Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 27, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | EDGW | |
Entity Registrant Name | EDGEWATER TECHNOLOGY INC/DE/ | |
Entity Central Index Key | 1,017,968 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,312,596 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 10,737 | $ 11,981 |
Accounts receivable, net of allowance of $150 | 29,093 | 27,753 |
Prepaid expenses and other current assets | 1,623 | 704 |
Total current assets | 41,453 | 40,438 |
Property and equipment, net | 755 | 824 |
Intangible assets, net | 10,184 | 11,990 |
Goodwill | 29,983 | 29,910 |
Deferred tax assets, net | 23,731 | 24,032 |
Other assets | 238 | 230 |
Total assets | 106,344 | 107,424 |
Current liabilities: | ||
Accounts payable | 831 | 586 |
Accrued liabilities | 14,642 | 15,486 |
Short-term portion of contingent earnout consideration | 6,053 | 7,072 |
Deferred revenue | 2,146 | 2,428 |
Total current liabilities | 23,672 | 25,572 |
Revolving credit facility | 5,000 | 5,000 |
Long-term portion of contingent earnout consideration | 899 | 3,468 |
Total liabilities | 29,571 | 34,040 |
Stockholders' equity: | ||
Preferred stock, $.01 par value; 2,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value; 48,000 shares authorized, 29,736 shares issued as of June 30, 2016 and December 31, 2015, 12,275 and 11,862 shares outstanding as of June 30, 2016 and December 31, 2015, respectively | 297 | 297 |
Paid-in capital | 209,794 | 210,324 |
Treasury stock, at cost, 17,461 and 17,874 shares at June 30, 2016 and December 31, 2015, respectively | (113,133) | (116,464) |
Accumulated other comprehensive loss | (516) | (554) |
Retained deficit | (19,669) | (20,219) |
Total stockholders' equity | 76,773 | 73,384 |
Total liabilities and stockholders' equity | $ 106,344 | $ 107,424 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 150 | $ 150 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 48,000,000 | 48,000,000 |
Common stock, shares issued | 29,736,000 | 29,736,000 |
Common stock, shares outstanding | 12,275,000 | 11,862,000 |
Treasury stock, shares | 17,461,000 | 17,874,000 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Service revenue | $ 28,564 | $ 24,622 | $ 56,779 | $ 47,299 |
Software revenue | 3,636 | 4,116 | 5,665 | 6,283 |
Reimbursable expenses | 1,824 | 1,789 | 3,478 | 3,523 |
Total revenue | 34,024 | 30,527 | 65,922 | 57,105 |
Cost of revenue: | ||||
Project and personnel costs | 17,288 | 16,220 | 35,528 | 32,014 |
Software costs | 2,098 | 2,105 | 3,352 | 3,510 |
Reimbursable expenses | 1,824 | 1,789 | 3,478 | 3,523 |
Total cost of revenue | 21,210 | 20,114 | 42,358 | 39,047 |
Gross profit | 12,814 | 10,413 | 23,564 | 18,058 |
Operating expenses: | ||||
Selling, general and administrative | 9,783 | 8,963 | 19,727 | 17,229 |
Change in fair value of contingent earnout consideration | (928) | (928) | ||
Direct acquisition costs | 430 | 611 | ||
Fullscope embezzlement costs (loss recovery) | (250) | (250) | ||
Depreciation and amortization | 1,004 | 323 | 2,008 | 546 |
Total operating expenses | 9,859 | 9,036 | 21,237 | 18,136 |
Operating income (loss) | 2,955 | 1,377 | 2,327 | (78) |
Other expense, net | 568 | 504 | 1,193 | 624 |
Income (loss) before income taxes | 2,387 | 873 | 1,134 | (702) |
Tax provision (benefit) | 1,074 | 379 | 584 | (256) |
Net income (loss) | 1,313 | 494 | 550 | (446) |
Comprehensive income (loss): | ||||
Currency translation adjustments | (17) | (27) | 38 | (182) |
Total comprehensive income (loss) | $ 1,296 | $ 467 | $ 588 | $ (628) |
Net income (loss) per share: | ||||
Basic net income (loss) per share of common stock | $ 0.11 | $ 0.04 | $ 0.05 | $ (0.04) |
Diluted net income (loss) per share of common stock | $ 0.09 | $ 0.04 | $ 0.04 | $ (0.04) |
Shares used in computing basic net income (loss) per share of common stock | 12,126 | 11,473 | 11,959 | 11,410 |
Shares used in computing diluted net income (loss) per share of common stock | 14,032 | 13,230 | 13,876 | 11,410 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 550 | $ (446) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities, excluding the impact of acquisitions: | ||
Depreciation and amortization | 2,102 | 648 |
Share-based compensation expense | 779 | 850 |
Recovery of doubtful accounts | (24) | |
Deferred income taxes | 301 | (317) |
Change in fair value of contingent earnout consideration | (928) | |
Accretion of contingent earnout consideration | 1,246 | 579 |
Excess tax benefit from stock options | (158) | (173) |
Changes in operating accounts, net of acquisition: | ||
Accounts receivable | (1,320) | (475) |
Prepaid expenses and other current assets | (927) | (250) |
Accounts payable | 245 | 95 |
Accrued liabilities and other liabilities | (1,506) | (3,133) |
Deferred revenue | (282) | 148 |
Net cash provided by (used in) operating activities | 78 | (2,474) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (223) | (240) |
Net cash used in investing activities | (316) | (4,885) |
CASH FLOW FROM FINANCING ACTIVITES: | ||
Proceeds from employee stock plans and stock option exercises | 2,022 | 774 |
Payment of contingent earnout consideration | (3,226) | |
Purchase of treasury stock | (114) | |
Excess tax benefit from stock options | 158 | 173 |
Net cash provided by financing activities | (1,046) | 833 |
Effects of exchange rates on cash | 40 | (22) |
Net decrease in cash and cash equivalents | (1,244) | (6,548) |
CASH AND CASH EQUIVALENTS, beginning of period | 11,981 | 26,768 |
CASH AND CASH EQUIVALENTS, end of period | 10,737 | 20,220 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 159 | 170 |
Issuance of restricted stock awards | 728 | |
Zero2Ten [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used to acquire Zero2Ten/M2 Dynamics | $ (4,645) | |
M2 Dynamics [Member] | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used to acquire Zero2Ten/M2 Dynamics | $ (93) |
Organization
Organization | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION: Edgewater Technology, Inc. helps C-suite executives drive transformational change through its unique selection of business and technology services and channel-based solutions. Classic consulting disciplines (such as business advisory, process improvement, organizational change management, M&A due diligence, and domain expertise) are blended with technical services (such as digital transformation, technical roadmaps, data and analytics services, custom development and system integration) to help organizations leverage investments in legacy IT assets to create new digital business models. Delivering both on premise and in the cloud, Edgewater offers two major channel-based services. In the Oracle channel, Edgewater Ranzal provides Business Analytics solutions leveraging Oracle Enterprise Performance Management (“EPM”), Business Intelligence (“BI”) and Big Data technologies. In the Microsoft channel, Edgewater Fullscope delivers Dynamics AX ERP, Business Intelligence and CRM solutions primarily in the manufacturing space. In this Quarterly Report on Form 10-Q (the “Form 10-Q”), we use the terms “Edgewater,” “Edgewater Technology,” “we,” “our Company,” “the Company,” “our” and “us” to refer to Edgewater Technology, Inc. and its wholly-owned subsidiaries, which are described in our 2015 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016 (the “2015 Form 10-K”). |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by Edgewater pursuant to the rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our 2015 Form 10-K. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for any future period or the full fiscal year. Our revenue and earnings may fluctuate from quarter-to-quarter based on factors within and outside our control, including variability in demand for information technology professional services, the length of the sales cycle associated with our service offerings, the number, size and scope of our projects and the efficiency with which we utilize our employees. Other comprehensive income (loss) consists of net income (loss) plus or minus any currency translation adjustments. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 3. BUSINESS COMBINATIONS: M2 Dynamics Inc. (“M2 Dynamics”): The Company initially estimated total fair value of the purchase price consideration to be $19.8 million. The initial cash consideration paid at close consisted of the $16.1 million base purchase price plus $596 thousand attributable to a net working capital adjustment. The total purchase price was increased by $3.0 million, representing the adjusted fair value estimate of additional contingent earnout consideration that may be earned by M2 Dynamics, which is described in more detail below. During the quarter ended March 31, 2016, the Company increased total purchase price consideration of the M2 Dynamics Acquisition, resulting in an increase to the carrying value of goodwill, by $93 thousand. The increase is attributable to the final true-up of excess net working capital delivered by M2 Dynamics at the closing of the transaction. The M2 Dynamics financial accounting measurement period was completed during the first quarter of 2016. The Company, as of June 30, 2016, had accrued $3.5 million in potential future contingent earnout consideration payable to M2 Dynamics related to the completion of the one-year earnout period. The maximum amount of contingent earnout consideration that M2 Dynamics can earn during the earnout period is capped at $6.6 million (and is not impacted by continued employment status of M2 Dynamics shareholders). In addition to the above payments, the Company incurred approximately $1.2 million in direct transaction costs. Direct acquisition costs were $430 thousand during the three-month period ended March 31, 2016 and $801 thousand during the three-month period ended December 31, 2015. The direct acquisition costs were expensed (within direct acquisition costs on the consolidated statement of comprehensive income (loss)) as incurred. In connection with the M2 Dynamics Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration, identified intangibles and goodwill. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 2,785 Other assets 21 Accounts payable and accrued expenses (753 ) Customer relationships 7,700 6 Years Goodwill (deductible for tax purposes) 10,115 Total purchase price $ 19,868 The M2 Dynamics Acquisition was accounted for as a purchase transaction, and accordingly, the results of comprehensive income (loss), commencing December 21, 2015, are included in the Company’s accompanying condensed consolidated statement of comprehensive income (loss). The Company recorded total revenues of $3.3 million and $6.2 million during the three- and six-month periods ended June 30, 2016, respectively. Non-cash expenses associated with amortization of purchased intangible assets as well as the accretion of contingent earnout consideration totaled $740 thousand and $1.5 million, which was a significant factor in the overall net income of M2 Dynamics of $134 thousand and $35 thousand during the three- and six-month periods ended June 30, 2016, respectively. The following table sets forth supplemental pro forma financial information that assumes the acquisition of M2 Dynamics was completed at the beginning of 2015. The information for the three- and six-month periods ended June 30, 2015 includes the historical results of Edgewater and M2 Dynamics. The pro forma results include estimates and assumptions regarding the amortization of intangible assets recognized as part of the acquisition and income taxes. The pro forma results, as presented, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated, or that may result in the future. Unaudited Three-Month Period Unaudited Six-Month Period (In Thousands) (In Thousands) Pro forma total revenue $ 33,337 $ 62,405 Pro forma net income (loss) 604 (291 ) Pro forma basic net income (loss) per share $ 0.05 $ (0.03 ) Pro forma diluted net income (loss) per share $ 0.05 $ (0.03 ) Acquisition of Branchbird LLC (“Branchbird”): The Company determined the total allocable purchase price consideration to be $4.2 million. The initial cash consideration paid at closing was $2.7 million, net of $19 thousand attributable to a net working capital adjustment. The total purchase price was increased by $1.4 million, representing our initial estimate of the fair value of additional contingent earnout consideration that may be earned by Branchbird, which is described in more detail below. In addition to the above payments, the Company incurred approximately $340 thousand in direct transaction costs, which were expensed (within direct acquisition costs on the condensed consolidated statement of comprehensive income (loss)) during the year ended December 31, 2015. An earnout agreement was entered into in connection with the Branchbird Acquisition under which Branchbird is eligible to receive additional contingent consideration. Contingent earnout consideration to be paid, if any, to Branchbird will be based upon the achievement of certain performance measures (and is not impacted by continued employment status of Branchbird owners) over two consecutive one-year earnout periods, concluding on August 16, 2017. The maximum amount of contingent earnout consideration that can be earned by Branchbird is capped at $2.4 million. The Company continuously examines actual results in comparison to financial metrics utilized in the earnout calculation and assesses the carrying value of the contingent earnout consideration. During the three-month period ended June 30, 2016 the Company recorded a change in fair value of the estimated earnout consideration to be achieved (as a result of lower than forecasted revenue performance). This change in estimate resulted in a reversal of $798 thousand (which was recorded as a component of change in fair value of contingent earnout consideration in the accompanying condensed consolidated statements of comprehensive income (loss)). As of June 30, 2016, the Company had recorded an accrual of $899 thousand related to Branchbird contingent earnout consideration. In connection with the Branchbird Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration, identified intangibles and goodwill. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 540 Other assets 16 Accounts payable and accrued expenses (86 ) Customer relationships 2,100 5 Goodwill (deductible for tax purposes) 1,613 Total purchase price $ 4,183 The Branchbird Acquisition was accounted for as a purchase transaction, and accordingly, the results of operations, commencing August 17, 2015, are included in the Company’s accompanying consolidated statement of comprehensive income (loss). Pro forma financial information related to the Branchbird Acquisition is not presented as the effect of this acquisition was not material to the Company. Acquisition of Zero2Ten, Inc. (“Zero2Ten”): The Company determined the total allocable purchase price consideration to be $9.0 million. The initial cash consideration paid at closing was $4.5 million. The cash paid at closing consisted of the $5.0 million purchase price less $457 thousand attributable to a net working capital adjustment. The total purchase price was increased by $4.4 million, representing our initial estimate of the fair value estimate of additional contingent earnout consideration that may be earned by Zero2Ten, which is described in more detail below. In addition to the above payments, the Company incurred approximately $613 thousand in direct transaction costs, which were expensed (within direct acquisition costs on the consolidated statement of comprehensive income (loss)) during the year ended December 31, 2015. An earnout agreement was entered into in connection with the Zero2Ten Acquisition under which Zero2Ten is eligible to receive additional contingent consideration. Contingent earnout consideration to be paid, if any, to Zero2Ten will be based upon the achievement of certain performance measures (and is not impacted by continued employment status of Zero2Ten shareholders) over two consecutive one-year earnout periods, concluding on March 13, 2017. In March 2016, Zero2Ten completed its first twelve-month earnout period, during which the required performance measurements were achieved. Accordingly, the former Zero2Ten stockholders received additional contingent consideration related to the first earnout period in the amount of $3.9 million. The Company continuously examines actual results in comparison to financial metrics utilized in the earnout calculation and assesses the carrying value of the contingent earnout consideration. During the six-month period ended June 30, 2016, we reversed $130 thousand of accrued contingent earnout consideration (reported as a part of change in fair value of contingent earnout consideration in our condensed consolidated statements of comprehensive income(loss)) associated with the completion of the first earnout period and the projected completion of the second earnout period, as it was determined that current forecasts are slightly below those originally utilized in determining the fair value of the contingent earnout consideration. The Company, as of June 30, 2016, has accrued $2.6 million in potential future contingent earnout consideration payable to Zero2Ten in connection with the second twelve-month earnout period. The maximum amount of contingent earnout consideration that can be earned by Zero2Ten during the remaining earnout period is capped at $4.3 million. In connection with the Zero2Ten Acquisition, the Company made certain estimates related to the fair value of assets acquired, liabilities assumed, contingent earnout consideration, identified intangibles and goodwill. The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 1,596 Other assets 142 Deferred revenue (1,158 ) Accounts payable and accrued expenses (580 ) Customer relationships 2,800 5 Goodwill (deductible for tax purposes) 6,210 Total purchase price $ 9,010 The Zero2Ten Acquisition was accounted for as a purchase transaction, and accordingly, the results of operations, commencing March 13, 2015, are included in the Company’s accompanying consolidated statement of comprehensive loss. Pro forma financial information related to the Zero2Ten Acquisition is not presented as the effect of this acquisition was not material to the Company. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2016 | |
Text Block [Abstract] | |
Revenue Recognition | 4. REVENUE RECOGNITION: The Company recognizes revenue primarily through the provision of consulting services and the resale of third-party, off-the-shelf software and maintenance. We generate revenue by providing consulting services under written service contracts with our customers. The service contracts we enter into generally fall into three specific categories: time and materials, fixed-price and retainer. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured. We establish billing terms at the time at which the project deliverables and milestones are agreed. Our standard payment terms are 30 days from invoice date. Out-of-pocket reimbursable expenses charged to customers are reflected as revenue. When a customer enters into a time and materials, fixed-price or a periodic retainer-based contract, the Company recognizes revenue in accordance with its evaluation of the deliverables in each contract. If the deliverables represent separate units of accounting, the Company then measures and allocates the consideration from the arrangement to the separate units, based on vendor specific objective evidence (“VSOE”) of the value for each deliverable. The revenue under time and materials contracts is recognized as services are rendered and performed at contractually agreed upon rates. Revenue pursuant to fixed-price contracts is recognized under the proportional performance method of accounting. We continuously evaluate whether revenue and profitability should be recognized in the current period. We estimate the proportional performance on our fixed-price contracts on a monthly basis utilizing hours incurred to date as a percentage of total estimated hours to complete the project. This method is used because reasonably dependable estimates of costs and revenue earned can be made, based on historical experience and milestones identified in any particular contract. If we do not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion of performance, subject to any warranty provisions or other project management assessments as to the status of work performed. Estimates of total project costs are continuously monitored during the term of an engagement. There are situations where the number of hours to complete projects may exceed our original estimate, as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill its responsibilities. Accordingly, recorded revenues and costs are subject to revision throughout the life of a project based on current information and historical trends. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. If our initial estimates of the resources required or the scope of work to be performed on a contract are inaccurate, or we do not manage the project properly within the planned time period, a provision for estimated losses on incomplete projects may be made. Any known or probable losses on projects are charged to operations in the period in which such losses are determined. A formal project review process takes place quarterly, although projects are continuously evaluated throughout the period. Management reviews the estimated total direct costs on each contract to determine if the estimated amounts are accurate, and estimates are adjusted as needed in the period identified. No material losses were recognized on contracts during the three- or six-month periods ended June 30, 2016 or 2015. We also perform services on a periodic retainer basis under infrastructure service contracts, which include monthly hosting and support services. Revenue under periodic retainer-based contracts is recognized ratably over the contract period, as outlined within the respective contract. In the event additional services are required, above the minimum retained or contracted amount, then such services are billed on a time and materials basis. Typically, the Company provides warranty services on its fixed-price contracts related to providing customers with the ability to have any “design flaws” remedied and/or have our Company “fix” routine defects. The warranty services, as outlined in the respective contracts, are provided for a specific period of time after a project is complete. The Company values the warranty services based upon historical labor hours incurred for similar services at standard billing rates. Revenue related to the warranty provisions within our fixed-price contracts is recognized as the services are performed or the revenue is earned. The warranty period is typically for a 30-60 day period after the project is complete. Customer prepayments, even if nonrefundable, are deferred (classified as deferred revenue on the condensed consolidated balance sheets) and recognized over future periods as services are performed. Software revenue represents the resale of certain third-party off-the-shelf software and maintenance and is recorded on a gross basis provided we act as a principal in the transaction, which we have determined based upon several factors, including, but not limited to, the fact that we have credit risk and we set the price to the end user. In the event we do not meet the requirements to be considered a principal in the software sale transaction and act as an agent, software revenue is recorded on a net basis. The majority of the software sold by the Company is delivered electronically. For software that is delivered electronically, we consider delivery to have occurred when the customer either (a) takes possession of the software via a download (that is, when the customer takes possession of the electronic data on its hardware), or (b) has been provided with access codes that allow the customer to take immediate possession of the software on its hardware pursuant to an agreement or purchase order for the software. The Company enters into multiple element arrangements which typically include software, post-contract support (or maintenance), and consulting services. Consistent with the software described above, maintenance that is in the form of a pass through transaction is recognized upon delivery of the software, as all related warranty and maintenance is performed by the primary software vendor and not the Company. Maintenance fee revenue for the Company’s software products, which is inconsequential in all years presented, is recognized ratably over the term of the arrangements, which are generally for a one-year period. The Company has established VSOE with respect to the services and maintenance provided based on the price charged when the services are sold separately and the stated renewal rate. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 5. SHARE-BASED COMPENSATION: Share-based compensation expense under all of the Company’s share-based plans was $302 thousand and $779 thousand for the three- and six-month periods ended June 30, 2016, respectively. Share-based compensation expense under all of the Company’s share-based plans was $387 thousand and $850 thousand for the three- and six-month periods ended June 30, 2015, respectively. Cash received from the employee stock purchase plan (“ESPP”) and through stock option exercises was $708 thousand and $2.0 million during the three- and six-month periods ended June 30, 2016, respectively. Cash received from ESPP and stock option exercises was $518 thousand and $774 thousand during the three- and six-month periods ended June 30, 2015, respectively. As of June 30, 2016, unrecognized compensation expense, net of estimated forfeitures, related to the unvested portion of all share-based compensation arrangements was approximately $962 thousand and is expected to be recognized over a weighted-average period of 1.2 years. The Company intends to use previously purchased treasury shares for shares issued for options, restricted share awards and ESPP purchases. Shares may also be issued from authorized but unissued share reserves. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES: The Company recorded a tax provision of $1.1 million and $584 thousand for the three- and six-month periods ended June 30, 2016, respectively. The Company recorded a tax provision (benefit) of $379 thousand and $(256) thousand for the three- and six-month periods ended June 30, 2015, respectively. The reported tax provision for the three- and six-month periods ended June 30, 2016 is based upon an estimated annual effective tax rate of 45.0% and 51.5%, respectively. The effective tax rates reflected our combined federal and state income tax rates, foreign income tax provisions and the recognition of U.S. deferred tax liabilities for differences between the book and tax basis of goodwill. We assess the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. The periodic assessment of the net carrying value of our deferred tax assets under the applicable accounting rules is highly judgmental. We are required to consider all available positive and negative evidence in evaluating the likelihood that we will be able to realize the benefit of our deferred tax assets in the future. Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations. Since this evaluation requires consideration of events that may occur some years into the future, there is significant judgment involved, and our conclusion could be materially different should certain of our expectations not transpire. When assessing all available evidence, we consider the extent to which we have generated pre-tax income or losses over the most recent three-year period to be an important piece of objective evidence. As of June 30, 2016 and December 31, 2015, the recorded deferred tax asset valuation allowance balance was $4.5 million. Our policy is to classify interest and penalties related to unrecognized tax benefits as income tax expense. This policy has been consistently applied in all periods. Interest and penalties related to our unrecognized tax benefits were insignificant for all periods presented. No such amounts were recognized in the three- or six-month period ended June 30, 2016. We have reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. We have identified no uncertain tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the twelve months ending June 30, 2017. We remain subject to examination until the statute of limitations expires for each respective tax jurisdiction. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. • Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. As of June 30, 2016 and December 31, 2015, our only financial assets and liabilities required to be measured on a recurring basis were our contingent earnout consideration liabilities. The following table represents the Company’s fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis: Basis of Fair Value Measurements Balance Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Balance at June 30, 2016: Financial liabilities: Contingent earnout consideration $ 6,952 $ — $ — $ 6,952 Total financial liabilities $ 6,952 $ — $ — $ 6,952 Balance at December 31, 2015: Financial liabilities: Contingent earnout consideration $ 10,540 $ — $ — $ 10,540 Total financial liabilities $ 10,540 $ — $ — $ 10,540 No financial instruments were transferred into or out of Level 3 classification during the three- or six-month periods ended June 30, 2016. The Company has classified its net liability for contingent earnout considerations relating to its Zero2Ten, Branchbird and M2 Dynamics Acquisitions within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which included probability weighted cash flows. A description of these acquisitions is included within Note 3. The contingent earnout payments for each acquisition are based on the achievement of certain revenue and earnings before interest, taxes, and depreciation and amortization targets. A reconciliation of the beginning and ending Level 3 net liabilities for the six-month period ended June 30, 2016 is as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (In Thousands) Balance at December 31, 2015 $ 10,540 Payment of contingent earnout consideration (3,906 ) Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) (928 ) Accretion of contingent earnout consideration (included within other expense, net) 1,246 Ending balance at June 30, 2016 $ 6,952 As of June 30, 2016 and December 31, 2015, the fair values of our other financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate the carrying amounts of the respective asset and/or liability due to the short-term nature of these financial instruments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. GOODWILL AND INTANGIBLE ASSETS: Goodwill increased to $30.0 million as of June 30, 2016 compared to $29.9 million as of December 31, 2015. This increase is the result of adjustments to the initial estimate of purchase price allocation of M2 Dynamics, which is further disclosed within Note 3. With the exception of the acquisition-related increase noted herein, there have been no other changes to the Company’s goodwill balance. The Company continuously evaluates for any triggering events and no such events have occurred during the three or six month periods ended June 30, 2016. Our annual goodwill and intangible assets measurement date is December 2. We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $858 thousand and $1.7 million during the three- and six-month periods ended June 30, 2016, respectively. Amortization expense was $165 thousand and $239 thousand during the three- and six-month periods ended June 30, 2015, respectively. This amortization expense relates to certain non-competition covenants and customer lists, which expire at various times through 2021. The Company recorded amortization from capitalized internally developed software (intellectual property) (reported as part of Cost of Revenue—software cost within the condensed consolidated statements of comprehensive income (loss)) of $49 thousand and $94 thousand during the three- and six-month periods ended June 30, 2016, respectively. The Company recorded amortization from capitalized internally developed software of $47 thousand and $101 thousand during the three- and six-month periods ended June 30, 2015, respectively. Estimated annual amortization expense of our intangible assets (including amortization expense associated with capitalized software costs) for the current year and the following five years ending December 31, is as follows: Amortization Expense (In Thousands) 2016 $ 3,612 2017 $ 2,804 2018 $ 2,240 2019 $ 1,712 2020 $ 1,057 2021 $ 565 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 9. ACCRUED EXPENSES AND OTHER LIABILITIES: Accrued liabilities as of June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, (In Thousands) Accrued bonuses 2,585 2,939 Accrued commissions 1,601 1,496 Accrued vacation 3,057 2,272 Accrued payroll related liabilities 2,487 2,423 Accrued software expense 1,563 1,284 Accrued contractor fees 778 1,132 Accrued professional service fees 339 1,016 Short-term portion of lease abandonment accrual 146 437 Deferred rent 129 220 Income tax related accruals 507 318 Other accrued expenses 1,450 1,949 Total $ 14,642 $ 15,486 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 10. NET INCOME (LOSS) PER SHARE: A reconciliation of net income and weighted average shares used in computing basic and diluted net income (loss) per share is as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 (In Thousands, Except Per Share Data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ 1,313 $ 494 $ 550 $ (446 ) Weighted average common shares outstanding 12,126 11,473 11,959 11,410 Basic net income (loss) per share of common stock $ 0.11 $ 0.04 $ 0.05 $ (0.04 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ 1,313 $ 494 $ 550 $ (446 ) Weighted average common shares outstanding 12,126 11,473 11,959 11,410 Dilutive effects of stock options 1,906 1,757 1,917 — Weighted average common shares, assuming dilutive effect of stock options 14,032 13,230 13,876 11,410 Diluted net income (loss) per share of common stock $ 0.09 $ 0.04 $ 0.04 $ (0.04 ) Share-based awards, inclusive of all grants made under the Company’s equity plans, for which either the stock option exercise price or the fair value of the restricted share award exceeds the average market price over the period, have an anti-dilutive effect on earnings per share, and accordingly, are excluded from the diluted computations for all periods presented. Had such shares been included, shares for the diluted computation would have increased by approximately 77 thousand shares and 71 thousand shares in the three- and six-month periods ended June 30, 2015, respectively. There were no such anti-dilutive shares outstanding for the three- and six-month periods ended June 30, 2016. As of June 30, 2016 and 2015, there were approximately 3.5 and 4.1 million share-based awards outstanding, respectively, under the Company’s equity plans. Options to purchase 1.8 million shares of common stock that were outstanding during the six months ended June 30, 2015 were not included in the computation of diluted net loss per share due to the reported periodic loss. |
Stock Repurchase Program
Stock Repurchase Program | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stock Repurchase Program | 11. STOCK REPURCHASE PROGRAM: In December 2007, our Board of Directors (the “Board”) authorized a stock repurchase program for up to $5.0 million of common stock on the open market or through privately negotiated transactions from time-to-time through December 31, 2008 (the “Stock Repurchase Program”). The Board subsequently amended the Stock Repurchase Program, authorizing both an increase to and an extension of the Stock Repurchase Program. The Stock Repurchase Program, as amended, had a maximum purchase value of shares of $23.1 million (the “Purchase Authorization”) and was set to expire on September 19, 2015 (the “Repurchase Period”). On September 17, 2015, we announced that the Board had approved an extension of the Repurchase Period to September 23, 2016. The timing and amount of the purchases will be based upon market conditions, securities law considerations and other factors. The Stock Repurchase Program does not obligate the Company to acquire a specific number of shares in any period and may be modified, suspended, extended or discontinued at any time, without prior notice. The Company did not repurchase any shares of common stock during the three- or six-month periods ended June 30, 2016. The Company repurchased 16,000 shares at an aggregate price of $114 thousand during the three- and six-month periods ended June 30, 2015. |
Revolving Line of Credit
Revolving Line of Credit | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 12. REVOLVING LINE OF CREDIT: In September 2013, the Company entered into a secured revolving credit facility (the “Credit Facility”). The Credit Facility was modified through an amendment in December 2015, which increased the borrowing base to $15 million (from the previous $10 million) with an additional accordion feature that allows the Company to request an additional $5.0 million as needed, extending the total credit facility borrowing capacity to $20 million over its three-year term. The Credit Facility is collateralized by substantially all assets of the Company and its domestic subsidiaries, and is subject to certain financial covenants. The Company was in compliance with the financial covenants (which are related to interest coverage and leverage) as of June 30, 2016. Under the terms of the Credit Facility, any advances will accrue interest at a variable per annum rate of interest equal to the LIBOR Rate plus 1.5%. Interest is due and payable, in arrears, on a monthly basis. The Company will be obligated to pay an annual commitment fee of 0.15% on the daily undrawn balance of the facility. Any amounts outstanding under the Credit Facility will be due on December 21, 2018. The Company had drawn down $5.0 million of this balance as of June 30, 2016. |
Geographic Information
Geographic Information | 6 Months Ended |
Jun. 30, 2016 | |
Text Block [Abstract] | |
Geographic Information | 13. GEOGRAPHIC INFORMATION Total revenue to unaffiliated customers by geographic area were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States $ 29,227 $ 26,115 $ 55,686 $ 48,611 Canada 2,989 2,603 6,740 5,592 Other International 1,808 1,809 3,496 2,902 Total revenue $ 34,024 $ 30,527 $ 65,922 $ 57,105 Substantially all of the Company’s long-lived assets are located within the United States. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
M2 Dynamics [Member] | |
Summary of Purchase Price Allocation | The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 2,785 Other assets 21 Accounts payable and accrued expenses (753 ) Customer relationships 7,700 6 Years Goodwill (deductible for tax purposes) 10,115 Total purchase price $ 19,868 |
Summary of Supplemental Pro Forma Financial Information | The following table sets forth supplemental pro forma financial information that assumes the acquisition of M2 Dynamics was completed at the beginning of 2015. The information for the three- and six-month periods ended June 30, 2015 includes the historical results of Edgewater and M2 Dynamics. The pro forma results include estimates and assumptions regarding the amortization of intangible assets recognized as part of the acquisition and income taxes. The pro forma results, as presented, are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated, or that may result in the future. Unaudited Three-Month Period Unaudited Six-Month Period (In Thousands) (In Thousands) Pro forma total revenue $ 33,337 $ 62,405 Pro forma net income (loss) 604 (291 ) Pro forma basic net income (loss) per share $ 0.05 $ (0.03 ) Pro forma diluted net income (loss) per share $ 0.05 $ (0.03 ) |
Branchbird [Member] | |
Summary of Purchase Price Allocation | The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 540 Other assets 16 Accounts payable and accrued expenses (86 ) Customer relationships 2,100 5 Goodwill (deductible for tax purposes) 1,613 Total purchase price $ 4,183 |
Zero2Ten [Member] | |
Summary of Purchase Price Allocation | The Company performed a fair value allocation of the purchase price among assets, liabilities and identified intangible assets. The allocation of the purchase price was as follows: Total Life (In Years) (In Thousands) Accounts receivable $ 1,596 Other assets 142 Deferred revenue (1,158 ) Accounts payable and accrued expenses (580 ) Customer relationships 2,800 5 Goodwill (deductible for tax purposes) 6,210 Total purchase price $ 9,010 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Company's Fair Value Hierarchy for its Financial Assets and Liabilities | The following table represents the Company’s fair value hierarchy for its financial assets and liabilities required to be measured on a recurring basis: Basis of Fair Value Measurements Balance Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In Thousands) Balance at June 30, 2016: Financial liabilities: Contingent earnout consideration $ 6,952 $ — $ — $ 6,952 Total financial liabilities $ 6,952 $ — $ — $ 6,952 Balance at December 31, 2015: Financial liabilities: Contingent earnout consideration $ 10,540 $ — $ — $ 10,540 Total financial liabilities $ 10,540 $ — $ — $ 10,540 |
Reconciliation of the Beginning and Ending Level 3 Net Liabilities | A reconciliation of the beginning and ending Level 3 net liabilities for the six-month period ended June 30, 2016 is as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (In Thousands) Balance at December 31, 2015 $ 10,540 Payment of contingent earnout consideration (3,906 ) Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) (928 ) Accretion of contingent earnout consideration (included within other expense, net) 1,246 Ending balance at June 30, 2016 $ 6,952 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Estimated Annual Amortization Expense of our Intangible Assets | Estimated annual amortization expense of our intangible assets (including amortization expense associated with capitalized software costs) for the current year and the following five years ending December 31, is as follows: Amortization Expense (In Thousands) 2016 $ 3,612 2017 $ 2,804 2018 $ 2,240 2019 $ 1,712 2020 $ 1,057 2021 $ 565 |
Accrued Expenses and Other Li22
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities as of June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, (In Thousands) Accrued bonuses 2,585 2,939 Accrued commissions 1,601 1,496 Accrued vacation 3,057 2,272 Accrued payroll related liabilities 2,487 2,423 Accrued software expense 1,563 1,284 Accrued contractor fees 778 1,132 Accrued professional service fees 339 1,016 Short-term portion of lease abandonment accrual 146 437 Deferred rent 129 220 Income tax related accruals 507 318 Other accrued expenses 1,450 1,949 Total $ 14,642 $ 15,486 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Weighted Average Shares used in Computing Basic and Diluted Net Income (Loss) Per Share | A reconciliation of net income and weighted average shares used in computing basic and diluted net income (loss) per share is as follows: Three Months Ended Six Months Ended 2016 2015 2016 2015 (In Thousands, Except Per Share Data) Basic net income (loss) per share: Net income (loss) applicable to common shares $ 1,313 $ 494 $ 550 $ (446 ) Weighted average common shares outstanding 12,126 11,473 11,959 11,410 Basic net income (loss) per share of common stock $ 0.11 $ 0.04 $ 0.05 $ (0.04 ) Diluted net income (loss) per share: Net income (loss) applicable to common shares $ 1,313 $ 494 $ 550 $ (446 ) Weighted average common shares outstanding 12,126 11,473 11,959 11,410 Dilutive effects of stock options 1,906 1,757 1,917 — Weighted average common shares, assuming dilutive effect of stock options 14,032 13,230 13,876 11,410 Diluted net income (loss) per share of common stock $ 0.09 $ 0.04 $ 0.04 $ (0.04 ) |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Text Block [Abstract] | |
Schedule of Geographic Information | Total revenue to unaffiliated customers by geographic area were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States $ 29,227 $ 26,115 $ 55,686 $ 48,611 Canada 2,989 2,603 6,740 5,592 Other International 1,808 1,809 3,496 2,902 Total revenue $ 34,024 $ 30,527 $ 65,922 $ 57,105 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | Dec. 21, 2015USD ($) | Aug. 17, 2015USD ($) | Mar. 13, 2015USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($)Earnout_Period | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||
Increase in total purchase price | $ (928,000) | $ (928,000) | ||||||||
Direct acquisition costs | 430,000 | $ 611,000 | ||||||||
Payment of contingent earnout consideration | $ 3,226,000 | |||||||||
M2 Dynamics [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Dec. 21, 2015 | |||||||||
Purchase price consideration | $ 19,800,000 | |||||||||
Initial cash consideration | 16,100,000 | $ 93,000 | ||||||||
Working capital adjustment | 596,000 | |||||||||
Increase in total purchase price | 3,000,000 | |||||||||
Increase in carrying value of goodwill | $ 93,000 | |||||||||
Business combination, contingent earnout considerations accrual | 3,500,000 | $ 3,500,000 | ||||||||
Earnout period | 1 year | |||||||||
Earnout consideration | $ 6,600,000 | |||||||||
Direct transaction costs | 1,200,000 | 1,200,000 | ||||||||
Direct acquisition costs | $ 430,000 | $ 801,000 | ||||||||
Business combination revenue recorded | 3,300,000 | 6,200,000 | ||||||||
Non-cash expenses associated with amortization of purchased intangible assets and accretion of contingent earnout consideration | 740,000 | 1,500,000 | ||||||||
Business combination net income (loss) recorded | 134,000 | $ 35,000 | ||||||||
Purchase price consideration | $ 19,868,000 | |||||||||
Branchbird [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Aug. 17, 2015 | |||||||||
Purchase price consideration | $ 4,200,000 | |||||||||
Initial cash consideration | 2,700,000 | |||||||||
Working capital adjustment | 19,000 | |||||||||
Increase in total purchase price | 1,400,000 | |||||||||
Business combination, contingent earnout considerations accrual | 899,000 | $ 899,000 | ||||||||
Earnout period | 1 year | |||||||||
Earnout consideration | 2,400,000 | |||||||||
Direct acquisition costs | $ 340,000 | |||||||||
Number of consecutive earnout period | Earnout_Period | 2 | |||||||||
Purchase price consideration | $ 4,183,000 | |||||||||
Branchbird [Member] | Restatement Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase in total purchase price | 798,000 | |||||||||
Zero2Ten [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Mar. 13, 2015 | |||||||||
Initial cash consideration | $ 4,500,000 | $ 4,645,000 | ||||||||
Working capital adjustment | 457,000 | |||||||||
Increase in total purchase price | 4,400,000 | |||||||||
Earnout period | 1 year | |||||||||
Direct acquisition costs | $ 613,000 | |||||||||
Number of consecutive earnout period | Earnout_Period | 2 | |||||||||
Purchase price consideration | 9,010,000 | |||||||||
Gross cash consideration | $ 5,000,000 | |||||||||
Business combination, accrued contingent earnout considerations reversed | 130,000 | $ 130,000 | ||||||||
Remaining earnout consideration | 4,300,000 | 4,300,000 | ||||||||
Zero2Ten [Member] | First Earnout Period [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Earnout period completed | 12 months | |||||||||
Payment of contingent earnout consideration | $ 3,900,000 | |||||||||
Zero2Ten [Member] | Second Earnout Period [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, contingent earnout considerations accrual | $ 2,600,000 | $ 2,600,000 | ||||||||
Earnout period completed | 12 months |
Business Combinations - Summary
Business Combinations - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 21, 2015 | Aug. 17, 2015 | Mar. 13, 2015 |
Branchbird [Member] | |||
Business Acquisition [Line Items] | |||
Customer relationships | 5 years | ||
Accounts receivable | $ 540 | ||
Other assets | 16 | ||
Accounts payable and accrued expenses | (86) | ||
Customer relationships | 2,100 | ||
Goodwill (deductible for tax purposes) | 1,613 | ||
Total purchase price | $ 4,183 | ||
Zero2Ten [Member] | |||
Business Acquisition [Line Items] | |||
Customer relationships | 5 years | ||
Accounts receivable | $ 1,596 | ||
Other assets | 142 | ||
Deferred revenue | (1,158) | ||
Accounts payable and accrued expenses | (580) | ||
Customer relationships | 2,800 | ||
Goodwill (deductible for tax purposes) | 6,210 | ||
Total purchase price | $ 9,010 | ||
M2 Dynamics [Member] | |||
Business Acquisition [Line Items] | |||
Customer relationships | 6 years | ||
Accounts receivable | $ 2,785 | ||
Other assets | 21 | ||
Accounts payable and accrued expenses | (753) | ||
Customer relationships | 7,700 | ||
Goodwill (deductible for tax purposes) | 10,115 | ||
Total purchase price | $ 19,868 |
Business Combinations - Summa27
Business Combinations - Summary of Supplemental Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma total revenue | $ 33,337 | $ 62,405 |
Pro forma net income (loss) | $ 604 | $ (291) |
Pro forma basic net income (loss) per share | $ 0.05 | $ (0.03) |
Pro forma diluted net income (loss) per share | $ 0.05 | $ (0.03) |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Standard payment terms to customers | 30 days | |||
Losses recognized on fixed-price contracts | $ 0 | $ 0 | $ 0 | $ 0 |
Maintenance fee revenue recognition period | 1 year | |||
Minimum [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Warranty period on fixed-price contracts | 30 days | |||
Maximum [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Warranty period on fixed-price contracts | 60 days |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation [Abstract] | ||||
Stock-based compensation expense under share based plans | $ 302 | $ 387 | $ 779 | $ 850 |
Proceeds from employee stock purchase plans and stock option exercises | 708 | $ 518 | 2,022 | $ 774 |
Unrecognized compensation expense | $ 962 | $ 962 | ||
Expected weighted-average recognition period for unrecognized compensation expense | 1 year 2 months 12 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ 1,074,000 | $ 379,000 | $ 584,000 | $ (256,000) | |
Effective tax rate | 45.00% | 51.50% | |||
Deferred tax asset valuation allowance | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | ||
Pre-tax income or losses period | 3 years | ||||
Interest and penalties related to unrecognized tax benefits | 0 | $ 0 | |||
Uncertain tax portions | $ 0 | $ 0 |
Fair Value Measurement - Compan
Fair Value Measurement - Company's Fair Value Hierarchy for its Financial Assets and Liabilities (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Financial liabilities: | ||
Total financial liabilities | $ 6,952 | $ 10,540 |
Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 6,952 | 10,540 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Financial liabilities: | ||
Total financial liabilities | 6,952 | 10,540 |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | ||
Financial liabilities: | ||
Total financial liabilities | $ 6,952 | $ 10,540 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | ||
Financial instruments transferred into or out of Level 3 classification | $ 0 | $ 0 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of the Beginning and Ending Level 3 Net Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Payment of contingent earnout consideration | $ (3,226) | ||
Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) | $ 928 | 928 | |
Accretion of contingent earnout consideration (included within other expense, net) | (1,246) | $ (579) | |
Significant Unobservable Inputs (Level 3) [Member] | Zero2Ten and Branchbird Contingent Earnout Consideration [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 10,540 | ||
Payment of contingent earnout consideration | (3,906) | ||
Adjustment to estimated fair value of contingent earnout consideration (included within Selling, general and administrative expense) | (928) | ||
Accretion of contingent earnout consideration (included within other expense, net) | 1,246 | ||
Ending balance | $ 6,952 | $ 6,952 |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 29,983 | $ 29,983 | $ 29,910 | ||
Amortization expense of intangible assets | 858 | $ 165 | $ 1,700 | $ 239 | |
Expiration of amortization | Various times through 2021 | ||||
Amortization from capitalized internally developed software | $ 49 | $ 47 | $ 94 | $ 101 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Estimated Annual Amortization Expense of our Intangible Assets (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | $ 3,612 |
2,017 | 2,804 |
2,018 | 2,240 |
2,019 | 1,712 |
2,020 | 1,057 |
2,021 | $ 565 |
Accrued Expenses and Other Li36
Accrued Expenses and Other Liabilities - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Components of accrued liabilities | ||
Accrued bonuses | $ 2,585 | $ 2,939 |
Accrued commissions | 1,601 | 1,496 |
Accrued vacation | 3,057 | 2,272 |
Accrued payroll related liabilities | 2,487 | 2,423 |
Accrued software expense | 1,563 | 1,284 |
Accrued contractor fees | 778 | 1,132 |
Accrued professional service fees | 339 | 1,016 |
Short-term portion of lease abandonment accrual | 146 | 437 |
Deferred rent | 129 | 220 |
Income tax related accruals | 507 | 318 |
Other accrued expenses | 1,450 | 1,949 |
Total | $ 14,642 | $ 15,486 |
Net Income (Loss) Per Share - R
Net Income (Loss) Per Share - Reconciliation of Net Income and Weighted Average Shares used in Computing Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic net income (loss) per share: | ||||
Net income (loss) applicable to common shares | $ 1,313 | $ 494 | $ 550 | $ (446) |
Weighted average common shares outstanding | 12,126 | 11,473 | 11,959 | 11,410 |
Basic net income (loss) per share of common stock | $ 0.11 | $ 0.04 | $ 0.05 | $ (0.04) |
Diluted net income (loss) per share: | ||||
Net income (loss) applicable to common shares | $ 1,313 | $ 494 | $ 550 | $ (446) |
Weighted average common shares outstanding | 12,126 | 11,473 | 11,959 | 11,410 |
Dilutive effects of stock options | 1,906 | 1,757 | 1,917 | |
Weighted average common shares, assuming dilutive effect of stock options | 14,032 | 13,230 | 13,876 | 11,410 |
Diluted net income (loss) per share of common stock | $ 0.09 | $ 0.04 | $ 0.04 | $ (0.04) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Diluted computation increased | 0 | 77,000 | 0 | 71,000 |
Share-based awards outstanding under equity plans | 3,500,000 | 4,100,000 | 3,500,000 | 4,100,000 |
Option Plans [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Diluted computation increased | 1,800,000 |
Stock Repurchase Program - Addi
Stock Repurchase Program - Additional Information (Detail) - USD ($) | Sep. 17, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2008 | Dec. 31, 2007 |
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program | $ 23,100,000 | $ 5,000,000 | |||||
Stock repurchase program expiration date | Sep. 19, 2015 | ||||||
Repurchase of common stock | 0 | 16,000 | 0 | 16,000 | |||
Aggregate purchase price common stock | $ 114,000 | $ 114,000 | |||||
Prior Stock Repurchase Program [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program expiration date | Sep. 23, 2016 |
Revolving Line of Credit - Addi
Revolving Line of Credit - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2013 | |
Line of Credit Facility [Line Items] | |||
Amount drawn under credit facility | $ 5,000,000 | $ 5,000,000 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Additional borrowing credit facility | 5,000,000 | ||
Total credit facility borrowing capacity | 20,000,000 | ||
Revolving credit facility period | 3 years | ||
Variable interest rate | The LIBOR Rate plus 1.5% | ||
LIBOR Rate plus | 1.50% | ||
Annual commitment fee | 0.15% | ||
Due date of amounts outstanding under credit facility | Dec. 21, 2018 | ||
Amount drawn under credit facility | $ 5,000,000 | ||
Borrowing credit facility | $ 15,000,000 | $ 10,000,000 |
Geographic Information - Schedu
Geographic Information - Schedule of Geographic Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 34,024 | $ 30,527 | $ 65,922 | $ 57,105 |
UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 29,227 | 26,115 | 55,686 | 48,611 |
CANADA | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,989 | 2,603 | 6,740 | 5,592 |
Non-US [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 1,808 | $ 1,809 | $ 3,496 | $ 2,902 |