Acquisition

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisition

Acquisition

On December 19, 2019, the Company entered into an Agreement and Plan of Merger with Rubicon Project ("Rubicon"), pursuant to which, subject to the approval of the Company's stockholders and Rubicon Project stockholders, the Company and Rubicon Project will combine in an all-stock merger (the "Merger"). At the completion of the Merger, Telaria will become a wholly owned subsidiary of the Rubicon Project. The Merger will create a combined company offering a single platform for transacting CTV, desktop display, video, audio, and mobile inventory across all geographic and auction types. The Merger had not been completed as of December 31, 2019 and is expected to be completed in early April 2020.

On June 8, 2018, the Company acquired all of the outstanding shares of SlimCut, a video technology solutions company, pursuant to a stock purchase agreement between the Company and the sellers identified therein. As consideration for the acquisition, the Company made an initial payment to the sellers of $5,458, subject to certain adjustments set forth in the purchase agreement. In addition, the sellers were eligible to receive future cash payments up to $1,500 based on achieving certain financial milestones.

The fair value of the contingent consideration as of June 8, 2018 was $1,443 (see Note 4) and is included in the purchase price of SlimCut. The Company re-measured the estimated fair value of the contingent consideration as of June 30, 2018, September 30, 2018 and December 31, 2018, with no material change in fair value as of June 30 or September 30, 2018. As of December 31, 2018, the full contingent consideration of $1,500 was earned, which resulted in $57 in mark-to-market expense. The contingent consideration was paid in full in the first-quarter of 2019.

The financial effects of this acquisition, individually and in the aggregate, were not material to the Company’s consolidated balance sheet and statement of operations as of December 31, 2018 and, therefore, proforma results are not presented.

On August 3, 2015, the Company acquired all of the outstanding shares of TVN.  As consideration for the acquisition, the Company made an initial payment to the former stockholders of TVN (“TVN Sellers”) of $3,040 Australian dollars ($2,217 U.S. dollars based on the currency exchange rate on the date of the acquisition). In addition, the TVN Sellers were eligible to receive cash payments over a term of two years contingent on the operating performance of TVN in reaching certain financial milestones in each of the periods from July, 1, 2015 to June 30, 2016 and the period from July 1, 2016 to June 30, 2017, a portion of which was also contingent on continued employment of certain TVN Sellers (the “TVN Employee Sellers”). Subsequent to the date of acquisition, the Company re-measured the estimated fair value of the contingent consideration at each reporting date with any changes in fair value recorded in the Company’s statements of operations.

For the year ended December 31, 2017, the Company recorded $148, in mark-to market expense related to the change in contingent consideration for TVN Sellers that were not required to remain employed with the Company and $1,810, of compensation related expense in connection with contingent consideration payments that were contingent on continued employment of the TVN Employee Sellers. Compensation related expense in connection with the continued employment of the

TVN Employee Sellers was recorded in sales and marketing expense. As of December 31, 2017, all contingent consideration related to the purchase of TVN had been paid.