Credit Facility

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Credit Facility

Credit Facility

The Company is party to a loan and security agreement, ("Credit Facility"), with Silicon Valley Bank, ("Lender"). Pursuant to the credit facility, the Company can incur revolver borrowings up to the lesser of $25.0 million and a borrowing base equal to 80.0% of eligible accounts receivable. Any outstanding principal amounts borrowed under the credit facility must be paid at maturity. Interest accrues at a floating rate equal to the lender’s prime rate and is payable monthly. The Company is charged a fee of 0.35% of any unused borrowing capacity, which is payable quarterly. The credit facility also includes a letter of credit, foreign exchange and cash management facility up to the full amount of available credit. The credit facility matures on March 26, 2020. In light of the pending merger with Rubicon Project which is expected to be closed in early April 2020, the Company does not intend to renew the credit facility. While the Company had no outstanding borrowings under the credit facility as of December 31, 2019 and December 31, 2018, the lender has issued standby letters of credit in favor of the landlords of our current and former headquarters and other office space totaling $3.1 million, which can be drawn down from amounts available under the credit facility. Upon expiration of the facility the Company intends to collateralize its letters of credit with cash in an equal amount.

The credit facility contains customary conditions to borrowings, events of default and negative covenants, including covenants that restrict the Company's ability to dispose of assets, merge with or acquire other entities, incur indebtedness, incur encumbrances, make distributions to holders of its capital stock, make investments or engage in transactions with our affiliates. The credit facility also includes a financial covenant with respect to a minimum cash balance, a minimum quick ratio, tested monthly, and Adjusted EBITDA for trailing periods which vary from three to twelve months, tested quarterly. The minimum quick ratio and Adjusted EBITDA covenants will only be tested if our net cash balance falls below a specified amount. The Company's obligations under the credit facility are secured by substantially all of its assets other than its intellectual property, although the Company has agreed not to encumber any of its intellectual property without the lender’s prior written consent. Subject to certain exceptions, the Company also required to maintain all of its cash and cash equivalents at accounts with the lender. The Company was in compliance with all covenants as of December 31, 2019 and through the date of this filing.