Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TTGT | ||
Entity Registrant Name | TechTarget Inc | ||
Entity Central Index Key | 1,293,282 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 32,219,287 | ||
Entity Public Float | $ 172.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 14,783 | $ 19,275 |
Short-term investments | 10,646 | 5,480 |
Accounts receivable, net of Accounts receivable, net of allowance for doubtful accounts of $1,715 and $1,014 as of December 31, 2015 and 2014, respectively | 26,549 | 23,200 |
Prepaid taxes | 5,306 | 951 |
Prepaid expenses and other current assets | 2,192 | 1,891 |
Deferred tax assets | 2,317 | 2,674 |
Total current assets | 61,793 | 53,471 |
Property and equipment, net | 8,922 | 9,215 |
Long-term investments | 9,262 | 13,428 |
Goodwill | 93,701 | 93,979 |
Intangible assets, net | 1,448 | 2,995 |
Deferred tax assets | 1,893 | 3,230 |
Other assets | 840 | 1,166 |
Total assets | 177,859 | 177,484 |
Current liabilities: | ||
Accounts payable | 1,807 | 2,733 |
Accrued expenses and other current liabilities | 3,112 | 2,719 |
Accrued compensation expenses | 675 | 3,043 |
Income taxes payable | 516 | 1,088 |
Contingent consideration | 1,326 | |
Deferred revenue | 7,595 | 6,940 |
Total current liabilities | 15,031 | 16,523 |
Long-term liabilities: | ||
Deferred rent | 2,245 | 2,598 |
Deferred tax liabilities | 582 | 473 |
Contingent consideration | 1,114 | |
Other liabilities | 930 | |
Total liabilities | $ 17,858 | $ 21,638 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, 5,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value per share, 100,000,000 shares authorized; 50,927,426 shares issued and 32,039,853 shares outstanding at December 31, 2015; 49,587,137 shares issued and 32,371,251 shares outstanding at December 31, 2014 | $ 51 | $ 50 |
Treasury stock, 18,887,573 and 17,215,886 shares at December 31, 2015 and 2014, respectively, at cost | (113,949) | (98,851) |
Additional paid-in capital | 293,003 | 280,702 |
Accumulated other comprehensive loss | (322) | (87) |
Accumulated deficit | (18,782) | (25,968) |
Total stockholders' equity | 160,001 | 155,846 |
Total liabilities and stockholders' equity | $ 177,859 | $ 177,484 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 1,715 | $ 1,014 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,927,426 | 49,587,137 |
Common stock, shares outstanding | 32,039,853 | 32,371,251 |
Treasury stock, shares | 18,887,573 | 17,215,886 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenues: | ||||
Online | $ 105,574 | $ 97,607 | $ 79,709 | |
Events | 6,252 | 8,596 | 8,787 | |
Total revenues | 111,826 | 106,203 | 88,496 | |
Cost of revenues: | ||||
Online | [1] | 26,962 | 24,629 | 23,362 |
Events | [1] | 2,941 | 3,418 | 3,771 |
Total cost of revenues | 29,903 | 28,047 | 27,133 | |
Gross profit | 81,923 | 78,156 | 61,363 | |
Operating expenses: | ||||
Selling and marketing | [1] | 43,722 | 42,836 | 36,920 |
Product development | [1] | 7,680 | 7,161 | 6,715 |
General and administrative | [1] | 12,987 | 14,878 | 13,916 |
Depreciation | 3,982 | 4,060 | 3,823 | |
Amortization of intangible assets | 1,382 | 1,762 | 2,223 | |
Total operating expenses | 69,753 | 70,697 | 63,597 | |
Operating income (loss) | 12,170 | 7,459 | (2,234) | |
Interest and other expense, net | (249) | (333) | (260) | |
Income (loss) before provision for (benefit from) income taxes | 11,921 | 7,126 | (2,494) | |
Provision for (benefit from) income taxes | 4,735 | 3,045 | (657) | |
Net income (loss) | 7,186 | 4,081 | (1,837) | |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized gain (loss) on investments (net of tax provision (benefit) of $0, $(17) and $(2), respectively) | 1 | (30) | (4) | |
Foreign currency translation adjustments | (236) | (256) | 339 | |
Other comprehensive (loss) income | (235) | (286) | 335 | |
Comprehensive income (loss) | $ 6,951 | $ 3,795 | $ (1,502) | |
Net income (loss) per common share: | ||||
Basic | $ 0.22 | $ 0.12 | $ (0.05) | |
Diluted | $ 0.21 | $ 0.12 | $ (0.05) | |
Weighted average common shares outstanding: | ||||
Basic | 32,963,185 | 33,010,162 | 37,886,492 | |
Diluted | 34,475,805 | 34,640,511 | 37,886,492 | |
[1] | Amounts include stock-based compensation expense as follows: Cost of online revenues $ 84 $ 116 $ 173 Cost of events revenues - 8 18 Selling and marketing 3,530 3,287 2,751 Product development 111 129 212 General and administrative 2,899 3,792 2,431 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Unrealized gain (loss) on investments, tax effect | $ 0 | $ (17) | $ (2) |
Cost of Online Revenues [Member] | |||
Allocated stock-based compensation expense | 84 | 116 | 173 |
Cost of Events Revenues [Member] | |||
Allocated stock-based compensation expense | 8 | 18 | |
Selling and Marketing [Member] | |||
Allocated stock-based compensation expense | 3,530 | 3,287 | 2,751 |
Product Development [Member] | |||
Allocated stock-based compensation expense | 111 | 129 | 212 |
General and Administrative [Member] | |||
Allocated stock-based compensation expense | $ 2,899 | $ 3,792 | $ 2,431 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2012 | $ 199,314 | $ 46 | $ (35,810) | $ 263,426 | $ (136) | $ (28,212) |
Beginning balance, shares at Dec. 31, 2012 | 45,461,257 | 5,953,818 | ||||
Issuance of common stock from stock options and restricted stock awards | 1,560 | $ 2 | 1,558 | |||
Issuance of common stock from stock options and restricted stock awards, shares | 2,186,845 | |||||
Purchase of common stock through stock repurchase program | (12,409) | $ (12,409) | ||||
Purchase of common stock through stock repurchase program, shares | 2,610,279 | |||||
Purchase of common stock through tender offer (including $140 in related costs) | (35,643) | $ (35,643) | ||||
Purchase of common stock through tender offer, shares | 7,100,565 | |||||
Excess tax benefit - stock options | 157 | 157 | ||||
Stock-based compensation expense | 5,585 | 5,585 | ||||
Unrealized gain (loss) on investments | (4) | (4) | ||||
Unrealized gain (loss) on foreign currency translation | 339 | 339 | ||||
Net income (loss) | (1,837) | (1,837) | ||||
Ending balance at Dec. 31, 2013 | 157,062 | $ 48 | $ (83,862) | 270,726 | 199 | (30,049) |
Ending balance, shares at Dec. 31, 2013 | 47,648,102 | 15,664,662 | ||||
Issuance of common stock from stock options and restricted stock awards | 4,804 | $ 2 | 4,802 | |||
Issuance of common stock from stock options and restricted stock awards, shares | 1,939,035 | |||||
Purchase of common stock through stock repurchase program | (14,989) | $ (14,989) | ||||
Purchase of common stock through stock repurchase program, shares | 1,551,224 | |||||
Shelf registration and other fees | (62) | (62) | ||||
Excess tax benefit - stock options | 712 | 712 | ||||
Stock-based compensation expense | 5,948 | 5,948 | ||||
Unrealized gain (loss) on investments | (30) | (30) | ||||
Unrealized gain (loss) on foreign currency translation | (256) | (256) | ||||
Net income (loss) | 4,081 | 4,081 | ||||
Ending balance at Dec. 31, 2014 | 155,846 | $ 50 | $ (98,851) | 280,702 | (87) | (25,968) |
Ending balance, shares at Dec. 31, 2014 | 49,587,137 | 17,215,886 | ||||
Issuance of common stock from stock options and restricted stock awards | 2,802 | $ 1 | 2,801 | |||
Issuance of common stock from stock options and restricted stock awards, shares | 1,223,528 | |||||
Purchase of common stock through stock repurchase program | (15,098) | $ (15,098) | ||||
Purchase of common stock through stock repurchase program, shares | 1,671,687 | |||||
Shelf registration and other fees | (20) | (20) | ||||
Excess tax benefit - stock options | 3,216 | 3,216 | ||||
Stock-based compensation expense | 6,624 | 6,624 | ||||
Tax withholdings related to net share settlement of RSU's | (1,705) | (1,705) | ||||
Restricted shares issued in payment of accrued compensation | 1,385 | 1,385 | ||||
Restricted shares issued in payment of accrued compensation, shares | 116,761 | |||||
Unrealized gain (loss) on investments | 1 | 1 | ||||
Unrealized gain (loss) on foreign currency translation | (236) | (236) | ||||
Net income (loss) | 7,186 | 7,186 | ||||
Ending balance at Dec. 31, 2015 | $ 160,001 | $ 51 | $ (113,949) | $ 293,003 | $ (322) | $ (18,782) |
Ending balance, shares at Dec. 31, 2015 | 50,927,426 | 18,887,573 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Purchase of common stock through tender offer, related costs | $ 140 | |
Tax provision (benefit) on unrealized loss on investments | $ (17) | (2) |
Treasury Stock [Member] | ||
Purchase of common stock through tender offer, related costs | 140 | |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Tax provision (benefit) on unrealized loss on investments | $ (17) | $ (2) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities: | |||
Net income (loss) | $ 7,186 | $ 4,081 | $ (1,837) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 5,364 | 5,822 | 6,046 |
Provision for bad debt | 805 | 708 | 564 |
Amortization of investment premiums | 236 | 291 | 466 |
Stock-based compensation | 6,624 | 7,332 | 5,585 |
Deferred tax provision (benefit) | 1,748 | (104) | 1,554 |
Excess tax benefit-stock options | (3,216) | (712) | (506) |
Other non-cash | 11 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,180) | (1,845) | 1,496 |
Prepaid taxes, prepaid expenses and other current assets | (149) | (912) | (524) |
Other assets | 262 | (594) | (314) |
Accounts payable | (921) | 56 | (239) |
Income taxes payable | (1,625) | 4,689 | (5,004) |
Accrued expenses and other current liabilities | 1,803 | (576) | 412 |
Accrued compensation expenses | (967) | 479 | (17) |
Deferred revenue | 654 | (157) | 1,112 |
Other liabilities | (2,372) | (341) | (519) |
Net cash provided by operating activities | 11,263 | 18,217 | 8,275 |
Investing activities: | |||
Purchases of property and equipment, and other capitalized assets | (3,699) | (3,847) | (4,477) |
Purchases of investments | (7,891) | (15,101) | (16,433) |
Proceeds from sales and maturities of investments | 6,657 | 14,215 | 25,555 |
Net cash (used in) provided by investing activities | (4,933) | (4,733) | 4,645 |
Financing activities: | |||
Purchase of treasury shares and related costs | (15,098) | (14,989) | (47,912) |
Excess tax benefit-stock options | 3,216 | 712 | 506 |
Tender offer fees | (140) | ||
Shelf registration and other fees | (20) | (62) | |
Tax withholdings related to net share settlements | (1,705) | ||
Proceeds from exercise of stock options | 2,802 | 4,804 | 1,560 |
Net cash used in financing activities | (10,805) | (9,535) | (45,986) |
Effect of exchange rate changes on cash and cash equivalents | (17) | (86) | 69 |
Net (decrease) increase in cash and cash equivalents | (4,492) | 3,863 | (32,997) |
Cash and cash equivalents at beginning of period | 19,275 | 15,412 | 48,409 |
Cash and cash equivalents at end of period | 14,783 | 19,275 | 15,412 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | 0 |
Cash paid for taxes, net | $ 5,369 | $ 118 | $ 2,834 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations TechTarget, Inc. and its subsidiaries (the “Company”) is a leading provider of specialized online content that helps buyers of corporate information technology (“IT”) products and services, and a leading provider of marketing services for the sellers of those solutions. The Company’s offerings enable IT vendors to identify, reach and influence corporate IT decision makers who are actively researching specific IT purchases through customized marketing programs that include data analytics-driven intelligence solutions, demand generation and brand advertising. 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, the Company’s key marketing opportunities and audience extensions are currently addressed using 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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, Bitpipe, Inc., TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Beijing) Information Technology Consulting Co. Ltd. (“TTGT Consulting”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”) and TechTarget Germany GmbH. Bitpipe, Inc. features websites that provide in-depth vendor generated content targeted to corporate IT professionals. TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. 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 TTGT Consulting, 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”). TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. Knowledgestorm, Inc. was merged into TechTarget, Inc. in 2015. 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 Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications are not material and had no effect on the reported results of operations. Use of Estimates The preparation of consolidated 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 revenues, 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 revenues from the sale of targeted advertising campaigns, which are delivered via its network of websites, data analytics solutions, and events. In all cases, 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 Offerings IT Deal Alert Core Online. Demand Solutions . Brand Solutions . Custom Content . Other . Events 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-term 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. See Note 3 for further information on the fair value of the Company’s investments. The fair value of contingent consideration was estimated using a discounted cash flow method described in Note 4. 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 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 were impaired. The Company did not have any intangible assets with indefinite lives as of December 31, 2015 or 2014. 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 its 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. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2015, 2014 and 2013. Balance at Beginning of Year Provision Acquired in Business Combinations Write-offs, Net of Recoveries Balance at Year ended December 31, 2013 $ 911 $ 564 — $ (562 ) $ 913 Year ended December 31, 2014 $ 913 $ 708 — $ (607 ) $ 1,014 Year ended December 31, 2015 $ 1,014 $ 805 — $ (104 ) $ 1,715 Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are 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 the following estimated useful lives: Estimated Useful Life Furniture and fixtures 5 years Computer equipment and software 3 years Internal-use software and website development costs 3–5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2015 2014 Furniture and fixtures $ 794 $ 831 Computer equipment and software 4,051 4,567 Leasehold improvements 1,510 1,508 Internal-use software and website development costs 20,934 18,034 27,289 24,940 Less: accumulated depreciation and amortization (18,367 ) (15,725 ) $ 8,922 $ 9,215 Depreciation expense was $4.0 million, $4.1 million and $3.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $1.3 million, $0.1 million and $2.7 million of fully depreciated assets that were no longer in service during 2015, 2014 and 2013, respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations. 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 $2.9 million, $3.0 million and $3.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. No single customer represented 10% or more of total accounts receivable at December 31, 2015 or 2014. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2015, 2014 or 2013. 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 employee compensation plans which are more fully described in Note 10. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statement of Operations and Comprehensive Income (Loss) 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 adjustments. There were no material reclassifications out of accumulated other comprehensive income (loss) in the periods ended December 31, 2015, 2014 or 2013. Foreign Currency The functional currency for each of the Company’s subsidiaries is the local currency of the country in which it is incorporated. 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, undelivered 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. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows: For the Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) $ 7,186 $ 4,081 $ (1,837 ) Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 32,963,185 33,010,162 37,886,492 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 32,963,185 33,010,162 37,886,492 Effect of potentially dilutive shares 1,512,620 1,630,349 — Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 34,475,805 34,640,511 37,886,492 Calculation of Net Income (Loss) Per Common Share: Basic: Net income (loss) applicable to common stockholders $ 7,186 $ 4,081 $ (1,837 ) Weighted average shares of stock outstanding 32,963,185 33,010,162 37,886,492 Net income (loss) per common share $ 0.22 $ 0.12 $ (0.05 ) Diluted: Net income (loss) applicable to common stockholders $ 7,186 $ 4,081 $ (1,837 ) Weighted average shares of stock outstanding 34,475,805 34,640,511 37,886,492 Net income (loss) per common share(1) $ 0.21 $ 0.12 $ (0.05 ) (1) In calculating diluted earnings per share, 1.1 million, 1.0 million and 5.3 million shares related to outstanding stock options and unvested, undelivered restricted stock awards were excluded for the years ended December 31, 2015, 2014 and 2013, respectively, because they were anti-dilutive. Additionally, shares used to calculate diluted earnings per share exclude 0.5 million shares related to outstanding stock options and unvested, undelivered restricted stock awards for the year ended December 31, 2013 that would have been dilutive if the Company had net income during that period. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (Subtopic 350-40) , In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
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-term 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. • Level 2. • Level 3. 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 December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds(1) $ 122 $ 122 $ — $ — Short-term investments(2) 10,646 — 10,646 — Long-term investments(2) 9,262 — 9,262 — Total assets $ 20,030 $ 122 $ 19,908 $ — Liabilities: Contingent consideration – current(3) $ 1,326 $ — $ — $ 1,326 Total liabilities $ 1,326 $ — $ — $ 1,326 Fair Value Measurements at Reporting Date Using December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds(1) $ 1,071 $ 1,071 $ — $ — Short-term investments(2) 5,480 — 5,480 — Long-term investments(2) 13,428 — 13,428 — Total assets $ 19,979 $ 1,071 $ 18,908 $ — Liabilities: Contingent consideration – non-current(3) $ 1,114 $ — $ — $ 1,114 Total liabilities $ 1,114 $ — $ — $ 1,114 (1) Included in cash and cash equivalents on the accompanying consolidated balance sheets; valued at quoted market prices in active markets. (2) Short-term and long-term investments consist of municipal bonds, corporate bonds and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. (3) The Company’s valuation techniques and Level 3 inputs used to estimate the fair value of contingent consideration payable in connection with the LeMagIT acquisition are described in Note 4. As the final payment of $1.3 million, net of a $0.4 million remaining contingency, was paid in January 2016, the remaining value of the contingent consideration was reclassified from non-current to current during 2015. Remeasurement of the contingent consideration to fair value is included in General and Administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the years ended December 31, 2013, 2014 and 2015: Fair Value Balance as of December 31, 2012 $ 1,180 Currency translation impact on contingent liabilities 28 Remeasurement of contingent liabilities 288 Balance as of December 31, 2013 $ 1,496 Currency translation impact on contingent liabilities (204 ) Payments on contingent liabilities (545 ) Amortization of discount on contingent liabilities 47 Remeasurement of contingent liabilities 320 Balance as of December 31, 2014 $ 1,114 Currency translation impact on contingent liabilities (127 ) Amortization of discount on contingent liabilities 305 Remeasurement of contingent liabilities 34 Balance as of December 31, 2015 $ 1,326 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | 4. 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, and the remainder was paid in two equal installments in 2013 and 2014. The earnout is subject to certain revenue growth targets and the payment will be adjusted based on actual results. 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 a discount rate of 28% was used. 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 |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | 5. 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: As of December 31, 2015 2014 Cash $ 14,661 $ 18,204 Money market funds 122 1,071 Total cash and cash equivalents $ 14,783 $ 19,275 The Company’s short-term 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 cumulative unrealized (loss) gain, net of taxes, was $(19), $(20) and $10 as of December 31, 2015, 2014 and 2013, respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. There were no material realized gains or losses in 2015, 2014 or 2013. Short-term and long-term investments consisted of the following: December 31, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: Government agency bonds $ 7,615 $ — $ (15 ) $ 7,600 Municipal bonds 11,818 — (14 ) 11,804 Corporate bonds 505 — (1 ) 504 Total short-term and long-term investments $ 19,938 $ — $ (30 ) $ 19,908 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: Government agency bonds $ 6,632 $ — $ (14 ) $ 6,618 Municipal bonds 12,307 4 (21 ) 12,290 Total short-term and long-term investments $ 18,939 $ 4 $ (35 ) $ 18,908 The Company had 16 debt securities in an unrealized loss position at December 31, 2015. All of these securities have been in such a position for no more than six months. The unrealized loss on those securities was approximately $30 and the fair value was $18.9 million. The Company uses specific identification when reviewing these investments for impairment. Because the Company does not intend to sell the investments that are in an unrealized loss position and it is not likely that the Company will be required to sell any investments before recovery of their cost basis, the Company does not consider those investments with an unrealized loss to be other-than-temporarily impaired at December 31, 2015. Municipal, government agency, and corporate bonds have contractual maturity dates that range from July 2016 to April 2018. All income generated from these investments is recorded as interest income. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows: As of December 31, 2015 2014 Balance as of beginning of year $ 93,979 $ 94,171 Goodwill adjustment during the year — — Effect of exchange rate changes (278 ) (192 ) Balance as of end of year $ 93,701 $ 93,979 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The following table summarizes the Company’s intangible assets, net: As of December 31, 2015 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-9 $ 6,996 $ (6,379 ) $ 617 Developed websites, technology and patents 10 1,222 (603 ) 619 Trademark, trade name and domain name 5-8 1,819 (1,685 ) 134 Proprietary user information database and Internet traffic 5 1,232 (1,154 ) 78 Non-compete agreements 3 76 (76 ) — Total intangible assets $ 11,345 $ (9,897 ) $ 1,448 As of December 31, 2014 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Net Customer, affiliate and advertiser relationships 5-9 $ 7,079 $ (5,480 ) $ 1,599 Developed websites, technology and patents 10 1,361 (499 ) 862 Trademark, trade name and domain name 5-8 1,859 (1,598 ) 261 Proprietary user information database and Internet traffic 3-5 1,270 (1,024 ) 246 Non-compete agreements 3 85 (58 ) 27 Total intangible assets $ 11,654 $ (8,659 ) $ 2,995 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 2.41 years. Amortization expense was $1.4 million, $1.8 million and $2.2 million for the years ended December 31, 2015, 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 did not write off any fully amortized intangible assets in 2015. The Company wrote off $5.9 million of fully amortized intangible assets in 2014. The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization 2016 824 2017 163 2018 101 2019 85 2020 72 Thereafter 203 $ 1,448 |
Bank Demand Loan Payable
Bank Demand Loan Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Bank Demand Loan Payable | 8. Bank Demand Loan Payable The Company’s $5.0 million revolving credit facility was amended and restated in its entirety in June 2015. The new credit facility (the “Amended and Restated Credit Agreement”) is a discretionary $5.0 million demand revolving line. At the Company’s option, the Amended and Restated 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 December 31, 2015, the applicable LIBOR margin was 1.25%. Unless earlier payment is required by an event of default, all principal and unpaid interest will be due and payable on the interest payment date; however, there is an automatic rollover provision for all loans for which LIBOR is elected by the Company. Borrowings, if any, under the Amended and Restated Credit agreement would be collateralized by a security interest in substantially all assets of the Company. There are no financial covenant requirements and no unused line fees under the Amended and Restated Credit Agreement. At December 31, 2015, there were no amounts outstanding under the Amended and Restated Credit Agreement. As of December 31, 2014, prior to the Amended and Restated Credit Agreement, the Company had a $5.0 million term revolving credit facility (the “Credit Agreement”). Covenants governing the Credit Agreement included the maintenance of certain financial ratios. At December 31, 2014, the Company was in compliance with all covenants under the Credit Agreement. The Company was 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. At December 31, 2014, there were no amounts outstanding under the Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
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 March 2020. In August 2009, the Company entered into an agreement to lease approximately 87,875 square feet of office space in Newton, Massachusetts (the “Newton Lease”). The Newton Lease commenced in February 2010 and has a term of ten years. In November 2010, the Newton Lease was amended to include an additional 8,400 square feet of office space (the “Amended Newton Lease”). The Amended Newton Lease commenced in March 2011 and runs concurrently with the term of the Newton Lease. The Company is receiving certain rent concessions over the life of the Newton Lease as well as the Amended Newton Lease. In July 2015, the Newton Lease was again amended to include an additional 14,203 square feet of office space (the “Second Amended Newton Lease”). The Second Amended Newton Lease commenced in the first quarter of 2016 and runs concurrently with the term of the Newton Lease. There are no rent concessions related to the Second Amended Newton Lease, and all rent concessions which were part of the Newton Lease and Amended Newton Lease remain unchanged. 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. Total rent expense under the Company’s leases was approximately $3.9 million, $4.1 million and $4.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Future minimum lease payments under the Company’s noncancelable operating leases at December 31, 2015 are as follows: Years Ending December 31: Minimum Lease Payments 2016 $ 4,803 2017 4,346 2018 4,478 2019 4,493 2020 684 Thereafter — $ 18,804 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 had been classified by the MA DOR as a Massachusetts security corporation for the 2006 and 2007 tax years. Following subsequent correspondence with the MA DOR and a settlement conference on March 22, 2011, the Company received a Notice of Assessment from the MA DOR 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, the Company recorded a liability representing its best estimate at that time of the potential net worth tax exposure. The tax benefits available to a Massachusetts security corporation are composed of (i) a different rate structure (1.32% on gross investment income vs. 9.5% on net income) (See Note 12) and (ii) exemption from the 0.26% excise tax on net worth. As of the date of the ruling, the Company had recorded a liability of approximately $257 to account for the tax differential in all open years, including penalties and interest. On August 17, 2011, the Company filed Applications for Abatement with the MA DOR. In January 2012, the Company filed Petitions for Formal Procedure with the Massachusetts Appellate Tax Board (the “ATB”). A trial took place in April 2014, and in May 2015 the ATB ruled in favor of the MA DOR. During the second quarter of 2015, the Company accepted an amnesty offer from the MA DOR and paid all amounts due. Litigation From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At December 31, 2015 and 2014, 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Stock Option Plans In September 1999, the Company approved a stock option plan (the “1999 Plan”) that provided for the issuance of shares of common stock incentives. The 1999 Plan provided for the granting of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), and stock grants. These incentives were offered to the Company’s employees, officers, directors, consultants, and advisors. Each option is exercisable at such times and subject to such terms as determined by the Company’s Board of Directors (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 of the Company 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 remain in effect and 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 compensation committee of the Board of Directors of the Company. 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, 7,475,399 shares have been added to the 2007 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 December 31, 2015, a total of 1,839,744 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. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2015 2014 2013 Expected volatility 47 % 78 % 67 % Expected term 6 years 6 years 5 years Risk-free interest rate 1.67 % 1.62 % 0.58 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 3.72 $ 7.22 $ 3.89 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 U.S. 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. The Company applied an estimated annual forfeiture rate in determining the expense recorded in each period. A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2015 is presented below: Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Options outstanding at December 31, 2014 3,347,657 $ 7.86 Granted 15,000 8.49 Exercised (414,490 ) 6.76 Forfeited — — Canceled (25,431 ) 13.95 Options outstanding at December 31, 2015 2,922,736 $ 7.97 1.58 $ 2,637 Options exercisable at December 31, 2015 2,922,736 $ 7.97 1.58 $ 2,637 Options vested or expected to vest at December 31, 2015 2,922,736 $ 7.97 1.58 $ 2,637 During the years ended December 31, 2015, 2014 and 2013, the total intrinsic value of options exercised (i.e. the difference between the market price of the underlying stock at exercise and the price paid by the employee to exercise the options) was $1.7 million, $4.2 million and $1.4 million, respectively, and the total amount of cash received by the Company from exercise of these options was $2.8 million, $4.8 million and $1.6 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 the grant. A summary of the restricted stock award activity under the 2007 Plan for the year ended December 31, 2015 is presented below: Shares Weighted-Average Grant Date Fair Value Per Share Aggregate Nonvested outstanding at December 31, 2014 2,279,167 $ 5.83 Granted 846,668 9.16 Vested (948,299 ) 6.38 Forfeited (189,642 ) 7.77 Nonvested outstanding at December 31, 2015 1,987,894 $ 6.93 $ 15,963 The total grant-date fair value of restricted stock awards that vested during the years ended December 31, 2015, 2014 and 2013 was $7.2 million, $5.7 million and $5.0 million, respectively. As of December 31, 2015, there was $10.7 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 1.6 years. Accrued Stock-Based Compensation The Company had approximately $1.4 million included in accrued compensation expenses on its Consolidated Balance Sheet as of December 31, 2014 related to restricted stock awards that had been approved as of that date but had not been delivered. This non-cash compensation expense was recorded as part of stock-based compensation expense in the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss). Because the shares were delivered in 2015, there was no accrual as of December 31, 2015. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Reserved Common Stock As of December 31, 2015, the Company has reserved 7,246,625 shares of common stock for use in settling outstanding options and unvested restricted stock awards that have not been issued as well as future awards available for grant under the 2007 Plan. Common Stock Repurchase Programs In August 2014, the Company announced that the Board had authorized a $20 million stock repurchase program (the “Repurchase Program”), whereby the Company was authorized to repurchase the Company’s common stock from time to time on the open market or in privately negotiated transactions. In May 2015, the Board amended the program to authorize an additional $10 million to be used for such purchases. The Repurchase Program expired on December 31, 2015. During the year ended December 31, 2015, the Company repurchased 1,671,687 shares of common stock for an aggregate purchase price of $15 million pursuant to the Repurchase Program. During the year ended December 31, 2014, the Company repurchased 1,551,224 shares of common stock for an aggregate purchase price of $15 million pursuant to the Repurchase Program. Repurchased shares are recorded under the cost method and are reflected as treasury stock in the Company’s accompanying Consolidated Balance Sheets. All repurchased shares were funded with cash on hand. Share Repurchase In December 2014, the Company entered into a Purchase Agreement with TCV V, L.P. (“TCV V”) and TCV Member Fund, L.P. (“TCV Member Fund” and collectively with TCV V, “TCV”), both related parties, pursuant to which the Company agreed to repurchase from TCV 1,000,000 shares of the Company’s common stock for an aggregate price of approximately $9.8 million. The purchase price per share of common stock was equal to 97% of the closing price of the common stock on the Nasdaq Global Market on December 8, 2014. The repurchase closed on December 10, 2014, and these shares are included in the 1,551,224 shares of common stock purchased under the Repurchase Program discussed above. A member of the Company’s Board is also a member of the general partner of TCV, which holds more than 5% of the voting securities of the Company. 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 stockholders and the Company did not receive any proceeds from the offering. The Company incurred fees of approximately $0.5 million related to legal, accounting and other fees in connection with the secondary public offering, which are included in general and administrative expenses in the Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2014. 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. Pursuant to the terms of the tender offer, the Company purchased 2,250,000 shares of common stock from entities affiliated with Technology Crossover Ventures (“TCV”). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Income (loss) before provision for (benefit from) income taxes was as follows: Year Ended December 31, 2015 2014 2013 United States $ 11,040 $ 6,071 $ (3,157 ) Foreign 881 1,055 663 Income (loss) before income taxes $ 11,921 $ 7,126 $ (2,494 ) The income tax provision for (benefit from) the years ended December 31, 2015, 2014 and 2013 consisted of the following: Years Ended December 31, 2015 2014 2013 Current: Federal $ 2,500 $ 2,574 $ (2,373 ) State 167 15 34 Foreign 320 560 128 Total current 2,987 3,149 (2,211 ) Deferred: Federal 796 (424 ) 1,700 State 796 593 (157 ) Foreign 156 (273 ) 11 Total deferred 1,748 (104 ) 1,554 $ 4,735 $ 3,045 $ (657 ) The income tax provision (benefit) for the years ended December 31, 2015, 2014 and 2013 differs from the amounts computed by applying the statutory federal income tax rate to the consolidated income (loss) before income taxes as follows: Years Ended December 31, 2015 2014 2013 Provision (benefit) computed at statutory rate $ 4,172 $ 2,477 $ (848 ) (Reduction) increase resulting from: Difference in rates for foreign jurisdictions (181 ) (144 ) (65 ) Tax exempt interest income (6 ) — (6 ) Stock-based compensation (430 ) (479 ) 271 Other non-deductible expenses 14 104 116 Non-deductible officers compensation 408 492 113 State income tax provision 573 337 (228 ) Losses not benefitted 9 56 100 Secondary offering — 188 — True-up of prior year returns 197 — (154 ) Penalties and interest — 15 15 Other (21 ) (1 ) 29 Provision for (benefit from) income taxes $ 4,735 $ 3,045 $ (657 ) Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 341 $ 1,151 Capital losses — 46 Deferred revenue 78 — Accruals and allowances 1,557 1,681 Stock-based compensation 5,493 5,718 Deferred rent expense 862 1,060 Gross deferred tax assets 8,331 9,656 Less valuation allowance (528 ) (1,214 ) Total deferred tax assets 7,803 8,442 Deferred tax liabilities: Intangible asset amortization (1,496 ) (904 ) Deferred revenue — (44 ) Depreciation (2,679 ) (2,063 ) Total deferred tax liabilities (4,175 ) (3,011 ) Net deferred tax assets $ 3,628 $ 5,431 As reported: Current deferred tax assets $ 2,317 $ 2,674 Non-current deferred tax assets $ 1,893 $ 3,230 Non-current deferred tax liabilities $ 582 $ 473 In evaluating the ability to realize the net deferred tax asset, the Company considers all available evidence, both positive and negative, including past operating results, the existence of cumulative losses in the most recent fiscal years, tax planning strategies that are prudent and feasible, and forecasts of future taxable income. In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business of the Company. Changes in the Company’s assumptions and estimates may materially impact income tax expense for the period. The valuation allowance of $528 and $1,214 at December 31, 2015 and 2014, respectively, relates primarily to foreign net operating losses (“NOLs”) that the Company determined were not more likely than not to be realized based on projections of future taxable income in China and Hong Kong. The valuation allowance (decreased)/increased by ($686), $56 and $100 during the years ended December 31, 2015, 2014 and 2013, respectively. To the extent realization of the deferred tax assets for foreign net operating losses becomes more likely than not, recognition of these acquired tax benefits would reduce income tax expense. As of December 31, 2015, the Company has a federal NOL carryforward of approximately $0.2 million, which may be used to offset future taxable income. The federal NOL is attributable to excess tax deductions from share-based payments, the benefit of which would be credited to additional paid-in capital when the deductions reduce cash taxes payable. The federal NOL carryforward will expire in 2034. The Company considers the excess of its financial reporting over its tax basis in its investment in foreign subsidiaries essentially permanent in duration and as such has not recognized a deferred tax liability related to this difference. The amount of unrecognized tax benefits at December 31, 2015 was approximately $0.2 million. The amount of unrecognized tax benefits that impact the effective tax rate, if recognized, is approximately $0.2 million. It is not expected that the amount of unrecognized tax benefits will change significantly within the next twelve months. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 2013 Balance at beginning of year $ 672 $ 657 $ 642 Reductions due to amnesty and settlement (160 ) — — Payments (336 ) — — Gross increases related to positions taken in prior periods 8 15 15 Balance at end of year $ 184 $ 672 $ 657 In late March 2010, the Company received a letter from the MA DOR requesting documentation demonstrating that TSC, a wholly-owned subsidiary of the Company, had been classified by the MA DOR as a Massachusetts security corporation for the 2006 and 2007 tax years. Following 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 would be treated as a Massachusetts business corporation for the applicable years. The Company recorded a tax reserve of approximately $0.4 million. The tax benefits available to a Massachusetts security corporation are composed 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 (see Note 9). On August 17, 2011, the Company filed Applications for Abatement with the MA DOR. In January 2012, the Company filed Petitions under Formal Procedure with the ATB. A trial took place in April 2014, and in May 2015 the ATB ruled in favor of the MA DOR. As of the date of the ruling, the Company had recorded a current liability of approximately $677 to account for the tax differential in all open years, which included penalties and interest 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. During the second quarter of 2015, the Company accepted an amnesty offer from the MA DOR and paid all amounts due. The Company recognized interest and penalties totaling $8 on its uncertain tax positions in income tax expense in 2015. The Company files income tax returns in the U.S. and in foreign jurisdictions. Generally, the Company is no longer subject to U.S., state, local and foreign income tax examinations by tax authorities in its major jurisdictions for years before 2012, except to the extent of net operating loss and tax credit carryforwards from those years. Major taxing jurisdictions include the U.S., both federal and state. As of December 31, 2015, the Company had a California NOL carryforward acquired from Bitpipe of approximately $0.2 million, which may be used to offset future taxable income and expires in 2018. The Company has foreign NOL carryforwards of $1.4 million, which may be used to offset future taxable income in foreign jurisdictions until they expire, through 2020. The deferred tax assets relating to the NOLs are fully offset by a valuation allowance. The current year decrease in the valuation allowance relates primarily to the write off of the deferred tax asset for state net operating loss carryforwards and the corresponding valuation allowance previously recognized. The Company determined the NOLs were not more likely than not to be realized based on projections of future taxable income in California, China, and Hong Kong. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $3.1 million as of December 31, 2015. The Company has not provided any additional federal or state income taxes or foreign withholding taxes on the undistributed earnings as such earnings have been indefinitely reinvested in the business. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings is not practicably determinable. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 13. 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**: Years Ended December 31, 2015 2014 2013 United States $ 85,284 $ 81,921 $ 65,386 International 26,542 24,282 23,110 Total $ 111,826 $ 106,203 $ 88,496 Long-lived assets*** by geographic area were as follows: Years Ended December 31, 2015 2014 United States $ 99,091 $ 100,042 International 4,980 6,147 Total $ 104,071 $ 106,189 * based on current customer billing address; does not consider the geo-targeted (target audience) location of the campaign ** no single country outside of the U.S. accounted for 10% or more of revenue during any of these periods *** comprised of property, plant and equipment, net; goodwill; and intangible assets, net |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
401(k) Plan | 14. 401(k) Plan The Company maintains a 401(k) retirement savings plan (the “Plan”) whereby employees may elect to defer a portion of their salary and contribute the deferred portion to the Plan. The Company contributes an amount equal to 50% of the employee’s contribution to the Plan, up to an annual limit of two thousand dollars. The Company contributed $0.9 million, $0.7 million and $0.7 million to the Plan for the years ended December 31, 2015, 2014 and 2013, respectively. Employee contributions and the Company’s matching contributions are invested in one or more collective investment funds at the participant’s direction. The Company’s matching contributions vest 25% annually and are 100% vested after four consecutive years of service. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | 15. Quarterly Financial Data (unaudited) For the Three Months Ended 2015 2014 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Total revenues $ 23,658 $ 29,757 $ 29,007 $ 29,404 $ 22,977 $ 26,148 $ 26,432 $ 30,646 Total cost of revenues 6,984 7,596 7,512 7,811 6,637 7,128 6,754 7,528 Total gross profit 16,674 22,161 21,495 21,593 16,340 19,020 19,678 23,118 Total operating expenses 16,518 17,941 18,042 17,252 16,143 17,099 17,921 19,534 Operating income 156 4,220 3,453 4,341 197 1,921 1,757 3,584 Net income $ 347 $ 2,829 $ 2,041 $ 1,969 $ 135 $ 1,303 $ 938 $ 1,705 Net income per common share: Basic $ 0.01 $ 0.09 $ 0.06 $ 0.06 $ 0.00 $ 0.04 $ 0.03 $ 0.05 Diluted $ 0.01 $ 0.08 $ 0.06 $ 0.06 $ 0.00 $ 0.04 $ 0.03 $ 0.05 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On February 10, 2016, the Company announced that the Board had authorized a $20 million stock repurchase program, whereby the Company is authorized to repurchase the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in the manner that may be determined by the Board. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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, Bitpipe, Inc., TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Beijing) Information Technology Consulting Co. Ltd. (“TTGT Consulting”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”) and TechTarget Germany GmbH. Bitpipe, Inc. features websites that provide in-depth vendor generated content targeted to corporate IT professionals. TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. 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 TTGT Consulting, 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”). TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. Knowledgestorm, Inc. was merged into TechTarget, Inc. in 2015. 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 |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications are not material and had no effect on the reported results of operations. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 revenues, 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 revenues from the sale of targeted advertising campaigns, which are delivered via its network of websites, data analytics solutions, and events. In all cases, 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 Offerings IT Deal Alert Core Online. Demand Solutions . Brand Solutions . Custom Content . Other . Events 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-term 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. See Note 3 for further information on the fair value of the Company’s investments. The fair value of contingent consideration was estimated using a discounted cash flow method described in Note 4. |
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 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 were impaired. The Company did not have any intangible assets with indefinite lives as of December 31, 2015 or 2014. |
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 its 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. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2015, 2014 and 2013. Balance at Beginning of Year Provision Acquired in Business Combinations Write-offs, Net of Recoveries Balance at Year ended December 31, 2013 $ 911 $ 564 — $ (562 ) $ 913 Year ended December 31, 2014 $ 913 $ 708 — $ (607 ) $ 1,014 Year ended December 31, 2015 $ 1,014 $ 805 — $ (104 ) $ 1,715 |
Property and Equipment and Other Capitalized Assets | Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are 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 the following estimated useful lives: Estimated Useful Life Furniture and fixtures 5 years Computer equipment and software 3 years Internal-use software and website development costs 3–5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2015 2014 Furniture and fixtures $ 794 $ 831 Computer equipment and software 4,051 4,567 Leasehold improvements 1,510 1,508 Internal-use software and website development costs 20,934 18,034 27,289 24,940 Less: accumulated depreciation and amortization (18,367 ) (15,725 ) $ 8,922 $ 9,215 Depreciation expense was $4.0 million, $4.1 million and $3.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $1.3 million, $0.1 million and $2.7 million of fully depreciated assets that were no longer in service during 2015, 2014 and 2013, respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations. |
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 $2.9 million, $3.0 million and $3.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. No single customer represented 10% or more of total accounts receivable at December 31, 2015 or 2014. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2015, 2014 or 2013. |
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 employee compensation plans which are more fully described in Note 10. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statement of Operations and Comprehensive Income (Loss) 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 | 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 adjustments. There were no material reclassifications out of accumulated other comprehensive income (loss) in the periods ended December 31, 2015, 2014 or 2013. |
Foreign Currency | Foreign Currency The functional currency for each of the Company’s subsidiaries is the local currency of the country in which it is incorporated. 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, undelivered 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. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows: For the Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) $ 7,186 $ 4,081 $ (1,837 ) Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 32,963,185 33,010,162 37,886,492 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 32,963,185 33,010,162 37,886,492 Effect of potentially dilutive shares 1,512,620 1,630,349 — Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 34,475,805 34,640,511 37,886,492 Calculation of Net Income (Loss) Per Common Share: Basic: Net income (loss) applicable to common stockholders $ 7,186 $ 4,081 $ (1,837 ) Weighted average shares of stock outstanding 32,963,185 33,010,162 37,886,492 Net income (loss) per common share $ 0.22 $ 0.12 $ (0.05 ) Diluted: Net income (loss) applicable to common stockholders $ 7,186 $ 4,081 $ (1,837 ) Weighted average shares of stock outstanding 34,475,805 34,640,511 37,886,492 Net income (loss) per common share(1) $ 0.21 $ 0.12 $ (0.05 ) (1) In calculating diluted earnings per share, 1.1 million, 1.0 million and 5.3 million shares related to outstanding stock options and unvested, undelivered restricted stock awards were excluded for the years ended December 31, 2015, 2014 and 2013, respectively, because they were anti-dilutive. Additionally, shares used to calculate diluted earnings per share exclude 0.5 million shares related to outstanding stock options and unvested, undelivered restricted stock awards for the year ended December 31, 2013 that would have been dilutive if the Company had net income during that period. |
Recent Accounting Pronouncements open | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (Subtopic 350-40) , In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10)—Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Changes in Company's Allowance for Doubtful Accounts | Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2015, 2014 and 2013. Balance at Beginning of Year Provision Acquired in Business Combinations Write-offs, Net of Recoveries Balance at Year ended December 31, 2013 $ 911 $ 564 — $ (562 ) $ 913 Year ended December 31, 2014 $ 913 $ 708 — $ (607 ) $ 1,014 Year ended December 31, 2015 $ 1,014 $ 805 — $ (104 ) $ 1,715 |
Estimated Useful Lives of Property and Equipment and Other Capitalized Assets | Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 5 years Computer equipment and software 3 years Internal-use software and website development costs 3–5 years Leasehold improvements Shorter of useful life or remaining duration of lease |
Property and Equipment and Other Capitalized Assets | Property and equipment and other capitalized assets consist of the following: As of December 31, 2015 2014 Furniture and fixtures $ 794 $ 831 Computer equipment and software 4,051 4,567 Leasehold improvements 1,510 1,508 Internal-use software and website development costs 20,934 18,034 27,289 24,940 Less: accumulated depreciation and amortization (18,367 ) (15,725 ) $ 8,922 $ 9,215 |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows: For the Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) $ 7,186 $ 4,081 $ (1,837 ) Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 32,963,185 33,010,162 37,886,492 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 32,963,185 33,010,162 37,886,492 Effect of potentially dilutive shares 1,512,620 1,630,349 — Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 34,475,805 34,640,511 37,886,492 Calculation of Net Income (Loss) Per Common Share: Basic: Net income (loss) applicable to common stockholders $ 7,186 $ 4,081 $ (1,837 ) Weighted average shares of stock outstanding 32,963,185 33,010,162 37,886,492 Net income (loss) per common share $ 0.22 $ 0.12 $ (0.05 ) Diluted: Net income (loss) applicable to common stockholders $ 7,186 $ 4,081 $ (1,837 ) Weighted average shares of stock outstanding 34,475,805 34,640,511 37,886,492 Net income (loss) per common share(1) $ 0.21 $ 0.12 $ (0.05 ) (1) In calculating diluted earnings per share, 1.1 million, 1.0 million and 5.3 million shares related to outstanding stock options and unvested, undelivered restricted stock awards were excluded for the years ended December 31, 2015, 2014 and 2013, respectively, because they were anti-dilutive. Additionally, shares used to calculate diluted earnings per share exclude 0.5 million shares related to outstanding stock options and unvested, undelivered restricted stock awards for the year ended December 31, 2013 that would have been dilutive if the Company had net income during that period. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds(1) $ 122 $ 122 $ — $ — Short-term investments(2) 10,646 — 10,646 — Long-term investments(2) 9,262 — 9,262 — Total assets $ 20,030 $ 122 $ 19,908 $ — Liabilities: Contingent consideration – current(3) $ 1,326 $ — $ — $ 1,326 Total liabilities $ 1,326 $ — $ — $ 1,326 Fair Value Measurements at Reporting Date Using December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Money market funds(1) $ 1,071 $ 1,071 $ — $ — Short-term investments(2) 5,480 — 5,480 — Long-term investments(2) 13,428 — 13,428 — Total assets $ 19,979 $ 1,071 $ 18,908 $ — Liabilities: Contingent consideration – non-current(3) $ 1,114 $ — $ — $ 1,114 Total liabilities $ 1,114 $ — $ — $ 1,114 (1) Included in cash and cash equivalents on the accompanying consolidated balance sheets; valued at quoted market prices in active markets. (2) Short-term and long-term investments consist of municipal bonds, corporate bonds and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. (3) The Company’s valuation techniques and Level 3 inputs used to estimate the fair value of contingent consideration payable in connection with the LeMagIT acquisition are described in Note 4. As the final payment of $1.3 million, net of a $0.4 million remaining contingency, was paid in January 2016, the remaining value of the contingent consideration was reclassified from non-current to current during 2015. Remeasurement of the contingent consideration to fair value is included in General and Administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). |
Significant Unobservable Inputs (Level 3) [Member] | |
Roll-forward of Fair Value of Contingent Consideration Categorized as Level 3 | The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the years ended December 31, 2013, 2014 and 2015: Fair Value Balance as of December 31, 2012 $ 1,180 Currency translation impact on contingent liabilities 28 Remeasurement of contingent liabilities 288 Balance as of December 31, 2013 $ 1,496 Currency translation impact on contingent liabilities (204 ) Payments on contingent liabilities (545 ) Amortization of discount on contingent liabilities 47 Remeasurement of contingent liabilities 320 Balance as of December 31, 2014 $ 1,114 Currency translation impact on contingent liabilities (127 ) Amortization of discount on contingent liabilities 305 Remeasurement of contingent liabilities 34 Balance as of December 31, 2015 $ 1,326 |
Cash, Cash Equivalents and In28
Cash, Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following: As of December 31, 2015 2014 Cash $ 14,661 $ 18,204 Money market funds 122 1,071 Total cash and cash equivalents $ 14,783 $ 19,275 |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: December 31, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: Government agency bonds $ 7,615 $ — $ (15 ) $ 7,600 Municipal bonds 11,818 — (14 ) 11,804 Corporate bonds 505 — (1 ) 504 Total short-term and long-term investments $ 19,938 $ — $ (30 ) $ 19,908 December 31, 2014 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: Government agency bonds $ 6,632 $ — $ (14 ) $ 6,618 Municipal bonds 12,307 4 (21 ) 12,290 Total short-term and long-term investments $ 18,939 $ 4 $ (35 ) $ 18,908 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows: As of December 31, 2015 2014 Balance as of beginning of year $ 93,979 $ 94,171 Goodwill adjustment during the year — — Effect of exchange rate changes (278 ) (192 ) Balance as of end of year $ 93,701 $ 93,979 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: As of December 31, 2015 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-9 $ 6,996 $ (6,379 ) $ 617 Developed websites, technology and patents 10 1,222 (603 ) 619 Trademark, trade name and domain name 5-8 1,819 (1,685 ) 134 Proprietary user information database and Internet traffic 5 1,232 (1,154 ) 78 Non-compete agreements 3 76 (76 ) — Total intangible assets $ 11,345 $ (9,897 ) $ 1,448 As of December 31, 2014 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Net Customer, affiliate and advertiser relationships 5-9 $ 7,079 $ (5,480 ) $ 1,599 Developed websites, technology and patents 10 1,361 (499 ) 862 Trademark, trade name and domain name 5-8 1,859 (1,598 ) 261 Proprietary user information database and Internet traffic 3-5 1,270 (1,024 ) 246 Non-compete agreements 3 85 (58 ) 27 Total intangible assets $ 11,654 $ (8,659 ) $ 2,995 |
Schedule of Amortization Expense of Intangible Assets | The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization 2016 824 2017 163 2018 101 2019 85 2020 72 Thereafter 203 $ 1,448 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s noncancelable operating leases at December 31, 2015 are as follows: Years Ending December 31: Minimum Lease Payments 2016 $ 4,803 2017 4,346 2018 4,478 2019 4,493 2020 684 Thereafter — $ 18,804 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fair Values of Options Granted Estimated Using Weighted-Average Assumptions | The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2015 2014 2013 Expected volatility 47 % 78 % 67 % Expected term 6 years 6 years 5 years Risk-free interest rate 1.67 % 1.62 % 0.58 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 3.72 $ 7.22 $ 3.89 |
Summary of Stock Option Activity Under Company's Stock Option Plans | A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2015 is presented below: Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Aggregate Options outstanding at December 31, 2014 3,347,657 $ 7.86 Granted 15,000 8.49 Exercised (414,490 ) 6.76 Forfeited — — Canceled (25,431 ) 13.95 Options outstanding at December 31, 2015 2,922,736 $ 7.97 1.58 $ 2,637 Options exercisable at December 31, 2015 2,922,736 $ 7.97 1.58 $ 2,637 Options vested or expected to vest at December 31, 2015 2,922,736 $ 7.97 1.58 $ 2,637 |
Summary of Restricted Stock Award Activity Under 2007 Stock Plan | A summary of the restricted stock award activity under the 2007 Plan for the year ended December 31, 2015 is presented below: Shares Weighted-Average Grant Date Fair Value Per Share Aggregate Nonvested outstanding at December 31, 2014 2,279,167 $ 5.83 Granted 846,668 9.16 Vested (948,299 ) 6.38 Forfeited (189,642 ) 7.77 Nonvested outstanding at December 31, 2015 1,987,894 $ 6.93 $ 15,963 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Provision for (Benefit from) Income Taxes | Income (loss) before provision for (benefit from) income taxes was as follows: Year Ended December 31, 2015 2014 2013 United States $ 11,040 $ 6,071 $ (3,157 ) Foreign 881 1,055 663 Income (loss) before income taxes $ 11,921 $ 7,126 $ (2,494 ) |
Income Tax Provision for (Benefit from) | The income tax provision for (benefit from) the years ended December 31, 2015, 2014 and 2013 consisted of the following: Years Ended December 31, 2015 2014 2013 Current: Federal $ 2,500 $ 2,574 $ (2,373 ) State 167 15 34 Foreign 320 560 128 Total current 2,987 3,149 (2,211 ) Deferred: Federal 796 (424 ) 1,700 State 796 593 (157 ) Foreign 156 (273 ) 11 Total deferred 1,748 (104 ) 1,554 $ 4,735 $ 3,045 $ (657 ) |
Difference by Applying the Statutory Federal Income Tax Rate | The income tax provision (benefit) for the years ended December 31, 2015, 2014 and 2013 differs from the amounts computed by applying the statutory federal income tax rate to the consolidated income (loss) before income taxes as follows: Years Ended December 31, 2015 2014 2013 Provision (benefit) computed at statutory rate $ 4,172 $ 2,477 $ (848 ) (Reduction) increase resulting from: Difference in rates for foreign jurisdictions (181 ) (144 ) (65 ) Tax exempt interest income (6 ) — (6 ) Stock-based compensation (430 ) (479 ) 271 Other non-deductible expenses 14 104 116 Non-deductible officers compensation 408 492 113 State income tax provision 573 337 (228 ) Losses not benefitted 9 56 100 Secondary offering — 188 — True-up of prior year returns 197 — (154 ) Penalties and interest — 15 15 Other (21 ) (1 ) 29 Provision for (benefit from) income taxes $ 4,735 $ 3,045 $ (657 ) |
Significant Components of the Company's Net Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 341 $ 1,151 Capital losses — 46 Deferred revenue 78 — Accruals and allowances 1,557 1,681 Stock-based compensation 5,493 5,718 Deferred rent expense 862 1,060 Gross deferred tax assets 8,331 9,656 Less valuation allowance (528 ) (1,214 ) Total deferred tax assets 7,803 8,442 Deferred tax liabilities: Intangible asset amortization (1,496 ) (904 ) Deferred revenue — (44 ) Depreciation (2,679 ) (2,063 ) Total deferred tax liabilities (4,175 ) (3,011 ) Net deferred tax assets $ 3,628 $ 5,431 As reported: Current deferred tax assets $ 2,317 $ 2,674 Non-current deferred tax assets $ 1,893 $ 3,230 Non-current deferred tax liabilities $ 582 $ 473 |
Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 2013 Balance at beginning of year $ 672 $ 657 $ 642 Reductions due to amnesty and settlement (160 ) — — Payments (336 ) — — Gross increases related to positions taken in prior periods 8 15 15 Balance at end of year $ 184 $ 672 $ 657 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Net Sales to Unaffiliated Customers by Geographic Area | Net sales to unaffiliated customers by geographic area* were as follows**: Years Ended December 31, 2015 2014 2013 United States $ 85,284 $ 81,921 $ 65,386 International 26,542 24,282 23,110 Total $ 111,826 $ 106,203 $ 88,496 |
Long-Lived Assets by Geographic Area | Long-lived assets*** by geographic area were as follows: Years Ended December 31, 2015 2014 United States $ 99,091 $ 100,042 International 4,980 6,147 Total $ 104,071 $ 106,189 * based on current customer billing address; does not consider the geo-targeted (target audience) location of the campaign ** no single country outside of the U.S. accounted for 10% or more of revenue during any of these periods *** comprised of property, plant and equipment, net; goodwill; and intangible assets, net |
Quarterly Financial Data (una35
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | For the Three Months Ended 2015 2014 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Total revenues $ 23,658 $ 29,757 $ 29,007 $ 29,404 $ 22,977 $ 26,148 $ 26,432 $ 30,646 Total cost of revenues 6,984 7,596 7,512 7,811 6,637 7,128 6,754 7,528 Total gross profit 16,674 22,161 21,495 21,593 16,340 19,020 19,678 23,118 Total operating expenses 16,518 17,941 18,042 17,252 16,143 17,099 17,921 19,534 Operating income 156 4,220 3,453 4,341 197 1,921 1,757 3,584 Net income $ 347 $ 2,829 $ 2,041 $ 1,969 $ 135 $ 1,303 $ 938 $ 1,705 Net income per common share: Basic $ 0.01 $ 0.09 $ 0.06 $ 0.06 $ 0.00 $ 0.04 $ 0.03 $ 0.05 Diluted $ 0.01 $ 0.08 $ 0.06 $ 0.06 $ 0.00 $ 0.04 $ 0.03 $ 0.05 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015GroupingWebsite | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | Website | 150 |
Number of distinct media groups | Grouping | 9 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2015USD ($)CustomerSegmentReporting_Unit | Dec. 31, 2014USD ($)Customer | Dec. 31, 2013USD ($) | Mar. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of reporting segment | Segment | 1 | |||
Number of reporting unit | Reporting_Unit | 1 | |||
Intangible assets with indefinite lives | $ 0 | $ 0 | ||
Depreciation expense | 3,982,000 | 4,060,000 | $ 3,823,000 | |
Write off of fully depreciated assets no longer in service | 1,300,000 | 100,000 | 2,700,000 | |
Capitalized internal-use software and website development costs | 2,900,000 | 3,000,000 | $ 3,600,000 | |
Non-current deferred tax assets | $ 1,893,000 | $ 3,230,000 | ||
Accounting Standards Update 2015-17 [Member] | Subsequent Event [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Non-current deferred tax assets | $ 2,300,000 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers represented 10% or more of total accounts receivable | Customer | 0 | 0 | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers accounted for Specific revenue | Customer | 0 | 0 | ||
Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 10 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Summary of Changes in Company's Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Regulatory Assets [Abstract] | |||
Balance at Beginning of Year | $ 1,014 | $ 913 | $ 911 |
Provision | 805 | 708 | 564 |
Acquired in Business Combinations | 0 | 0 | 0 |
Write-offs, Net of Recoveries | (104) | (607) | (562) |
Balance at End of Year | $ 1,715 | $ 1,014 | $ 913 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment and Other Capitalized Assets (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining duration of lease |
Minimum [Member] | Internal-use software and website development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum [Member] | Internal-use software and website development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Property and Equipment and Other Capitalized Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,289 | $ 24,940 |
Less: accumulated depreciation and amortization | (18,367) | (15,725) |
Property and equipment, net | 8,922 | 9,215 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 794 | 831 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,051 | 4,567 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,510 | 1,508 |
Internal-use software and website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,934 | $ 18,034 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net income (loss) | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 1,705 | $ 938 | $ 1,303 | $ 135 | $ 7,186 | $ 4,081 | $ (1,837) |
Basic: | |||||||||||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 32,963,185 | 33,010,162 | 37,886,492 | ||||||||
Diluted: | |||||||||||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 32,963,185 | 33,010,162 | 37,886,492 | ||||||||
Effect of potentially dilutive shares | 1,512,620 | 1,630,349 | |||||||||
Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares | 34,475,805 | 34,640,511 | 37,886,492 | ||||||||
Basic: | |||||||||||
Net income (loss) applicable to common stockholders | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 1,705 | $ 938 | $ 1,303 | $ 135 | $ 7,186 | $ 4,081 | $ (1,837) |
Weighted average shares of stock outstanding | 32,963,185 | 33,010,162 | 37,886,492 | ||||||||
Net income (loss) per common share | $ 0.06 | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.22 | $ 0.12 | $ (0.05) |
Diluted: | |||||||||||
Net income (loss) applicable to common stockholders | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 1,705 | $ 938 | $ 1,303 | $ 135 | $ 7,186 | $ 4,081 | $ (1,837) |
Weighted average shares of stock outstanding | 34,475,805 | 34,640,511 | 37,886,492 | ||||||||
Net income (loss) per common share | $ 0.06 | $ 0.06 | $ 0.08 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.21 | $ 0.12 | $ (0.05) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Share (Parenthetical) (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 1.1 | 1 | 5.3 |
Stock Options and Unvested Restricted Stock Awards [Member] | |||
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 | 0.5 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Total | $ 20,030 | $ 19,979 |
Liabilities: | ||
Total liabilities | 1,326 | 1,114 |
Money Market Funds [Member] | ||
Assets: | ||
Total | 122 | 1,071 |
Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | 1,326 | |
Contingent Consideration - Non - Current [Member] | ||
Liabilities: | ||
Total liabilities | 1,114 | |
Short-Term Investments [Member] | ||
Assets: | ||
Total | 10,646 | 5,480 |
Long-term Investments [Member] | ||
Assets: | ||
Total | 9,262 | 13,428 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Total | 122 | 1,071 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Total | 122 | 1,071 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total | 19,908 | 18,908 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total | 10,646 | 5,480 |
Significant Other Observable Inputs (Level 2) [Member] | Long-term Investments [Member] | ||
Assets: | ||
Total | 9,262 | 13,428 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total liabilities | 1,326 | 1,114 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | $ 1,326 | |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Non - Current [Member] | ||
Liabilities: | ||
Total liabilities | $ 1,114 |
Fair Value Measurements - Ass44
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Parenthetical) (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 1,326 |
LeMagIT [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 1,300 |
Remaining contingent consideration | $ 400 |
Fair Value Measurements - Roll-
Fair Value Measurements - Roll-forward of Fair Value of Contingent Consideration Categorized as Level 3 (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |||
Beginning Balance | $ 1,114 | $ 1,496 | $ 1,180 |
Currency translation impact on contingent liabilities | (127) | (204) | 28 |
Payments on contingent liabilities | (545) | ||
Amortization of discount on contingent liabilities | 305 | 47 | |
Remeasurement of contingent liabilities | 34 | 320 | 288 |
Ending Balance | $ 1,326 | $ 1,114 | $ 1,496 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) | Dec. 17, 2012USD ($)Installment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | $ 1,200,000 | $ 1,200,000 | ||
Discount rate of projected net cash flows | 10.00% | |||
Contingent consideration | $ 1,326,000 | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price of acquisitions | $ 5,200,000 | |||
Significant Unobservable Inputs (Level 3) [Member] | ||||
Business Acquisition [Line Items] | ||||
Discount rate of projected net cash flows | 28.00% | |||
LeMagIT [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | $ 2,200,000 | |||
Potential future earnout | $ 700,000 | |||
Number of installments for acquisition cost | Installment | 2 | |||
Contingent consideration | 1,300,000 | |||
Remaining contingent consideration | $ 400,000 |
Cash, Cash Equivalents and In47
Cash, Cash Equivalents and Investments - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Security | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash and Cash Equivalents [Abstract] | |||
Liquid investments with maturities | 3 months | ||
Cumulative unrealized (loss) gain, net of taxes | $ (19,000) | $ (20,000) | $ 10,000 |
Material realized gains or losses | $ 0 | $ 0 | $ 0 |
Number of securities in unrealized loss position | Security | 16 | ||
Unrealized loss available for sale securities, less than 6 months | $ 30,000 | ||
Unrealized loss available for sale securities fair value, less than 6 months | $ 18,900,000 | ||
Maximum duration of security | 6 months | ||
Municipal bonds maturity Start - date | Jul. 31, 2016 | ||
Municipal bonds maturity End - date | Apr. 30, 2018 |
Cash, Cash Equivalents and In48
Cash, Cash Equivalents and Investments - Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 14,661 | $ 18,204 | ||
Money market funds | 122 | 1,071 | ||
Total cash and cash equivalents | $ 14,783 | $ 19,275 | $ 15,412 | $ 48,409 |
Cash, Cash Equivalents and In49
Cash, Cash Equivalents and Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 19,938 | $ 18,939 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (30) | (35) |
Estimated Fair Value | 19,908 | 18,908 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 7,615 | 6,632 |
Gross Unrealized Losses | (15) | (14) |
Estimated Fair Value | 7,600 | 6,618 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 11,818 | 12,307 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (14) | (21) |
Estimated Fair Value | 11,804 | $ 12,290 |
Corporate Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 505 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | $ 504 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance as of beginning of year | $ 93,979 | $ 94,171 |
Goodwill adjustment during the year | 0 | 0 |
Effect of exchange rate changes | (278) | (192) |
Balance as of end of year | $ 93,701 | $ 93,979 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,345 | $ 11,654 |
Accumulated Amortization | (9,897) | (8,659) |
Total intangible assets | 1,448 | 2,995 |
Customer, Affiliate and Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,996 | 7,079 |
Accumulated Amortization | (6,379) | (5,480) |
Total intangible assets | $ 617 | $ 1,599 |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 1,222 | $ 1,361 |
Accumulated Amortization | (603) | (499) |
Total intangible assets | 619 | 862 |
Trademarks, Trade Names and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,819 | 1,859 |
Accumulated Amortization | (1,685) | (1,598) |
Total intangible assets | $ 134 | 261 |
Proprietary User Information Database and Internet Traffic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Gross Carrying Amount | $ 1,232 | 1,270 |
Accumulated Amortization | (1,154) | (1,024) |
Total intangible assets | $ 78 | $ 246 |
Non-compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Gross Carrying Amount | $ 76 | $ 85 |
Accumulated Amortization | $ (76) | (58) |
Total intangible assets | $ 27 | |
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] | Trademarks, Trade Names and Domain Name [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 | |
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] | Trademarks, Trade Names and Domain Name [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 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period | 2 years 4 months 28 days | ||
Amortization of intangible assets | $ 1,382,000 | $ 1,762,000 | $ 2,223,000 |
Write off of intangible assets | $ 0 | $ 5,900,000 | |
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 ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 824 | |
2,017 | 163 | |
2,018 | 101 | |
2,019 | 85 | |
2,020 | 72 | |
Thereafter | 203 | |
Total intangible assets | $ 1,448 | $ 2,995 |
Bank Demand Loan Payable - Addi
Bank Demand Loan Payable - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Amended and Restated Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility bearing interest rate | Prime rate less 1.00% | |
Revolving loan agreement, outstanding | $ 0 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility maximum borrowing | $ 5,000,000 | |
Revolving loan agreement, outstanding | $ 0 | |
Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility maximum borrowing | $ 5,000,000 | |
Prime rate | 1.00% | |
LIBOR margin | Plus 1.25% | |
Unused line fees | $ 0 | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Amended and Restated Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument basis spread on variable rate | 1.25% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015ft² | Nov. 30, 2010ft² | Aug. 31, 2009ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Commitments and Contingencies [Line Items] | ||||||
Lease expiration date | Mar. 31, 2020 | |||||
Lease agreement for office | ft² | 87,875 | |||||
Lease agreement commenced | Feb. 28, 2010 | |||||
Lease agreement period | 10 years | |||||
Total rent expense under the Company's leases | $ | $ 3,900,000 | $ 4,100,000 | $ 4,000,000 | |||
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% | |||||
Tax differential including penalties and interest | $ | $ 257,000 | |||||
Charges, claims related to litigation | $ | $ 0 | $ 0 | ||||
Amended Newton Lease [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Additional lease space agreement | ft² | 8,400 | |||||
Second Amended Newton Lease [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Additional lease space agreement | ft² | 14,203 |
Commitments and Contingencies56
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 4,803 |
2,017 | 4,346 |
2,018 | 4,478 |
2,019 | 4,493 |
2,020 | 684 |
Thereafter | 0 |
Future minimum lease payments, Total | $ 18,804 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Intrinsic value of options exercised | $ 1,700,000 | $ 4,200,000 | $ 1,400,000 |
Cash received from exercise of options | 2,802,000 | 4,804,000 | 1,560,000 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 10,700,000 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | ||
Accrued compensation expenses | $ 675,000 | 3,043,000 | |
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 | 7,475,399 | ||
Shares available for grant | 1,839,744 | ||
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 | ||
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 | $ 7,200,000 | 5,700,000 | $ 5,000,000 |
Accrued compensation expenses | $ 0 | $ 1,400,000 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Values of Options Granted Estimated Using Weighted-Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 47.00% | 78.00% | 67.00% |
Expected term | 6 years | 6 years | 5 years |
Risk-free interest rate | 1.67% | 1.62% | 0.58% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value per share | $ 3.72 | $ 7.22 | $ 3.89 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plans (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options outstanding, beginning balance | shares | 3,347,657 |
Options Outstanding, Granted | shares | 15,000 |
Options Outstanding, Exercised | shares | (414,490) |
Options Outstanding, Forfeited | shares | 0 |
Options Outstanding, Cancelled | shares | (25,431) |
Options outstanding, ending balance | shares | 2,922,736 |
Options Outstanding, Options exercisable | shares | 2,922,736 |
Options Outstanding, Options vested or expected to vest | shares | 2,922,736 |
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ / shares | $ 7.86 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 8.49 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 6.76 |
Weighted-Average Exercise Price Per Share, Forfeited | $ / shares | 0 |
Weighted- Average Exercise Price Per Share, Cancelled | $ / shares | 13.95 |
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | $ / shares | 7.97 |
Weighted- Average Exercise Price Per Share, Options exercisable | $ / shares | 7.97 |
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ / shares | $ 7.97 |
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 1 year 6 months 29 days |
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 1 year 6 months 29 days |
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 1 year 6 months 29 days |
Aggregate Intrinsic Value, Options outstanding | $ | $ 2,637 |
Aggregate Intrinsic Value, Options exercisable | $ | 2,637 |
Aggregate Intrinsic Value, Options vested or expected to vest | $ | $ 2,637 |
Stock-Based Compensation - Su60
Stock-Based Compensation - Summary of Restricted Stock Award Activity under 2007 Stock Plan (Detail) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Nonvested outstanding, beginning balance | shares | 2,279,167 |
Shares, Granted | shares | 846,668 |
Shares, Vested | shares | (948,299) |
Shares, Forfeited | shares | (189,642) |
Shares, Nonvested outstanding, ending balance | shares | 1,987,894 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ / shares | $ 5.83 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 9.16 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 6.38 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 7.77 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 6.93 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 15,963 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Oct. 24, 2013 | Sep. 25, 2013 | Dec. 31, 2014 | May. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | May. 31, 2015 | Aug. 31, 2014 | Sep. 23, 2013 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||||
Common stock reserved for use in settling outstanding option and unvested restricted stock awards | 7,246,625 | |||||||||
Common stock repurchase amount | $ 10,000,000 | |||||||||
Share repurchase closing date | Dec. 31, 2015 | |||||||||
Common stock repurchased, shares | 7,100,565 | |||||||||
Common stock repurchase, amount | $ 35,600,000 | $ 15,098,000 | $ 14,989,000 | $ 12,409,000 | ||||||
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 | $ 500,000 | |||||||||
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 | |||||||||
Total cost of shares repurchased | 35,500,000 | |||||||||
Repurchase of stock cost of repurchase of stock | $ 100,000 | $ 140,000 | ||||||||
Period of expiration of tender offer | Oct. 24, 2013 | |||||||||
Affiliated Entity [Member] | ||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||||
Common stock repurchased, shares | 2,250,000 | |||||||||
2014 Program [Member] | ||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||||
Common stock repurchase amount | $ 20,000,000 | |||||||||
Share repurchase closing date | Dec. 10, 2014 | |||||||||
Common stock repurchased, shares | 1,000,000 | 1,671,687 | 1,551,224 | |||||||
Common stock repurchase, amount | $ 9,800,000 | $ 15,000,000 | $ 15,000,000 | |||||||
Percentage of purchase price per share equivalent to closing price of common stock | 97.00% | |||||||||
Percentage of voting securities | 5.00% | 5.00% |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 11,040 | $ 6,071 | $ (3,157) |
Foreign | 881 | 1,055 | 663 |
Income (loss) before income taxes | $ 11,921 | $ 7,126 | $ (2,494) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision for (Benefit from) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 2,500 | $ 2,574 | $ (2,373) |
State | 167 | 15 | 34 |
Foreign | 320 | 560 | 128 |
Total current | 2,987 | 3,149 | (2,211) |
Deferred: | |||
Federal | 796 | (424) | 1,700 |
State | 796 | 593 | (157) |
Foreign | 156 | (273) | 11 |
Total deferred | 1,748 | (104) | 1,554 |
Provision for (benefit from) income taxes | $ 4,735 | $ 3,045 | $ (657) |
Income Taxes - Difference by Ap
Income Taxes - Difference by Applying the Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) computed at statutory rate | $ 4,172 | $ 2,477 | $ (848) |
(Reduction) increase resulting from: | |||
Difference in rates for foreign jurisdictions | (181) | (144) | (65) |
Tax exempt interest income | (6) | (6) | |
Stock-based compensation | (430) | (479) | 271 |
Other non-deductible expenses | 14 | 104 | 116 |
Non-deductible officers compensation | 408 | 492 | 113 |
State income tax provision | 573 | 337 | (228) |
Losses not benefitted | 9 | 56 | 100 |
Secondary offering | 188 | ||
True-up of prior year returns | 197 | (154) | |
Penalties and interest | 15 | 15 | |
Other | (21) | (1) | 29 |
Provision for (benefit from) income taxes | $ 4,735 | $ 3,045 | $ (657) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Company's Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 341 | $ 1,151 |
Capital losses | 46 | |
Deferred revenue | 78 | |
Accruals and allowances | 1,557 | 1,681 |
Stock-based compensation | 5,493 | 5,718 |
Deferred rent expense | 862 | 1,060 |
Gross deferred tax assets | 8,331 | 9,656 |
Less valuation allowance | (528) | (1,214) |
Total deferred tax assets | 7,803 | 8,442 |
Deferred tax liabilities: | ||
Intangible asset amortization | (1,496) | (904) |
Deferred revenue | (44) | |
Depreciation | (2,679) | (2,063) |
Total deferred tax liabilities | (4,175) | (3,011) |
Net deferred tax assets | 3,628 | 5,431 |
As reported: | ||
Current deferred tax assets | 2,317 | 2,674 |
Non-current deferred tax assets | 1,893 | 3,230 |
Non-current deferred tax liabilities | $ 582 | $ 473 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ 528 | $ 1,214 | ||
Increase (decrease) in valuation allowance | $ (686) | 56 | $ 100 | |
NOL carryforwards expiration year | Dec. 31, 2018 | |||
Unrecognized tax expenses | $ 184 | $ 672 | $ 657 | $ 642 |
Unrecognized tax benefits that impact the effective tax rate, if recognized | 200 | |||
Income tax reserve arising from difference in rates applicable to corporations | $ 400 | |||
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% | |||
Tax differential including penalties and interest | $ 257 | |||
Undistributed earnings, foreign subsidiaries | 3,100 | |||
State and Local Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
Tax differential including penalties and interest | 677 | |||
Foreign Country [Member] | ||||
Income Taxes [Line Items] | ||||
NOL carryforwards | $ 1,400 | |||
NOL carryforwards expiration year | Dec. 31, 2020 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
NOL carryforwards | $ 200 | |||
NOL carryforwards expiration year | Dec. 31, 2034 | |||
Federal and State Taxing Authorities [Member] | ||||
Income Taxes [Line Items] | ||||
Tax differential including penalties and interest | $ 8 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 672 | $ 657 | $ 642 |
Reductions due to amnesty and settlement | (160) | ||
Payments | (336) | ||
Gross increases related to positions taken in prior periods | 8 | 15 | 15 |
Balance at end of year | $ 184 | $ 672 | $ 657 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment Information - Net Sales
Segment Information - Net Sales to Unaffiliated Customers by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales, Total | $ 29,404 | $ 29,007 | $ 29,757 | $ 23,658 | $ 30,646 | $ 26,432 | $ 26,148 | $ 22,977 | $ 111,826 | $ 106,203 | $ 88,496 |
United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales, Total | 85,284 | 81,921 | 65,386 | ||||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales, Total | $ 26,542 | $ 24,282 | $ 23,110 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 104,071 | $ 106,189 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 99,091 | 100,042 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 4,980 | $ 6,147 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Company's contribution to the plan, percentage | 50.00% | ||
Company's contribution to the plan, amount | $ 900,000 | $ 700,000 | $ 700,000 |
Company's matching contributions vesting annually | 25.00% | ||
Company's matching contributions vesting after four consecutive years of service | 100.00% | ||
Vesting period identified for vesting purpose | 4 years | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Annual contribution by employer | $ 2,000 |
Quarterly Financial Data - Quar
Quarterly Financial Data - Quarterly Financial Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 29,404 | $ 29,007 | $ 29,757 | $ 23,658 | $ 30,646 | $ 26,432 | $ 26,148 | $ 22,977 | $ 111,826 | $ 106,203 | $ 88,496 |
Total cost of revenues | 7,811 | 7,512 | 7,596 | 6,984 | 7,528 | 6,754 | 7,128 | 6,637 | 29,903 | 28,047 | 27,133 |
Total gross profit | 21,593 | 21,495 | 22,161 | 16,674 | 23,118 | 19,678 | 19,020 | 16,340 | 81,923 | 78,156 | 61,363 |
Total operating expenses | 17,252 | 18,042 | 17,941 | 16,518 | 19,534 | 17,921 | 17,099 | 16,143 | 69,753 | 70,697 | 63,597 |
Operating income | 4,341 | 3,453 | 4,220 | 156 | 3,584 | 1,757 | 1,921 | 197 | 12,170 | 7,459 | (2,234) |
Net income | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 1,705 | $ 938 | $ 1,303 | $ 135 | $ 7,186 | $ 4,081 | $ (1,837) |
Net income per common share: | |||||||||||
Basic | $ 0.06 | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.22 | $ 0.12 | $ (0.05) |
Diluted | $ 0.06 | $ 0.06 | $ 0.08 | $ 0.01 | $ 0.05 | $ 0.03 | $ 0.04 | $ 0 | $ 0.21 | $ 0.12 | $ (0.05) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Feb. 10, 2016 | May. 31, 2015 |
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 10,000,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 20,000,000 |