Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Letters of Credit

At December 31, 2019 and 2018, the Company had the following outstanding letters of credit:

•$300 as of December 31, 2019 and 2018, respectively, related to its former headquarters at 52 W 23rd St, New York, New York

•$320 as of December 31, 2019 and 2018 related to new office space in Mountain View, California

•$1,814 and $2,332 as of December 31, 2019 and 2018 related to its former headquarters at 1501 Broadway, New York, New York

•$633 as of December 31, 2019 and 2018 related to its current headquarters at 222 Broadway, New York, New York

Legal Contingencies

Between February 5 and February 28, 2020, seven lawsuits were filed by purported stockholders in connection with the proposed Merger with Rubicon Project. Two lawsuits were brought as putative class actions and are captioned Sabatini v. Telaria, Inc., et al., No. 1:20-cv-00219 (D. Del. filed Feb. 13, 2020) and Carter v. Telaria, Inc., et al., No. 1:20-cv-01576 (S.D.N.Y. filed Feb. 21, 2020). Five lawsuits were brought by the plaintiffs individually and are captioned Stein v. Telaria, Inc., et al., No. 1:20-cv-01010 (S.D.N.Y. filed Feb. 5, 2020); Lin v. Telaria, Inc. et al., No. 1:20-cv-01277 (S.D.N.Y. filed Feb. 13, 2020); Melool v. Telaria, Inc., et al., No. 1:20-cv-00836 (E.D.N.Y. filed Feb. 15, 2020); Robinson v. Telaria, Inc., et al., No. 1:20-cv-01380 (S.D.N.Y. filed Feb. 18, 2020); and Wu v. Telaria, Inc., No. 1:20-cv-01790 (S.D.N.Y. filed Feb. 28, 2020) (collectively, the “Complaints”). The Complaints name the Company and each member of its board of directors as defendants. The Sabatini complaint additionally names Rubicon Project and Madison Merger Corp. as defendants. The Complaints allege violations of Section 14(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 promulgated thereunder against all defendants, and assert violations of Section 20(a) of the Exchange Act against the individual defendants. The Sabatini complaint additionally alleges a claim under Section 20(a) of the Exchange against the Rubicon Project and Merger Sub. The Stein and Carter complaints additionally allege a violation of 17 C.F.R. § 244.100 against all defendants. The plaintiffs contend that the Telaria Definitive Proxy Statement filed as part of the Rubicon Project’s registration statement on Form S-4 on January 30, 2020 and amended on February 7, 2020, omitted or misrepresented material information regarding the Merger. The Complaints seek injunctive relief, rescission or rescissory damages, and an award of plaintiffs’ costs, including attorneys’ fees and expenses. The Lin and Sabatini complaints also seek dissemination of a proxy statement that discloses certain information requested by those plaintiffs. The defendants believe the claims asserted in the Complaints are without merit.

In addition, the Company is occasionally involved with various claims and litigation during the normal course of business. Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated. As of December 31, 2019 and 2018, no reserves were recorded. The determination of probability and the estimation of the actual amount of any such loss are inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. Based upon the Company’s experience, current information and applicable law, it generally does not believe it is reasonably probable that any proceedings or possible related claims will have a material effect on its financial statements. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.