|
$
|
8,864
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|
Accrued expenses and other current liabilities
|
9,400
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|
|
8,791
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|
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Short-term debt
|
27,489
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|
18,645
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|
||
Total current liabilities
|
49,549
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|
|
36,300
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|
||
Other long-term liabilities
|
1,218
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|
|
1,154
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|
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Total liabilities
|
50,767
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|
37,454
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|
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Commitments and contingencies (See Note 7)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.00005 par value; 500,000,000 shares authorized, 6,632,889 and 6,713,551 shares issued and outstanding as of December 31, 2016 and March 31, 2017, respectively
|
1
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|
|
1
|
|
||
Additional paid-in capital
|
107,898
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|
|
109,008
|
|
||
Accumulated other comprehensive loss
|
(200
|
)
|
|
(195
|
)
|
||
Accumulated deficit
|
(69,151
|
)
|
|
(78,382
|
)
|
||
Total stockholders’ equity
|
38,548
|
|
|
30,432
|
|
||
Total liabilities and stockholders’ equity
|
$
|
89,315
|
|
|
$
|
67,886
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Revenue
|
$
|
29,450
|
|
|
$
|
27,853
|
|
Traffic acquisition costs
|
10,088
|
|
|
8,799
|
|
||
Other cost of revenue
|
4,643
|
|
|
4,676
|
|
||
Gross profit
|
14,719
|
|
|
14,378
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
|
13,349
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|
|
12,383
|
|
||
Research and development
|
6,507
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|
|
6,424
|
|
||
General and administrative
|
5,318
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|
|
4,612
|
|
||
Total operating expenses
|
25,174
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|
|
23,419
|
|
||
Loss from operations
|
(10,455
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)
|
|
(9,041
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)
|
||
Other expense (income):
|
|
|
|
||||
Interest expense
|
264
|
|
|
172
|
|
||
Interest income
|
(3
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
18
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|
|
18
|
|
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Total other expense
|
279
|
|
|
190
|
|
||
Loss before income taxes
|
(10,734
|
)
|
|
(9,231
|
)
|
||
Provision for income taxes
|
—
|
|
|
—
|
|
||
Net loss
|
$
|
(10,734
|
)
|
|
$
|
(9,231
|
)
|
|
|
|
|
||||
Net loss per basic and diluted share of common stock
|
$
|
(1.63
|
)
|
|
$
|
(1.39
|
)
|
|
|
|
|
||||
Weighted-average shares used to compute net loss per basic and diluted share of common stock
|
6,565,212
|
|
|
6,643,475
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Net loss
|
$
|
(10,734
|
)
|
|
$
|
(9,231
|
)
|
Other comprehensive (loss) income:
|
|
|
|
||||
Foreign currency translation adjustments
|
(22
|
)
|
|
5
|
|
||
Comprehensive loss
|
$
|
(10,756
|
)
|
|
$
|
(9,226
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
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|
||||||||||||||||||
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Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance—January 1, 2017
|
6,632,889
|
|
|
$
|
1
|
|
|
$
|
107,898
|
|
|
$
|
(200
|
)
|
|
$
|
(69,151
|
)
|
|
$
|
38,548
|
|
Exercise of stock options
|
13,750
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
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|
|
29
|
|
|||||
Repurchases of common stock
|
(13,081
|
)
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||
Issuance of common stock upon vesting of restricted stock units
|
124,480
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld related to net share settlement of restricted stock units
|
(44,487
|
)
|
|
—
|
|
|
(298
|
)
|
|
—
|
|
|
—
|
|
|
(298
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,454
|
|
|
—
|
|
|
—
|
|
|
1,454
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,231
|
)
|
|
(9,231
|
)
|
|||||
Balance—March 31, 2017
|
6,713,551
|
|
|
$
|
1
|
|
|
$
|
109,008
|
|
|
$
|
(195
|
)
|
|
$
|
(78,382
|
)
|
|
$
|
30,432
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(10,734
|
)
|
|
$
|
(9,231
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,232
|
|
|
2,653
|
|
||
Stock-based compensation expense
|
930
|
|
|
1,250
|
|
||
Bad debt expense
|
332
|
|
|
(1
|
)
|
||
Loss on disposal of asset
|
4
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
18
|
|
|
18
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
10,968
|
|
|
17,643
|
|
||
Prepaid expenses and other current assets
|
(1,136
|
)
|
|
(609
|
)
|
||
Security deposits
|
(30
|
)
|
|
—
|
|
||
Accounts payable
|
(4,888
|
)
|
|
(3,606
|
)
|
||
Accrued expenses and other current liabilities
|
1,097
|
|
|
(592
|
)
|
||
Other long-term liabilities
|
308
|
|
|
(64
|
)
|
||
Net cash (used in) provided by operating activities
|
(899
|
)
|
|
7,461
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, equipment and software
|
(927
|
)
|
|
(587
|
)
|
||
Capitalized internal-use software costs
|
(1,838
|
)
|
|
(1,494
|
)
|
||
Changes to restricted cash
|
1,861
|
|
|
—
|
|
||
Net cash used in investing activities
|
(904
|
)
|
|
(2,081
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from debt
|
—
|
|
|
36,000
|
|
||
Repayment of debt
|
(5,900
|
)
|
|
(44,844
|
)
|
||
Proceeds from stock option exercises
|
52
|
|
|
29
|
|
||
Tax withholdings related to net share settlements of restricted stock units
|
—
|
|
|
(298
|
)
|
||
Payments for repurchases of common stock
|
—
|
|
|
(75
|
)
|
||
Payments of issuance costs related to debt
|
(54
|
)
|
|
(36
|
)
|
||
Net cash used in financing activities
|
(5,902
|
)
|
|
(9,224
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(9
|
)
|
|
1
|
|
||
Net decrease in cash and cash equivalents
|
(7,714
|
)
|
|
(3,843
|
)
|
||
Cash and cash equivalents at beginning of period
|
41,143
|
|
|
24,221
|
|
||
Cash and cash equivalents at end of period
|
$
|
33,429
|
|
|
$
|
20,378
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Supplemental disclosures of other cash flow information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
277
|
|
|
$
|
194
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|
|
||
Purchases of property, equipment and software included in accounts payable and accruals
|
$
|
113
|
|
|
$
|
309
|
|
Stock-based compensation capitalized in internal-use software costs
|
$
|
109
|
|
|
$
|
204
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Allowance for doubtful accounts:
|
|
|
|
||||
Balance, beginning of period
|
$
|
102
|
|
|
$
|
290
|
|
Add: adjustment for bad debts
|
332
|
|
|
(1
|
)
|
||
Less: write-offs, net of recoveries
|
(104
|
)
|
|
—
|
|
||
Balance, end of period
|
$
|
330
|
|
|
$
|
289
|
|
|
2016
|
|
2017
|
||
Lender warrants to purchase common stock
|
50,000
|
|
|
50,000
|
|
Stock options outstanding
|
1,026,244
|
|
|
1,007,548
|
|
Unvested restricted stock units
|
536,100
|
|
|
408,293
|
|
Possible future issuance under equity incentive plan
|
189,513
|
|
|
573,917
|
|
Possible future issuance under employee stock purchase plan
|
66,823
|
|
|
129,323
|
|
Total shares reserved
|
1,868,680
|
|
|
2,169,081
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Other cost of revenue
|
$
|
18
|
|
|
$
|
17
|
|
Sales and marketing
|
194
|
|
|
163
|
|
||
Research and development
|
335
|
|
|
251
|
|
||
General and administrative
|
394
|
|
|
356
|
|
||
|
$
|
941
|
|
|
$
|
787
|
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
|
|||||
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding balance at January 1, 2017
|
1,026,244
|
|
|
$
|
28.73
|
|
|
7.65
|
|
$
|
299
|
|
Granted
|
28,425
|
|
|
4.69
|
|
|
|
|
|
|||
Exercised
|
(13,750
|
)
|
|
2.14
|
|
|
|
|
|
|||
Cancelled
|
(33,371
|
)
|
|
25.43
|
|
|
|
|
|
|||
Outstanding balance at March 31, 2017
|
1,007,548
|
|
|
$
|
28.52
|
|
|
7.49
|
|
$
|
329
|
|
Exercisable at March 31, 2017
|
593,197
|
|
|
$
|
31.30
|
|
|
6.83
|
|
$
|
277
|
|
Vested and expected to vest at March 31, 2017
|
972,228
|
|
|
$
|
29.03
|
|
|
7.44
|
|
$
|
314
|
|
|
2017
|
||
Other cost of revenue
|
$
|
31
|
|
Sales and marketing
|
115
|
|
|
Research and development
|
331
|
|
|
General and administrative
|
153
|
|
|
|
$
|
630
|
|
|
Number of
Awards |
|
Weighted-
Average Grant Date Fair Value |
|||
Nonvested balance at January 1, 2017
|
536,100
|
|
|
$
|
8.87
|
|
Granted
|
9,800
|
|
|
5.55
|
|
|
Vested
|
(124,480
|
)
|
|
8.87
|
|
|
Forfeited
|
(13,127
|
)
|
|
8.59
|
|
|
Nonvested balance at March 31, 2017
|
408,293
|
|
|
$
|
8.80
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Other cost of revenue
|
$
|
3
|
|
|
$
|
1
|
|
Sales and marketing
|
28
|
|
|
12
|
|
||
Research and development
|
54
|
|
|
18
|
|
||
General and administrative
|
13
|
|
|
6
|
|
||
|
$
|
98
|
|
|
$
|
37
|
|
|
Three Months
Ended March 31, |
||||
|
2016
|
|
2017
|
||
Lender warrants to purchase common stock
|
50,000
|
|
|
50,000
|
|
2015 ESPP
|
45,432
|
|
|
34,652
|
|
Restricted stock units
|
—
|
|
|
408,293
|
|
Stock options
|
1,084,476
|
|
|
1,007,548
|
|
Total
|
1,179,908
|
|
|
1,500,493
|
|
•
|
Foot Traffic Measurement.
Our location-based technology uses mobile activity, combined with offline store visits to measure success in terms of foot traffic of consumers for national brands.
|
•
|
Trade Promotion Measurement.
Our service provides store level sales lift measurement and neighborhood audience insights for in-store trade promotions. In-store trade promotion activities include in-store displays, endcaps and other promotional activities.
|
•
|
Data Integration Relationships.
Our data integration relationships with third-party data management platforms, or DMPs, expand the accessibility to our data and intelligence by offering our branded and customized audience data to our partners’ customers. Our unique data can be made available within a third-party marketer’s preferred platform for targeting, measurement and data management. Customers of these third-parties may choose to include our branded or customized audience data to help improve the performance of their own digital marketing applications or media platforms.
|
•
|
Customer Catalyst.
Our
enhanced service offering links permission-based customer relationship marketing, or CRM, data to specific household devices. This technology can enrich CRM data by adding real-time purchase intent profiles, preferred retailers and same-day co-visitation data to each customer record for a household.
|
•
|
PathPoint.
We are developing proprietary
wireless activity-sensing devices that are capable of gathering data on a consenting shopper’s in-store activities. These devices identify a shopper’s in-store activity as it happens, including such person’s location within the store, dwell times and frequency of visitation. It also enhances retailers’ abilities to measure the effectiveness of in-store marketing as well as traffic drivers to their stores.
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
29,450
|
|
|
$
|
27,853
|
|
Traffic acquisition costs
|
10,088
|
|
|
8,799
|
|
||
Other cost of revenue
|
4,643
|
|
|
4,676
|
|
||
Gross profit
|
14,719
|
|
|
14,378
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
|
13,349
|
|
|
12,383
|
|
||
Research and development
|
6,507
|
|
|
6,424
|
|
||
General and administrative
|
5,318
|
|
|
4,612
|
|
||
Total operating expenses
|
25,174
|
|
|
23,419
|
|
||
Loss from operations
|
(10,455
|
)
|
|
(9,041
|
)
|
||
Other expense (income):
|
|
|
|
||||
Interest expense
|
264
|
|
|
172
|
|
||
Interest income
|
(3
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
18
|
|
|
18
|
|
||
Total other expense
|
279
|
|
|
190
|
|
||
Loss before income taxes
|
(10,734
|
)
|
|
(9,231
|
)
|
||
Provision for income taxes
|
—
|
|
|
—
|
|
||
Net loss
|
$
|
(10,734
|
)
|
|
$
|
(9,231
|
)
|
|
Three Months
Ended March 31, |
||||
|
2016
|
|
2017
|
||
|
(as a percentage of revenue)
|
||||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
Traffic acquisition costs
|
34.3
|
%
|
|
31.6
|
%
|
Other cost of revenue
|
15.8
|
%
|
|
16.8
|
%
|
Gross profit
|
50.0
|
%
|
|
51.6
|
%
|
Operating expenses:
|
|
|
|
||
Sales and marketing
|
45.3
|
%
|
|
44.5
|
%
|
Research and development
|
22.1
|
%
|
|
23.1
|
%
|
General and administrative
|
18.1
|
%
|
|
16.6
|
%
|
Total operating expenses
|
85.5
|
%
|
|
84.1
|
%
|
Loss from operations
|
(35.5
|
)%
|
|
(32.5
|
)%
|
Other expense (income):
|
|
|
|
||
Interest expense
|
0.9
|
%
|
|
0.6
|
%
|
Interest income
|
—
|
%
|
|
—
|
%
|
Amortization of deferred financing costs
|
0.1
|
%
|
|
0.1
|
%
|
Total other expense
|
0.9
|
%
|
|
0.7
|
%
|
Loss before income taxes
|
(36.4
|
)%
|
|
(33.1
|
)%
|
Provision for income taxes
|
—
|
%
|
|
—
|
%
|
Net loss
|
(36.4
|
)%
|
|
(33.1
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||||
|
2016
|
|
2017
|
|
|
|
|
|||||||||||||
|
|
|
Percentage of
Revenue
|
|
|
|
Percentage of
Revenue
|
|
Period-to-Period Change
|
|||||||||||
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
Percentage
|
|||||||||||
|
(in thousands, except percentages)
|
|||||||||||||||||||
Revenue
|
$
|
29,450
|
|
|
100.0
|
%
|
|
$
|
27,853
|
|
|
100.0
|
%
|
|
$
|
(1,597
|
)
|
|
(5.4
|
)%
|
Traffic acquisition costs
|
10,088
|
|
|
34.3
|
%
|
|
8,799
|
|
|
31.6
|
%
|
|
(1,289
|
)
|
|
(12.8
|
)%
|
|||
Other cost of revenue
|
4,643
|
|
|
15.8
|
%
|
|
4,676
|
|
|
16.8
|
%
|
|
33
|
|
|
0.7
|
%
|
|||
Gross profit
|
14,719
|
|
|
50.0
|
%
|
|
14,378
|
|
|
51.6
|
%
|
|
(341
|
)
|
|
(2.3
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing
|
13,349
|
|
|
45.3
|
%
|
|
12,383
|
|
|
44.5
|
%
|
|
(966
|
)
|
|
(7.2
|
)%
|
|||
Research and development
|
6,507
|
|
|
22.1
|
%
|
|
6,424
|
|
|
23.1
|
%
|
|
(83
|
)
|
|
(1.3
|
)%
|
|||
General and administrative
|
5,318
|
|
|
18.1
|
%
|
|
4,612
|
|
|
16.6
|
%
|
|
(706
|
)
|
|
(13.3
|
)%
|
|||
Total operating expenses
|
25,174
|
|
|
85.5
|
%
|
|
23,419
|
|
|
84.1
|
%
|
|
(1,755
|
)
|
|
(7.0
|
)%
|
|||
Loss from operations
|
(10,455
|
)
|
|
(35.5
|
)%
|
|
(9,041
|
)
|
|
(32.5
|
)%
|
|
1,414
|
|
|
(13.5
|
)%
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
264
|
|
|
0.9
|
%
|
|
172
|
|
|
0.6
|
%
|
|
(92
|
)
|
|
(34.8
|
)%
|
|||
Interest income
|
(3
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
3
|
|
|
(100.0
|
)%
|
|||
Amortization of deferred financing costs
|
18
|
|
|
0.1
|
%
|
|
18
|
|
|
0.1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total other expense
|
279
|
|
|
0.9
|
%
|
|
190
|
|
|
0.7
|
%
|
|
(89
|
)
|
|
(31.9
|
)%
|
|||
Loss before income taxes
|
(10,734
|
)
|
|
(36.4
|
)%
|
|
(9,231
|
)
|
|
(33.1
|
)%
|
|
1,503
|
|
|
(14.0
|
)%
|
|||
Provision for income taxes
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Net loss
|
$
|
(10,734
|
)
|
|
(36.4
|
)%
|
|
$
|
(9,231
|
)
|
|
(33.1
|
)%
|
|
$
|
1,503
|
|
|
(14.0
|
)%
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
|
(in thousands, except number of
enterprise customers)
|
||||||
Revenue
|
$
|
29,450
|
|
|
$
|
27,853
|
|
Revenue ex-TAC
|
$
|
19,362
|
|
|
$
|
19,054
|
|
Adjusted EBITDA
|
$
|
(7,184
|
)
|
|
$
|
(4,934
|
)
|
Number of enterprise customers
|
751
|
|
|
730
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
|
(in thousands)
|
||||||
Revenue
|
$
|
29,450
|
|
|
$
|
27,853
|
|
Less: traffic acquisition costs
|
(10,088
|
)
|
|
(8,799
|
)
|
||
Revenue ex-TAC
|
$
|
19,362
|
|
|
$
|
19,054
|
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
Adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us;
|
•
|
our definition of Adjusted EBITDA for use as an operating result measure, described above, differs from the Adjusted EBITDA definition used by our lender to calculate our amended loan and security agreement quarterly covenant; and
|
•
|
other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net loss
|
$
|
(10,734
|
)
|
|
$
|
(9,231
|
)
|
Adjustments:
|
|
|
|
|
|
||
Interest expense
|
264
|
|
|
172
|
|
||
Interest income
|
(3
|
)
|
|
—
|
|
||
Amortization of deferred financing costs
|
18
|
|
|
18
|
|
||
Provision for income taxes
|
—
|
|
|
—
|
|
||
Depreciation and amortization
|
2,232
|
|
|
2,653
|
|
||
Stock-based compensation
|
1,039
|
|
|
1,454
|
|
||
Adjusted EBITDA
|
$
|
(7,184
|
)
|
|
$
|
(4,934
|
)
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
|
(in thousands)
|
||||||
Other cost of revenue
|
$
|
1,627
|
|
|
$
|
1,908
|
|
Sales and marketing
|
113
|
|
|
152
|
|
||
Research and development
|
463
|
|
|
562
|
|
||
General and administrative
|
29
|
|
|
31
|
|
||
Total depreciation and amortization
|
$
|
2,232
|
|
|
$
|
2,653
|
|
|
Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
|
(in thousands)
|
||||||
Other cost of revenue
|
$
|
21
|
|
|
$
|
49
|
|
Sales and marketing
|
222
|
|
|
290
|
|
||
Research and development
|
389
|
|
|
600
|
|
||
General and administrative
|
407
|
|
|
515
|
|
||
Total stock-based compensation
|
$
|
1,039
|
|
|
$
|
1,454
|
|
|
2017
|
||
Fourth Amended New Revolving Line of Credit
|
$
|
18,645
|
|
Total
|
$
|
18,645
|
|
|
As of and for the Three Months
Ended March 31, |
||||||
|
2016
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
33,429
|
|
|
$
|
20,378
|
|
Accounts receivable, net
|
$
|
32,021
|
|
|
$
|
25,793
|
|
Working capital
|
$
|
22,936
|
|
|
$
|
11,977
|
|
Cash (used in) provided by:
|
|
|
|
||||
Operating activities
|
$
|
(899
|
)
|
|
$
|
7,461
|
|
Investing activities
|
$
|
(904
|
)
|
|
$
|
(2,081
|
)
|
Financing activities
|
$
|
(5,902
|
)
|
|
$
|
(9,224
|
)
|
|
|
Payment Due by Period
|
||||||||||||||||||
|
|
|
|
Less than 1 Year
|
|
|
|
|
|
More than 5 Years
|
||||||||||
Contractual Obligations
|
|
Total
|
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Debt
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Amended New Revolving Line of Credit
|
|
$
|
18,645
|
|
|
$
|
18,645
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest payments
|
|
839
|
|
|
839
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
11,709
|
|
|
2,954
|
|
|
4,641
|
|
|
2,660
|
|
|
1,454
|
|
|||||
Purchase commitments
|
|
3,938
|
|
|
3,096
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
35,131
|
|
|
$
|
25,534
|
|
|
$
|
5,483
|
|
|
$
|
2,660
|
|
|
$
|
1,454
|
|
|
(1)
|
This principal payment projection assumes no changes in the borrowing base calculation and that principal will be due at maturity. Interest payment projections on our loan and security agreement assume that we will not incur a material change in our outstanding borrowings, in the current interest rate, or in the maturity date of
March 31, 2018
.
|
•
|
build a reputation for superior solutions and create trust and long-term relationships with customers and advertising agencies;
|
•
|
develop and launch additional product and service offerings that meet our customers’ evolving needs;
|
•
|
distinguish ourselves from competitors in our industry;
|
•
|
offer a competitive technology platform;
|
•
|
achieve our operating plans;
|
•
|
maintain access to financing arrangements, as needed, and comply with the covenants within our current loan and security agreement;
|
•
|
maintain and expand our relationships with the real-time bidding, or RTB, exchanges and other programmatic or direct media sources through which we execute our customers’ digital marketing campaigns;
|
•
|
respond to evolving industry standards and government regulations that impact our business, particularly in the areas of data collection and consumer privacy;
|
•
|
prevent or otherwise mitigate failures or breaches of security or privacy;
|
•
|
expand our business internationally; and
|
•
|
attract, hire, integrate and retain qualified and motivated employees.
|
•
|
changes in our customers’ advertising budget allocations, agency affiliations or marketing strategies;
|
•
|
changes in the economic prospects of our customers or the economy generally, which could alter current or prospective customers’ spending priorities, or increase the time or costs required to complete sales;
|
•
|
the addition or loss of customers, particularly enterprise customers;
|
•
|
the growth or reduction of business with current customers or advertising agencies that act on their behalf;
|
•
|
changes in demand for and pricing of our products and services;
|
•
|
the impact of seasonality on our customers’ businesses and budgets for digital marketing campaigns, particularly our consumer product and retail customers;
|
•
|
the introduction of new technologies, products or service offerings by us or our competitors;
|
•
|
unpredictable sales cycles;
|
•
|
the impact of macroeconomic, market and political factors and trends, including in light of “Brexit,” and other recent political developments;
|
•
|
changes in the availability of media inventory through RTB exchanges;
|
•
|
changes in our pricing policies, or the pricing policies of our competitors, RTB exchanges or other third-party service providers;
|
•
|
changes and uncertainty in the regulatory environment, especially with respect to data privacy and data protection, for us or our customers;
|
•
|
changes in our operating expenses and capital expenditures; and
|
•
|
costs related to acquisitions of people, businesses or technologies.
|
•
|
dispose of or sell assets;
|
•
|
make material changes in our business or management;
|
•
|
consolidate or merge with or acquire other entities;
|
•
|
incur additional indebtedness;
|
•
|
incur liens on our assets;
|
•
|
pay dividends or make distributions on our capital stock;
|
•
|
make certain investments;
|
•
|
enter into transactions with our affiliates; and
|
•
|
make any payment in respect of any subordinated indebtedness.
|
•
|
digital advertising services offered by other companies, including those owned by traditional advertising and direct marketing companies;
|
•
|
ERP vendors such as Adobe, Oracle, Salesforce.com and IBM;
|
•
|
companies that offer demand-side platforms that allow customers to purchase inventory directly from RTB exchanges or other third parties;
|
•
|
advertising networks and advertising agencies, including agency trading desks;
|
•
|
digital services offered through large online platforms, such as Yahoo! Inc., Google Inc. and Facebook, Inc.;
|
•
|
in-house solutions used by our customers;
|
•
|
companies providing online search advertising, for which we do not offer a solution; and
|
•
|
technology companies providing online marketing platforms focused on local businesses.
|
•
|
announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular;
|
•
|
competitive factors;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
actual or anticipated changes or fluctuations in our results of operations or key metrics;
|
•
|
whether our results of operations or key metrics meet our forecasts or the expectations of securities analysts or investors or those expectations change;
|
•
|
litigation involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries, or both;
|
•
|
the impact of macroeconomic, market and political factors and trends, including in light of “Brexit,” and other recent political developments;
|
•
|
major catastrophic events;
|
•
|
sales of large blocks of our common stock;
|
•
|
departures of key employees;
|
•
|
our ability to raise capital when required or refinance our debt or both; or
|
•
|
an adverse impact on the company from any of the other risks cited in this report.
|
•
|
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
the ability of our board of directors to issue shares of convertible preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by a majority vote of our entire board of directors, the chairman of our board of directors or our chief executive officer, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66
2
/
3
% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
|
Period
|
|
Total Number of Shares of Common Stock Purchased
|
|
Weighted-
Average
Price Paid per Share of Common Stock
(1)
|
|
Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Approximate Dollar Value of Shares of Common Stock that May Yet be Purchased Under the Plans or Programs
(in thousands)
(2)
|
||||||
January 1, 2017 - January 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,875
|
|
February 1, 2017 - February 28, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,875
|
|
March 1, 2017 - March 31, 2017
|
|
13,081
|
|
|
$
|
5.75
|
|
|
75,171
|
|
|
$
|
3,800
|
|
Total
|
|
13,081
|
|
|
$
|
5.75
|
|
|
75,171
|
|
|
|
|
(1)
|
The weighted-average price paid per share of common stock does not include the cost of commissions.
|
(2)
|
On March 4, 2016, our board of directors authorized the repurchase of up to $4.0 million of our outstanding shares of common stock. As part of the share repurchase program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act. The timing, manner, price and amount of any repurchases will be determined in our discretion and will depend on factors such as cash generation from operations, other cash requirements, economic and market conditions, stock price and legal and regulatory requirements. The stock repurchase program does not have an expiration date and may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate us to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases. The stock repurchase program requires that the Company retire repurchased shares in accordance with Delaware corporate law and that such repurchased shares resume the status of authorized but unissued shares of common stock. Therefore, we account for these stock repurchases using the constructive retirement method.
|
|
|
MAXPOINT INTERACTIVE, INC.
|
||
|
|
|
||
Date: May 10, 2017
|
|
By:
|
|
/ s /
Joseph Epperson
|
|
|
Name:
|
|
Joseph Epperson
|
|
|
Title:
|
|
President, Chief Executive Officer and Chairman
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
||
|
|
By:
|
|
/ s /
Brad Schomber
|
|
|
Name:
|
|
Brad Schomber
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit No.
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
3.1
|
|
Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc.
|
|
8-K
|
|
001-36864
|
|
3.1
|
|
3/12/2015
|
3.2
|
|
Amended and Restated Bylaws of MaxPoint Interactive, Inc.
|
|
8-K
|
|
001-36864
|
|
3.2
|
|
3/12/2015
|
3.3
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc.
|
|
8-K
|
|
001-36864
|
|
3.1
|
|
4/25/2016
|
10.1
|
|
Fourth Amendment to Loan and Security Agreement, dated March 22, 2017, between the Registrant and Silicon Valley Bank.
|
|
8-K
|
|
001-36864
|
|
10.1
|
|
3/23/2017
|
31.1
|
|
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.1†
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.2†
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
†
|
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of MaxPoint Interactive, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, regardless of any general incorporation language contained in any filing.
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