Erik Randerson - Vice President, IR Frank Addante - CEO, Founder and Chief Product Architect Greg Raifman - President Todd Tappin - Chief Operating Officer and CFO

Kerry Rice - Needham Jason Helfstein - Oppenheimer Sameet Sinha - B. Riley Rohit Kulkarni - RBC Capital Markets Justin Patterson - Raymond James

Thank you. Good afternoon, everyone, and welcome to Rubicon Project 2015 first quarter earnings conference call.

As a reminder, this conference call is being recorded. Joining me today are Frank Addante, CEO, Founder and Chief Product Architect; Greg Raifman, President; and Todd Tappin, Chief Operating Officer and Chief Financial Officer.

Before we get started, I’d like to remind our listeners that our prepared remarks and answers to questions will include expectations, predictions, estimates and other information that might be considered to be forward-looking statements, including but not limited to, guidance we’re providing and other non-historical statements related to our anticipated financial performance, operating and strategic plans, expectations regarding new initiatives, our relationships and business with buyers and sellers using our platform, fees and take rate, capital investment and organizational development, market conditions and trends in growth expectations and our competitive position. Forward-looking statements also include information regarding the size and growth of the intent marketing business, continued growth in Chango’s business, acceleration in the development of our buy-side business as a result of the transaction, development of our orders business and Chango’s retargeting, CPC, and CPA capabilities, and our ability to leverage our platform to take advantage of Chango’s business model including pricing and products, accretion resulting from the transaction and the final purchase price and dilution resulting from the transaction.

Forward-looking statements involve risks, uncertainties and assumptions and actual results may differ significantly from the results suggested by forward-looking statements for various reasons, including without limitation, if such risks or uncertainties materialize or assumptions prove to be inaccurate. The Chango subject to immigration and other risks and Chango’s businesses based on short-term and insertion orders, and clients may reduce or terminate their spending with Chango on short notice and without penalty.

In addition, Chango’s business is subject to many of the same risks, uncertainties and assumptions that affect our business, and risks applicable to us that will affect Chango as a part of Rubicon Project. Further we may adjust our plans and expectations and in response to market conditions or other factors.

Reported results should not be considered an indication of future performance. A discussion of these and other risks, uncertainties and assumptions is set forth in the company’s Annual Report Form 10-K for the year ended December 31, 2014 and our quarterly reports on Form 10-Q including under the headings Risk Factors and Management’s Discussion and Analysis of financial condition and results of operations.

We undertake no obligation to update forward-looking statements or relevant risks. Our commentary will include non-GAAP financial measures.

Reconciliations between GAAP and non-GAAP metrics for our reported matters can be found in our earnings press release, which we have posted to the investor relations website at investor.rubiconproject.com. At times in response to your questions, we may offer incremental metrics to provide greater insights into the dynamics of our business.

Please be advised that this additional detail may be one-time in nature and we may or may not provide an update in the future on these metrics. I encourage you to visit our Investor Relations website to access our press release, periodic SEC reports, a webcast replay of today’s call or to learn more about Rubicon Project.

With that, let turn the call over to Frank.

Thank you, Erik, and good afternoon, everyone. We had another strong quarter highlighted by three key things: First, exceptional financial results; second, exciting progress on innovations that position us to capture future growth; and third, expansion of our market opportunities through the acquisition of Chango.

First quarter revenue increased 62% year-over-year, our highest growth rate as a public company. We also delivered positive adjusted EBITDA.

I am especially proud of our team for delivering this level of growth in what is the industry’s seasonally slowest quarter. We achieved these impressive results while continuing to invest in our large market opportunity, demonstrating our success in being aggressive with innovation while being fiscally prudent.

Rubicon Project operates in a nearly $300 billion and growing market. We believe that continuing to invest in innovation, technology and people at this early stage on our growth cycle will unlock future value for our shareholders considering the massive opportunities that lie ahead of us.

Last quarter, I talked about our research and development initiatives and a new innovation center called The Garage. We recently announced the two products from The Garage should launch in to private beta.

DSP Builder’s an important offering that reinforces our strategy to enable the creation and growth of DSPs. Entrepreneurs, developers and companies can use this product to rapidly build and deploy and new DSPs.

Our hope is to inspire entrepreneurs and developers to innovate new solutions to accelerate the automation of advertising. Examples of what we would hope to see borne from DSP Builder might be a DSP for television or wearables advertising or the creation of new DSPs in the Chinese market where advertising is still sold on a page-by-page basis, or even at DSP for advertising and household appliances in the internet of things.

The opportunity is limitless. Experience has proven that enabling increase in the number of buyer participants in the advertising market accelerates industry growth.

We also launched our second generation high-frequency cloud in private beta, leveraging the strength of our massive cloud infrastructure which processes 5 trillion bid requests per month. And internal test process bids three times faster than the leading web-based cloud solution.

With the launch of our second generation high-frequency cloud, companies outside of Rubicon Project can now build and run their own high-performance applications using our purpose book graph. [Ph] Our existing clouds have been built around websites.

Our high-frequency cloud was built specifically for high-performance, low latency applications. The applications that could benefit from the computing power of our high-frequency cloud includes real-time bidding applications, big data applications with the creation of new exchanges, within advertising or beyond.

Another way to some [ph] product innovation is our guaranteed direct orders product which is gaining real traction. We’ve already signed some large seven figure commitments from guaranteed direct orders from buyers, which in turn has attracted significant interest from sellers eager to fulfill this new source of buyer demand.

This is another example of the network effects that are fueled by Rubicon Project’s platform. As a reminder, guaranteed direct orders automates the buying and selling of premium inventory on our fully reserve basis, similar to how TV advertising spots are sold in advance on a guaranteed basis.

This is how our largest media customers such as News Corp, Comcast and Turner are used to doing business with most of their clients. Lastly, with the acquisition of Chango, we saw an opportunity to further expand our addressable market and particularly in direct orders.

The acquisition provides compelling benefits to Rubicon Project. We estimate that Chango brings access to $35 billion of additional intent marketing expense to Rubicon Project marketplace.

This increased market opportunity includes access to search budgets that we can now bring into premium advertising. Chango also accelerates our biotechnology roadmap and hiring plans by more than a year.

We announced the Chango acquisition the same way because our one year anniversary of the IPO. It was an exciting time to accelerate this milestone by ringing the bells of New York Stock Exchange along with several important customers and many of our team members that have contributed to our success.

In the past year, as newly public company we’ve acquired three companies, nearly doubled our workforce, expanded into several new international markets, launched important new innovations that offer great promise for our future and continue to deliver strong financial results each and every quarter. And perhaps during such as exciting period of growth and positive advances for our company, our team continued to execute at a very high level, while also continuing to prioritize and scale our culture.

With that I would like Greg and Todd walk you through a more detailed analysis of our results.

Thank you, Frank and thank you all for joining us on the call this afternoon. As Frank referenced in his remarks, it’s been a busy two months since our last earnings call, particularly leading up to the announcement on March 31st of our definitive agreement to acquire Chango which we closed in late April.

I am proud of our team’s exceptional efforts, focused and strong execution throughout this busy period that led to another great quarter. I will focus my remarks on our many operational highlights that positions for improved growth outlook for 2015 that Todd will discuss.

From a top-line perspective, I am proud to report that our business is firing on all cylinders. To begin with, due to exception efforts of our seller cloud new business development team, we signed a record number of new premium sellers in Q1 and we continue to separate our premium marketplace from our competition.

We also continue to expand internationally and significantly advanced our orders platform among buyers and sellers. Last but certainly not least, the acquisition of Chango unlocks exciting growth opportunities that we’re positioned to leverage immediately out of the gate in Q2.

These highlights align with the core pillars of our business that we focus on day-in and day-out and that I have shared with you on each and every prior earnings prior ear calls. First, providing premium sellers with innovative and scalable solutions to help maximize revenue from their advertising inventory; second providing buyers with the capabilities needed to efficiently access our marketplace to reach and gauge consumers on any device and at any time; third, enhancing our cost platform solutions for all buyers and sellers; and fourth, continuing to drive international growth.

Now let me touch on each of these briefly starting with our seller efforts. In Q1, the seller cloud focused a good portion of its efforts on signing new deals for guaranteed orders offering that automates the buying and selling of premium digital advertising on a fully reserve basis.

The team delivered outstanding results against this objective. During a quarter, we contracted with nearly 50 sellers to make our premium inventory available for sale through our guaranteed orders platform.

Onboarding sellers to guaranteed orders requires a deep integration process that connects Rubicon Project directly into these sellers add server, adding further stickiness to our customer relationships. While these integration efforts will take time to scale, early results demonstrate our future growth potential as we’ve already signed multiple six and seven figure deals in just the first few months.

In its newly published market research IDC expects that guaranteed orders market will reach $41 billion worldwide by 2019. As we have previously cited, eMarket expects this market to reach $8 billion in the U.S.

alone by 2016. I would like to share a recent case study that further demonstrates how we are deepening our integrations with sellers to deliver even greater value.

Legacy.com ranks among the 50 most visited domains in the U.S., attracting 35 million visitors each month. Legacy.com recently adopted our innovative seller cloud technology that enables buyers of all types to compete for publisher inventory ensuring that every ad impression is efficiently allocated to the source of highest demand whether the demand is coming from static bidding or TV auctions or orders.

This provides the major advancing efficiency compared to the traditional industry practice of maintaining separate types of inventory that limit buyer demand to a specific inventory type. By taking advantage of Rubicon Project’s advanced unified auction technology, Legacy.com was able to increase demand by encouraging more competition among buyers; the proof is in the results.

Three months after implementing our technology that serves as a central aggregator in matching and supply and demand sources, Legacy.com achieved a 90% increase in real CPMs, a very strong result driven by a healthy increase in CPMs side-wide combined with a significant increase in Legacy.com’s build rate. Deploying our technology also resulted in a significant reduction in manual efforts that has allowed Legacy.com sales team to spend more time on strategic and value added tasks.

This is just one example yet it powerfully demonstrates the compelling performance of our full stack solution. Turning now to our buyer initiatives.

Our goal in Q1 was to create closer alignment with buyers. As a result, we set up a new sales structure organized around customers segments and product lines.

Today, our primary account manager in focus is on DSPs for RTB business and on agencies and advertisers for our orders business. Successful execution of our go-to-market strategy helped us to again outpace industry growth in Q1.

Our agency team has done an outstanding job generating increased demand which is particularly evident in the exceptional revenue growth in our orders business. Recently we announced that DigitasLBi is standardizing its automated guaranteed buying efforts on our guaranteed orders platform.

And the immediate result of this partnership has been to drive considerable buying interest from DigitasLBi’s clients, that includes some of the world’s largest brands. DigitasLBi’s Chief Strategy and Media Officer Baba Shetty summed up our relationship best this past week when he stated that “Rubicon Project brings exceptional efficiencies to the buying process, providing buyers with the access and reach needed to connect with consumers and premium environments.”

He added that “advertisers need access to behavioral signals to identify and reach their next customer. Rubicon Project brings sophisticated technology that helps deliver media effectiveness.”

Now that we have major advertising agencies such as Amnet Group, a division of Dentsu Aegis Media and DigitasLBi committed to our guaranteed orders platform. We have also generated interest from new sellers that are attracted by the increased buying power these leading agencies bring to our marketplace.

This is another example of the positive impact network effects can have on our business and financial results. Clearly our integrations with the most premium sellers have strengthened our relationship with buyers and resulted in increased spend which in turn is helping us more sellers and greater scale efficiencies to our market place.

We also have a new team focused on engaging with advertisers directly, typically in partnership with agencies. This effort has been very successful in generating buyer interest and orders.

Engaging with advertisers directly reaching greater spending opportunities with the agency and in our marketplace, as these discussions can bring to bear new business opportunities and further highlight the strong capabilities of our technology. One clear driver of increased buyer demand in our marketplace is the unparallel quality of our well lived inventory available from premium publishers and applications.

Mike Peralta the CEO of AudienceScience, a global enterprise advertising management system that serves some of the world’s most prominent brand advertisers, recently shared that Rubicon provides “exactly the caliber of premium and high performing inventory its brand buyers are seeking.” AudienceScience grew its spending in our marketplace by more than 1,000% year-over-year in Q1.

Shifting now to our cost platform efforts, I’d like to share highlights of our continuing progress in reaching audiences across devices and ad formats. Our goal in Q1 was to continue to drive an increase in mobile supply in our marketplace.

We executed very well against this initiative, particularly in further expanding our reach into mobile app inventory that now represents the majority of our mobile supply. We now touch more than 17,000 mobile apps per month.

And we recently announced another important win that further increases our mobile audience. On the heels of powering the InMobi mobile exchange last year, Rubicon Project will now also power xAd’s leading location based mobile private marketplaces, providing access to 300 million unique mobile consumers on xAd’s platform.

This deal also represents an important step forward in driving further growth in mobile orders. Our success in rapidly expanding our mobile supply has helped us onboard more than 170 buyers of mobile inventory in our marketplace to-date.

This further demonstrates our growing scale in mobile and our ability to make a market. Considering our significant advancements in adding mobile supply to our marketplace during the past several quarters and because buyer demand does not always increase in lock step with growth and supply, commencing in Q2 and for the foreseeable future, we are focusing our mobile team to further increase the sell-through for these and other buyers of mobile inventory.

We also see a particularly exciting opportunity to drive increased spend in Mobile Native Ads. In Q1 Rubicon Project played a leadership role in advancing the industry’s goal of creating a standard for real-time bidding on Mobile Native Ads.

We coauthor the IAB’s new OpenRTB 2.3 specification for Native Ads, which will create more revenue opportunities at scale for mobile publishers and app developers and more engaging content for consumers. Lastly, I’d like to update you on the continuous success in bringing automation to advertising markets internationally.

A major international headline in Q1 was Rubicon Project selection by five of the world’s most influential and innovative publishers to power the Pangaea Alliance. Launched earlier this month, the cooperative is a new digital advertising alliance among the Guardian, CNN International, The Financial Times, Thompson Reuters and The Economist that enable buyers to access a premium, global audience at scale.

This important win represents the sixth publisher cooperative powered by our technology. Collectively, these premium media owners reach more than 110 million unique users around the world by collaborating and combining their inventory and first party data assets together under a single offering accessible via Rubicon Project’s technology infrastructure for orders, these premium sellers maximize the reach and create advanced targeting capabilities for buyers.

Another major international win during Q1 was MercadoLibre, the largest ecommerce company in Latin America that is deploying our seller cloud capabilities. MercadoLibre ranks in the world’s top 50 websites based on pages and has more unique users than any other retail platform in the major Latin American countries in which it operates.

And finally, in connection with the recent onboarding of e-planning, Latin America’s leading ad serving solution, the 40 of its more than 250 seller clients are now live in our marketplace. Before I turn the call over to Todd, I’d like to make a few comments on the Chango acquisition.

First and foremost, the response to our news has been very positive among Rubicon Project and Chango customers. In my discussions with customers, it is clear that they are excited about the benefits that Chango provides.

Chango brings access to an additional 35 billion in intent marketing spend to our premium marketplace. Chango expands our offerings to include retargeting, keywords and contextual targeting and broadens our pricing models to facilitate transactions on a cost per click or CPC and cost per action or CPA basis in the future.

The Chango acquisition accelerates the adoption of direct order automation by significantly expanding buyer integrations into our marketplace and helps to fuel the marketplace network effects that help drive our growth, further strengthening our value proposition for buyers and sellers. Finally, Chango’s technology will accelerate our buyer technology roadmap and hiring plans by more than one-year.

As we’ve continued to refine our integration plans in recent weeks, one thing has become increasingly clear; Chango is a great organization with a great culture that is executed extremely well. Although we have much work to do in the coming months, it is clear we have acquired a great team with an outstanding track record.

And we look forward to not only continuing the strong results both companies have been delivering independently today, but realizing the greater potential we will be able to achieve working together in the coming months and years. And with that, I will turn it over to Todd for a review of the financials.

Here is Todd.

Thank you, Greg. Overall, we’ve continued to experience tremendous growth once again led by RTB and order solutions while continuing to invest in the businesses of our future growth.

Managed revenue, which is the advertising spend transacted through our platform in a given period, is an important offering metric for both internal and external evaluation purposes, because many companies in our industry record revenue on a gross basis, managed revenue provides a comparison to others in our industry. Managed revenue for the first quarter of 2015 was $197.2 million, compared to $129.6 million in the first quarter of 2014, an increase of 52% year-over-year.

The increase in managed revenue was primarily driven by an increase in both pricing and bidding activity, led by RTB which represents largest portion of our business at approximately 75% of overall manage revenue, followed by orders which continues to grow and represent 15% of our overall managed revenue for the first quarter of 2015. Average CPM has continued to increase and was higher year-over-year while paid impression to our lower year-over-year.

The growth in average CPM was primarily due to algorithm efficiency, increased buyer spend, orders growing as a percentage of our managed revenue and a continued shift from static inventory to purchases to RTB. The decrease in paid impressions was mainly a result of continuing shift from static bidding to RTB.

Accordingly, RTB paid impressions grew year-on-year. Revenue, which we reported on a net basis consist the fees from buyers and sellers transacting on our platform.

Revenue in the first quarter of 2015 was $37.2 million compared to $23 million during the same period of 2014, representing a year-over-year increase of 62% and above the midpoint of our guidance of $34.5 million. Take rate is our fees as a percentage of managed revenue.

The take rate increased to 18.9% in the first quarter of 2015 as compared to 17.8% for the same period in 2014. The increase in take rate year-over-year is primarily due to a higher mix of RTB managed revenue compared to static.

We expect orders to increase as a percentage of overall managed revenue mix to 2015. Orders have an average CPM in excess of 3x RTB and lower fees.

Therefore orders comprise a larger part of our revenue mix, revenue per transaction would increase and overall take rate would decrease. And as expected take rate was down sequentially from Q4 2014 to Q1 2015.

Operating expenses including cost of revenue increased to $44.3 million in the first quarter of 2015 from $29.5 million during the same quarter in 2014. The increase in operating expenses was primarily due to the expansion of our sales efforts and buyer cloud initiatives as well as non-cash stock compensation which was $5.5 million in Q1 2015.

Net loss was $5 million in the first quarter 2015 compared to a net loss of $6.1 million during the same period in 2014. This decrease in net loss included an increase of $3 million in non-cash stock compensation costs.

Adjusted-EBITDA was $4.2 million in the first quarter of 2015 compared to an adjusted-EBITDA loss of $1.6 million in the first quarter of 2014 and well above the midpoint of our guidance of a loss of $2 million. The favorable variance in adjusted EBITDA was primarily due to the revenue performance previously noted as well for hiring than originally planned.

GAAP loss per share was $0.14 in the first quarter of 2015 compared to a loss of $0.59 per share during the first quarter of 2014. Non-GAAP earnings per share in the first quarter of 2015 was $0.02 compared to a non-GAAP loss per share of $0.15 in the same period in 2014.

For an explanation of the various share counts that affect these computations, please see the table in the earnings release and the explanation of non-GAAP EPS and non-GAAP weighted average shares outstanding. Capital expenditures excluding capitalized stock compensation were $3 million for the first quarter 2015.

We closed Q1 2015 with $120 million and less than $1 million in debt. As a result of the closing of the Chango acquisition, we would like to provide the following full year ear 2014 estimates of Chango’s financial results.

Please note that the audit of the financial information as well as the determination of the net versus gross revenue reporting for Chango is not yet complete. We’ve sought guidance from the SEC on the revenue reporting matter which is still in process, therefore following information should be viewed as unaudited estimates only.

Chango’s fiscal year 2014 revenue which for now is presented as being reported on a net basis was approximately $23.9 million. Cost of revenue and operating expense were approximately $24.6 million.

The net loss was approximately $1 million. And adjusted EBITDA loss was approximately $0.3 million.

In terms of outlook for Q2 2015 which will include contributions from Chango for the remaining two months of the quarter, based upon the assumption that Chango’s revenue will be reported on a net basis, we expect the following: Revenue to be between $41.5 million and $42.5 million; adjusted EBITDA loss to be between $4.5 million to $3.5 million; and non-GAAP loss per share to be between $0.21 and $0.19, based on approximately 39 million forecasted weight average shares. Forecasted adjusted EBITDA loss for Q2 is primarily due to the anticipated catch-up in hiring following delayed first quarter hiring as well as integration related costs associated with the Chango acquisition.

For the full year 2015 which will include contributions from Chango for the remaining eight months, based on the assumption that Chango’s revenue will be reported on a net basis, we are raising our expectations to revenue between $203 million and $206 million, which represents approximately 63% year-over-year growth on the midpoint of this range; adjusted-EBITDA to be between $24 million and $27 million; and non-GAAP earnings per share to be between $0.22 and $0.25, based on approximately 46 million forecasted weighted average shares. Our improved outlook for the year includes an increase in a revenue from Rubicon Project on a standalone basis form a prior range of $175 million to $178 million versus a revised range of $179 million to $181 million, which is an increase in the full year 2014 to 2015 growth rate from 41% to 44% based on the midpoint of these ranges.

The revenue contribution from Chango for the eight months ending December 31, 2015 assuming net revenue reporting is expected to be between $24 million and $25 million, which is a growth rate of approximately 46% over the same period of 2014 based on the midpoint of the range. Please note that we intend to fully integrate the products and technology and we do not intend to separate revenue from Chango operations in the future.

As we previously projected, we believe the Chango acquisition will be accretive quickly. Accordingly, the non-GAAP EPS midpoint of the range increased compared to the guidance previously provided, reflecting the accretive nature of the deal in Q4 of this year as the non-GAAP net income offsets the issuance of shares.

Moreover, we believe the estimated increase in growth rate year-over-year on a pro forma basis illustrates the financial strength and value of the Chango acquisition. As we have previously noted, we believe that we are in a right position to be a leader in this fast growing and large, almost $300 billion market opportunity.

Accordingly, we plan to continue to invest in discretionary innovation and R&D. Other important areas of investment during 2015 include international expansion, mobile, video, buyer cloud, initiatives orders and our newer capabilities came through the Chango acquisition, retargeting and key word buying and selling.

We would now like to open the line for any questions.

Maybe first questions just on the dip in take rate, just more of a clarification as the sequential decline versus year-over-year; was that more related to orders or is that seasonal as well? So we should expect kind of dip every Q1 just seasonal wise or is it just orders, if you can help us with that?

And then is there anything that you can -- you mentioned mobile, can you highlight anything from your partnership with Apple and the iOS; how that’s progressing if at all? And then the final question is you obviously have a great partnership with DigitasLBi, has any other agency standardized on the guaranteed orders platform that you recently rolled out?

Thank you.

With regard to the take rate question, the orders business, as we mentioned, grew to 15% of our overall managed revenue in the first quarter compared to 13% in Q4. So that sequential increase was the primary factor of driving the take rates lower which is expected.

And as we talked about before, with orders having much higher revenue per transaction, yielding significantly higher CPMs, the overall revenue as an absolute dollar then rises. There is a little bit of seasonality that impacts that but certainly the majority is really due to the growth in orders.

Greg, do you want to take that.

Happy to Todd. Let me start with the orders question and then we can come back to mobile and IN.

And first of all, we really are very pleased with the direction, things are going in orders and we see that as a main driver for continued upside for the rest of the year. We have discussed that from time to time starting back last year, our relationships with -- our growing relationships with the agency hold the companies as well as their trading desks.

We announced back in September initially that we were working with Digitas and we announced again a further partnership with Digitas in March of this year to talk about their expanded use of our technologies, not just our standard buyer cloud technologies but now the orders technology is well. So we’ve been very pleased with that introduction.

We’ve also as I mentioned in the script, we’ve also been working with other large holding companies, I mentioned Amnet which is division of Aegis Dentsu, one of top five holding companies in the world. They are also standardizing on a number of our products and orders guaranteed and non-guaranteed.

So, we really are seeing immediate attraction from the moves we made in both guaranteed orders and non-guaranteed orders. We’ve been in non-guaranteed orders now for about three years, starting with our Connect product and move decisively to take a leadership role in the guaranteed orders business last year when we added our stocks in ShinyAds to 49bc technology and the transition has gone very smoothly.

We’re seeing immediate traction there with as I mentioned approximately 50 sellers onboarding. We expect to see multiples of that over the next quarter or two.

So we expect to see much more growth in orders for the rest of this year. As I turn to mobile, we are also pleased with the progress we’re making.

We did announce working with Apple late last year. We continue work with them about onboarding the relationship; we’re working of course at Apple speed.

As you can imagine, most partners do work at Apple speed. And in addition, we continue to make progress with InMobi as well as new partners that we’ve added including xAd that we just announced recently and I mentioned in my remarks.

So, good progress both in mobile as well as orders.

Actually it’s Jason Helfstein. So, I think that we’re clearly seeing a different trend as you guys are getting bigger, your growth is accelerating as opposed to what generally been the trend in ad tech as companies become bigger the growth is decelerating.

I think you highlighted part of that which is if you can get higher CPMs that’s driving that trend. But just talk about where you think the money is coming from?

Are you gaining shares among DSPs, from DSPs, is more publishers coming on a platform, just help us understand kind of what’s driving the accelerating growth? Thanks.

Let me start by saying that I think one is the benefits we’re starting to see is while we’ve talked about over the course of the last year and that is the network effects of having the most premium buyers and sellers working in our marketplace. I don’t want to go back to orders again, but that’s an example of where we’re able to attract more spend from buyers because we have such a great marketplace of sellers.

And when we introduce new products to the marketplace like we did with guaranteed orders recently, you’re seeing buyers want to jump on board because they can use that technology to access the premium sellers at scale. And I think we’re going to see that as it grows gradually in mobile too as we see more trend towards native which allows the sellers and buyers of mobile to reach scale in a way that you’ve seen with Google and Facebook.

And so in large part, we’re seeing a lot of good benefits from the fact that it’s -- we are becoming the place where buyers and sellers want to connect on a routine basis. So, with that let me turn it over to Todd, who will talk you more detail about CPMs.

We’re definitely seeing that increase in CPMs. I think I would characterize maybe four components of areas of acceleration for us.

One is expansion of product lines and we’ve spoken quite a bit about orders along that front. Certainly, the expansion of real-time bidding, it continues to allow us to gain more and more inventory share but I think also some of our buyer initiatives are starting to show real promise and naturally with the Chango acquisition, we’re confident that we can really accelerate that now.

And I’d say the other thing is also international expansion, we continue to do a lot of oversees and we’re now getting some meaningful revenue coming out of some of the new markets such as Japan.

Jason, I’ll add onto this as well. I think this is a good illustration of the dual network effects that our business benefits from, both the typical marketplace network effects where you see more buyers attract more sellers and vice versa as well as the byproduct from each of these transactions which is data.

So, as we process transaction through our platform, our algorithm gets smarter. And that when our algorithms gets smarter, they are delivering higher revenue for our seller customers; it’s delivering higher ROI for our buyer customers which gives them to either contribute more inventory to sell in an automated way or to buy more through our platform.

So, I think we’re seeing growth across the board; we’re seeing growth from DSPs. Large portion of our efforts in the past as well as the current initiatives that we have now has been to enable the growth more and more DSPs.

So while investors might find that confusing or journalists might find that confusing, more DSPs in our market is good for business, for us. So before we launched real-time bidding into the market, there were zero DSPs, now there are hundreds.

And recently as I mentioned, we launched the product called DSP Builder which is trying to enable the creation more and more DSPs. And international market is an example is large $300 billion market.

But the 10% of the market has now become automated and we look at that as huge growth opportunities and we want to bring more players into the market to be able to bring more spends into our marketplace. We’re seeing growth across publishers as Greg mentioned, the data gets smarter, able to increase rates, there is market growth, again as our business model is to charge a percentage of the transactions, as the DSPs grow, as the publishers and application developers grows, so do we.

I think our international growth is also -- is a good indicator, care for us as well, significant portion of our revenue comes from outside of the U.S. and these are growth markets for us.

And then also as Greg mentioned, this product expansion; we’ve launched in the mobile, that’s growing well for us, we bring our product out there and then our guaranteed orders product and non-guarantees audio product. So I think we’re seeing a growth across the board, but I think it’s -- the benefit of these network effects in our quarter, our business is really feeling this.

First Todd, you spoke about video as a growth opportunity; a couple of quarters back you had mentioned or Frank had mentioned that that is a business that you have probably wait and watch on that. So if you can talk about what sort of growth you are seeing, is there any improvement in the quality of inventory that you can now get?

Second question regarding the interplay between impressions and eCPMs, so you obviously then cleaning out your inventory, making it better lit; when can we expect impressions to probably start to gain -- at what point, which quarter if you can pinpoint that will be helpful? And last question, your take rate guidance is -- obviously was about it coming down steadily and direct orders increases.

Now with the inclusion of Chango in the mix, any update how should we be thinking about modeling this going forward? Thank you.

Let me start with quick discussion on video and I’ll turn it back over to Todd and he will answer your second two questions. We talked last year about the fact that we were committed to video.

We’re committed to video because just like every ad unit, we’re committed to every ad unit being sold in our marketplace. We’ve said from day one, we envision a world where all forms of advertising will be bought and sold in our marketplace; video will be one and we also anticipated at some point traditionally media will be sold in our marketplace.

So, what we also clarified was that at that point in time, we were seeing a video quality, not to be at the level that we were comfortable with, and we didn’t expect to see other than measured growth over the next couple of years. And we still feel the same way about it.

We haven’t really changed our thinking about that. We continue to onboard new buyers of video; we continue to onboard new sellers of video as well but we do it in a more measured way because we want to keep the high standards that we feel are important for our buyers and sellers.

So, not a lot has changed for us with respect to what we see in terms of quality but at the same time, we do expect that video will continue to grow as a larger part of our marketplace over time.

Sameet, with regard to our impression question, I think what’s important to focus on is the economic component of impressions as supposed to the volume number, because what we’re really seeing is a migration from static which is high volume low CPM to RTB which is middle volume and higher CPM. The addition of orders is also lower volume but very high CPM but there is no cannibalization between RTB and orders.

So, I think that really what we’re looking at from a business standpoint is one, mix shift and the other is really the growth of various new products and product lines. When we look at the overall impressions for RTB by itself, RTB impressions do continue to grow.

And so I think that’s really the more important component. And that just simply means that it’s growing for two reasons, one because of that mix shift from static but also just because of growth in the business as we are able to growing more and more inventory; we’re able to facilitate more and more paid impressions with the matching of buyers and sellers.

So I think that’s really the important aspect. And I think that the arrows from our standpoint economically are all up as opposed to anything that you might consider down.

So, I think everything there is what we refer to as very favorable. With respect to take rate, thank you for asking very good question.

Yes, we do think with Chango, we do think that take rates could see some more upward momentum. So, as we think about it going forward, while orders would certainly have an impact of bringing take rate down but overall absolute revenue up as we did see sequentially Q4 to Q1 and very much expected, we also do think that with Chango and some of the initiatives there that we also will see take rates probably rise a bit with that.

So overall on the blended basis probably maybe up a little bit from where we are in Q1, but they are definitely offsetting factors.

Sameet, I’m going to add on to that as well. I think our strategy here is playing out exactly as we expected.

So, when we entered this business knowing that we’re going to trade a marketplace business, we studied other marketplace businesses. So, if you look at stock trading, if you look at retail, even businesses like eBay, the first stocks to be sold in electronic automated way were the low cap stocks, not the big premium blue chip stocks.

The first things to be traded on eBay was the essentially automating The Garage sale, and today there is car sold on eBay every single minute and airplanes and even sold. So, when we crafted our strategy initially, not only did we study those markets but we looked at how our business would play out.

So initially, our focus was trying to build up scale on one side of the marketplace, and we chose the sales side of the marketplace. So, we were very driven to really focus on impressions as well as the audience, the units that we were reaching.

Once we reached scale there, our business has grown in three parts. Part one for us was to reach scale on the sales side because that creates gravity for the buyers.

And then we focused on the buy side which was trying to leverage those integrations with those buyers to be able to create more access and liquidity for the sellers. And then once we rescale on the buy side, then it’s about fueling those network effects.

So, our focus now is less on trying to drive impressions but more on trying to drive revenue per transaction. So we would much rather take a lower take rate on a much higher CPM than a higher take rate on a very, very low CPM because our revenues per transaction is higher.

And that’s exactly how our business has evolved. So, initially we were focused on remits [ph] similar to the low cap stocks of The Garage sale eBay type of trading; and now we’re really focused on trying to get the most premium impressions into the platform because those have a higher revenue per transaction.

And then further, our products have evolved as well, where initially in the -- with the lower priced inventory that was all focused on the auction and because this is a real time environment, our platform has to essentially hold that impression to be able to auction that in a real time. And with the orders business, we have technologies like our Exchange API or ad server API where we can go and provision those impressions on demand as those orders come in instead of having a holder in the platform and make it available in an option environment.

So it’s kind of changed and shifted the dynamics of our focus on trying to get more and more impressions?

I have a bunch of questions. First one, are you providing any color on what portions of revenues are coming from buyers versus sellers and how that is trending as in giving that it has seen from the outside, there is an increased focus on building tools for buyers which are DSPs, agency trading type desk and even advertisers for example.

And I have a couple of follow ups.

First of all, it is really important to recognize that when you are running a marketplace, you really need to provide the right products, services and technology to both buyers and sellers. So I don’t know that it really is appropriate to point to one over the other; they are both important.

Clearly our buyer initiatives are bringing more demand into our marketplace but at the same time we do continue to expand premium inventory, so one has to have the other. So I think that really we’re seeing a continued growth on both sides.

And therefore I think the volume, as well as the rates that we’re referring to for RTB in particular are both growing.

And then secondly, there seems to be kind of an increased kind of market trend towards the kind of publisher collectives as in there has been a lot of media reports around publishers getting together, banding together using your technology and some of other available technologies. Is there -- how are you thinking about positioning Rubicon in that sense and do you think that opens up a large market opportunity as you have seen kind of industry reports saying the publisher coalitions could account for as much as 30%, 40%, 50% of kind of non-Yahoo, non-Facebook display add inventory?

So, our search as a technology company has been to provide technology to the overall market and not the open market place as well as to provide in for section and technologies for others to be able to create their own exchanges. So, this is been something that we’ve been doing for years.

We’ve done this for News Corporation; we’ve done this for a number of other companies; you’ve seen some recently in the press and Greg can go through some of those in detail. But I think this highlights and illustrates our strength as a technology company of being able to supply technology to the overall market but also supplying technology to groups, the sellers for them to create their own private market places; their own private label exchanges and this is very much a part of our past strategy but also we look at this as a good growth opportunity for us in the future.

So, let me add a couple of quick points on that. And we have been working with groups of publishers of active co-ops for quite some time.

In fact we announced earlier this year the Pangaea Alliance in Europe and that was our sixth co-op that we’ve been working with internationally. And we have seen considerable growth from that because of the fact that when you look at it from the standpoint -- when you look at it up from the standpoint of 110 million unique users worldwide, it becomes a very, very large publisher or app to manage.

And so it’s been very successful to-date among publishers and apps and it’s been very successful for us, so we anticipate more growth in that area. And we’ve seen quite a bit of success from our relationships with the co-ops like La Place in France.

One other point to add to what Frank said is this kind of dovetails with our overall strategy about powering all types of relationships into our marketplace. I mean when you think about our Exchange API which is meant to power third parties and publishers and their networks, it’s been very helpful to us, as in the case of InMobi to work now with over 17,000 mobile apps that our mobile partners will bring in to our networks, if we had to do it on our own, would have taken a lot more time.

So, a combination of working with publishers individually and yet at the same time either on collectives or as part of networks, we’ve been doing that all over the world for quite a few years now. We just have maybe been announcing it a little bit more on a case by case basis whether it’s in LatAm, Europe or here in the United States.

And this is again another example of our network effects. If you have a number of sellers, publishers or application developers that are already on our platform because they’ve already done the integration work, they’ve done the installation, the set up et cetera, it’s a very small step for them to be able to say hey, let’s go partner with each other and then create more of these collectives or company-ops.

So I think you are having a lot of customers on our platform, puts us in a great position for us to be able to do this. And again I think it just illustrates the power of the network effects that exist in our marketplace business.

Yes, to work with them directly or as a group.

Just one last big picture industry question. A number of Internet players called out softness in display advertising, driven by soft pricing as a result of problematic programmatic ad buying solutions, Yelp, LinkedIn, Yahoo!, Xelo all these in the last three, four weeks.

On the other hand, you are reporting accelerating metrics across the board. Can you kind of -- and using Rubicon as a programmatic advertising proxy, can you help us reconcile as to what -- why this maybe the case as in be it just publishers specific issues or are there any other broader underlying trends that we may be missing?

I can’t speak to other people’s business, but I can tell you that I can see the trends in automated advertising are positive. I think we’re certainly seeing growth in the automated portion of the market.

If you look at the larger dynamics, I think there is money that is shifting from manual spends into automated spend in a very rapid way. So, I think those that don’t have strong automation or programmatic capabilities, I think they run the risk of losing to competitors who do or to solutions that are automated.

I think second is larger dynamic which is -- if you look at the buying habits in the past, so if you are a major sports advertiser as an example, you’re used to buying from companies like FOX Sports and CBS Sports and ESPN et cetera, right? In TV they have been doing this for many, many years and I have strong relationships there.

If you translate that to the -- to buying in digital, for them to -- for an advertiser to add one publisher to a buy, it might be 40 hours of time for each individual publisher. So, if you take that and say, hey, I am going to go buy across 20 publishers, that’s a lot of manual effort, cost and time for them to be able to go do that or instead they can go to a large portal and buy the sports section of that portal.

Well, that’s what they have done before automation came into the market because it was more efficient for them to buy that even if it may not necessarily be as ideal for them. So, I think now it’s shifted because now you can add five, or 10, or 20, or 30 different publishers to a buy, simply by clicking a check box in an automated world instead of going through all that manual effort.

So I think that’s the larger dynamics that’s happening in the market and of course we’re benefitting from that because we’re enabling the portion of the market that is automated.

So just looking at the guidance for the year with respect to EBITDA, if we assume the midpoint of your guidance and just put that against 1Q here, it looks like EBITDA is pretty concentrated in the back half of the year. How should we be thinking about that just from the Chango dynamics here, should this be relatively spread out or should it be more kind of like 4Q seasonality impacts coming in here?

As seasonality is usually concentrated in the fourth quarter with respect to the advertisings sector, we’ve typically seen something similar. So our revenue hit in the past has between 30% and 35% for the year in the Q4.

So, we would expect that to be pretty similar. As a result of that naturally you would have more earnings in Q4.

In Q4, ‘14, we’re actually even net income positive as a result of that. So that is the natural dynamic.

That said, I think that we’ll probably be looking to be in the black for the other two quarters as well. So I think that we will be looking there as we continue to update our guidance, but certainly Q4 is majority.

So, actually Chango follows the same seasonality as the core business. So with respect to the full year revenue outlook then on the organic side, looks like you’ve got slight rays above just the magnitude of the upside this quarter and a lot of this cost focused on just momentum on across product line moving internationally.

Can you talk about why the fairly prudent outlook here, it seems like everything has been accelerating and that you’ve got a nice tailwind behind you? Thanks.

That’s true. I think right now one quarter of results is usually a little early to go too far ahead of our sales with regard to an entire year.

So, you’re right and we may very well see ourselves in the position find out to be conservative, but it’s just early in the year.

This is Jim [ph] in for Brett. Couple of questions; first, could you give an update on the competitive environment in relation to PubMatic app, Nexus, Google, et cetera and how much of your growth is share taking from them and then how much is just growth from an untapped market?

And then second question is on your orders business, what do you think is the rate limiting step in the orders growth? It sounds like there is a lot of interest on both sides but what’s the hurdle to overcome in convincing those buyers and sellers to adopt the platform?

This is Frank. I will take the first question on the competitive environment.

So first, this is a large and growing market, so there is a lot of greenfield out there in the market and so we’re very much focused on trying to capture that greenfield first. When it comes to the exchange business, there is really two large exchanges; it’s us and it’s Google.

So, we offer similar components to the technology stack but different approaches where Google sort of built their technology first for themselves and then they offered to others where we’ve built our technology specifically for our customers and for the premium part of the market. I mentioned our network effects before.

I think our business model is different from a lot of ad tech companies who are our customers like the DSPs as an example, where we’re the exchange and that exchange has benefits from these dual network effects. So, I think we’re seeing growth come from that where the more of our sellers that we bring on the platform attracts more buyers and the more buyers attracts more sellers.

And typically those marketplaces businesses are difficult to disrupt or displace because they do benefit from these network effects. So to answer to your question directly, our growth I think is first coming from the greenfield that exists in the market, second is from growing our existing customer base where we’re trying to convince them to bring more and more of their inventory and more and more of their spends into the automated environment.

We already have over 50% of the top 100 websites on our platform already. And our growth is also coming from the adjacent markets as well, so international growth, mobile, video et cetera which is all part of that greenfield as well as the growing from our existing customer base.

And James, I will take the second question; it’s Greg. You asked about what would be rate limiting for the orders outlook.

And I think it’s about balancing the opportunity we have in front of us which has been reported to be as large $41 billion worldwide by 2019 by IDC. It’s just the largest part in fact of the advertising market opportunity.

And balancing that huge opportunity with same time, the fact that automation takes time and it takes time for people to change their behavior, their buying behavior. And we used Legacy.com as an example of well known company that took a little bit of time to really think through the process and to ultimately adopt our unified auction technology and the results were fantastic but at the same they have been working like many other participants in our echo system with more traditional advertising techniques that they have used for years upon years and that would apply to the orders business as well with agencies and direct advertisers.

So we don’t really see this as a limiting opportunity, just a matter taking time over the next several quarters.

I think the educational issue is a big one. I think we as an industry like to confuse the customers, even just the word programmatic; I don’t like using the word programmatic.

I think you are really hear me talking about the world programmatic. I’ve always used the world automation because I think it’s more applicable.

So programmatic is a word that makes more sense in the auction environment where you are deciding in real time what you are going to bid on something. In the direct orders automation market, programmatic I think is a word that misleads the buyers and they thinking that machines are basically just going to go do the job for them.

So, I think we’ve got to educate the market on the fact that A, there is a solution that automates direct orders. I think there is demand for it and I think we’re seeing that with the growth that we’re seeing in our orders business.

So I think we just need to educate them that it’s available which we’re doing. And then I think second is we need to educate them on the difference between buying in an auction environment and buying in a direct orders environment where a large portion of spend is and we’re doing that education as well.

Thank you all for participating in the call today. Look forward to seeing many of you at investor conferences in the coming weeks.

Good bye.