Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Registrant Name | 'TECHTARGET INC | ' |
Entity Central Index Key | '0001293282 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 33,047,284 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $23,610 | $15,412 |
Short-term investments | 14,095 | 14,401 |
Accounts receivable, net of allowance for doubtful accounts of $1,019 and $913 as of June 30, 2014 and December 31, 2013, respectively | 23,661 | 22,116 |
Prepaid expenses and other current assets | 5,655 | 5,516 |
Deferred tax assets | 557 | 555 |
Total current assets | 67,578 | 58,000 |
Property and equipment, net | 9,515 | 9,457 |
Long-term investments | 4,220 | 3,959 |
Goodwill | 94,143 | 94,171 |
Intangible assets, net of accumulated amortization | 4,060 | 4,958 |
Deferred tax assets | 5,696 | 5,873 |
Other assets | 600 | 564 |
Total assets | 185,812 | 176,982 |
Current liabilities: | ' | ' |
Accounts payable | 2,664 | 2,686 |
Accrued expenses and other current liabilities | 3,378 | 3,300 |
Accrued compensation expenses | 982 | 1,175 |
Deferred revenue | 9,904 | 7,097 |
Total current liabilities | 16,928 | 14,258 |
Long-term liabilities: | ' | ' |
Deferred rent | 2,799 | 2,980 |
Deferred tax liabilities | 739 | 745 |
Contingent consideration | 1,094 | 928 |
Other liabilities | 935 | 1,009 |
Total liabilities | 22,495 | 19,920 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 48,582,946 shares issued and 32,918,284 shares outstanding at June 30, 2014 and 47,648,102 shares issued and 31,983,440 shares outstanding at December 31, 2013 | 49 | 48 |
Treasury stock, 15,664,662 shares at June 30, 2014 and December 31, 2013 | -83,878 | -83,862 |
Additional paid-in capital | 275,536 | 270,726 |
Accumulated other comprehensive income | 221 | 199 |
Accumulated deficit | -28,611 | -30,049 |
Total stockholders' equity | 163,317 | 157,062 |
Total liabilities and stockholders' equity | $185,812 | $176,982 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts, accounts receivable | $1,019 | $913 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,582,946 | 47,648,102 |
Common stock, shares outstanding | 32,918,284 | 31,983,440 |
Treasury stock, shares | 15,664,662 | 15,664,662 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Online | $23,652 | $20,371 | $45,732 | $38,846 | ||||
Events | 2,496 | 2,727 | 3,393 | 3,800 | ||||
Total revenues | 26,148 | 23,098 | 49,125 | 42,646 | ||||
Cost of revenues: | ' | ' | ' | ' | ||||
Online | 6,149 | [1] | 6,138 | [1] | 12,239 | [1] | 12,066 | [1] |
Events | 979 | [1] | 1,087 | [1] | 1,526 | [1] | 1,763 | [1] |
Total cost of revenues | 7,128 | 7,225 | 13,765 | 13,829 | ||||
Gross profit | 19,020 | 15,873 | 35,360 | 28,817 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Selling and marketing | 10,007 | [1] | 9,093 | [1] | 19,753 | [1] | 18,213 | [1] |
Product development | 1,742 | [1] | 1,676 | [1] | 3,347 | [1] | 3,417 | [1] |
General and administrative | 3,774 | [1] | 3,645 | [1] | 7,106 | [1] | 6,952 | [1] |
Depreciation | 1,012 | 985 | 2,001 | 1,857 | ||||
Amortization of intangible assets | 454 | 548 | 905 | 1,282 | ||||
Total operating expenses | 16,989 | 15,947 | 33,112 | 31,721 | ||||
Operating income (loss) | 2,031 | -74 | 2,248 | -2,904 | ||||
Interest expense, net | -11 | -9 | -21 | -6 | ||||
Income (loss) before provision for (benefit from) income taxes | 2,020 | -83 | 2,227 | -2,910 | ||||
Provision for (benefit from) income taxes | 717 | 788 | 789 | -497 | ||||
Net income (loss) | 1,303 | -871 | 1,438 | -2,413 | ||||
Net income (loss) per common share: | ' | ' | ' | ' | ||||
Basic | $0.04 | ($0.02) | $0.04 | ($0.06) | ||||
Diluted | $0.04 | ($0.02) | $0.04 | ($0.06) | ||||
Weighted average common shares outstanding: | ' | ' | ' | ' | ||||
Basic | 32,891 | 39,110 | 32,788 | 39,567 | ||||
Diluted | 34,022 | 39,110 | 33,827 | 39,567 | ||||
Comprehensive income (loss) | $1,296 | ($786) | $1,460 | ($2,137) | ||||
[1] | Amounts include stock-based compensation expense as follows: Cost of online revenues $ 21 $ 38 $ 51 $ 85 Cost of events revenues 4 4 8 8 Selling and marketing 552 588 1,240 1,291 Product development 27 48 58 101 General and administrative 585 536 1,239 1,160 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Cost of Online Revenues [Member] | ' | ' | ' | ' |
Allocated stock-based compensation expense | $21 | $38 | $51 | $85 |
Cost of Events Revenues [Member] | ' | ' | ' | ' |
Allocated stock-based compensation expense | 4 | 4 | 8 | 8 |
Selling and Marketing [Member] | ' | ' | ' | ' |
Allocated stock-based compensation expense | 552 | 588 | 1,240 | 1,291 |
Product Development [Member] | ' | ' | ' | ' |
Allocated stock-based compensation expense | 27 | 48 | 58 | 101 |
General and Administrative [Member] | ' | ' | ' | ' |
Allocated stock-based compensation expense | $585 | $536 | $1,239 | $1,160 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Operating Activities: | ' | ' |
Net income (loss) | $1,438 | ($2,413) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 2,906 | 3,139 |
Provision for bad debt | 293 | 292 |
Amortization of investment premiums | 184 | 255 |
Stock-based compensation expense | 2,596 | 2,643 |
Deferred tax benefit | ' | 21 |
Excess tax benefit - stock options | -464 | -512 |
Other non-cash | 32 | 19 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,843 | -3,921 |
Prepaid expenses and other current assets | 503 | -3,251 |
Other assets | -6 | -58 |
Accounts payable | -22 | 726 |
Income taxes payable | -164 | -792 |
Accrued expenses and other current liabilities | 257 | 229 |
Accrued compensation expenses | -231 | -639 |
Deferred revenue | 2,808 | 3,629 |
Other liabilities | -49 | 35 |
Net cash provided by (used in) operating activities | 8,238 | -598 |
Investing activities: | ' | ' |
Purchases of property and equipment, and other assets | -2,078 | -2,608 |
Purchases of investments | -3,642 | -13,831 |
Proceeds from sales and maturities of investments | 3,500 | 2,500 |
Net cash used in investing activities | -2,220 | -13,939 |
Financing activities: | ' | ' |
Excess tax benefit-stock options | 464 | 512 |
Purchase of treasury shares and related costs | -16 | -11,730 |
Proceeds from exercise of stock options | 1,768 | 938 |
Net cash provided by (used in) financing activities | 2,216 | -10,280 |
Effect of exchange rate changes on cash and cash equivalents | -36 | -39 |
Net increase (decrease) in cash and cash equivalents | 8,198 | -24,856 |
Cash and cash equivalents at beginning of period | 15,412 | 48,409 |
Cash and cash equivalents at end of period | 23,610 | 23,553 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $187 | $2,835 |
Organization_and_Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Organization and Operations | ' |
1. Organization and Operations | |
TechTarget, Inc. (the “Company”) is a leading provider of specialized online content and brand advertising that brings together buyers and sellers of corporate information technology (“IT”) products. The Company sells customized marketing programs that enable IT vendors to reach corporate IT decision makers who are actively researching specific IT purchases. The Company operates a network of over 150 websites, each of which focuses on a specific IT sector, such as storage, security or networking. During the critical stages of the purchase decision process, these content offerings meet IT professionals’ needs for expert, peer and IT vendor information, and provide a platform on which IT vendors can launch targeted marketing campaigns which generate measurable, high return on investment (“ROI”). As IT professionals have become increasingly specialized, they have come to rely on the Company’s sector-specific websites for purchasing decision support. The Company’s content enables IT professionals to navigate the complex and rapidly changing IT landscape where purchasing decisions can have significant financial and operational consequences. Based upon the logical clustering of users’ respective job responsibilities and the marketing focus of the products that the Company’s customers are advertising, content offerings are currently categorized across nine distinct media groups: Application Architecture and Development; Channel; CIO/IT Strategy; Data Center and Virtualization Technologies; Business Applications and Analytics; Networking; Security; Storage; and TechnologyGuide. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Summary of Significant Accounting Policies | ' | |||
2. Summary of Significant Accounting Policies | ||||
The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these Notes to Consolidated Financial Statements. | ||||
Principles of Consolidation | ||||
The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, which are comprised of KnowledgeStorm, Inc., Bitpipe, Inc., TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited, TechTarget (Beijing) Information Technology Consulting Co., Ltd., TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS and TechTarget Germany GmbH. KnowledgeStorm, Inc. and Bitpipe, Inc. feature websites that provide in-depth vendor generated content targeted to corporate IT professionals. TechTarget Securities Corporation is a Massachusetts security corporation incorporated in 2004. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TechTarget (HK) Limited (“TTGT HK”) is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. Additionally, through its wholly-owned subsidiaries, TTGT HK and TechTarget (Beijing) Information Technology Consulting Co., Ltd. (“TTGT Consulting”, incorporated on December 16, 2011), the Company effectively controls a variable interest entity (“VIE”), Keji Wangtuo Information Technology Co., Ltd., (“KWIT”), which was incorporated under the laws of the People’s Republic of China (“PRC”) on November 27, 2007. TechTarget (Australia) Pty Ltd. (incorporated on December 15, 2011) and TechTarget (Singapore) Pte Ltd. (incorporated on February 12, 2012) are the entities through which the Company does business in Australia and Singapore, respectively; E-Magine Médias SAS (“LeMagIT”) and TechTarget Germany GmbH (incorporated on June 6, 2014), both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. | ||||
PRC laws and regulations prohibit or restrict foreign ownership of Internet-related services and advertising businesses. To comply with these foreign ownership restrictions, the Company operates its websites and provides online advertising services in the PRC through KWIT. The Company entered into certain exclusive agreements with KWIT and its shareholders through TTGT HK, which obligated TTGT HK to absorb all of the risk of loss from KWIT’s activities and entitled TTGT HK to receive all of their residual returns. In addition, the Company entered into certain agreements with the authorized parties through TTGT HK, including Management and Consulting Services, Voting Proxy, Equity Pledge and Option Agreements. On December 31, 2011, TTGT HK assigned all of its rights and obligations to the newly formed wholly foreign-owned enterprise (“WFOE”), TTGT Consulting. The WFOE is established and existing under the laws of the PRC, and is wholly owned by TTGT HK. | ||||
Based on these contractual arrangements, the Company consolidates the financial results of KWIT as required by Accounting Standards Codification (“ASC”) subtopic 810-10, Consolidation: Overall, because the Company holds all the variable interests of KWIT through the WFOE, which is the primary beneficiary of KWIT. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and the VIE through the aforementioned agreements, whereby the equity holders of KWIT assigned all of their voting rights underlying their equity interest in KWIT to the WFOE. In addition, through the other aforementioned agreements, the Company demonstrates its ability and intention to continue to exercise the ability to obtain substantially all of the profits and absorb all of the expected losses of KWIT. All significant intercompany accounts and transactions between the Company, its subsidiaries, and KWIT have been eliminated in consolidation. | ||||
Basis of Presentation | ||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (generally accepted accounting principles, or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals and income taxes. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. | ||||
Revenue Recognition | ||||
The Company generates substantially all of its revenue from the sale of targeted advertising campaigns, which are delivered via its network of websites, and events. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. | ||||
The majority of the Company’s online media sales involve multiple product offerings, which are described in more detail below. Because neither vendor-specific objective evidence of fair value nor third party evidence of fair value exists for all elements in the Company’s bundled product offerings, the Company uses an estimated selling price which represents management’s best estimate of the stand-alone selling price for each deliverable in an arrangement. The Company establishes best estimates considering multiple factors including, but not limited to, class of client, size of transaction, available media inventory, pricing strategies and market conditions. The Company believes the use of the best estimate of selling price allows revenue recognition in a manner consistent with the underlying economics of the transaction. The Company uses the relative selling price method to allocate consideration at the inception of the arrangement to each deliverable in a multiple element arrangement. The relative selling price method allocates any discount in the arrangement proportionately to each deliverable on the basis of the deliverable’s best estimated selling price. Revenue is then recognized as delivery occurs. | ||||
The Company evaluates all deliverables of an arrangement at inception and each time an item is delivered, to determine whether they represent separate units of accounting. Based on this evaluation, the arrangement consideration is measured and allocated to each of these elements. | ||||
Online Media. Revenue for lead generation campaigns is recognized as follows: | ||||
Lead generation campaigns all offer the Activity Intelligence™ Dashboard (the “Dashboard”). For duration-based campaigns, revenue is recognized ratably over the duration of the campaigns, which is usually less than six months. Lead generation offerings may also include an additional service, TechTarget Re-Engage (formerly called Nurture & Qualify), in which case revenue is recognized ratably over the period of the campaign as a combined unit of accounting. As part of these lead generation campaign offerings, the Company will guarantee a minimum number of qualified leads to be delivered over the course of the advertising campaign. The Company determines the content necessary to achieve performance guarantees. Scheduled end dates of advertising campaigns sometimes need to be extended, pursuant to the terms of the arrangement, to satisfy lead guarantees. The Company estimates a revenue reserve necessary to adjust revenue recognition for extended advertising campaigns. These estimates are based on the Company’s experience in managing and fulfilling these offerings. The customer has cancellation privileges which generally require advance notice by the customer and require proportional payment by the customer for the portion of the campaign period provided by the Company. Additionally, the Company offers sales incentives to certain customers, primarily in the form of volume rebates, which are classified as a reduction of revenues and are calculated based on the terms of the specific customer’s contract. The Company accrues for these sales incentives based on contractual terms and historical experience. | ||||
The Company recognizes revenue on contracts where pricing is based on cost per lead in the period during which the leads are delivered to its customers. | ||||
Revenue for other significant online media offerings is recognized as follows: | ||||
• | IT Deal Alert™. This suite of products includes Qualified Sales Opportunities and Account Watch. Qualified Sales Opportunities revenue is recognized when the opportunity is delivered to the Company’s customer, and Account Watch revenue is recognized ratably over the duration of the service. | |||
• | Custom Content Creation. Custom content revenue is recognized when the creation is completed and delivered to the customer, with the exception of microsites which are recognized over the period during which they are live. | |||
• | Content Sponsorships. Content sponsorship revenue is recognized ratably over the period in which the related content asset is available on the Company’s websites. | |||
• | List Rentals. List rental revenue is recognized in the period in which the delivery of the list is made to the Company’s customer. | |||
• | Banners. Banner revenue is recognized in the period in which the banner impressions or clicks occur. | |||
• | Third Party Revenue Sharing Arrangements. Revenue from third party revenue sharing arrangements is recognized on a net basis in the period in which the services are performed. For certain third party agreements where the Company is the primary obligor, revenue is recognized on a gross basis in the period in which the services are performed. | |||
Event Sponsorships. Revenue from vendor-sponsored events, whether sponsored exclusively by a single vendor or in a multi-vendor sponsored event, is recognized upon completion of the event in the period the event occurs. The majority of the Company’s events are free to qualified attendees; however, certain events are based on a paid attendee model. The Company recognizes revenue for paid attendee events upon completion of the event. | ||||
Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. The Company excludes from its deferred revenue and accounts receivable balances amounts for which it has billed in advance prior to the start of a campaign or the delivery of services. | ||||
Fair Value of Financial Instruments | ||||
Financial instruments consist of cash and cash equivalents, short and long-term investments, accounts receivable, accounts payable and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments with the exception of contingent consideration approximates their estimated fair values. The fair value of contingent consideration was estimated using a discounted cash flow method described in Note 5. | ||||
Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets | ||||
Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. | ||||
Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has only one reporting segment, it has been determined that there is only one reporting unit and goodwill is tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two step process required by ASC 350, Intangibles – Goodwill and Other. The first step of the impairment test is to identify potential impairment by comparing the reporting unit’s fair value with its net book value (or carrying amount), including goodwill. The fair value is estimated based on a market value approach. If the fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is not performed. Whenever indicators of impairment are present, the Company would perform the second step and compare the implied fair value of the reporting unit’s goodwill, as defined by ASC 350, to its carrying value to determine the amount of the impairment loss, if any. As of December 31, 2013, there were no indications of impairment based on the step one analysis, and the Company’s estimated fair value exceeded its goodwill carrying value by a significant margin. | ||||
Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets was impaired. The Company did not have any intangible assets with indefinite lives as of June 30, 2014 or December 31, 2013. | ||||
Allowance for Doubtful Accounts | ||||
The Company offsets gross trade accounts receivable with an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in their existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. | ||||
Property and Equipment | ||||
Property and equipment is stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over their estimated useful lives. | ||||
Internal-Use Software and Website Development Costs | ||||
The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $0.7 million and $1.0 million for the three months ended June 30, 2014 and 2013, respectively, and $1.7 million and $2.0 million for the six months ended June 30, 2014 and 2013, respectively. | ||||
Income Taxes | ||||
The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes. | ||||
The Company recognizes any interest and penalties related to unrecognized tax benefits in income tax expense. | ||||
Stock-Based Compensation | ||||
The Company has two stock-based compensation plans which are more fully described in Note 11. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Statement of Operations and Comprehensive Income (Loss) predominantly using the straight-line method over the vesting period of the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock option awards. | ||||
Comprehensive Income (Loss) | ||||
Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company’s comprehensive income (loss) includes changes in the fair value of the Company’s unrealized gains (losses) on available for sale securities and foreign currency translation. | ||||
Foreign Currency | ||||
The functional currency for each of the Company’s subsidiaries is each country’s local currency. All assets and liabilities are translated into U.S. dollar equivalents at the exchange rate in effect on the balance sheet date or at a historical rate. Revenues and expenses are translated at average exchange rates. Translation gains or losses are recorded in stockholders’ equity as an element of accumulated other comprehensive income (loss). | ||||
Net Income (Loss) Per Share | ||||
Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock awards outstanding during the period. Because the holders of unvested restricted stock awards do not have nonforfeitable rights to dividends or dividend equivalents, the Company does not consider these awards to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested restricted stock awards outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option programs and other potentially dilutive securities using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock awards is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense and assumed tax benefit of stock options and restricted stock awards that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock awards. | ||||
Recent Accounting Pronouncements | ||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 (January 1, 2017 for the Company); early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company has not determined the potential effects on the consolidated financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
3. Fair Value Measurements | |||||||||||||||||
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents, short- and long-term investments and contingent consideration. The fair value of these financial assets and liabilities was determined based on three levels of input as follows: | |||||||||||||||||
• | Level 1. Quoted prices in active markets for identical assets and liabilities; | ||||||||||||||||
• | Level 2. Observable inputs other than quoted prices in active markets; and | ||||||||||||||||
• | Level 3. Unobservable inputs. | ||||||||||||||||
The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
June 30, | Quoted Prices | Significant | Significant | ||||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Money market funds(1) | $ | 1,674 | $ | 1,674 | $ | — | $ | — | |||||||||
Short-term investments(2) | 14,095 | — | 14,095 | — | |||||||||||||
Long-term investments(2) | 4,220 | — | 4,220 | — | |||||||||||||
Total | $ | 19,989 | $ | 1,674 | $ | 18,315 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration – current(3) | $ | 620 | $ | — | $ | — | $ | 620 | |||||||||
Contingent consideration – non-current(3) | 1,094 | — | — | 1,094 | |||||||||||||
Total liabilities | $ | 1,714 | $ | — | $ | — | $ | 1,714 | |||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds(1) | $ | 1,607 | $ | 1,607 | $ | — | $ | — | |||||||||
Short-term investments(2) | 14,401 | — | 14,401 | — | |||||||||||||
Long-term investments(2) | 3,959 | — | 3,959 | — | |||||||||||||
Total | $ | 19,967 | $ | 1,607 | $ | 18,360 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration – current(3) | $ | 568 | $ | — | $ | — | $ | 568 | |||||||||
Contingent consideration – non-current(3) | 928 | — | — | 928 | |||||||||||||
Total liabilities | $ | 1,496 | $ | — | $ | — | $ | 1,496 | |||||||||
-1 | Included in cash and cash equivalents on the accompanying consolidated balance sheets; valued at quoted market prices in active markets. | ||||||||||||||||
-2 | Short- and long-term investments consist of municipal bonds and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. | ||||||||||||||||
-3 | Valuation techniques and Level 3 inputs used to estimate the fair value of contingent consideration payable in connection with the LeMag acquisition are described in Note 5. During the six months ended June 30, 2014 and 2013 the contingent consideration increased by approximately $188 and $141, respectively, when it was remeasured to fair value. The remainder of the change in this balance was caused by amortization of a discount on the installment payments and foreign currency fluctuations. |
Cash_Cash_Equivalents_and_Inve
Cash, Cash Equivalents and Investments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Cash And Cash Equivalents [Abstract] | ' | ||||||||||||||||
Cash, Cash Equivalents and Investments | ' | ||||||||||||||||
4. Cash, Cash Equivalents and Investments | |||||||||||||||||
Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at date of purchase. Cash equivalents are carried at cost, which approximates their fair market value. Cash and cash equivalents consisted of the following: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(Unaudited) | |||||||||||||||||
Cash | $ | 21,936 | $ | 13,805 | |||||||||||||
Money market funds | 1,674 | 1,607 | |||||||||||||||
Total cash and cash equivalents | $ | 23,610 | $ | 15,412 | |||||||||||||
The Company’s short- and long-term investments are accounted for as available for sale securities. These investments are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. The unrealized gain, net of taxes, was $7 and $10 as of June 30, 2014 and December 31, 2013, respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. There were no realized gains or losses during the three or six months ended June 30, 2014 or 2013. | |||||||||||||||||
Short- and long-term investments consisted of the following: | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
(Unaudited) | |||||||||||||||||
Short- and long-term investments: | |||||||||||||||||
Government agency bonds | $ | 4,106 | $ | 3 | $ | — | $ | 4,109 | |||||||||
Municipal bonds | 14,196 | 12 | (2 | ) | 14,206 | ||||||||||||
Total short- and long-term investments | $ | 18,302 | $ | 15 | $ | (2 | ) | $ | 18,315 | ||||||||
December 31, 2013 | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
Short- and long-term investments: | |||||||||||||||||
Government agency bonds | $ | 2,511 | $ | 4 | $ | — | $ | 2,515 | |||||||||
Municipal bonds | 15,833 | 13 | (1 | ) | 15,845 | ||||||||||||
Total short- and long-term investments | $ | 18,344 | $ | 17 | $ | (1 | ) | $ | 18,360 | ||||||||
The Company had three debt securities in an unrealized loss position at June 30, 2014. All of these securities have been in such a position for less than 18 months. The unrealized loss on those securities was approximately $3 and the fair value was $2.8 million. As of June 30, 2014, the Company does not consider these investments to be other-than-temporarily impaired. | |||||||||||||||||
Municipal and government-agency bonds have contractual maturity dates that range from July 2014 to July 2017. All income generated from these investments is recorded as interest income. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2014 | |
Business Combinations [Abstract] | ' |
Acquisition | ' |
5. Acquisition | |
LeMagIT | |
On December 17, 2012 the Company purchased all of the outstanding shares of its French partner, E-Magine Médias SAS, for approximately $2.2 million in cash plus a potential future earnout valued at $0.7 million at the time of the acquisition. Approximately $1.2 million of the cash payment was made at closing, with the remainder due in two equal installments in fiscal years 2013 and 2014. The third installment is subject to certain revenue growth targets and may be reduced based on actual results. If all targets are met, the total purchase price, including the earnout, shall not exceed $5.2 million, depending on exchange rates at the time of calculation. The installment payments have been recorded at present value using a discount rate of 10%; the discount will be amortized to interest through the payment dates. The second installment was paid in 2013. The third installment, to be paid in 2014, is included in accrued liabilities in the Company’s consolidated balance sheet; the earnout is included in non-current liabilities. | |
Contingent consideration related to this acquisition consists of a potential earnout as well as the final payment, both of which are subject to future revenue targets and may differ from the amounts that are ultimately payable based on the final calculations. In valuing the contingent consideration it was determined that fair value adjustments were necessary to appropriately reflect the inherent risk and related time value of money associated with these potential payments. Accordingly, discount rates of 28% and 10% were used for the earnout and the final payment, respectively. The calculation of these fair values required the use of significant inputs that are not observable in the market and thus represent a Level 3 fair value measurement as defined in ASC 820, Fair Value Measurements and Disclosures. The significant inputs in the Level 3 measurements not supported by market activity include estimated future revenues as well as the rates used to discount them. |
Intangible_Assets
Intangible Assets | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
6. Intangible Assets | |||||||||||||||||
Intangible assets subject to amortization as of June 30, 2014 and December 31, 2013 consist of the following: | |||||||||||||||||
As of June 30, 2014 | |||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||
Useful Lives | Carrying | Amortization | |||||||||||||||
(Years) | Amount | ||||||||||||||||
(Unaudited) | |||||||||||||||||
Customer, affiliate and advertiser relationships | 5 – 9 | $ | 7,167 | $ | (5,059 | ) | $ | 2,108 | |||||||||
Developed websites, technology and patents | 10 | 1,528 | (439 | ) | 1,089 | ||||||||||||
Trademark, trade name and domain name | 5 – 8 | 1,921 | (1,506 | ) | 415 | ||||||||||||
Proprietary user information database and internet traffic | 3 – 5 | 1,333 | (931 | ) | 402 | ||||||||||||
Non-compete agreements | 3 | 95 | (49 | ) | 46 | ||||||||||||
Total intangible assets | $ | 12,044 | $ | (7,984 | ) | $ | 4,060 | ||||||||||
As of December 31, 2013 | |||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||
Useful Lives | Carrying | Amortization | |||||||||||||||
(Years) | Amount | ||||||||||||||||
Customer, affiliate and advertiser relationships | 5 – 9 | $ | 7,146 | $ | (4,563 | ) | $ | 2,583 | |||||||||
Developed websites, technology and patents | 6 – 10 | 6,942 | (5,721 | ) | 1,221 | ||||||||||||
Trademark, trade name and domain name | 5 – 8 | 2,044 | (1,482 | ) | 562 | ||||||||||||
Proprietary user information database and internet traffic | 3 – 5 | 1,318 | (789 | ) | 529 | ||||||||||||
Non-compete agreements | 2 – 3 | 450 | (387 | ) | 63 | ||||||||||||
Total intangible assets | $ | 17,900 | $ | (12,942 | ) | $ | 4,958 | ||||||||||
Intangible assets are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use. The remaining amortization expense will be recognized over a weighted-average period of approximately 2.33 years. Amortization expense was $0.5 million for both the three months ended June 30, 2014 and 2013, and $0.9 million and $1.3 million for the six months ended June 30, 2014 and 2013, respectively. Amortization expense is recorded within operating expenses as the intangible assets consist of customer-related assets and website traffic that the Company considers to be in support of selling and marketing activities. The Company wrote off $5.8 million of fully amortized intangible assets in the first half of 2014; the Company did not write off any amortized intangible assets in the first half of 2013. | |||||||||||||||||
The Company expects amortization expense of intangible assets to be as follows: | |||||||||||||||||
Years Ending December 31: | Amortization | ||||||||||||||||
Expense | |||||||||||||||||
2014 (July 1st – December 31st) | $ | 878 | |||||||||||||||
2015 | 1,485 | ||||||||||||||||
2016 | 916 | ||||||||||||||||
2017 | 204 | ||||||||||||||||
2018 | 126 | ||||||||||||||||
Thereafter | 451 | ||||||||||||||||
$ | 4,060 | ||||||||||||||||
Net_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Income (Loss) Per Common Share | ' | ||||||||||||||||
7. Net Income (Loss) Per Common Share | |||||||||||||||||
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows: | |||||||||||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(Unaudited) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 1,303 | $ | (871 | ) | $ | 1,438 | $ | (2,413 | ) | |||||||
Denominator: | |||||||||||||||||
Basic: | |||||||||||||||||
Weighted average shares of common stock outstanding | 32,890,770 | 39,110,378 | 32,787,509 | 39,566,714 | |||||||||||||
Diluted: | |||||||||||||||||
Weighted average shares of common stock outstanding | 32,890,770 | 39,110,378 | 32,787,509 | 39,566,714 | |||||||||||||
Effect of potentially dilutive shares(1) | 1,130,981 | — | 1,039,020 | — | |||||||||||||
Total weighted average shares of common stock outstanding | 34,021,751 | 39,110,378 | 33,826,529 | 39,566,714 | |||||||||||||
Net Income Per Common Share: | |||||||||||||||||
Basic net income (loss) per common share | $ | 0.04 | $ | (0.02 | ) | $ | 0.04 | $ | (0.06 | ) | |||||||
Net Income Per Common Share: | |||||||||||||||||
Diluted net income (loss) per common share | $ | 0.04 | $ | (0.02 | ) | $ | 0.04 | $ | (0.06 | ) | |||||||
-1 | In calculating diluted earnings per share, 2.9 million and 3.0 million shares related to outstanding stock options and unvested restricted stock awards were excluded for the three and six months ended June 30, 2014, respectively, and 0.4 million and 0.5 million shares related to outstanding stock options and unvested restricted stock awards were excluded for the three and six months ended June 30, 2013, respectively, because they were anti-dilutive. Additionally, shares used to calculate diluted earnings per share exclude 5.9 million and 5.6 million shares related to outstanding stock options and unvested restricted stock awards that would have been dilutive had the Company had net income for the three and six months ended June 30, 2013, respectively. |
Bank_Term_Loan_Payable
Bank Term Loan Payable | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Bank Term Loan Payable | ' |
8. Bank Term Loan Payable | |
The Company’s $5.0 million revolving credit facility was amended in August 2011, extending its term and adjusting certain other financial terms and covenants. Unless earlier payment is required by an event of default, all principal and unpaid interest will be due and payable on August 31, 2016. At the Company’s option, the Revolving Credit Facility (the “Credit Agreement”) bears interest at either the prime rate less 1.00% or the London Interbank Offered Rate (“LIBOR”) plus the applicable LIBOR margin. The applicable LIBOR margin is based on the ratio of total funded debt to earnings before interest, other income and expense, income taxes, depreciation, and amortization (“EBITDA”) for the preceding four fiscal quarters. As of June 30, 2014, the applicable LIBOR margin was 1.25%. | |
The Company is also required to pay an unused line fee on the daily unused amount of the Credit Agreement at a per annum rate based on the ratio of total funded debt to EBITDA for the preceding four fiscal quarters. As of June 30, 2014, the per annum unused line fee rate was 0.20%. | |
At June 30, 2014 and December 31, 2013 there were no amounts outstanding under the Credit Agreement. Pursuant to the Credit Agreement, there was a $1.0 million standby letter of credit related to the Company’s corporate headquarters lease outstanding at June 30, 2014, bringing the Company’s available borrowings on the $5.0 million facility to $4.0 million. | |
Borrowings under the Credit Agreement are collateralized by a security interest in substantially all assets of the Company. Covenants governing the Credit Agreement include the maintenance of certain financial ratios. At June 30, 2014, the Company was in compliance with all covenants under the Credit Agreement. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
9. Commitments and Contingencies | |||||
Operating Leases | |||||
The Company conducts its operations in leased office facilities under various noncancelable operating lease agreements that expire through January 2023. In August 2009, the Company entered into an agreement to lease approximately 87,875 square feet of office space in Newton, Massachusetts. The lease commenced in February 2010 and has a term of ten years. The Company is receiving certain rent concessions over the life of the lease. In November 2010, the Newton lease was amended to include an additional 8,400 square feet of office space. The amended lease commenced in March 2011 and runs concurrently with the term of the original lease. The Company is receiving certain rent concessions over the life of the amended lease. | |||||
Certain of the Company’s operating leases include lease incentives and escalating payment amounts and are renewable for varying periods. The Company is recognizing the related rent expense on a straight-line basis over the term of the lease taking into account the lease incentives and escalating lease payments. | |||||
Future minimum lease payments under the Company’s noncancelable operating leases at June 30, 2014 are as follows: | |||||
Years Ending December 31: | Minimum Lease | ||||
Payments | |||||
(Unaudited) | |||||
2014 (July 1st – December 31st) | $ | 2,287 | |||
2015 | 4,015 | ||||
2016 | 4,066 | ||||
2017 | 3,705 | ||||
2018 | 3,831 | ||||
Thereafter | 4,405 | ||||
$ | 22,309 | ||||
The Company has an irrevocable standby letter of credit outstanding in the aggregate amount of $1.0 million. This letter of credit supports the lease the Company entered into in 2009 for its corporate headquarters. This letter of credit extends, subject to certain reductions, annually through February 28, 2020 unless notification of termination is received. | |||||
Net Worth Tax Contingency | |||||
In late March 2010, the Company received a letter from the Department of Revenue of the Commonwealth of Massachusetts (the “MA DOR”) requesting documentation demonstrating that TSC has been classified by the MA DOR as a Massachusetts security corporation. Following subsequent correspondence with the MA DOR and a settlement conference on March 22, 2011, the Company received on July 16, 2011 a Notice of Assessment from the MA DOR for 2006 and 2007 in the amount of approximately $198 (which amount included all interest and penalties to date) with respect to additional excise taxes on net worth related to TSC. Based on the Company’s previous assessment that it was probable that the MA DOR would require an adjustment to correct TSC’s tax filings such that it will be treated as a Massachusetts business corporation for the applicable years, for the year ended December 31, 2010, the Company recorded a liability of approximately $200, representing its best estimate at that time of the potential net worth tax exposure. The tax benefits available to a Massachusetts security corporation are comprised of (i) a different rate structure (1.32% on gross investment income vs. 9.5% on net income) and (ii) exemption from the 0.26% excise tax on net worth. On August 17, 2011, the Company filed Applications for Abatement with the MA DOR. On January 6, 2012, the Company filed Petitions for Formal Procedure with the Massachusetts Appellate Tax Board. A trial took place on April 29, 2014; at this time no decision has been rendered. The Company increased the reserve assessment to reflect additional interest accrued through June 30, 2014. | |||||
Litigation | |||||
From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At June 30, 2014 and December 31, 2013, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations, or cash flows. |
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||||||
10. Comprehensive Income (Loss) | |||||||||||||||||
Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. For the three and six months ended June 30, 2014 and 2013 the Company’s comprehensive income (loss) is as follows: | |||||||||||||||||
For the Three Months | For the Six Months | ||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(Unaudited) | |||||||||||||||||
Net income (loss) | $ | 1,303 | $ | (871 | ) | $ | 1,438 | $ | (2,413 | ) | |||||||
Other comprehensive income (loss): | |||||||||||||||||
Unrealized loss on investments (net of tax effect of $(1), $(2), $(2) and $(4), respectively) | (2 | ) | (22 | ) | (3 | ) | (19 | ) | |||||||||
Unrealized (loss) gain on foreign currency exchange | (5 | ) | 107 | 25 | 295 | ||||||||||||
Other comprehensive (loss) income | (7 | ) | 85 | 22 | 276 | ||||||||||||
Total comprehensive income (loss) | $ | 1,296 | $ | (786 | ) | $ | 1,460 | $ | (2,137 | ) | |||||||
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
11. Stock-Based Compensation | |||||||||||||||||
Stock Option Plans | |||||||||||||||||
In September 1999, the Company approved a stock option plan (the “1999 Plan”) that provides for the issuance of up to 12,384,646 shares of common stock incentives. The 1999 Plan provides for the granting of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), and stock grants. These incentives may be offered to the Company’s employees, officers, directors, consultants, and advisors, as defined. ISOs may not be granted at less than fair market value on the date of grant, as determined by the Company’s Board of Directors (the “Board”). Each option shall be exercisable at such times and subject to such terms as determined by the Board; grants generally vest over a four year period, and expire no later than ten years after the grant date. | |||||||||||||||||
In April 2007, the Board approved the 2007 Stock Option and Incentive Plan (the “2007 Plan”), which was approved by the stockholders and became effective upon the consummation of the Company’s IPO in May 2007. Effective upon the consummation of the IPO, no further awards were made pursuant to the 1999 Plan, but any outstanding awards under the 1999 Plan will remain in effect and will continue to be subject to the terms of the 1999 Plan. The 2007 Plan allows the Company to grant ISOs, NSOs, stock appreciation rights, deferred stock awards, restricted stock and other awards. Under the 2007 Plan, stock options may not be granted at less than fair market value on the date of grant, and grants generally vest over a four year period. Stock options granted under the 2007 Plan expire no later than ten years after the grant date. The Company has reserved for issuance an aggregate of 2,911,667 shares of common stock under the 2007 Plan plus an additional annual increase to be added automatically on January 1 of each year, beginning on January 1, 2008, equal to the lesser of (a) 2% of the outstanding number of shares of common stock (on a fully-diluted basis) on the immediately preceding December 31 and (b) such lower number of shares as may be determined by the Company’s compensation committee. The number of shares available for issuance under the 2007 Plan is subject to adjustment in the event of a stock split, stock dividend or other change in capitalization. Generally, shares that are forfeited or canceled from awards under the 2007 Plan also will be available for future awards. To date, approximately 6.7 million shares have been added to the plan in accordance with the automatic annual increase. In addition, shares subject to stock options returned to the 1999 Plan, as a result of their expiration, cancellation or termination, are automatically made available for issuance under the 2007 Plan. As of June 30, 2014 a total of 2,159,509 shares were available for grant under the 2007 Plan. | |||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. | |||||||||||||||||
As there was no public market for the Company’s common stock prior to the Company’s IPO in May 2007 and, until recently, limited historical information on the volatility of its common stock since the date of the Company’s IPO, the Company has historically determined the volatility for options granted based on an analysis of the historical volatility of the Company’s stock and reported data for a peer group of companies that issued options with substantially similar terms. Beginning in 2013, the expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero coupon United States treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. | |||||||||||||||||
A summary of the stock option activity under the Company’s stock option plan for the six months ended June 30, 2014 is presented below: | |||||||||||||||||
Year-to-Date Activity | Options | Weighted- | Weighted- | Aggregate | |||||||||||||
Outstanding | Average | Average | Intrinsic Value | ||||||||||||||
Exercise Price | Remaining | ||||||||||||||||
Per Share | Contractual | ||||||||||||||||
Term in Years | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Options outstanding at December 31, 2013 | 4,467,248 | $ | 7.3 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | (329,534 | ) | 5.37 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Cancelled | (14,689 | ) | 8.22 | ||||||||||||||
Options outstanding at June 30, 2014 | 4,123,025 | $ | 7.45 | 2.9 | $ | 7,905 | |||||||||||
Options exercisable at June 30, 2014 | 4,101,150 | $ | 7.45 | 2.9 | $ | 7,865 | |||||||||||
Options vested or expected to vest at | 4,120,525 | $ | 7.45 | 2.9 | $ | 7,901 | |||||||||||
June 30, 2014 (1) | |||||||||||||||||
-1 | In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. | ||||||||||||||||
During the six months ended June 30, 2014 and 2013, the total intrinsic value of options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to exercise the options) was $0.7 million and $1.2 million, respectively, and the total amount of cash received from exercise of these options was $1.8 million and $0.9 million, respectively. The total grant date fair value of stock options granted after January 1, 2006 that vested during the six months ended June 30, 2014 and 2013 was $0.1 million and $0.4 million, respectively. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of grant. A summary of the restricted stock award activity under the 2007 Plan for the six months ended June 30, 2014 is presented below: | |||||||||||||||||
Year-to-Date Activity | Shares | Weighted- | Aggregate Intrinsic | ||||||||||||||
Average | Value | ||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Per Share | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Nonvested outstanding at December 31, 2013 | 2,777,500 | $ | 5.26 | ||||||||||||||
Granted | 4,477 | 8.82 | |||||||||||||||
Vested | (295,310 | ) | 5.99 | ||||||||||||||
Forfeited | (35,000 | ) | 5.57 | ||||||||||||||
Nonvested outstanding at June 30, 2014 | 2,451,667 | $ | 5.18 | $ | 21,624 | ||||||||||||
The total grant-date fair value of restricted stock awards that vested during the six months ended June 30, 2014 and 2013 was $1.8 million and $2.0 million, respectively. | |||||||||||||||||
As of June 30, 2014, there was $9.8 million of total unrecognized compensation expense related to stock options and restricted stock awards which is expected to be recognized over a weighted average period of 1.8 years. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
12. Stockholders’ Equity | |
Reserved Common Stock | |
As of June 30, 2014, the Company has reserved 8,836,701 shares of common stock for options outstanding and restricted stock awards that have not been issued as well as those available for grant under stock option plans. | |
Secondary Offering | |
In May 2014, the Company completed a secondary public offering of 5,750,000 shares of common stock at a price of $6.25 per share. All of the shares sold in the secondary public offering were sold by selling shareholders and the Company did not receive any proceeds. The Company incurred fees of approximately $0.5 million related to legal, accounting, and other fees in connection with the secondary public offering, which is included in general and administrative expenses in the Statement of Operations and Comprehensive Income (Loss). | |
Tender Offer | |
On September 25, 2013, the Company commenced a tender offer to purchase up to 6.5 million shares of its common stock, representing approximately 16.79% of the shares of TechTarget’s common stock issued and outstanding at that time, at a price of $5.00 per share. On September 23, 2013, the last reported sale price of the Company’s common stock was $4.79 per share. | |
The tender offer expired on October 24, 2013. In accordance with applicable SEC regulations and the terms of the tender offer, the Company exercised the right to purchase additional shares and based on the final tabulation by Computershare Trust Company, N.A., the Depositary for the tender offer, the Company accepted for purchase 7,100,565 shares of its common stock for a total cost of $35.5 million. Repurchased shares were recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. The total cost of the tender offer was $35.6 million, which includes approximately $0.1 million in costs directly attributable to the purchase. | |
Common Stock Repurchase Program | |
On August 3, 2012, the Company’s Board of Directors authorized a $20 million stock repurchase program (the “Program”) authorizing the Company to repurchase its common stock from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased was determined based on an evaluation of market conditions and other factors. The Company elected to implement a Rule 10b5-1 trading plan to make such purchases, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The Program was terminated immediately prior to the commencement of the tender offer on September 25, 2013. | |
During the six months ended June 30, 2013 the Company repurchased 2,456,539 shares of common stock for $11.7 million pursuant to the Program. Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. All repurchased shares were funded with cash on hand. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
13. Income Taxes | |
The Company’s effective income tax rate was 35.4% and 17.1% for the six months ended June 30, 2014 and 2013, respectively. The effective income tax rate is based upon the estimated annual effective tax rate in compliance with ASC 740, Income Taxes, and other related guidance. The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company’s estimate takes into account estimations of annual pre-tax income, the geographic mix of pre-tax income and its interpretations of tax laws. | |
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company recognized interest and penalties totaling $8 in income tax expense in the six months ended June 30, 2014. | |
In March 2010, the Company received a letter from the Department of Revenue of the Commonwealth of Massachusetts (the “MA DOR”) requesting documentation demonstrating that TechTarget Securities Corporation (“TSC”), a wholly-owned subsidiary of the Company, has been classified by the MA DOR as a Massachusetts security corporation. Based on subsequent correspondence with the MA DOR, the Company determined that it was more likely than not that the MA DOR would require an adjustment to correct TSC’s tax filings such that it will be treated as a Massachusetts business corporation for the applicable years. The tax benefit available to a Massachusetts security corporation is a lower income tax rate. For the year ended December 31, 2010, the Company recorded a tax reserve for approximately $0.4 million for the potential state income tax liability arising from the difference between the income tax rates applicable to security corporations and business corporations in Massachusetts. On August 17, 2011, the Company filed Applications for Abatement with the MA DOR. On January 6, 2012, the Company filed Petitions under Formal Procedure with the Massachusetts Appellate Tax Board. A trial took place on April 29, 2014; no decision has been rendered at this time. | |
There are no income tax examinations currently in process with the exception of the matter noted above related to the MA DOR. |
Segment_Information
Segment Information | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
14. Segment Information | |||||||||||||||||
The Company views its operations and manages its business as one operating segment based on factors such as how the Company manages its operations and how its executive management team reviews results and makes decisions on how to allocate resources and assess performance. | |||||||||||||||||
Geographic Data | |||||||||||||||||
Net sales to unaffiliated customers by geographic area* were as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(Unaudited) | |||||||||||||||||
United States | $ | 20,099 | $ | 18,166 | $ | 38,397 | $ | 34,204 | |||||||||
International | 6,049 | 4,932 | 10,728 | 8,442 | |||||||||||||
Total | $ | 26,148 | $ | 23,098 | $ | 49,125 | $ | 42,646 | |||||||||
Long-lived assets by geographic area were as follows: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 100,761 | $ | 101,241 | |||||||||||||
International | 6,957 | 7,344 | |||||||||||||||
Total | $ | 107,718 | $ | 108,585 | |||||||||||||
* | based on current customer billing address; does not consider the geo-targeted, or target audience, location of the campaign |
Subsequent_Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
15. Subsequent Event | |
On August 5, 2014, the Company announced that, on August 4, 2014, its Board of Directors authorized a $20 million stock repurchase program. The Company is authorized to repurchase the Company’s common stock from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased will be determined based on an evaluation of market conditions and other factors. The Company may elect to implement a Rule 10b5-1 trading plan to make such purchases, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be funded with cash on hand. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Principles of Consolidation | ' | |||
Principles of Consolidation | ||||
The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, which are comprised of KnowledgeStorm, Inc., Bitpipe, Inc., TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited, TechTarget (Beijing) Information Technology Consulting Co., Ltd., TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS and TechTarget Germany GmbH. KnowledgeStorm, Inc. and Bitpipe, Inc. feature websites that provide in-depth vendor generated content targeted to corporate IT professionals. TechTarget Securities Corporation is a Massachusetts security corporation incorporated in 2004. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TechTarget (HK) Limited (“TTGT HK”) is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. Additionally, through its wholly-owned subsidiaries, TTGT HK and TechTarget (Beijing) Information Technology Consulting Co., Ltd. (“TTGT Consulting”, incorporated on December 16, 2011), the Company effectively controls a variable interest entity (“VIE”), Keji Wangtuo Information Technology Co., Ltd., (“KWIT”), which was incorporated under the laws of the People’s Republic of China (“PRC”) on November 27, 2007. TechTarget (Australia) Pty Ltd. (incorporated on December 15, 2011) and TechTarget (Singapore) Pte Ltd. (incorporated on February 12, 2012) are the entities through which the Company does business in Australia and Singapore, respectively; E-Magine Médias SAS (“LeMagIT”) and TechTarget Germany GmbH (incorporated on June 6, 2014), both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. | ||||
PRC laws and regulations prohibit or restrict foreign ownership of Internet-related services and advertising businesses. To comply with these foreign ownership restrictions, the Company operates its websites and provides online advertising services in the PRC through KWIT. The Company entered into certain exclusive agreements with KWIT and its shareholders through TTGT HK, which obligated TTGT HK to absorb all of the risk of loss from KWIT’s activities and entitled TTGT HK to receive all of their residual returns. In addition, the Company entered into certain agreements with the authorized parties through TTGT HK, including Management and Consulting Services, Voting Proxy, Equity Pledge and Option Agreements. On December 31, 2011, TTGT HK assigned all of its rights and obligations to the newly formed wholly foreign-owned enterprise (“WFOE”), TTGT Consulting. The WFOE is established and existing under the laws of the PRC, and is wholly owned by TTGT HK. | ||||
Based on these contractual arrangements, the Company consolidates the financial results of KWIT as required by Accounting Standards Codification (“ASC”) subtopic 810-10, Consolidation: Overall, because the Company holds all the variable interests of KWIT through the WFOE, which is the primary beneficiary of KWIT. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and the VIE through the aforementioned agreements, whereby the equity holders of KWIT assigned all of their voting rights underlying their equity interest in KWIT to the WFOE. In addition, through the other aforementioned agreements, the Company demonstrates its ability and intention to continue to exercise the ability to obtain substantially all of the profits and absorb all of the expected losses of KWIT. All significant intercompany accounts and transactions between the Company, its subsidiaries, and KWIT have been eliminated in consolidation. | ||||
Basis of Presentation | ' | |||
Basis of Presentation | ||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (generally accepted accounting principles, or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | ||||
Use of Estimates | ' | |||
Use of Estimates | ||||
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals and income taxes. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. | ||||
Revenue Recognition | ' | |||
Revenue Recognition | ||||
The Company generates substantially all of its revenue from the sale of targeted advertising campaigns, which are delivered via its network of websites, and events. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. | ||||
The majority of the Company’s online media sales involve multiple product offerings, which are described in more detail below. Because neither vendor-specific objective evidence of fair value nor third party evidence of fair value exists for all elements in the Company’s bundled product offerings, the Company uses an estimated selling price which represents management’s best estimate of the stand-alone selling price for each deliverable in an arrangement. The Company establishes best estimates considering multiple factors including, but not limited to, class of client, size of transaction, available media inventory, pricing strategies and market conditions. The Company believes the use of the best estimate of selling price allows revenue recognition in a manner consistent with the underlying economics of the transaction. The Company uses the relative selling price method to allocate consideration at the inception of the arrangement to each deliverable in a multiple element arrangement. The relative selling price method allocates any discount in the arrangement proportionately to each deliverable on the basis of the deliverable’s best estimated selling price. Revenue is then recognized as delivery occurs. | ||||
The Company evaluates all deliverables of an arrangement at inception and each time an item is delivered, to determine whether they represent separate units of accounting. Based on this evaluation, the arrangement consideration is measured and allocated to each of these elements. | ||||
Online Media. Revenue for lead generation campaigns is recognized as follows: | ||||
Lead generation campaigns all offer the Activity Intelligence™ Dashboard (the “Dashboard”). For duration-based campaigns, revenue is recognized ratably over the duration of the campaigns, which is usually less than six months. Lead generation offerings may also include an additional service, TechTarget Re-Engage (formerly called Nurture & Qualify), in which case revenue is recognized ratably over the period of the campaign as a combined unit of accounting. As part of these lead generation campaign offerings, the Company will guarantee a minimum number of qualified leads to be delivered over the course of the advertising campaign. The Company determines the content necessary to achieve performance guarantees. Scheduled end dates of advertising campaigns sometimes need to be extended, pursuant to the terms of the arrangement, to satisfy lead guarantees. The Company estimates a revenue reserve necessary to adjust revenue recognition for extended advertising campaigns. These estimates are based on the Company’s experience in managing and fulfilling these offerings. The customer has cancellation privileges which generally require advance notice by the customer and require proportional payment by the customer for the portion of the campaign period provided by the Company. Additionally, the Company offers sales incentives to certain customers, primarily in the form of volume rebates, which are classified as a reduction of revenues and are calculated based on the terms of the specific customer’s contract. The Company accrues for these sales incentives based on contractual terms and historical experience. | ||||
The Company recognizes revenue on contracts where pricing is based on cost per lead in the period during which the leads are delivered to its customers. | ||||
Revenue for other significant online media offerings is recognized as follows: | ||||
• | IT Deal Alert™. This suite of products includes Qualified Sales Opportunities and Account Watch. Qualified Sales Opportunities revenue is recognized when the opportunity is delivered to the Company’s customer, and Account Watch revenue is recognized ratably over the duration of the service. | |||
• | Custom Content Creation. Custom content revenue is recognized when the creation is completed and delivered to the customer, with the exception of microsites which are recognized over the period during which they are live. | |||
• | Content Sponsorships. Content sponsorship revenue is recognized ratably over the period in which the related content asset is available on the Company’s websites. | |||
• | List Rentals. List rental revenue is recognized in the period in which the delivery of the list is made to the Company’s customer. | |||
• | Banners. Banner revenue is recognized in the period in which the banner impressions or clicks occur. | |||
• | Third Party Revenue Sharing Arrangements. Revenue from third party revenue sharing arrangements is recognized on a net basis in the period in which the services are performed. For certain third party agreements where the Company is the primary obligor, revenue is recognized on a gross basis in the period in which the services are performed. | |||
Event Sponsorships. Revenue from vendor-sponsored events, whether sponsored exclusively by a single vendor or in a multi-vendor sponsored event, is recognized upon completion of the event in the period the event occurs. The majority of the Company’s events are free to qualified attendees; however, certain events are based on a paid attendee model. The Company recognizes revenue for paid attendee events upon completion of the event. | ||||
Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. The Company excludes from its deferred revenue and accounts receivable balances amounts for which it has billed in advance prior to the start of a campaign or the delivery of services. | ||||
Fair Value of Financial Instruments | ' | |||
Fair Value of Financial Instruments | ||||
Financial instruments consist of cash and cash equivalents, short and long-term investments, accounts receivable, accounts payable and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments with the exception of contingent consideration approximates their estimated fair values. The fair value of contingent consideration was estimated using a discounted cash flow method described in Note 5. | ||||
Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets | ' | |||
Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets | ||||
Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. | ||||
Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has only one reporting segment, it has been determined that there is only one reporting unit and goodwill is tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two step process required by ASC 350, Intangibles – Goodwill and Other. The first step of the impairment test is to identify potential impairment by comparing the reporting unit’s fair value with its net book value (or carrying amount), including goodwill. The fair value is estimated based on a market value approach. If the fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is not performed. Whenever indicators of impairment are present, the Company would perform the second step and compare the implied fair value of the reporting unit’s goodwill, as defined by ASC 350, to its carrying value to determine the amount of the impairment loss, if any. As of December 31, 2013, there were no indications of impairment based on the step one analysis, and the Company’s estimated fair value exceeded its goodwill carrying value by a significant margin. | ||||
Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets was impaired. The Company did not have any intangible assets with indefinite lives as of June 30, 2014 or December 31, 2013. | ||||
Allowance for Doubtful Accounts | ' | |||
Allowance for Doubtful Accounts | ||||
The Company offsets gross trade accounts receivable with an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in their existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. | ||||
Property and Equipment | ' | |||
Property and Equipment | ||||
Property and equipment is stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over their estimated useful lives. | ||||
Internal-Use Software and Website Development Costs | ' | |||
Internal-Use Software and Website Development Costs | ||||
The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $0.7 million and $1.0 million for the three months ended June 30, 2014 and 2013, respectively, and $1.7 million and $2.0 million for the six months ended June 30, 2014 and 2013, respectively. | ||||
Income Taxes | ' | |||
Income Taxes | ||||
The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes. | ||||
The Company recognizes any interest and penalties related to unrecognized tax benefits in income tax expense. | ||||
Stock-Based Compensation | ' | |||
Stock-Based Compensation | ||||
The Company has two stock-based compensation plans which are more fully described in Note 11. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Statement of Operations and Comprehensive Income (Loss) predominantly using the straight-line method over the vesting period of the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock option awards. | ||||
Comprehensive Income (Loss) | ' | |||
Comprehensive Income (Loss) | ||||
Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company’s comprehensive income (loss) includes changes in the fair value of the Company’s unrealized gains (losses) on available for sale securities and foreign currency translation. | ||||
Foreign Currency | ' | |||
Foreign Currency | ||||
The functional currency for each of the Company’s subsidiaries is each country’s local currency. All assets and liabilities are translated into U.S. dollar equivalents at the exchange rate in effect on the balance sheet date or at a historical rate. Revenues and expenses are translated at average exchange rates. Translation gains or losses are recorded in stockholders’ equity as an element of accumulated other comprehensive income (loss). | ||||
Net Income (Loss) Per Share | ' | |||
Net Income (Loss) Per Share | ||||
Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock awards outstanding during the period. Because the holders of unvested restricted stock awards do not have nonforfeitable rights to dividends or dividend equivalents, the Company does not consider these awards to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested restricted stock awards outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option programs and other potentially dilutive securities using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock awards is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense and assumed tax benefit of stock options and restricted stock awards that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock awards. | ||||
Recent Accounting Pronouncements | ' | |||
Recent Accounting Pronouncements | ||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 (January 1, 2017 for the Company); early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company has not determined the potential effects on the consolidated financial statements. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis | ' | ||||||||||||||||
The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: | |||||||||||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
June 30, | Quoted Prices | Significant | Significant | ||||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Money market funds(1) | $ | 1,674 | $ | 1,674 | $ | — | $ | — | |||||||||
Short-term investments(2) | 14,095 | — | 14,095 | — | |||||||||||||
Long-term investments(2) | 4,220 | — | 4,220 | — | |||||||||||||
Total | $ | 19,989 | $ | 1,674 | $ | 18,315 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration – current(3) | $ | 620 | $ | — | $ | — | $ | 620 | |||||||||
Contingent consideration – non-current(3) | 1,094 | — | — | 1,094 | |||||||||||||
Total liabilities | $ | 1,714 | $ | — | $ | — | $ | 1,714 | |||||||||
Fair Value Measurements at Reporting Date Using | |||||||||||||||||
December 31, | Quoted Prices | Significant | Significant | ||||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds(1) | $ | 1,607 | $ | 1,607 | $ | — | $ | — | |||||||||
Short-term investments(2) | 14,401 | — | 14,401 | — | |||||||||||||
Long-term investments(2) | 3,959 | — | 3,959 | — | |||||||||||||
Total | $ | 19,967 | $ | 1,607 | $ | 18,360 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent consideration – current(3) | $ | 568 | $ | — | $ | — | $ | 568 | |||||||||
Contingent consideration – non-current(3) | 928 | — | — | 928 | |||||||||||||
Total liabilities | $ | 1,496 | $ | — | $ | — | $ | 1,496 | |||||||||
-1 | Included in cash and cash equivalents on the accompanying consolidated balance sheets; valued at quoted market prices in active markets. | ||||||||||||||||
-2 | Short- and long-term investments consist of municipal bonds and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. | ||||||||||||||||
-3 | Valuation techniques and Level 3 inputs used to estimate the fair value of contingent consideration payable in connection with the LeMag acquisition are described in Note 5. During the six months ended June 30, 2014 and 2013 the contingent consideration increased by approximately $188 and $141, respectively, when it was remeasured to fair value. The remainder of the change in this balance was caused by amortization of a discount on the installment payments and foreign currency fluctuations. |
Cash_Cash_Equivalents_and_Inve1
Cash, Cash Equivalents and Investments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Cash And Cash Equivalents [Abstract] | ' | ||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and cash equivalents consisted of the following: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(Unaudited) | |||||||||||||||||
Cash | $ | 21,936 | $ | 13,805 | |||||||||||||
Money market funds | 1,674 | 1,607 | |||||||||||||||
Total cash and cash equivalents | $ | 23,610 | $ | 15,412 | |||||||||||||
Short and Long-term Investments | ' | ||||||||||||||||
Short- and long-term investments consisted of the following: | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
(Unaudited) | |||||||||||||||||
Short- and long-term investments: | |||||||||||||||||
Government agency bonds | $ | 4,106 | $ | 3 | $ | — | $ | 4,109 | |||||||||
Municipal bonds | 14,196 | 12 | (2 | ) | 14,206 | ||||||||||||
Total short- and long-term investments | $ | 18,302 | $ | 15 | $ | (2 | ) | $ | 18,315 | ||||||||
December 31, 2013 | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
Short- and long-term investments: | |||||||||||||||||
Government agency bonds | $ | 2,511 | $ | 4 | $ | — | $ | 2,515 | |||||||||
Municipal bonds | 15,833 | 13 | (1 | ) | 15,845 | ||||||||||||
Total short- and long-term investments | $ | 18,344 | $ | 17 | $ | (1 | ) | $ | 18,360 | ||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Summary of Intangible Assets Subject to Amortization | ' | ||||||||||||||||
Intangible assets subject to amortization as of June 30, 2014 and December 31, 2013 consist of the following: | |||||||||||||||||
As of June 30, 2014 | |||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||
Useful Lives | Carrying | Amortization | |||||||||||||||
(Years) | Amount | ||||||||||||||||
(Unaudited) | |||||||||||||||||
Customer, affiliate and advertiser relationships | 5 – 9 | $ | 7,167 | $ | (5,059 | ) | $ | 2,108 | |||||||||
Developed websites, technology and patents | 10 | 1,528 | (439 | ) | 1,089 | ||||||||||||
Trademark, trade name and domain name | 5 – 8 | 1,921 | (1,506 | ) | 415 | ||||||||||||
Proprietary user information database and internet traffic | 3 – 5 | 1,333 | (931 | ) | 402 | ||||||||||||
Non-compete agreements | 3 | 95 | (49 | ) | 46 | ||||||||||||
Total intangible assets | $ | 12,044 | $ | (7,984 | ) | $ | 4,060 | ||||||||||
As of December 31, 2013 | |||||||||||||||||
Estimated | Gross | Accumulated | Net | ||||||||||||||
Useful Lives | Carrying | Amortization | |||||||||||||||
(Years) | Amount | ||||||||||||||||
Customer, affiliate and advertiser relationships | 5 – 9 | $ | 7,146 | $ | (4,563 | ) | $ | 2,583 | |||||||||
Developed websites, technology and patents | 6 – 10 | 6,942 | (5,721 | ) | 1,221 | ||||||||||||
Trademark, trade name and domain name | 5 – 8 | 2,044 | (1,482 | ) | 562 | ||||||||||||
Proprietary user information database and internet traffic | 3 – 5 | 1,318 | (789 | ) | 529 | ||||||||||||
Non-compete agreements | 2 – 3 | 450 | (387 | ) | 63 | ||||||||||||
Total intangible assets | $ | 17,900 | $ | (12,942 | ) | $ | 4,958 | ||||||||||
Schedule of Amortization Expense of Intangible Assets | ' | ||||||||||||||||
The Company expects amortization expense of intangible assets to be as follows: | |||||||||||||||||
Years Ending December 31: | Amortization | ||||||||||||||||
Expense | |||||||||||||||||
2014 (July 1st – December 31st) | $ | 878 | |||||||||||||||
2015 | 1,485 | ||||||||||||||||
2016 | 916 | ||||||||||||||||
2017 | 204 | ||||||||||||||||
2018 | 126 | ||||||||||||||||
Thereafter | 451 | ||||||||||||||||
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share | ' | ||||||||||||||||
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows: | |||||||||||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(Unaudited) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | 1,303 | $ | (871 | ) | $ | 1,438 | $ | (2,413 | ) | |||||||
Denominator: | |||||||||||||||||
Basic: | |||||||||||||||||
Weighted average shares of common stock outstanding | 32,890,770 | 39,110,378 | 32,787,509 | 39,566,714 | |||||||||||||
Diluted: | |||||||||||||||||
Weighted average shares of common stock outstanding | 32,890,770 | 39,110,378 | 32,787,509 | 39,566,714 | |||||||||||||
Effect of potentially dilutive shares(1) | 1,130,981 | — | 1,039,020 | — | |||||||||||||
Total weighted average shares of common stock outstanding | 34,021,751 | 39,110,378 | 33,826,529 | 39,566,714 | |||||||||||||
Net Income Per Common Share: | |||||||||||||||||
Basic net income (loss) per common share | $ | 0.04 | $ | (0.02 | ) | $ | 0.04 | $ | (0.06 | ) | |||||||
Net Income Per Common Share: | |||||||||||||||||
Diluted net income (loss) per common share | $ | 0.04 | $ | (0.02 | ) | $ | 0.04 | $ | (0.06 | ) | |||||||
-1 | In calculating diluted earnings per share, 2.9 million and 3.0 million shares related to outstanding stock options and unvested restricted stock awards were excluded for the three and six months ended June 30, 2014, respectively, and 0.4 million and 0.5 million shares related to outstanding stock options and unvested restricted stock awards were excluded for the three and six months ended June 30, 2013, respectively, because they were anti-dilutive. Additionally, shares used to calculate diluted earnings per share exclude 5.9 million and 5.6 million shares related to outstanding stock options and unvested restricted stock awards that would have been dilutive had the Company had net income for the three and six months ended June 30, 2013, respectively. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments | ' | ||||
Future minimum lease payments under the Company’s noncancelable operating leases at June 30, 2014 are as follows: | |||||
Years Ending December 31: | Minimum Lease | ||||
Payments | |||||
(Unaudited) | |||||
2014 (July 1st – December 31st) | $ | 2,287 | |||
2015 | 4,015 | ||||
2016 | 4,066 | ||||
2017 | 3,705 | ||||
2018 | 3,831 | ||||
Thereafter | 4,405 | ||||
$ | 22,309 | ||||
Comprehensive_Income_Loss_Tabl
Comprehensive Income (Loss) (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Summary of Comprehensive Income (Loss) | ' | ||||||||||||||||
Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. For the three and six months ended June 30, 2014 and 2013 the Company’s comprehensive income (loss) is as follows: | |||||||||||||||||
For the Three Months | For the Six Months | ||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(Unaudited) | |||||||||||||||||
Net income (loss) | $ | 1,303 | $ | (871 | ) | $ | 1,438 | $ | (2,413 | ) | |||||||
Other comprehensive income (loss): | |||||||||||||||||
Unrealized loss on investments (net of tax effect of $(1), $(2), $(2) and $(4), respectively) | (2 | ) | (22 | ) | (3 | ) | (19 | ) | |||||||||
Unrealized (loss) gain on foreign currency exchange | (5 | ) | 107 | 25 | 295 | ||||||||||||
Other comprehensive (loss) income | (7 | ) | 85 | 22 | 276 | ||||||||||||
Total comprehensive income (loss) | $ | 1,296 | $ | (786 | ) | $ | 1,460 | $ | (2,137 | ) | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Summary of Stock Option Activity under Company's Stock Option Plan | ' | ||||||||||||||||
A summary of the stock option activity under the Company’s stock option plan for the six months ended June 30, 2014 is presented below: | |||||||||||||||||
Year-to-Date Activity | Options | Weighted- | Weighted- | Aggregate | |||||||||||||
Outstanding | Average | Average | Intrinsic Value | ||||||||||||||
Exercise Price | Remaining | ||||||||||||||||
Per Share | Contractual | ||||||||||||||||
Term in Years | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Options outstanding at December 31, 2013 | 4,467,248 | $ | 7.3 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | (329,534 | ) | 5.37 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Cancelled | (14,689 | ) | 8.22 | ||||||||||||||
Options outstanding at June 30, 2014 | 4,123,025 | $ | 7.45 | 2.9 | $ | 7,905 | |||||||||||
Options exercisable at June 30, 2014 | 4,101,150 | $ | 7.45 | 2.9 | $ | 7,865 | |||||||||||
Options vested or expected to vest at | 4,120,525 | $ | 7.45 | 2.9 | $ | 7,901 | |||||||||||
June 30, 2014 (1) | |||||||||||||||||
-1 | In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. | ||||||||||||||||
Summary of Restricted Stock Award Activity under 2007 Stock Plan | ' | ||||||||||||||||
A summary of the restricted stock award activity under the 2007 Plan for the six months ended June 30, 2014 is presented below: | |||||||||||||||||
Year-to-Date Activity | Shares | Weighted- | Aggregate Intrinsic | ||||||||||||||
Average | Value | ||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Per Share | |||||||||||||||||
(Unaudited) | |||||||||||||||||
Nonvested outstanding at December 31, 2013 | 2,777,500 | $ | 5.26 | ||||||||||||||
Granted | 4,477 | 8.82 | |||||||||||||||
Vested | (295,310 | ) | 5.99 | ||||||||||||||
Forfeited | (35,000 | ) | 5.57 | ||||||||||||||
Nonvested outstanding at June 30, 2014 | 2,451,667 | $ | 5.18 | $ | 21,624 | ||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Net Sales to Unaffiliated Customers by Geographic Area | ' | ||||||||||||||||
Net sales to unaffiliated customers by geographic area* were as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(Unaudited) | |||||||||||||||||
United States | $ | 20,099 | $ | 18,166 | $ | 38,397 | $ | 34,204 | |||||||||
International | 6,049 | 4,932 | 10,728 | 8,442 | |||||||||||||
Total | $ | 26,148 | $ | 23,098 | $ | 49,125 | $ | 42,646 | |||||||||
* | based on current customer billing address; does not consider the geo-targeted, or target audience, location of the campaign | ||||||||||||||||
Long-Lived Assets by Geographic Area | ' | ||||||||||||||||
Long-lived assets by geographic area were as follows: | |||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 100,761 | $ | 101,241 | |||||||||||||
International | 6,957 | 7,344 | |||||||||||||||
Total | $ | 107,718 | $ | 108,585 |
Organization_and_Operations_Ad
Organization and Operations - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Grouping | |
Website | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
Number of websites | 150 |
Number of distinct media groups | 9 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Reporting_Unit | |||||
Segment | |||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Revenue recognition period | ' | ' | 'less than six months | ' | ' |
Number of reporting segment | ' | ' | 1 | ' | ' |
Number of reporting unit | ' | ' | 1 | ' | ' |
Intangible assets with indefinite lives | $0 | ' | $0 | ' | $0 |
Capitalized internal-use software and website development costs | $700,000 | $1,000,000 | $1,700,000 | $2,000,000 | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '10 years | ' | ' |
Fair_Value_Measurements_Assets
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Total | $19,989 | $19,967 |
Liabilities: | ' | ' |
Total liabilities | 1,714 | 1,496 |
Business Acquisition Contingent Consideration - Current [Member] | ' | ' |
Liabilities: | ' | ' |
Total liabilities | 620 | 568 |
Business Acquisition Contingent Consideration - Non-Current [Member] | ' | ' |
Liabilities: | ' | ' |
Total liabilities | 1,094 | 928 |
Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Total | 1,674 | 1,607 |
Short-Term Investments [Member] | ' | ' |
Assets: | ' | ' |
Total | 14,095 | 14,401 |
Long-Term Investments [Member] | ' | ' |
Assets: | ' | ' |
Total | 4,220 | 3,959 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Assets: | ' | ' |
Total | 1,674 | 1,607 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Total | 1,674 | 1,607 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Total | 18,315 | 18,360 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ' | ' |
Assets: | ' | ' |
Total | 14,095 | 14,401 |
Significant Other Observable Inputs (Level 2) [Member] | Long-Term Investments [Member] | ' | ' |
Assets: | ' | ' |
Total | 4,220 | 3,959 |
Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Liabilities: | ' | ' |
Total liabilities | 1,714 | 1,496 |
Significant Unobservable Inputs (Level 3) [Member] | Business Acquisition Contingent Consideration - Current [Member] | ' | ' |
Liabilities: | ' | ' |
Total liabilities | 620 | 568 |
Significant Unobservable Inputs (Level 3) [Member] | Business Acquisition Contingent Consideration - Non-Current [Member] | ' | ' |
Liabilities: | ' | ' |
Total liabilities | $1,094 | $928 |
Fair_Value_Measurements_Assets1
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Parenthetical) (Detail) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Fair Value Disclosures [Abstract] | ' | ' |
Increase in contingent consideration | $188 | $141 |
Cash_Cash_Equivalents_and_Inve2
Cash, Cash Equivalents and Investments - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Security | Security | ||||
Cash And Cash Equivalents [Abstract] | ' | ' | ' | ' | ' |
Liquid investments with maturities | ' | ' | '3 months | ' | ' |
Unrealized gain, net of taxes | $7,000 | ' | $7,000 | ' | $10,000 |
Realized gains or losses | 0 | 0 | 0 | 0 | ' |
Number of securities in unrealized loss position | 3 | ' | 3 | ' | ' |
Maximum duration of securities | ' | ' | '18 months | ' | ' |
Unrealized loss available for sale securities, less than 12 months | 3,000 | ' | 3,000 | ' | ' |
Unrealized loss available for sale securities fair value, less than 12 months | $2,800,000 | ' | $2,800,000 | ' | ' |
Municipal bonds maturity Start - date | ' | ' | 31-Jul-14 | ' | ' |
Municipal bonds maturity End - date | ' | ' | 31-Jul-17 | ' | ' |
Cash_Cash_Equivalents_and_Inve3
Cash, Cash Equivalents and Investments - Cash and Cash Equivalents (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Cash And Cash Equivalents [Abstract] | ' | ' | ' | ' |
Cash | $21,936 | $13,805 | ' | ' |
Money market funds | 1,674 | 1,607 | ' | ' |
Total cash and cash equivalents | $23,610 | $15,412 | $23,553 | $48,409 |
Cash_Cash_Equivalents_and_Inve4
Cash, Cash Equivalents and Investments - Short and Long-term Investments (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Government Agency Bonds [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | $4,106 | $2,511 |
Gross Unrealized Gains | 3 | 4 |
Estimated Fair Value | 4,109 | 2,515 |
Municipal Bonds [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 14,196 | 15,833 |
Gross Unrealized Gains | 12 | 13 |
Gross Unrealized Losses | -2 | -1 |
Estimated Fair Value | 14,206 | 15,845 |
Total Short and Long-Term Investments [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 18,302 | 18,344 |
Gross Unrealized Gains | 15 | 17 |
Gross Unrealized Losses | -2 | -1 |
Estimated Fair Value | $18,315 | $18,360 |
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Dec. 17, 2012 | Dec. 17, 2012 | Dec. 17, 2012 |
Installment | Maximum [Member] | LeMagIT [Member] | LeMagIT [Member] | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash paid for acquisition | $1.20 | ' | $2.20 | ' |
Potential future earnout | ' | ' | ' | 0.7 |
Number of installments for acquisition cost | 2 | ' | ' | ' |
Purchase price of acquisitions | ' | $5.20 | ' | ' |
Discount rate of projected net cash flows | 10.00% | ' | ' | ' |
Discount rate used for earnout | 28.00% | ' | ' | ' |
Discount rate used for final payment | 10.00% | ' | ' | ' |
Intangible_Assets_Summary_of_I
Intangible Assets - Summary of Intangible Assets Subject to Amortization (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 12,044 | 17,900 |
Accumulated Amortization | -7,984 | -12,942 |
Total intangible assets | 4,060 | 4,958 |
Customer, Affiliate and Advertiser Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 7,167 | 7,146 |
Accumulated Amortization | -5,059 | -4,563 |
Total intangible assets | 2,108 | 2,583 |
Developed Websites, Technology and Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '10 years | ' |
Gross Carrying Amount | 1,528 | 6,942 |
Accumulated Amortization | -439 | -5,721 |
Total intangible assets | 1,089 | 1,221 |
Trademarks and Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,921 | 2,044 |
Accumulated Amortization | -1,506 | -1,482 |
Total intangible assets | 415 | 562 |
Proprietary User Information Database and Internet Traffic [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,333 | 1,318 |
Accumulated Amortization | -931 | -789 |
Total intangible assets | 402 | 529 |
Non-compete Agreement [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '3 years | ' |
Gross Carrying Amount | 95 | 450 |
Accumulated Amortization | -49 | -387 |
Total intangible assets | 46 | 63 |
Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '3 years | ' |
Minimum [Member] | Customer, Affiliate and Advertiser Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '5 years | '5 years |
Minimum [Member] | Developed Websites, Technology and Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | ' | '6 years |
Minimum [Member] | Trademarks and Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '5 years | '5 years |
Minimum [Member] | Proprietary User Information Database and Internet Traffic [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '3 years | '3 years |
Minimum [Member] | Non-compete Agreement [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | ' | '2 years |
Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '10 years | ' |
Maximum [Member] | Customer, Affiliate and Advertiser Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '9 years | '9 years |
Maximum [Member] | Developed Websites, Technology and Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | ' | '10 years |
Maximum [Member] | Trademarks and Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '8 years | '8 years |
Maximum [Member] | Proprietary User Information Database and Internet Traffic [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | '5 years | '5 years |
Maximum [Member] | Non-compete Agreement [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated useful lives | ' | '3 years |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Remaining amortization period | ' | ' | '2 years 3 months 29 days | ' |
Amortization expense | $454,000 | $548,000 | $905,000 | $1,282,000 |
Write off of intangible assets | ' | ' | $5,800,000 | $0 |
Minimum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '3 years | ' |
Maximum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful lives | ' | ' | '10 years | ' |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Amortization Expense of Intangible Assets (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
2014 (July 1st - December 31st) | $878 | ' |
2015 | 1,485 | ' |
2016 | 916 | ' |
2017 | 204 | ' |
2018 | 126 | ' |
Thereafter | 451 | ' |
Total intangible assets | $4,060 | $4,958 |
Net_Income_Loss_Per_Common_Sha2
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income (loss) | $1,303 | ($871) | $1,438 | ($2,413) |
Basic: | ' | ' | ' | ' |
Weighted average shares of common stock outstanding | 32,891,000 | 39,110,000 | 32,788,000 | 39,567,000 |
Diluted: | ' | ' | ' | ' |
Weighted average shares of common stock outstanding | 32,891,000 | 39,110,000 | 32,788,000 | 39,567,000 |
Effect of potentially dilutive shares | 1,130,981 | 0 | 1,039,020 | 0 |
Total weighted average shares of common stock outstanding | 34,022,000 | 39,110,000 | 33,827,000 | 39,567,000 |
Net Income Per Common Share: | ' | ' | ' | ' |
Basic net income (loss) per common share | $0.04 | ($0.02) | $0.04 | ($0.06) |
Diluted net income (loss) per common share | $0.04 | ($0.02) | $0.04 | ($0.06) |
Net_Income_Loss_Per_Common_Sha3
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Parenthetical) (Detail) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Schedule Of Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ' | ' | ' | ' |
Outstanding stock options and unvested restricted stock awards excluded from computation of diluted EPS | 2.9 | 5.9 | 3 | 5.6 |
Stock Options and Unvested Restricted Stock Awards [Member] | ' | ' | ' | ' |
Schedule Of Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ' | ' | ' | ' |
Outstanding stock options and unvested restricted stock awards excluded from computation of diluted EPS | ' | 0.4 | ' | 0.5 |
Bank_Term_Loan_Payable_Additio
Bank Term Loan Payable - Additional Information (Detail) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | Aug. 31, 2011 | |
Debt Disclosure [Abstract] | ' | ' | ' |
Line of credit facility maximum borrowing | $5,000,000 | ' | $5,000,000 |
Interest due and payable | 31-Aug-16 | ' | ' |
Prime rate | 1.00% | ' | ' |
Revolving credit facility bearing interest rate | 'Prime rate less 1.00% | ' | ' |
LIBOR margin | 'Plus 1.25% | ' | ' |
Debt instrument basis spread on variable rate | 1.25% | ' | ' |
Line fee rate | 0.20% | ' | ' |
Revolving loan agreement, outstanding | 0 | 0 | ' |
Outstanding lease | 1,000,000 | ' | ' |
Line of credit facility available borrowings capacity | $4,000,000 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 16, 2011 | Nov. 30, 2010 | Aug. 31, 2009 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | |
sqft | sqft | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Lease expiration date | ' | ' | ' | 31-Jan-23 | ' | ' |
Lease agreement for office | ' | ' | 87,875 | ' | ' | ' |
Lease agreement commenced | ' | ' | ' | 28-Feb-10 | ' | ' |
Lease agreement period | ' | ' | ' | '10 years | ' | ' |
Additional lease space agreement | ' | 8,400 | ' | ' | ' | ' |
Standby letter of credit outstanding | ' | ' | ' | $1,000,000 | ' | ' |
Letter of credit extension period | ' | ' | ' | 'Letter of credit extends, subject to certain reductions, annually through February 28, 2020 unless notification of termination is received. | ' | ' |
Additional excise taxes on net worth related to TSC | 198,000 | ' | ' | ' | ' | ' |
Potential net worth tax exposure (liability) | ' | ' | ' | ' | ' | 200,000 |
Lower income tax rate benefits available (minimum) | ' | ' | ' | 1.32% | ' | ' |
Lower income tax rate benefits available (maximum) | ' | ' | ' | 9.50% | ' | ' |
Tax benefits available on exemption from excise tax on net worth | ' | ' | ' | 0.26% | ' | ' |
Charges, claims related to litigation | ' | ' | ' | $0 | $0 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 (July 1st - December 31st) | $2,287 |
2015 | 4,015 |
2016 | 4,066 |
2017 | 3,705 |
2018 | 3,831 |
Thereafter | 4,405 |
Future minimum lease payments, Total | $22,309 |
Comprehensive_Income_Loss_Summ
Comprehensive Income (Loss) - Summary of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ' | ' | ' |
Net income (loss) | $1,303 | ($871) | $1,438 | ($2,413) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized loss on investments (net of tax effect of $(1), $(2), $(2) and $(4), respectively) | -2 | -22 | -3 | -19 |
Unrealized (loss) gain on foreign currency exchange | -5 | 107 | 25 | 295 |
Other comprehensive (loss) income | -7 | 85 | 22 | 276 |
Total comprehensive income (loss) | $1,296 | ($786) | $1,460 | ($2,137) |
Comprehensive_Income_Loss_Summ1
Comprehensive Income (Loss) - Summary of Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | ' | ' | ' |
Unrealized (loss) gain on investments, tax effect | ($1) | ($2) | ($2) | ($4) |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 6 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Expected dividend yield | 0.00% | ' |
Intrinsic value of options exercised | $0.70 | $1.20 |
Cash received from exercise of options | 1.8 | 0.9 |
Stock options unrecognized compensation expense | 9.8 | ' |
Restricted stock awards recognized weighted average | '1 year 9 months 18 days | ' |
Stock Option 1999 Plan [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Issuance of common stock incentives | 12,384,646 | ' |
Stock Option 2007 Plan [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Issuance of common stock incentives | 2,911,667 | ' |
Annual increase in reserved common stock | 2.00% | ' |
Additional share authorized | 6,700,000 | ' |
Shares available for grant | 2,159,509 | ' |
Minimum [Member] | Stock Option 1999 Plan [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Period of grants vested | '4 years | ' |
Minimum [Member] | Stock Option 2007 Plan [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Period of grants vested | '4 years | ' |
Maximum [Member] | Stock Option 1999 Plan [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Period of grants expired | '10 years | ' |
Maximum [Member] | Stock Option 2007 Plan [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Period of grants expired | '10 years | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Cash received from exercise of options | 0.1 | 0.4 |
Restricted Stock [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Grant date fair value of stock options vested | $1.80 | $2 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plan (Detail) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Options outstanding, beginning balance | 4,467,248 |
Options Outstanding, Granted | ' |
Options Outstanding, Exercised | -329,534 |
Options Outstanding, Forfeited | ' |
Options Outstanding, Cancelled | -14,689 |
Options outstanding, ending balance | 4,123,025 |
Options Outstanding, Options exercisable | 4,101,150 |
Options Outstanding, Options vested or expected to vest | 4,120,525 |
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $7.30 |
Weighted-Average Exercise Price Per Share, Granted | ' |
Weighted-Average Exercise Price Per Share, Exercised | $5.37 |
Weighted-Average Exercise Price Per Share, Forfeited | ' |
Weighted- Average Exercise Price Per Share, Cancelled | $8.22 |
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | $7.45 |
Weighted- Average Exercise Price Per Share, Options exercisable | $7.45 |
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $7.45 |
Weighted-Average Remaining Contractual Term in Years, Options outstanding | '2 years 10 months 24 days |
Weighted-Average Remaining Contractual Term in Years, Options exercisable | '2 years 10 months 24 days |
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | '2 years 10 months 24 days |
Aggregate Intrinsic Value, Options outstanding | $7,905 |
Aggregate Intrinsic Value, Options exercisable | 7,865 |
Aggregate Intrinsic Value, Options vested or expected to vest | $7,901 |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Restricted Stock Award Activity under 2007 Stock Plan (Detail) (Restricted Stock [Member], USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Shares, Nonvested outstanding, beginning balance | 2,777,500 |
Shares, Granted | 4,477 |
Shares, Vested | -295,310 |
Shares, Forfeited | -35,000 |
Shares, Nonvested outstanding, ending balance | 2,451,667 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $5.26 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $8.82 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $5.99 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $5.57 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $5.18 |
Aggregate Intrinsic Value, Nonvested outstanding | $21,624 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Oct. 24, 2013 | Sep. 25, 2013 | Aug. 03, 2012 | 31-May-14 | Jun. 30, 2014 | Sep. 25, 2013 | Sep. 23, 2013 |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for options outstanding and restricted stock awards | ' | ' | ' | ' | 8,836,701 | ' | ' |
Common stock, shares issued in secondary public offering | ' | ' | ' | 5,750,000 | ' | ' | ' |
Common stock shares issued, price per share | ' | ' | ' | $6.25 | ' | ' | ' |
Legal, accounting, and other fees relating to secondary public offerings | ' | ' | ' | $0.50 | ' | ' | ' |
Common stock purchase under tender offer | ' | ' | ' | ' | ' | 6,500,000 | ' |
Percentage of purchase of shares under tender offer as to common stock issued and outstanding | ' | ' | ' | ' | ' | 16.79% | ' |
Price of per share of common stock | ' | $5 | ' | ' | ' | ' | ' |
Last sale price of the Company's common stock | ' | ' | ' | ' | ' | ' | $4.79 |
Common stock repurchased, shares | 7,100,565 | ' | ' | ' | 2,456,539 | ' | ' |
Total cost of shares repurchased | 35.5 | ' | ' | ' | ' | ' | ' |
Total cost of shares repurchased, including purchase cost | 35.6 | ' | ' | ' | ' | ' | ' |
Repurchase of stock cost of repurchase of stock | 0.1 | ' | ' | ' | ' | ' | ' |
Period of expiration of tender offer | ' | ' | ' | ' | 24-Oct-13 | ' | ' |
Common stock repurchase amount | ' | ' | 20 | ' | ' | ' | ' |
Common stock repurchase, amount | ' | ' | ' | ' | $11.70 | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2010 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Effective income tax rate | 35.40% | 17.10% | ' |
Interest and penalties in income tax expense | $8,000 | ' | ' |
Income tax reserve arising from difference in rates applicable to corporations | ' | ' | $400,000 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of operating segment | 1 |
Segment_Information_Net_Sales_
Segment Information - Net Sales to Unaffiliated Customers by Geographic Area (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Net sales, Total | $26,148 | $23,098 | $49,125 | $42,646 |
United States [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Net sales, Total | 20,099 | 18,166 | 38,397 | 34,204 |
International [Member] | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Net sales, Total | $6,049 | $4,932 | $10,728 | $8,442 |
Segment_Information_LongLived_
Segment Information - Long-Lived Assets by Geographic Area (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets, Total | $107,718 | $108,585 |
United States [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets, Total | 100,761 | 101,241 |
International [Member] | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Long-lived assets, Total | $6,957 | $7,344 |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 03, 2012 | Aug. 04, 2014 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Common stock repurchase amount | $20 | $20 |