Good afternoon, and welcome to The Rubicon Project First Quarter 2017 Financial Results Conference Call and Webcast. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the conference over to Erica Abrams. Please go ahead.

Thank you, Gary, and good afternoon, everyone. Welcome to Rubicon Project's first quarter fiscal year 2017 earnings conference call. As a reminder, this conference call is being recorded. Joining me on the call today are Michael Barrett, President and CEO; and David Day, our CFO. Before we get started, I would like to remind you 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, 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, competitive differentiation, fees and take rates, capital investment and organizational development and competitive position, and market conditions, trends, and growth expectations, including growth in header bidding, Orders, mobile and video. Forward-looking statements involve risks and uncertainties and assumptions, and actual results may differ materially 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. Further, we may adjust our plans and expectations 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 periodic reports under the headings Risk Factors and Management's Discussion and Analysis of Financial Conditions and Results of Operations. We undertake no obligation to update forward-looking statements or relevant risks. Our commentary today will include non-GAAP financial measures. Reconciliations between GAAP and non-GAAP metrics for our reported results can be found in our earnings press release, and in the Financial Highlights deck, 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 on the future of these metrics. I encourage you to visit our Investor Relations website to access our press release, Financial Highlights deck, periodic SEC reports and webcast replay of today's call to learn more about Rubicon Project. I will now turn the call over to you, Michael. Please go ahead.

Thank you, Erica. And good afternoon everyone, welcome to our Q1 2017 earnings call. As many of you know, I started this role a little over a month ago. Thus far, much of my attention has been focused on getting out and meeting with as many customers as possible. Many of these customers I have known and worked with previously. But regardless, what was important was to listen to their perspective. They offered consistent feedback. First, that Rubicon Project has a great a reputation as an innovative company and customers still believe in us and are excited by our strategy and product roadmap. But we have been slow to respond to market changes from a product perspective and organizational turnover had created some uncertainty about our future. We have been focused on responding to these issues for the past several months. While our work is not finished. It is important to note from my conversations with customers that they have noticed a marked improvement in the products we have brought to market in the last few months and our service. We have instilled a new and greater confidence in our working partnerships with them. This confidence speaks directly to the incredible work and dedication delivered by every member of the team at Rubicon Project, it means that a renewed focus on the customer has not gone unnoticed. As we look forward to the future, we will remain focused on building stronger relationships with leading publishers, application developers, DSPs and agencies. Our goal is to operate more efficiently at scale, continue to innovate for a mobile-first world and ultimately return to revenue growth in 2018. I have found the conversations with customers incredibly encouraging, these customers, both the buyers and sellers of advertising, need our technology and scale to effectively monetize…

Thanks, Michael. As we have over the past several quarters, we experienced continued revenue declines due to the competitive challenges we face. We are working diligently to recapture our market position as we invest in our growth initiatives and rebuild supply. For the near term, however, we expect uncertain market conditions to persist and to negatively impact our financial results. For the first quarter of 2017, we generated a $191.5 million in advertising spend, $46 million in GAAP revenue, $45.4 million in non-GAAP net revenue, $1.1 million of adjusted EBITDA, and a loss of $0.16 per share in non-GAAP EPS. Total advertising spend declined 23% year-over-year, driven primarily by desktop ad spend, which was lower than prior year by 29%. Total mobile ad spend declined 8% year-over-year, driven by mobile web, which is subject to many of the same challenges we face in our desktop business. Mobile app ad spend, which is an area of focus for us, grew slightly versus prior year. Ad spend was composed of 35% mobile and 65% desktop for the first quarter, in line with Q4 of 2016 and reflective of our continued shift to mobile when compared to Q1 of 2016 when mobile made up 30% of total ad spend. Non-GAAP net revenue for the first quarter declined 29% year-over-year, somewhat greater than ad spend due to lower take rates, which are defined as non-GAAP net revenue divided by total ad spend. Our take rate was 23.7% in the first quarter of 2017, a decrease of190 basis points from the first quarter of 2016 and a decrease of 40 basis points sequentially. The year-over-year decline in take rate is a function of several factors. First, our mix of ad spend via Orders grew and Orders carries a lower take rate than our RTB business.…

Thank you, David. As I noted in our last earnings call, my motivation for coming to Rubicon Project (18:20) able to revitalize, and reenergize the company in the customer channel that has played a significant role in advancing the advertising industry. I am extremely encouraged by what I've seen to-date. Rubicon Project has a strong leadership position, a strong balance sheet, and an aggressive and innovative product strategy, and we are well positioned as the independent global exchange for advertising. Now, we will turn the call over to the operator to begin the question-and-answer session. Thank you.

We will now begin the question-and-answer session. The first question comes from Brian Fitzgerald with Jefferies. Please go ahead.

Thanks, guys. Question on the take rates. Your take rate came down 2% year-over-year to 23.5%. As you price competitively in the marketplace, wondering how much further do you want or need to go there, and maybe where are you shifting prices the greatest? And then, any feedback you've gotten thus far from clients as you've gone through this process?

Sure. Yeah. I'll take that. This is Michael Barrett. So as far as take rates are concerned, as David mentioned in the script, it's really a combination of mix of products. We have different rates for products like FastLane or for our Orders product, and we're seeing quicker adoption of those two products, and there's certainly a competitive marketplace dynamic in play as well. As far as where we see take rates going, I think, we've mentioned in the past that we see mature marketplaces operating in the 15% to 20% range, and without giving specific guidance, we think that that's where it will net out in that area. And you had a second question about the customer reaction to take rates or...

Yeah. Yeah, or to price cuts, Mike, has there been any feedback you've gotten thus far? And hey, obviously they like a more competitive price, but any general feedback from client base?

Yeah. Again, I think that mostly, they like the products we're putting to market, right, and so the adoption of FastLane, the adoption of our Orders business, our focus on those areas. And I think that first and foremost, it's the adoption of those products and what they're able to do for their monetization if you're the seller, and if we you're the buyer, to be able to deliver the audiences you're looking for. And so, I think that's, generally speaking, the majority of the feedback that I've heard from our customers that, hey, you may have been late to market with some of 21:41) these products, now you're there, you're at parity and we're looking forward to your product roadmap and innovation that's coming from that. Certainly, everyone likes to pay less and so from a rate standpoint, I think there's general consensus that it's a positive direction. But those things kind of lag in a marketplace and so we haven't really seen a huge shift in terms of demand or ad spend coming through the platform, but we anticipate that that probably lags.

Got it. Thank you, Mike.

The next question comes from Kerry Rice with Needham. Please go ahead. Kerry Rice - Needham & Co. LLC: Thanks a lot. Maybe first, a couple questions on header bidding and really, FastLane. Can you give us a little update on maybe the number of deployments of FastLane, and then maybe some clarification on the open source Prebid.js technology? How does that help you guys? Is that simply gives you more opportunity to have the technology up-to-date or adoption, all of the above? Or – I guess that's it for FastLane. And then the follow-up question is on mobile. You mentioned that mobile app was still growing, how do we think about that as a percentage of mobile going forward? What is it going to take to that being kind of the key source of revenue growth versus maybe mobile web which is coming down due to some headwind? Thanks.

Great. David, why don't to handle the specifics about the FastLane header bidding, start with that.

Yes, Kerry, thanks for the question. Our installations on header bidding grew this quarter. Given all the uncertainty that we have, we're not talking about specific numbers, in particular because we have the penetration that we believe is important in header bidding right now. And our primary focus is wrapper, we sort of (23:54) talked about before in optimizing the implementations that we have in expanding the number of ad requests that we're getting, sort of the cleaning of the pipes as we've talked about. And that's where we think, in the near term, the significant growth is going to come from. Another dynamic there that Michael might talk about a bit more is that there's been a much greater level of dialogue around the transition to server side header bidding. And so, we think that a lot of folks are exploring that and considering that in a much deeper way, and that, that transition may accelerate more quickly than what one might have imagined three to six months ago.

I think, David, Kerry brings up a good point and that is – I think that we find ourselves in this transitional period with header bidding, and header is really just kind of a – it's the implementation process for what truly is a unified auction, right. The sellers and buyers have voted and their preference is putting all the demand sources in competition at once in a real time auction. So header bidding version 1.0, generally speaking, happened on the client side, and originally came out with proprietary wrappers. So one of your questions, well, was what does open mean for this? I think it's a really important innovation because part of the problem with proprietary wrappers were I might be getting my unified auction, but I'm not exactly sure I'm getting the best results or I'm sure as heck not getting as transparent a look into this auction processes I'd love. (25:26) And so, we feel that open is a very important introduction into the product mix. We've already seen the success of it on the client side. As David said, I think what the exciting aspect is, the next phase, the server-to-server. Server-to-server isn't just a more elegant way to do it but it's a way for us to play a leadership role as opposed to a laggard role, which happened in the client side header bidding. And more importantly, it opens up inventory that previously hasn't been playing in the header world. So right now, header is kind of a North American desktop phenomenon. And as you look to server-to-server, that's going to open up global inventory, which as a global company we stand to benefit disproportionally from that. And furthermore, you asked about mobile app, and we see a real opportunity in the mobile app world where we think it jumps to server-to-server instantly. It's not going to occur in the application, and we think that that could be a real nice opening for us to be able to go direct to those apps. Kerry Rice - Needham & Co. LLC: Maybe follow-up, if I can. David, are you willing to then kind of highlight what ad requests kind of grew, if not installation, and – I guess that was it- oh, and what was the timing for integrating the open source into the server side?

Okay. I'll take the first one. Yeah, we're not speaking to ad requests, that certainly continues to go significantly. So we're not publicly quantifying those, but that certainly continues to grow. Kerry Rice - Needham & Co. LLC: Okay.

Yeah. And Kerry on timing on the open source initiative, like any of these projects that entail multiple partners and by definition open is multiple partners, I think we are moving fast for it. We think we'll see installations, we think we'll see a product in market in 2017. My gut says that the bulk of the integrations will start to occur later half of this year, and you'll see a lot of activity first half of 2018. Kerry Rice - Needham & Co. LLC: Okay. Thank you very much.

The next question comes from Matthew Thornton with SunTrust. Please go ahead.

Hey, good afternoon, guys. Thanks for taking the question. Michael, I guess maybe just the first question, now you've been in the seat I guess for a month and kind of getting the lay of the land. How are you thinking about the cost base, where it is relative to the kind of the turn you're trying to make. I know we just went through some cross rationalization, I'm just curious, your initial take as to whether that's sufficient to make the turn here. Secondly, just curious how you think about international operations versus U.S. operations, maybe the profitability differential on whether the international side is absolutely strategic there. And then just third, when you think about, coming back to the conversation around take rate and pricing, can you just remind us most of the volume loss, has it been just that volume within an existing customer or has there been any churn of clients, and is there any push/pull – or if you can kind of talk to the push/pull between taking that take rate down more aggressively to drive retention, drive new client adds and again, ultimately stabilize and return volumes to (29:27) growth. Any color there would be very helpful. Thanks, guys.

Thank you. So from a cost basis standpoint, obviously, we are always going to be prudent and look at that carefully. We know that this year is going to be a year where we're going to continue to invest in the company. I think our biggest leverage lies with our operational costs, transactional costs: so servers, processing power. I think that's where we really can gain leverage in the marketplace, utilizing our balance sheet, our talent, our 10 years of investment in this organization to drive unit processing down as low as we possibly can. And then that's where I think price becomes real advantage for us as opposed to say a catch-up where we may find ourselves right now. As far as international operations are concerned, I think we have a ways to go with them, but I don't know of any really successful Internet company that, A, isn't global; and B, doesn't see a good percentage of their revenue coming from international market. So we're certainly not stepping back. We'll look for selective investments there, but we – like everything else, we want to improve that piece of the business as well.

Yeah. And to add to that, our international footprint is something that differentiates us I think from some of our smaller competitors that we think that there's some significant untapped potential there, particularly as Michael mentioned, as this industry evolves, we think we can be a leader internationally and not have the same sort of a lag that we had here in the U.S.

And then I think the last question was in terms of the decrease in revenue, was any of that coming from client losses. And although I don't know if I can say with 100% certainty, the vast majority of the losses there are coming from clients that we have connections with that are sub-optimal, that we are on our way back to gaining access to the inventory, so mission accomplished. We're seeing more inventory than we ever have. Now we have to improve our win rates and get back to generating the net revenue that we used to with those clients.

The next question comes from Sameet Minha (sic) [Sinha] (31:56) with B. Riley. Please go ahead. Sameet Sinha - B. Riley & Co. LLC: Yes, thank you very much. My questions will basically be around trying to piece together the trends. You spoke about a strong March, can you talk about how you expect – or how about trends that you're (32:11) seeing in April. And Mike, you spoke about revenue growth in 2018. Can you talk about what the inputs would be for that to arise, because obviously, you're going to see significant headwinds from a take rate perspective. And commensurate with (32:28) that, can you just talk about – maybe you spoke (32:31) about second half spend going up, can you talk about any thoughts around how you're thinking about free cash flow and cash conservation? And then I have a couple of follow-ups.

Okay, I'll take the first one. The increase in March that we saw on ad spend, to put that in context, when we provided the guidance that we did, we were at an inflection point where we were not seeing some of the normal quarterly lift that one might expect in the third quarter. And so some of that did come through, which we weren't expecting, but that lift is not something that we expect to be indicative of sort of a longer term trend, at least from what we can see right now. Again, we still have significant uncertainty and lack of visibility into our activities. And as mentioned in our prepared remarks, we certainly have an expectation of continuing significant take rate decline. So those pressures are going to continue to play out the rest of the year.

Kind of the activity book.(33:45) Sameet Sinha - B. Riley & Co. LLC: 2018?

Yeah. I think (33:49)

Yeah. Sure. So – this is Michael. So I certainly did allude to our belief and fervent hope that as we enter into 2018, that we find ourselves into a different – we find ourselves in a different position than we currently are. I think it's useful if we look at a brief history of how we got to where we are right now, and why we believe we will work our way out of this. It's pretty clear that we were late to the header bidding process. So for a period of time there, we were playing catch-up. I think that you've seen from the results and from what we've told you, that we feel as though we're approaching parity, that we're in this transitional phase where most of the activity for header is occurring still at the client side, we feel that's suboptimal for the client and for the buyer. And I think we see this wonderful opportunity that, as we've gotten to parity within header client side, that with the advent of server-to-server coming and us playing a leadership there, that we're going to see a period of not just catching up, but us playing offense and expanding. And so, we hope that with our efforts and the product roadmap and the industry coalescing around this server-to-server approach that this will all – the cadence will take place throughout this year into 2018. And given our market position at that point, it's our desire and our plan to return to growth at that point. Sameet Sinha - B. Riley & Co. LLC: As a follow-up, can you just maybe it's a question of education. Help us think about what are the inputs that go into win rate? If you look at all the SSPs out there, their similar capabilities, I can see that your differentiation definitely happens to be in the direct order side. And is that something that helps you, gives you the premium inventory?

(36:02) Sameet Sinha - B. Riley & Co. LLC: Also any other inputs that you might think are relevant.

Yeah. So, I think, you hit nail on the head, it's product mix, right, so not all products are created equal. We have a substantial lead in the marketplace in the Orders business. And there is no question, especially given some of the events of several weeks ago with the YouTube and large national advertisers expressing concern about where their ads are appearing, that the Orders business, a direct connection with high quality inventory that's clean, well lit, well curated is a huge, huge momentum shift for the industry, and I think we feel we're very well positioned. I think another advantage that we have, forget about Orders for a second and just look at the auction dynamics, we have aggregated more demand than any other SSP out there. More demand leads to more bid density, more bid density leads to higher pricing. And so, I think that, even if it were just apples-to-apples and forget about the other products, our open auction source is more in demand (37:10) than any other auction out there. And I think that would lead to a better performance in allowing us to break out of the pack as well. Sameet Sinha - B. Riley & Co. LLC: Great. Thank you.

Right. Sameet, you'd asked about the operating expenses and sort of where that leads from a cash flow perspective. First of all, in the first quarter, I think our adjusted EBITDA operating expenses came in a little lighter. I think that we underestimated a bit the organizational impact of the executive and the other restructuring changes that we had, and their impact on our spending initiatives. And so, I think there will be some expenses that will be deferred into the second quarter. And then building from there, the latter half of the year, we do have significant investments that we're looking to make in our product and technology, that will offset – I said significant – there'll be increasing investments in product and technology to achieve the things that we need to achieve. On the one hand, as Michael mentioned, we're committed to being financially prudent and as shown by the restructuring activities for the last couple of quarters. But at the same time, we have this momentum and the opportunity that we've talked about and we don't want to underinvest in our growth initiatives, as we prepare for server side header bidding and as we drive our serving costs down. And so we do intend to use some of our cash to make those investments and that will likely lead to more significant use of our cash this year. Sameet Sinha - B. Riley & Co. LLC: Thank you.

The next question comes from Jason Kreyer with Craig-Hallum. Please go ahead.

Thanks, guys. Michael, you mentioned that you're seeing improvement or that clients have said that they are seeing improvement in the products you're bringing to market. Just wondering if you can talk a little bit more about where you think your strengths are with the products you have, and then what weaknesses you have and where you could improve the products that you have that are out there.

Thanks, Jason. Sure, so the clients that I've met with, as I said before in the script, their feedback's very consistent. I think one of the biggest things that excites them is that Tom Kershaw, our CTO, he's relatively new here I probably believe (39:42) he's probably entering into his sixth month, and he has been very aggressive being out on the road. And I think for the first time in a while, they've seen for us a very thoughtful strategic roadmap. So, whereas we have products in market that are improvements over products in previous generations and products in market where were lagging, I think the real excitement rests in the vision, the roadmap in what's to come down this stream (40:13). So, I think that it's a combination of were they – our (40:19) thoughtfulness in the product direction, as well as areas like Orders that we've mentioned before in a previous question, a big push from buyers about guaranteed audiences, high-quality audiences, some of the subtle improvements we've made and some of the big improvements that we're making in the guaranteed audience area. That's always been an area of high desire, but low scale and low effectiveness for buyers. And we're working closely with several large buyers to try to scale this up and make it a much bigger part of both of our businesses. And there's a if lot of energy and excitement around that.

Okay. Thanks. And then, if the industry were to more aggressively shift towards server-to-server, how would you anticipate the economics changing for you guys?

Well, I think the excitement to us on server-to-server is that we believe that some of the major pockets of publishers, application developers who've been sitting on the sidelines saying, hey, ad tech community, figure this stuff out, I'm not jumping in with one solution and then six months later, you tell me another solution. So, by and large, this header bidding phenomenon has been North American desktop and that's what we've been fighting over and that's what we've been battling over. Server-to-server brings with it the promise opening up global inventory, desktop, mobile desktop and as I said before, we believe downstream mobile app, and so really it's been a small slice of participation. So, our excitement in server-to-server, that we're going to see more inventory, higher quality inventory than we've ever seen before, and we're not late to the market. We're leading the market this time around and we are very excited about the prospects.

Thank you.

This concludes our question-and-answer session and the conference is also now concluded. Thank you for attending today's presentation. You may now disconnect.