Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TTGT | |
Entity Registrant Name | TechTarget Inc | |
Entity Central Index Key | 1,293,282 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,219,741 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 28,654 | $ 14,783 |
Short-term investments | 14,115 | 10,646 |
Accounts receivable, net of allowance for doubtful accounts of $1,941 and $1,715 as of June 30, 2016 and December 31, 2015, respectively | 30,029 | 26,549 |
Prepaid taxes | 3,739 | 5,306 |
Prepaid expenses and other current assets | 2,584 | 2,192 |
Total current assets | 79,121 | 59,476 |
Property and equipment, net of accumulated depreciation | 9,525 | 8,922 |
Long-term investments | 5,698 | 9,262 |
Goodwill | 93,649 | 93,701 |
Intangible assets, net of accumulated amortization | 910 | 1,448 |
Deferred tax assets | 3,057 | 4,210 |
Other assets | 839 | 840 |
Total assets | 192,799 | 177,859 |
Current liabilities: | ||
Accounts payable | 1,770 | 1,807 |
Current portion of term loan | 4,907 | |
Accrued expenses and other current liabilities | 3,269 | 3,112 |
Accrued compensation expenses | 794 | 675 |
Contingent consideration | 1,326 | |
Income taxes payable | 88 | 516 |
Deferred revenue | 11,226 | 7,595 |
Total current liabilities | 22,054 | 15,031 |
Long-term liabilities: | ||
Long-term portion of term loan | 44,739 | |
Deferred rent | 2,349 | 2,245 |
Deferred tax liabilities | 578 | 582 |
Total liabilities | 69,720 | 17,858 |
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, 51,418,783 shares issued and 27,245,270 shares outstanding at June 30, 2016 and 50,927,426 shares issued and 32,039,853 shares outstanding at December 31, 2015 | 51 | 51 |
Treasury stock, 24,173,513 shares at June 30, 2016 and 18,887,573 shares at December 31, 2015, at cost | (155,130) | (113,949) |
Additional paid-in capital | 294,785 | 293,003 |
Accumulated other comprehensive loss | (196) | (322) |
Accumulated deficit | (16,431) | (18,782) |
Total stockholders' equity | 123,079 | 160,001 |
Total liabilities and stockholders' equity | $ 192,799 | $ 177,859 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 1,941 | $ 1,715 |
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 | 51,418,783 | 50,927,426 |
Common stock, shares outstanding | 27,245,270 | 32,039,853 |
Treasury stock, shares | 24,173,513 | 18,887,573 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Revenues: | |||||
Online | $ 27,726 | $ 27,736 | $ 51,995 | $ 50,784 | |
Events | 1,448 | 2,021 | 2,210 | 2,631 | |
Total revenues | 29,174 | 29,757 | 54,205 | 53,415 | |
Cost of revenues: | |||||
Online | [1] | 6,813 | 6,719 | 13,471 | 13,248 |
Events | 791 | 877 | 1,326 | 1,332 | |
Total cost of revenues | 7,604 | 7,596 | 14,797 | 14,580 | |
Gross profit | 21,570 | 22,161 | 39,408 | 38,835 | |
Operating expenses: | |||||
Selling and marketing | [1] | 11,028 | 10,958 | 22,088 | 21,299 |
Product development | [1] | 1,945 | 2,032 | 3,953 | 3,808 |
General and administrative | [1] | 3,044 | 3,591 | 6,254 | 6,611 |
Depreciation | 1,016 | 1,016 | 2,036 | 2,024 | |
Amortization of intangible assets | 233 | 344 | 535 | 717 | |
Total operating expenses | 17,266 | 17,941 | 34,866 | 34,459 | |
Operating income | 4,304 | 4,220 | 4,542 | 4,376 | |
Interest and other (expense) income, net | (508) | 250 | (566) | 87 | |
Income before provision for income taxes | 3,796 | 4,470 | 3,976 | 4,463 | |
Provision for income taxes | 1,397 | 1,641 | 1,625 | 1,287 | |
Net income | 2,399 | 2,829 | 2,351 | 3,176 | |
Other comprehensive (loss) income, net of tax: | |||||
Unrealized gain (loss) on investments (net of tax effect of $3, $(2), $15 and $9, respectively) | 5 | (5) | 27 | 15 | |
Foreign currency translation (losses) gains | (67) | (4) | 99 | (156) | |
Other comprehensive (loss) income | (62) | (9) | 126 | (141) | |
Comprehensive income | $ 2,337 | $ 2,820 | $ 2,477 | $ 3,035 | |
Net income per common share: | |||||
Basic | $ 0.08 | $ 0.09 | $ 0.07 | $ 0.10 | |
Diluted | $ 0.07 | $ 0.08 | $ 0.07 | $ 0.09 | |
Weighted average common shares outstanding: | |||||
Basic | 31,817 | 33,268 | 32,205 | 33,202 | |
Diluted | 32,938 | 34,989 | 33,249 | 34,956 | |
[1] | Amounts include stock-based compensation expense as follows: Cost of online revenues $ 27 $ 16 $ 54 $ 30 Selling and marketing 921 650 1,843 1,339 Product development 43 27 79 37 General and administrative 485 623 1,050 1,357 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Unrealized gain (loss) on investments, tax effect | $ 3 | $ (2) | $ 15 | $ 9 |
Cost of Online Revenues [Member] | ||||
Allocated stock-based compensation expense | 27 | 16 | 54 | 30 |
Selling and Marketing [Member] | ||||
Allocated stock-based compensation expense | 921 | 650 | 1,843 | 1,339 |
Product Development [Member] | ||||
Allocated stock-based compensation expense | 43 | 27 | 79 | 37 |
General and Administrative [Member] | ||||
Allocated stock-based compensation expense | $ 485 | $ 623 | $ 1,050 | $ 1,357 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Activities: | ||
Net income | $ 2,351 | $ 3,176 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 2,571 | 2,741 |
Provision for bad debt | 409 | 405 |
Amortization of investment premiums | 138 | 124 |
Stock-based compensation | 3,026 | 2,763 |
Non-cash interest expense | 13 | 4 |
Deferred tax provision | (251) | (159) |
Excess tax benefit-stock options | (178) | (1,983) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,886) | (6,130) |
Prepaid taxes, prepaid expenses and other current assets | (470) | 835 |
Other assets | 33 | 54 |
Accounts payable | 1 | 56 |
Income taxes payable | 1,339 | (1,807) |
Accrued expenses and other current liabilities | (622) | 1,280 |
Accrued compensation expenses | 25 | (846) |
Deferred revenue | 3,632 | 2,648 |
Other liabilities | 105 | (2,189) |
Net cash provided by operating activities | 8,236 | 972 |
Investing activities: | ||
Purchases of property and equipment and other capitalized assets | (2,648) | (1,917) |
Purchases of investments | (2,622) | |
Proceeds from sales and maturities of investments | 3,310 | |
Net cash used in investing activities | (2,648) | (1,229) |
Financing activities: | ||
Tax withholdings related to net share settlements | (1,149) | |
Excess tax benefit-stock options | 178 | 1,983 |
Purchase of treasury shares and related costs | (41,181) | (3,794) |
Registration fees | (22) | |
Payment of earnout liabilities | (459) | |
Proceeds from exercise of stock options | 1,105 | 2,003 |
Term loan proceeds | 50,000 | |
Debt issuance costs | (367) | |
Net cash provided by financing activities | 8,127 | 170 |
Effect of exchange rate changes on cash and cash equivalents | 156 | (25) |
Net increase (decrease) in cash and cash equivalents | 13,871 | (112) |
Cash and cash equivalents at beginning of period | 14,783 | 19,275 |
Cash and cash equivalents at end of period | 28,654 | 19,163 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes, net | $ 537 | $ 3,181 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2016 | |
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 for 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 140 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 | 6 Months Ended |
Jun. 30, 2016 | |
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, 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. 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. Bitpipe, Inc., a previously wholly-owned subsidiary, was merged into TechTarget, Inc. in the second quarter of 2016. 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. 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 Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles, or “GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. 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 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 consolidated 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 Creation . 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, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 3 for further information on the fair value of the Company’s investments. Amounts outstanding under our long-term debt are subject to variable rates of interest based on current market rates, and as such, we believe the carrying amount of these obligations approximates fair value. The fair value of contingent consideration was estimated using a discounted cash flow method described in Note 5. Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has only one reporting segment, it has been determined that there is only one reporting unit and goodwill is tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two step process required by ASC 350, Intangibles – Goodwill and Other Based on the aforementioned evaluation, the Company believes that, as of the balance sheet dates 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 June 30, 2016 or December 31, 2015. 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. 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. Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $0.8 million and $0.7 million for the three months ended June 30, 2016 and 2015, respectively, and $1.5 million for each of the six months ended June 30, 2016 and 2015. 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 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 includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company’s comprehensive income includes changes in the fair value of the Company’s unrealized (losses) gains on available for sale securities and foreign currency translation adjustments. There were no material reclassifications out of accumulated other comprehensive income in the periods ended June 30, 2016 or 2015. 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 loss. Net Income 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 and restricted stock award programs using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock awards is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense and assumed tax benefit of stock options and restricted stock awards that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock awards. Recent Accounting Pronouncements Accounting Guidance Adopted in 2016 In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, I ncome Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes Accounting Guidance Not Yet Adopted In May 2014, the FASB issued 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 Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients 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 (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 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) $ 23,308 $ 23,308 $ — $ — Short-term investments(2) 14,115 — 14,115 — Long-term investments(2) 5,698 — 5,698 — Total assets $ 43,121 $ 23,308 $ 19,813 $ — 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 (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 5. The contingent consideration, net of a $0.4 million holdback, was paid in January 2016. The holdback is fixed in value and is, therefore, no longer a contingent liability; it is included in current liabilities on the Company’s Consolidated Balance Sheet as of June 30, 2016. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 6 Months Ended |
Jun. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | 4. Cash, Cash Equivalents and Investments Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at date of purchase. Cash equivalents are carried at cost, which approximates their fair market value. Cash and cash equivalents consisted of the following: June 30, 2016 December 31, 2015 Cash $ 5,346 $ 14,661 Money market funds 23,308 122 Total cash and cash equivalents $ 28,654 $ 14,783 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 loss, a component of stockholders’ equity, net of tax. The cumulative unrealized gain (loss), net of taxes, was $8 and $(19) as of June 30, 2016 and December 31, 2015, respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. There were no realized gains or losses during the three or six months ended June 30, 2016 or 2015. Short-term and long-term investments consisted of the following: June 30, 2016 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: Government agency bonds $ 7,608 $ 3 $ — $ 7,611 Municipal bonds 11,689 8 (2 ) 11,695 Corporate bonds 504 3 — 507 Total short-term and long-term investments $ 19,801 $ 14 $ (2 ) $ 19,813 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 The Company had three debt securities in an unrealized loss position at June 30, 2016. All of these securities have been in such a position for no more than seven months. The unrealized loss on those securities was approximately $2 and the fair value was $3.5 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 June 30, 2016. 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. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | 5. Acquisition LeMagIT On December 17, 2012, the Company purchased all of the outstanding shares of its French partner, E-Magine Médias SAS, for approximately $2.2 million in cash plus a potential future earnout valued at $0.7 million at the time of the acquisition. Approximately $1.2 million of the cash payment was made at closing, and the remainder was paid in two equal installments in 2013 and 2014. The earnout was subject to certain revenue growth targets and the payment was adjusted each period 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 represented a Level 3 fair value measurement as defined in ASC 820, Fair Value Measurements and Disclosures The earnout payment of $1.3 million, net of a $0.4 million holdback, was paid in January 2016. The portion of the payment that related to the fair value of the earnout as of the acquisition date, amounting to approximately $0.5 million, is reflected in financing activities in the Company’s Consolidated Statement of Cash Flows for the six months ended June 30, 2016. The balance of the payment is reflected as an operating cash flow. The holdback is included in current liabilities in the Company’s Consolidated Balance Sheet as of June 30, 2016. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets The following table summarizes the Company’s intangible assets, net: As of June 30, 2016 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5–9 $ 6,912 $ (6,702 ) $ 210 Developed websites, technology and patents 10 1,244 (681 ) 563 Trademark, trade name and domain name 5–8 1,785 (1,685 ) 100 Proprietary user information database and Internet traffic 5 1,190 (1,153 ) 37 Total intangible assets $ 11,131 $ (10,221 ) $ 910 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 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 2.78 years. Amortization expense was $0.2 million and $0.3 million for the three month periods ended June 30, 2016 and 2015, respectively, and $0.5 million and $0.7 million for the six months ended June 30, 2016 and 2015, respectively. Amortization expense is recorded within operating expenses as the intangible assets consist of customer-related assets and website traffic that the Company considers to be in support of selling and marketing activities. The Company wrote off $0.1 million of fully amortized intangible assets in the first half of 2016. The Company did not write off any fully amortized intangible assets in the first half of 2015. The change in the gross carrying amount of intangible assets during the six months ended June 30, 2016, was due to foreign currency translation gains and losses. The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization Expense 2016 (July 1 st st $ 275 2017 166 2018 103 2019 87 2020 73 Thereafter 206 $ 910 |
Net Income Per Common Share
Net Income Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share | 7. Net Income Per Common Share A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per common share is as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net income $ 2,399 $ 2,829 $ 2,351 $ 3,176 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 31,816,772 33,268,089 32,205,418 33,201,859 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 31,816,772 33,268,089 32,205,418 33,201,859 Effect of potentially dilutive shares (1) 1,121,671 1,721,388 1,043,180 1,753,752 Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 32,938,443 34,989,477 33,248,598 34,955,611 Net Income Per Share: Basic net income per share $ 0.08 $ 0.09 $ 0.07 $ 0.10 Diluted net income per share $ 0.07 $ 0.08 $ 0.07 $ 0.09 (1) In calculating diluted net income per share, 0.4 million shares related to outstanding stock options and unvested restricted stock awards were excluded for each of the three and six months ended June 30, 2016, and 0.5 million shares related to outstanding stock options and unvested restricted stock awards were excluded for each of the three and six months ended June 30, 2015, because including them would have been anti-dilutive. |
Term Loan Agreement and Credit
Term Loan Agreement and Credit Agreement | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Term Loan Agreement and Credit Agreement | 8. Term Loan Agreement and Credit Agreement On May 9, 2016, the Company entered into a Senior Secured Credit Facilities Credit Agreement for a term loan (the “Term Loan Agreement”). Under the Term Loan Agreement, the Company borrowed $50 million in aggregate principal amount pursuant to a five-year term. The borrowings under the Term Loan Agreement are secured by a lien on substantially all of the assets of the Company, including a pledge of the stock of certain of its wholly-owned subsidiaries. The borrowings under the Term Loan Agreement must be repaid quarterly in the following manner: 2.5% of the initial aggregate borrowings are due and payable each quarter for the first loan year and 5.0% of the initial aggregate borrowings are due and payable each quarter during each subsequent loan year. At maturity, all outstanding amounts under the Term Loan Agreement will be due and payable. Installment payments on the principal by year and amounts included in the Company’s Consolidated Balance Sheet as of June 30, 2016 related to the Term Loan Agreement are as follows: Years Ending December 31: 2016 $ 1,250 2017 6,250 2018 10,000 2019 10,000 2020 10,000 2021 12,500 Total principal on term loan 50,000 Unamortized debt issuance costs (354 ) Carrying amount of term loan 49,646 Less: current portion of term loan, net of $93 in unamortized debt issuance costs (4,907 ) Long-term portion of term loan, net of $261 in unamortized debt issuance costs $ 44,739 Borrowings are subject to satisfaction of certain covenants, including leverage and fixed charge coverage ratio covenants. At June 30, 2016, the Company was in compliance with all covenants under the Term Loan Agreement. At the Company’s option, the Term Loan Agreement bears interest at either an annual rate of 1.50% plus the higher of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect for such day plus 0.50%, or the London Interbank Offered Rate (“LIBOR”) plus 2.50%. The applicable interest rate was 3.13% at June 30, 2016, representing LIBOR plus the applicable margin of 2.50%. Interest expense under the Term Loan Agreement was $0.2 million for the three and six months ended June 30, 2016, which includes non-cash interest expense of $13 related to the amortization of deferred issuance costs. The borrowings under the Term Loan Agreement may be prepaid by the Company at its option without penalty and must be repaid upon the occurrence of certain events including certain events of default. The Company paid a one-time upfront administration and arrangement fee on the closing date. Thereafter, a non-refundable fee shall be due and payable on each anniversary of the effective date of the Term Loan Agreement. Total debt issuance costs paid in relation to the Term Loan Agreement was approximately $0.4 million. The costs are recorded as a direct deduction from the carrying amount of the Term Loan and amortized as interest expense over the life of the Term Loan Agreement on a straight-line basis, which approximates the effective interest method. The Company used a portion of the proceeds from the Term Loan Agreement to fund a tender offer (the “Tender Offer”) to purchase up to 8.0 million of its shares of common stock, which commenced on May 10, 2016 and was concluded on June 8, 2016 (see Note 11). The Company intends to use the remaining proceeds to fund stock repurchases pursuant to its Stock Repurchase Program (see Note 11), as well as for general corporate purposes. As of December 31, 2015, the Company had a $5.0 million Revolving Credit Facility (the “Credit Agreement”), which was a discretionary $5.0 million demand revolving line. There were no financial covenant requirements and no unused line fees under the Credit Agreement, and there were no outstanding balances under the Credit Agreement at December 31, 2015. The Credit Agreement was terminated concurrent with the establishment of the Term Loan Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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. Future minimum lease payments under the Company’s noncancelable operating leases at June 30, 2016 are as follows: Years Ending December 31: Minimum Lease Payments 2016 (July 1 st st $ 2,485 2017 4,451 2018 4,504 2019 4,492 2020 683 $ 16,615 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 would 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 June 30, 2016 and December 31, 2015, 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 three to four year period. Stock options granted under the 2007 Plan expire no later than ten years after the grant date. Additionally, beginning with awards made in August 2015, the Company has the option to direct a net issuance of shares for satisfaction of tax liability with respect to vesting of awards and delivery of shares. Prior to August 2015, this choice of settlement method was solely at the discretion of the award recipient. 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, 8,224,334 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 June 30, 2016, a total of 3,727,306 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 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 six months ended June 30, 2016 is presented below: Year-to-Date Activity Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Aggregate Options outstanding at December 31, 2015 2,922,736 $ 7.97 Granted — — Exercised (232,856 ) 7.36 $ 1,099 Forfeited (26,642 ) 7.36 Cancelled (952,860 ) 7.40 Options outstanding at June 30, 2016 1,710,378 $ 8.38 1.64 $ 1,895 Options exercisable at June 30, 2016 1,710,378 $ 8.38 1.64 $ 1,895 Options vested or expected to vest at June 30, 2016 1,710,378 $ 8.38 1.64 $ 1,895 During the six months ended June 30, 2016, the total intrinsic value of options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to exercise the options) was $1.1 million, and the total amount of cash received from exercise of these options was $1.1 million. During the six months ended June 30, 2015, the total intrinsic value of options exercised was $1.4 million, and the total amount of cash received from exercise of these options was $2.0 million. 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 six months ended June 30, 2016 is presented below: Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Nonvested outstanding at December 31, 2015 1,987,894 $ 6.93 Granted — — Vested (87,249 ) 6.48 Forfeited (159,125 ) 6.66 Nonvested outstanding at June 30, 2016 1,741,520 $ 6.96 $ 14,106 The total grant date fair value of restricted stock awards that vested during the six months ended June 30, 2016 and 2015 was $1.3 million and $2.6 million, respectively. As of June 30, 2016, there was $7.5 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 1.3 years. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Tender Offer On May 10, 2016, the Company commenced a Tender Offer to purchase up to 8.0 million shares of its common stock, representing approximately 24.8% of the shares of TechTarget’s common stock issued and outstanding at that time, at a price of $7.75 per share. The Tender Offer expired on June 8, 2016. In accordance with applicable SEC regulations and the terms of the tender offer and based on the final tabulation by Computershare Trust Company, N.A., the Depositary for the Tender Offer, the Company accepted for purchase 5,237,843 shares of its common stock for a cost of $7.75 per share, or a total cost of $40.6 million. Repurchased shares are 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 $40.8 million, which includes approximately $0.2 million in costs directly attributable to the purchase of shares pursuant to the Tender Offer. Common Stock Repurchase Program In June 2016, the Company announced that the Board had authorized a $20 million stock repurchase program (the “June 2016 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 at prices and in the manner that may be determined by the Board. During the quarter ended June 30, 2016, the Company repurchased 48,097 shares of common stock for an aggregate purchase price of $0.4 million pursuant to the June 2016 Repurchase Program. In February 2016, the Company announced that the Board had authorized a $20 million stock repurchase program (the “February 2016 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 at prices and in the manner that may be determined by the Board. The 2016 Repurchase plan was canceled on May 3, 2016 and replaced with the Tender Offer noted above. The Company did not repurchase any shares of common stock pursuant to the February 2016 Repurchase Program. In August 2014, the Company announced that the Board had authorized a $20 million stock repurchase program (the “2014 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. During the six months ended June 30, 2015, the Company repurchased 410,439 shares of common stock for $3.8 million pursuant to the Repurchase Program. 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 2014 Repurchase Program. The 2014 Repurchase Program expired on December 31, 2015. Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. All repurchased shares were funded with cash on hand or proceeds from the Term Loan Agreement (see Note 8). Reserved Common Stock As of June 30, 2016, the Company has reserved 7,504,205 shares of common stock for use in settling outstanding options and unvested restricted stock awards as well as for future awards under the 2007 Plan. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s effective income tax rate before discrete items was 39.9% and 40.9% for the six months ended June 30, 2016 and 2015, respectively. The lower rate in 2016 as compared to 2015 was primarily due to the impact of state income tax apportionment. The Company recognized income tax benefits for discrete items of $0.1 million and $0.4 million during the six months ended June 30, 2016 and 2015, respectively. Additionally, the Company recognized an adjustment to foreign tax expense in the amount of $0.1 million during the six months ended June 30, 2016. The effective income tax rate is based upon the estimated annual effective tax rate in compliance with ASC 740 and other related guidance. The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company’s estimate takes into account estimations of annual pre-tax income, the geographic mix of pre-tax income and its interpretations of tax laws. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense, which were not material for the six months ended June 30, 2016 and 2015. 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. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States $ 21,523 $ 22,296 $ 40,424 $ 40,180 International 7,651 7,461 13,781 $ 13,235 Total $ 29,174 $ 29,757 $ 54,205 $ 53,415 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. Long-lived assets by geographic area were as follows: June 30, 2016 December 31, 2015 United States $ 99,439 $ 99,091 International 4,645 4,980 Total $ 104,084 $ 104,071 Long-lived assets are comprised of property, plant and equipment, net; goodwill; and intangible assets, net. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, 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. 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. Bitpipe, Inc., a previously wholly-owned subsidiary, was merged into TechTarget, Inc. in the second quarter of 2016. 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. 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 |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles, or “GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal recurring nature and have been reflected in the consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
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 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 consolidated 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 Creation . 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, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 3 for further information on the fair value of the Company’s investments. Amounts outstanding under our long-term debt are subject to variable rates of interest based on current market rates, and as such, we believe the carrying amount of these obligations approximates fair value. The fair value of contingent consideration was estimated using a discounted cash flow method described in Note 5. |
Long-Lived Assets, Goodwill and Indefinite-lived Intangible Assets | Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has only one reporting segment, it has been determined that there is only one reporting unit and goodwill is tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two step process required by ASC 350, Intangibles – Goodwill and Other Based on the aforementioned evaluation, the Company believes that, as of the balance sheet dates 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 June 30, 2016 or December 31, 2015. |
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. |
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. |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $0.8 million and $0.7 million for the three months ended June 30, 2016 and 2015, respectively, and $1.5 million for each of the six months ended June 30, 2016 and 2015. |
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 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 Comprehensive income includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company’s comprehensive income includes changes in the fair value of the Company’s unrealized (losses) gains on available for sale securities and foreign currency translation adjustments. There were no material reclassifications out of accumulated other comprehensive income in the periods ended June 30, 2016 or 2015. |
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 loss. |
Net Income Per Share | Net Income 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 and restricted stock award programs using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock awards is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense and assumed tax benefit of stock options and restricted stock awards that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock awards. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted in 2016 In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, I ncome Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes Accounting Guidance Not Yet Adopted In May 2014, the FASB issued 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 Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients 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 (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: Fair Value Measurements at Reporting Date Using June 30, 2016 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) $ 23,308 $ 23,308 $ — $ — Short-term investments(2) 14,115 — 14,115 — Long-term investments(2) 5,698 — 5,698 — Total assets $ 43,121 $ 23,308 $ 19,813 $ — 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 (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 5. The contingent consideration, net of a $0.4 million holdback, was paid in January 2016. The holdback is fixed in value and is, therefore, no longer a contingent liability; it is included in current liabilities on the Company’s Consolidated Balance Sheet as of June 30, 2016. |
Cash, Cash Equivalents and In22
Cash, Cash Equivalents and Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following: June 30, 2016 December 31, 2015 Cash $ 5,346 $ 14,661 Money market funds 23,308 122 Total cash and cash equivalents $ 28,654 $ 14,783 |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: June 30, 2016 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: Government agency bonds $ 7,608 $ 3 $ — $ 7,611 Municipal bonds 11,689 8 (2 ) 11,695 Corporate bonds 504 3 — 507 Total short-term and long-term investments $ 19,801 $ 14 $ (2 ) $ 19,813 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: As of June 30, 2016 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5–9 $ 6,912 $ (6,702 ) $ 210 Developed websites, technology and patents 10 1,244 (681 ) 563 Trademark, trade name and domain name 5–8 1,785 (1,685 ) 100 Proprietary user information database and Internet traffic 5 1,190 (1,153 ) 37 Total intangible assets $ 11,131 $ (10,221 ) $ 910 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 |
Schedule of Amortization Expense of Intangible Assets | The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization Expense 2016 (July 1 st st $ 275 2017 166 2018 103 2019 87 2020 73 Thereafter 206 $ 910 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Common Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per common share is as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Net income $ 2,399 $ 2,829 $ 2,351 $ 3,176 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 31,816,772 33,268,089 32,205,418 33,201,859 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 31,816,772 33,268,089 32,205,418 33,201,859 Effect of potentially dilutive shares (1) 1,121,671 1,721,388 1,043,180 1,753,752 Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 32,938,443 34,989,477 33,248,598 34,955,611 Net Income Per Share: Basic net income per share $ 0.08 $ 0.09 $ 0.07 $ 0.10 Diluted net income per share $ 0.07 $ 0.08 $ 0.07 $ 0.09 (1) In calculating diluted net income per share, 0.4 million shares related to outstanding stock options and unvested restricted stock awards were excluded for each of the three and six months ended June 30, 2016, and 0.5 million shares related to outstanding stock options and unvested restricted stock awards were excluded for each of the three and six months ended June 30, 2015, because including them would have been anti-dilutive. |
Term Loan Agreement and Credi25
Term Loan Agreement and Credit Agreement (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Term Loan Agreement | Installment payments on the principal by year and amounts included in the Company’s Consolidated Balance Sheet as of June 30, 2016 related to the Term Loan Agreement are as follows: Years Ending December 31: 2016 $ 1,250 2017 6,250 2018 10,000 2019 10,000 2020 10,000 2021 12,500 Total principal on term loan 50,000 Unamortized debt issuance costs (354 ) Carrying amount of term loan 49,646 Less: current portion of term loan, net of $93 in unamortized debt issuance costs (4,907 ) Long-term portion of term loan, net of $261 in unamortized debt issuance costs $ 44,739 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s noncancelable operating leases at June 30, 2016 are as follows: Years Ending December 31: Minimum Lease Payments 2016 (July 1 st st $ 2,485 2017 4,451 2018 4,504 2019 4,492 2020 683 $ 16,615 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 six months ended June 30, 2016 is presented below: Year-to-Date Activity Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Aggregate Options outstanding at December 31, 2015 2,922,736 $ 7.97 Granted — — Exercised (232,856 ) 7.36 $ 1,099 Forfeited (26,642 ) 7.36 Cancelled (952,860 ) 7.40 Options outstanding at June 30, 2016 1,710,378 $ 8.38 1.64 $ 1,895 Options exercisable at June 30, 2016 1,710,378 $ 8.38 1.64 $ 1,895 Options vested or expected to vest at June 30, 2016 1,710,378 $ 8.38 1.64 $ 1,895 |
Summary of Restricted Stock Award Activity Under 2007 Stock Plan | A summary of the restricted stock award activity under the 2007 Plan for the six months ended June 30, 2016 is presented below: Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Nonvested outstanding at December 31, 2015 1,987,894 $ 6.93 Granted — — Vested (87,249 ) 6.48 Forfeited (159,125 ) 6.66 Nonvested outstanding at June 30, 2016 1,741,520 $ 6.96 $ 14,106 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Net Sales to Unaffiliated Customers by Geographic Area | Net sales to unaffiliated customers by geographic area were as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States $ 21,523 $ 22,296 $ 40,424 $ 40,180 International 7,651 7,461 13,781 $ 13,235 Total $ 29,174 $ 29,757 $ 54,205 $ 53,415 |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: June 30, 2016 December 31, 2015 United States $ 99,439 $ 99,091 International 4,645 4,980 Total $ 104,084 $ 104,071 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016WebsiteGrouping | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | Website | 140 |
Number of distinct media groups | Grouping | 9 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Reporting_UnitSegment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
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 | $ 0 | ||
Capitalized internal-use software and website development costs | 800,000 | $ 700,000 | 1,500,000 | $ 1,500,000 | |
Non-current deferred tax assets | 3,057,000 | 3,057,000 | $ 4,210,000 | ||
Accounting Standards Update 2015-17 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Non-current deferred tax assets | $ 2,300,000 | $ 2,300,000 | |||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 10 years |
Fair Value Measurements - 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 | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Total | $ 43,121 | $ 20,030 |
Liabilities: | ||
Total liabilities | 1,326 | |
Money Market Funds [Member] | ||
Assets: | ||
Total | 23,308 | 122 |
Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | 1,326 | |
Short-Term Investments [Member] | ||
Assets: | ||
Total | 14,115 | 10,646 |
Long-term Investments [Member] | ||
Assets: | ||
Total | 5,698 | 9,262 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Total | 23,308 | 122 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Total | 23,308 | 122 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total | 19,813 | 19,908 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total | 14,115 | 10,646 |
Significant Other Observable Inputs (Level 2) [Member] | Long-term Investments [Member] | ||
Assets: | ||
Total | $ 5,698 | 9,262 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total liabilities | 1,326 | |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | $ 1,326 |
Fair Value Measurements - Ass32
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Parenthetical) (Detail) $ in Millions | Jun. 30, 2016USD ($) |
LeMagIT [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration, holdback amount | $ 0.4 |
Cash, Cash Equivalents and In33
Cash, Cash Equivalents and Investments - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)Security | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Security | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Cash and Cash Equivalents [Abstract] | |||||
Liquid investments with maturities | 3 months | ||||
Cumulative unrealized gain (loss), net of taxes | $ 8,000 | $ 8,000 | $ (19,000) | ||
Material realized gains or losses | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of securities in unrealized loss position | Security | 3 | 3 | |||
Unrealized loss available for sale securities, less than 6 months | $ 2,000 | $ 2,000 | |||
Unrealized loss available for sale securities fair value, less than 6 months | $ 3,500,000 | $ 3,500,000 | |||
Maximum duration of security | 7 months | ||||
Municipal bonds maturity Start - date | Jul. 31, 2016 | ||||
Municipal bonds maturity End - date | Apr. 30, 2018 |
Cash, Cash Equivalents and In34
Cash, Cash Equivalents and Investments - Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 5,346 | $ 14,661 | ||
Money market funds | 23,308 | 122 | ||
Total cash and cash equivalents | $ 28,654 | $ 14,783 | $ 19,163 | $ 19,275 |
Cash, Cash Equivalents and In35
Cash, Cash Equivalents and Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 19,801 | $ 19,938 |
Gross Unrealized Gains | 14 | |
Gross Unrealized Losses | (2) | (30) |
Estimated Fair Value | 19,813 | 19,908 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 7,608 | 7,615 |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (15) | |
Estimated Fair Value | 7,611 | 7,600 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 11,689 | 11,818 |
Gross Unrealized Gains | 8 | |
Gross Unrealized Losses | (2) | (14) |
Estimated Fair Value | 11,695 | 11,804 |
Corporate Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 504 | 505 |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | $ 507 | $ 504 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) $ in Thousands | Dec. 17, 2012USD ($)Installment | Jun. 30, 2016USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||
Cash paid for acquisition | $ 1,200 | $ 1,200 | |||
Discount rate of projected net cash flows | 10.00% | ||||
Contingent consideration | $ 1,326 | ||||
Payment of earnout liabilities | $ 459 | ||||
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 | ||||
Potential future earn-out | $ 700 | ||||
Number of installments for acquisition cost | Installment | 2 | ||||
Contingent consideration | 1,300 | ||||
Contingent consideration, holdback amount | 400 | ||||
Payment of earnout liabilities | $ 500 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,131 | $ 11,345 |
Accumulated Amortization | (10,221) | (9,897) |
Total intangible assets | 910 | 1,448 |
Customer, Affiliate and Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,912 | 6,996 |
Accumulated Amortization | (6,702) | (6,379) |
Total intangible assets | $ 210 | $ 617 |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 1,244 | $ 1,222 |
Accumulated Amortization | (681) | (603) |
Total intangible assets | 563 | 619 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,785 | 1,819 |
Accumulated Amortization | (1,685) | (1,685) |
Total intangible assets | $ 100 | $ 134 |
Proprietary User Information Database and Internet Traffic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Gross Carrying Amount | $ 1,190 | $ 1,232 |
Accumulated Amortization | (1,153) | (1,154) |
Total intangible assets | $ 37 | $ 78 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 3 years | |
Gross Carrying Amount | $ 76 | |
Accumulated Amortization | $ (76) | |
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 Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 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 Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 8 years | 8 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Remaining amortization period | 2 years 9 months 11 days | |||
Amortization of intangible assets | $ 233,000 | $ 344,000 | $ 535,000 | $ 717,000 |
Write off of intangible assets | $ 100,000 | $ 0 | ||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 10 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 (July 1st - December 31st) | $ 275 | |
2,017 | 166 | |
2,018 | 103 | |
2,019 | 87 | |
2,020 | 73 | |
Thereafter | 206 | |
Total intangible assets | $ 910 | $ 1,448 |
Net Income Per Common Share - R
Net Income Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net income | $ 2,399 | $ 2,829 | $ 2,351 | $ 3,176 |
Basic: | ||||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 31,816,772 | 33,268,089 | 32,205,418 | 33,201,859 |
Diluted: | ||||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 31,816,772 | 33,268,089 | 32,205,418 | 33,201,859 |
Effect of potentially dilutive shares | 1,121,671 | 1,721,388 | 1,043,180 | 1,753,752 |
Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares | 32,938,443 | 34,989,477 | 33,248,598 | 34,955,611 |
Net Income Per Share: | ||||
Basic net income per share | $ 0.08 | $ 0.09 | $ 0.07 | $ 0.10 |
Diluted net income per share | $ 0.07 | $ 0.08 | $ 0.07 | $ 0.09 |
Net Income Per Common Share -41
Net Income Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Common Share (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Options and Unvested Restricted Stock Awards [Member] | ||||
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ||||
Outstanding stock options were excluded from computation of diluted EPS | 0.4 | 0.5 | 0.4 | 0.5 |
Term Loan Agreement and Credi42
Term Loan Agreement and Credit Agreement - Additional Information (Detail) - USD ($) shares in Millions | Jun. 08, 2016 | May 09, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||||||
Applicable interest rate on borrowings | 3.13% | 3.13% | ||||
Non-cash interest expense | $ 13,000 | $ 4,000 | ||||
Total debt issuance costs paid | $ 367,000 | |||||
Tender offer commencement date | May 10, 2016 | |||||
Common stock repurchased, shares | 8 | |||||
Revolving loan agreement, outstanding | $ 0 | |||||
Senior Secured Credit Facilities Credit Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest expense | $ 200,000 | $ 200,000 | ||||
Non-cash interest expense | $ 13,000,000 | 0 | ||||
Senior Secured Credit Facilities Credit Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 50,000,000 | |||||
Debt instrument term | 5 years | |||||
Debt instrument payment frequency | Quarterly | |||||
Credit agreement bearing interest rate | Annual rate of 1.50% | |||||
Interest bearing rate | 1.50% | |||||
LIBOR margin | Plus 2.50% | |||||
Total debt issuance costs paid | $ 400,000 | |||||
Senior Secured Credit Facilities Credit Agreement [Member] | Federal Funds Effective Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable interest rate on borrowings | 0.50% | |||||
Senior Secured Credit Facilities Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument basis spread on variable rate | 2.50% | |||||
Senior Secured Credit Facilities Credit Agreement [Member] | First Loan Year [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument interest rate | 2.50% | |||||
Senior Secured Credit Facilities Credit Agreement [Member] | Subsequent Loan Year [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument interest rate | 5.00% | |||||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility maximum borrowing | 5,000,000 | |||||
Unused line fees | $ 0 |
Term Loan Agreement and Credi43
Term Loan Agreement and Credit Agreement - Summary of Term Loan Agreement (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |
Less: current portion of term loan, net of $93 in unamortized debt issuance costs | $ (4,907) |
Long-term portion of term loan, net of $261 in unamortized debt issuance costs | 44,739 |
Senior Secured Credit Facilities Credit Agreement [Member] | |
Debt Instrument [Line Items] | |
2,016 | 1,250 |
2,017 | 6,250 |
2,018 | 10,000 |
2,019 | 10,000 |
2,020 | 10,000 |
2,021 | 12,500 |
Total principal on term loan | 50,000 |
Unamortized debt issuance costs | (354) |
Carrying amount of term loan | 49,646 |
Less: current portion of term loan, net of $93 in unamortized debt issuance costs | (4,907) |
Long-term portion of term loan, net of $261 in unamortized debt issuance costs | $ 44,739 |
Term Loan Agreement and Credi44
Term Loan Agreement and Credit Agreement - Summary of Term Loan Agreement (Parenthetical) (Detail) - Senior Secured Credit Facilities Credit Agreement [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |
Debt issuance costs, current, net | $ 93 |
Debt issuance costs, noncurrent, net | $ 261 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2015ft² | Nov. 30, 2010ft² | Aug. 31, 2009ft² | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Commitments and Contingencies [Line Items] | |||||
Lease expiration date | Mar. 31, 2020 | ||||
Lease agreement for office | 87,875 | ||||
Lease agreement commenced | Feb. 28, 2010 | ||||
Lease agreement period | 10 years | ||||
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 | 8,400 | ||||
Second Amended Newton Lease [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Additional lease space agreement | 14,203 |
Commitments and Contingencies46
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2016 (July 1st - December 31st) | $ 2,485 |
2,017 | 4,451 |
2,018 | 4,504 |
2,019 | 4,492 |
2,020 | 683 |
Future minimum lease payments, Total | $ 16,615 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividend yield | 0.00% | |
Intrinsic value of options exercised | $ 1,100 | $ 1,400 |
Cash received from exercise of options | 1,105 | 2,003 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 7,500 | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 3 months 18 days | |
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 | 8,224,334 | |
Shares available for grant | 3,727,306 | |
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 | 3 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 vested | 4 years | |
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 | $ 1,300 | $ 2,600 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Options outstanding, beginning balance | 2,922,736 | |
Options Outstanding, Granted | 0 | |
Options Outstanding, Exercised | (232,856) | |
Options Outstanding, Forfeited | (26,642) | |
Options Outstanding, Cancelled | (952,860) | |
Options outstanding, ending balance | 1,710,378 | |
Options Outstanding, Options exercisable | 1,710,378 | |
Options Outstanding, Options vested or expected to vest | 1,710,378 | |
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ 7.97 | |
Weighted-Average Exercise Price Per Share, Granted | 0 | |
Weighted-Average Exercise Price Per Share, Exercised | 7.36 | |
Weighted-Average Exercise Price Per Share, Forfeited | 7.36 | |
Weighted- Average Exercise Price Per Share, Cancelled | 7.40 | |
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | 8.38 | |
Weighted- Average Exercise Price Per Share, Options exercisable | 8.38 | |
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ 8.38 | |
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 1 year 7 months 21 days | |
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 1 year 7 months 21 days | |
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 1 year 7 months 21 days | |
Aggregate Intrinsic Value, Options outstanding | $ 1,895 | |
Aggregate Intrinsic Value, Exercised | 1,895 | $ 1,099 |
Aggregate Intrinsic Value, Options vested or expected to vest | $ 1,895 |
Stock-Based Compensation - Su49
Stock-Based Compensation - Summary of Restricted Stock Award Activity under 2007 Stock Plan (Detail) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Nonvested outstanding, beginning balance | shares | 1,987,894 |
Shares, Granted | shares | 0 |
Shares, Vested | shares | (87,249) |
Shares, Forfeited | shares | (159,125) |
Shares, Nonvested outstanding, ending balance | shares | 1,741,520 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ / shares | $ 6.93 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 0 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 6.48 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 6.66 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 6.96 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 14,106 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jun. 08, 2016 | May 10, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | May 31, 2015 | Aug. 31, 2014 |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||
Percentage of purchase of shares under tender offer as to common stock issued and outstanding | 24.80% | |||||||
Common stock repurchased, shares | 8,000,000 | |||||||
Common stock repurchase amount | $ 10,000,000 | |||||||
Stock repurchase program expiration date | Dec. 31, 2015 | |||||||
2014 Program [Member] | ||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||
Common stock repurchased, shares | 0 | 48,097 | 410,439 | 1,671,687 | ||||
Common stock repurchase, amount | $ 400,000 | $ 3,800,000 | $ 15,000,000 | |||||
Common stock repurchase amount | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | |||||
Tender Offers [Member] | ||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||
Repurchase of shares | 8,000,000 | |||||||
Purchase price per share of common stock | $ 7.75 | |||||||
Common stock repurchased, shares | 5,237,843 | |||||||
Total cost of shares repurchased | $ 40,600,000 | |||||||
Common stock repurchase, amount | 40,800,000 | |||||||
Repurchase of stock cost of repurchase of stock | $ 200,000 | |||||||
Period of expiration of tender offer | Jun. 8, 2016 | |||||||
Treasury stock acquired, average cost per share | $ 7.75 | |||||||
Two Thousand And Seven Plan [Member] | ||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||||
Common stock reserved | 7,504,205 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 39.90% | 40.90% |
Income tax benefit | $ 100 | $ 400 |
Foreign Tax Expense (Benefit) | 100 | |
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 | |
State and Local Jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Tax differential including penalties and interest | $ 677 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | $ 29,174 | $ 29,757 | $ 54,205 | $ 53,415 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | 21,523 | 22,296 | 40,424 | 40,180 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | $ 7,651 | $ 7,461 | $ 13,781 | $ 13,235 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 104,084 | $ 104,071 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 99,439 | 99,091 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 4,645 | $ 4,980 |