Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TTGT | ||
Entity Registrant Name | TechTarget Inc | ||
Entity Central Index Key | 1,293,282 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 27,422,515 | ||
Entity Public Float | $ 124.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 18,485 | $ 14,783 |
Short-term investments | 10,988 | 10,646 |
Accounts receivable, net of allowance for doubtful accounts of $1,961 and $1,715 as of December 31, 2016 and 2015, respectively | 22,551 | 26,549 |
Prepaid taxes | 3,961 | 5,306 |
Prepaid expenses and other current assets | 1,952 | 2,192 |
Total current assets | 57,937 | 59,476 |
Property and equipment, net of accumulated depreciation and amortization | 9,232 | 8,922 |
Long-term investments | 7,801 | 9,262 |
Goodwill | 93,469 | 93,701 |
Intangible assets, net of accumulated amortization | 601 | 1,448 |
Deferred tax assets | 139 | 4,210 |
Other assets | 898 | 840 |
Total assets | 170,077 | 177,859 |
Current liabilities: | ||
Accounts payable | 2,100 | 1,807 |
Current portion of term loan | 6,157 | |
Accrued expenses and other current liabilities | 2,792 | 3,112 |
Accrued compensation expenses | 698 | 675 |
Income taxes payable | 122 | 516 |
Contingent consideration | 1,326 | |
Deferred revenue | 6,079 | 7,595 |
Total current liabilities | 17,948 | 15,031 |
Long-term liabilities: | ||
Long-term portion of term loan | 32,286 | |
Deferred rent | 2,080 | 2,245 |
Deferred tax liabilities | 200 | 582 |
Total liabilities | 52,514 | 17,858 |
Commitments and contingencies (See 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; 52,601,284 shares issued and 27,495,539 shares outstanding at December 31, 2016; 50,927,426 shares issued and 32,039,853 shares outstanding at December 31, 2015 | 52 | 51 |
Treasury stock, 25,105,745 and 18,887,573 shares at December 31, 2016 and 2015, respectively, at cost | (162,731) | (113,949) |
Additional paid-in capital | 296,853 | 293,003 |
Accumulated other comprehensive loss | (248) | (322) |
Accumulated deficit | (16,363) | (18,782) |
Total stockholders' equity | 117,563 | 160,001 |
Total liabilities and stockholders' equity | $ 170,077 | $ 177,859 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 1,961 | $ 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 | 52,601,284 | 50,927,426 |
Common stock, shares outstanding | 27,495,539 | 32,039,853 |
Treasury stock, shares | 25,105,745 | 18,887,573 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenues: | ||||
Online | $ 101,827 | $ 105,574 | $ 97,607 | |
Events | 4,798 | 6,252 | 8,596 | |
Total revenues | 106,625 | 111,826 | 106,203 | |
Cost of revenues: | ||||
Online | [1] | 27,545 | 26,962 | 24,629 |
Events | [1] | 2,672 | 2,941 | 3,418 |
Total cost of revenues | 30,217 | 29,903 | 28,047 | |
Gross profit | 76,408 | 81,923 | 78,156 | |
Operating expenses: | ||||
Selling and marketing | [1] | 44,316 | 43,722 | 42,836 |
Product development | [1] | 8,038 | 7,680 | 7,161 |
General and administrative | [1] | 12,370 | 12,987 | 14,878 |
Depreciation | 4,084 | 3,982 | 4,060 | |
Amortization of intangible assets | 809 | 1,382 | 1,762 | |
Total operating expenses | 69,617 | 69,753 | 70,697 | |
Operating income | 6,791 | 12,170 | 7,459 | |
Interest and other expense, net | (1,774) | (249) | (333) | |
Income before provision for income taxes | 5,017 | 11,921 | 7,126 | |
Provision for income taxes | 2,598 | 4,735 | 3,045 | |
Net income | 2,419 | 7,186 | 4,081 | |
Other comprehensive loss, net of tax: | ||||
Unrealized (loss) gain on investments (net of tax benefit (provision) of $6, $(0), and $17, respectively) | (10) | 1 | (30) | |
Foreign currency translation adjustments | 84 | (236) | (256) | |
Other comprehensive income (loss) | 74 | (235) | (286) | |
Comprehensive income | $ 2,493 | $ 6,951 | $ 3,795 | |
Net income per common share: | ||||
Basic | $ 0.08 | $ 0.22 | $ 0.12 | |
Diluted | $ 0.08 | $ 0.21 | $ 0.12 | |
Weighted average common shares outstanding: | ||||
Basic | 29,953,798 | 32,963,185 | 33,010,162 | |
Diluted | 30,773,532 | 34,475,805 | 34,640,511 | |
[1] | Amounts include stock-based compensation expense as follows: Cost of online revenues $ 112 $ 84 $ 116 Cost of events revenues - - 8 Selling and marketing 4,119 3,530 3,287 Product development 159 111 129 General and administrative 2,462 2,899 3,792 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unrealized (loss) gain on investments, tax effect | $ (6) | $ 0 | $ (17) |
Cost of Online Revenues [Member] | |||
Allocated stock-based compensation expense | 112 | 84 | 116 |
Cost of Events Revenues [Member] | |||
Allocated stock-based compensation expense | 8 | ||
Selling and Marketing [Member] | |||
Allocated stock-based compensation expense | 4,119 | 3,530 | 3,287 |
Product Development [Member] | |||
Allocated stock-based compensation expense | 159 | 111 | 129 |
General and Administrative [Member] | |||
Allocated stock-based compensation expense | $ 2,462 | $ 2,899 | $ 3,792 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2013 | $ 157,062 | $ 48 | $ (83,862) | $ 270,726 | $ 199 | $ (30,049) |
Beginning balance, shares at Dec. 31, 2013 | 47,648,102 | 15,664,662 | ||||
Issuance of common stock from stock options and restricted stock awards | 4,804 | $ 2 | 4,802 | |||
Issuance of common stock from stock options and restricted stock awards, shares | 1,939,035 | |||||
Purchase of common stock through stock repurchase program | (14,989) | $ (14,989) | ||||
Purchase of common stock through stock repurchase program, shares | 1,551,224 | |||||
Shelf registration and other fees | (62) | (62) | ||||
Excess tax benefit and shortfalls-stock options | (712) | (712) | ||||
Stock-based compensation expense | 5,948 | 5,948 | ||||
Unrealized gain (loss) on investments | (30) | (30) | ||||
Unrealized loss on foreign currency translation | (256) | (256) | ||||
Net income | 4,081 | 4,081 | ||||
Ending balance at Dec. 31, 2014 | 155,846 | $ 50 | $ (98,851) | 280,702 | (87) | (25,968) |
Ending balance, shares at Dec. 31, 2014 | 49,587,137 | 17,215,886 | ||||
Issuance of common stock from stock options and restricted stock awards | 2,802 | $ 1 | 2,801 | |||
Issuance of common stock from stock options and restricted stock awards, shares | 1,223,528 | |||||
Purchase of common stock through stock repurchase program | (15,098) | $ (15,098) | ||||
Purchase of common stock through stock repurchase program, shares | 1,671,687 | |||||
Shelf registration and other fees | (20) | (20) | ||||
Excess tax benefit and shortfalls-stock options | 3,216 | 3,216 | ||||
Stock-based compensation expense | 6,624 | 6,624 | ||||
Tax withholdings related to net share settlement of RSU's | (1,705) | (1,705) | ||||
Shares issued in payment of accrued compensation | 1,385 | 1,385 | ||||
Shares issued in payment of accrued compensation, shares | 116,761 | |||||
Unrealized gain (loss) on investments | 1 | 1 | ||||
Unrealized loss on foreign currency translation | (236) | (236) | ||||
Net income | 7,186 | 7,186 | ||||
Ending balance at Dec. 31, 2015 | 160,001 | $ 51 | $ (113,949) | 293,003 | (322) | (18,782) |
Ending balance, shares at Dec. 31, 2015 | 50,927,426 | 18,887,573 | ||||
Issuance of common stock from stock options and restricted stock awards | 4,192 | $ 1 | 4,191 | |||
Issuance of common stock from stock options and restricted stock awards, shares | 1,673,858 | |||||
Purchase of common stock through stock repurchase program | (7,988) | $ (7,988) | ||||
Purchase of common stock through stock repurchase program, shares | 980,329 | |||||
Purchase of common stock through tender offer | (40,794) | $ (40,794) | ||||
Purchase of common stock through tender offer, shares | 5,237,843 | |||||
Excess tax benefit and shortfalls-stock options | (2,747) | (2,747) | ||||
Stock-based compensation expense | 6,852 | 6,852 | ||||
Tax withholdings related to net share settlement of RSU's | (4,446) | (4,446) | ||||
Unrealized gain (loss) on investments | (10) | (10) | ||||
Unrealized loss on foreign currency translation | 84 | 84 | ||||
Net income | 2,419 | 2,419 | ||||
Ending balance at Dec. 31, 2016 | $ 117,563 | $ 52 | $ (162,731) | $ 296,853 | $ (248) | $ (16,363) |
Ending balance, shares at Dec. 31, 2016 | 52,601,284 | 25,105,745 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | |
Purchase of common stock through tender offer, related costs | $ 200 | |
Tax provision (benefit) on unrealized loss on investments | (6,000) | $ (17,000) |
Accumulated Other Comprehensive (Loss) Income [Member] | ||
Tax provision (benefit) on unrealized loss on investments | $ (6,000) | $ (17,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities: | |||
Net income | $ 2,419 | $ 7,186 | $ 4,081 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,893 | 5,364 | 5,822 |
Provision for bad debt | 894 | 805 | 708 |
Amortization of investment premiums | 308 | 236 | 291 |
Stock-based compensation | 6,852 | 6,624 | 7,332 |
Amortization of debt issuance costs | 60 | ||
Deferred tax provision (benefit) | 1,125 | 1,748 | (104) |
Excess tax benefit-stock options | (182) | (3,216) | (712) |
Other non-cash | 11 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,107 | (4,180) | (1,845) |
Prepaid taxes, prepaid expenses and other current assets | 343 | (149) | (912) |
Other assets | (52) | 262 | (594) |
Accounts payable | 299 | (921) | 56 |
Income taxes payable | 722 | (1,625) | 4,689 |
Accrued expenses and other current liabilities | (987) | 1,803 | (576) |
Accrued compensation expenses | 40 | (967) | 479 |
Deferred revenue | (1,516) | 654 | (157) |
Other liabilities | (162) | (2,372) | (341) |
Net cash provided by operating activities | 18,163 | 11,263 | 18,217 |
Investing activities: | |||
Purchases of property and equipment, and other capitalized assets | (4,410) | (3,699) | (3,847) |
Purchases of investments | (9,766) | (7,891) | (15,101) |
Proceeds from sales and maturities of investments | 10,560 | 6,657 | 14,215 |
Net cash used in investing activities | (3,616) | (4,933) | (4,733) |
Financing activities: | |||
Tax withholdings related to net share settlements | (4,446) | (1,705) | |
Excess tax benefit-stock options | 182 | 3,216 | 712 |
Purchase of treasury shares and related costs | (7,988) | (15,098) | (14,989) |
Purchase of shares through tender offer | (40,794) | ||
Registration and other fees | (20) | (62) | |
Payment of earnout liabilities | (459) | ||
Proceeds from exercise of stock options | 4,192 | 2,802 | 4,804 |
Term loan proceeds | 50,000 | ||
Debt issuance costs | (367) | ||
Term loan principal payment | (11,250) | ||
Net cash used in financing activities | (10,930) | (10,805) | (9,535) |
Effect of exchange rate changes on cash and cash equivalents | 85 | (17) | (86) |
Net increase (decrease) in cash and cash equivalents | 3,702 | (4,492) | 3,863 |
Cash and cash equivalents at beginning of period | 14,783 | 19,275 | 15,412 |
Cash and cash equivalents at end of period | 18,485 | 14,783 | 19,275 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 892 | ||
Cash paid for taxes, net | $ 711 | $ 5,369 | $ 118 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 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 enterprise information technology (“IT”) products and services, and a leading provider of purchase-intent marketing and sales services for enterprise technology vendors. The Company’s service offerings enable technology vendors to better identify, reach and influence corporate IT decision makers actively researching specific IT purchases. The Company improves vendors’ ability to impact these audiences for business growth using advanced targeting, analytics and data services complemented with customized marketing programs that integrate demand generation and brand advertising techniques. The Company operates a network of over 140 websites, each of which focuses on a specific IT sector such as storage, security or networking. IT professionals have become increasingly specialized, and they have come to rely on the Company’s sector-specific websites for purchasing decision support. The Company’s content platform enables IT professionals to navigate the complex and rapidly changing IT landscape where purchasing decisions can have significant financial and operational consequences. At critical stages of the purchase decision process, these content offerings through different channels 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 return on investment. Based upon the logical clustering of users’ respective job responsibilities and the marketing focus of the products being promoted by the Company’s customers, the Company categorizes its content offerings to address the key market opportunities and audience extensions across a portfolio of distinct media groups: Security; Networking; Storage; Data Center and Virtualization Technologies; CIO/IT Strategy; Business Applications and Analytics; Application Architecture and Development; Channel; and TechnologyGuide.com. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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., previously a 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 its 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. TTGT Consulting is established and existing under the laws of the PRC, and is wholly owned by TTGT HK. Based on these contractual arrangements, the Company consolidates the financial results of KWIT as required by Accounting Standards Codification (“ASC”) subtopic 810-10, Consolidation: Overall Reclassifications Certain prior year amounts related to deferred taxes have been reclassified for consistency with the current period presentation in connection with the adoption of new accounting pronouncements. 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 marketing and advertising campaigns, which are delivered via its network of websites, data analytics solutions, and, historically, 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 service and 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 typically offers standard 30 day cancellation terms under its agreements. 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. Additionally, the Company offers sales incentives to certain customers, primarily in the form of volume rebates, which are classified as a reduction of revenues and are calculated based on the terms of the specific customer’s contract. The Company accrues for these sales incentives based on contractual terms and historical experience. 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. Historically, the majority of the Company’s events were free to qualified attendees and certain events were based on a paid attendee model, but the Company announced on February 14, 2017 that it will be phasing out its events products. 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. The Company classifies all of its short-term and long-term investments as available-for-sale. Amounts outstanding under the Company’s long-term debt are subject to variable rates of interest based on current market rates, and as such, the Company believes 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 4. Long-Lived Assets Goodwill and Indefinite-lived Intangible Assets Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has a single reporting segment, it has been determined that there is a single reporting unit and goodwill is therefore tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two step process required by ASC 350, Intangibles—Goodwill and Other Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets was impaired. The Company did not have any intangible assets with indefinite lives as of December 31, 2016 or 2015. Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable for an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014. Balance at Beginning of Year Provision Acquired in Business Combinations Write-offs, Net of Recoveries Balance at End of Year Year ended December 31, 2014 $ 913 $ 708 — $ (607 ) $ 1,014 Year ended December 31, 2015 $ 1,014 $ 805 — $ (104 ) $ 1,715 Year ended December 31, 2016 $ 1,715 $ 894 — $ (648 ) $ 1,961 Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 5 years Computer equipment and software 3 years Internal-use software and website development costs 3–5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2016 2015 Furniture and fixtures $ 988 $ 794 Computer equipment and software 3,722 4,051 Leasehold improvements 2,050 1,510 Internal-use software and website development costs 23,782 20,934 30,542 27,289 Less: accumulated depreciation and amortization (21,310 ) (18,367 ) $ 9,232 $ 8,922 Depreciation expense was $4.1 million, $4.0 million and $4.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $1.1 million, $1.3 million and $0.1 million of fully depreciated assets that were no longer in service during 2016, 2015 and 2014, respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations. Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The Company begins to capitalize costs to develop software and website applications when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Judgment is required in determining the point at which various projects enter the state at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally four years. To the extent that the Company changes the manner in which it develops and tests new features and functionalities related to its websites, assess the ongoing value of capitalized assets or determine the estimated useful lives over which the costs are amortized, the amount of website development costs it capitalizes and amortizes in future periods would be impacted. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $2.8 million, $2.9 million and $3.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. No single customer represented 10% or more of total accounts receivable at December 31, 2016 or 2015. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2016, 2015 or 2014. 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 interest and penalties related to unrecognized tax benefits, if any, 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 gains on available for sale securities and foreign currency translation adjustments. There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2016, 2015 or 2014. 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. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2016 2015 2014 Numerator: Net income $ 2,419 $ 7,186 $ 4,081 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 29,953,798 32,963,185 33,010,162 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 29,953,798 32,963,185 33,010,162 Effect of potentially dilutive shares 819,734 1,512,620 1,630,349 Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 30,773,532 34,475,805 34,640,511 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 2,419 $ 7,186 $ 4,081 Weighted average shares of stock outstanding 29,953,798 32,963,185 33,010,162 Net income per common share $ 0.08 $ 0.22 $ 0.12 Diluted: Net income applicable to common stockholders $ 2,419 $ 7,186 $ 4,081 Weighted average shares of stock outstanding 30,773,532 34,475,805 34,640,511 Net income per common share(1) $ 0.08 $ 0.21 $ 0.12 (1) In calculating diluted earnings per share, 1.3 million, 1.1 million and 1.0 million shares related to outstanding stock options and unvested, undelivered restricted stock awards were excluded for the years ended December 31, 2016, 2015 and 2014, respectively, because they were anti-dilutive. Recent Accounting Pronouncements Accounting Guidance Adopted in 2016 In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the previous guidance, which required entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet. The guidance in ASU 2015-17 is required for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period. The Company early adopted the provisions of the new standard on January 1, 2016. Implementing the new pronouncement resulted in the Company retrospectively reclassifying approximately $2.3 million in current deferred tax assets to noncurrent as of December 31, 2015. Accounting Guidance Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. As a result, this guidance is now effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017 (January 1, 2018 for the Company) and early adoption is permitted only as of annual reporting periods (including interim reporting periods within those reporting periods) beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which further clarifies the implementation guidance on principal versus agent considerations contained in ASU 2014-09. In April and May 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, respectively, each of which provide further implementation guidance for ASU 2014-09. The Company is currently in the process of assessing the adoption methodology, which allows the standard to be applied retrospectively to each prior period presented, or with the cumulative effect recognized as of the date of initial application. The Company continues to progress in its evaluation of the impact of the adoption of the standard on other areas of its consolidated financial statements but has not yet determined whether the effect will be material to either its reported revenue or its accounting for deferred commissions balances. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosure. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted. The adoption of this guidance will result in the Company recognizing tax benefits related to stock compensation deductions as a benefit to income tax expense when they are realized. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosure. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 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) $ 4,301 $ 4,301 $ — $ — Short-term investments(2) 10,988 — 10,988 — Long-term investments(2) 7,801 — 7,801 — Total assets $ 23,090 $ 4,301 $ 18,789 $ — 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—non-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, U.S. Treasury securities and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. (3) The Company’s valuation techniques and Level 3 inputs used to estimate the fair value of contingent consideration payable in connection with the LeMagIT acquisition are described in Note 4. The contingent consideration, net of a $0.4 million holdback, was paid in January 2016. The holdback was subsequently settled with the stockholders in October 2016. The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2015. As noted, these amounts were settled in full in 2016: Fair Value Balance as of December 31, 2013 $ 1,496 Currency translation impact on contingent liabilities (204 ) Payments on contingent liabilities (545 ) Amortization of discount on contingent liabilities 47 Remeasurement of contingent liabilities 320 Balance as of December 31, 2014 $ 1,114 Currency translation impact on contingent liabilities (127 ) Amortization of discount on contingent liabilities 305 Remeasurement of contingent liabilities 34 Balance as of December 31, 2015 $ 1,326 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | 4. Acquisition LeMagIT On December 17, 2012, the Company purchased all of the outstanding shares of its French partner, E-Magine 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 year ended December 31, 2016. The payment is reflected as an operating cash flow. The holdback was subsequently settled with the stockholders in October 2016. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | 5. Cash, Cash Equivalents and Investments Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at date of purchase. Cash equivalents are carried at cost, which approximates their fair market value. Cash and cash equivalents consisted of the following: As of December 31, 2016 2015 Cash $ 14,184 $ 14,661 Money market funds 4,301 122 Total cash and cash equivalents $ 18,485 $ 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 loss, net of taxes, was $30, $19 and $20 as of December 31, 2016, 2015 and 2014, respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. There were no material realized gains or losses in 2016, 2015 or 2014. Short-term and long-term investments consisted of the following: December 31, 2016 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: U.S. Treasury securities $ 1,998 $ — $ (1 ) $ 1,997 Government agency bonds 5,012 1 (2 ) $ 5,011 Municipal bonds 9,817 — (42 ) $ 9,775 Corporate bonds 2,009 — (3 ) $ 2,006 Total short-term and long-term investments $ 18,836 $ 1 $ (48 ) $ 18,789 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 21 debt securities in an unrealized loss position at December 31, 2016. All of these securities have been in such a position for no more than six months. The unrealized loss on those securities was approximately $48 and the fair value was $13.8 million. At December 31, 2015, the Company had 16 debt securities in an unrealized loss position, and the unrealized loss on those securities was approximately $30 and the fair value was $18.9 million at that date. The Company uses specific identification when reviewing these investments for impairment. Because the Company does not intend to sell the investments that are in an unrealized loss position and it is not likely that the Company will be required to sell any investments before recovery of their cost basis, the Company does not consider those investments with an unrealized loss to be other-than-temporarily impaired at December 31, 2016. Municipal, government agency, and corporate bonds have contractual maturity dates that range from March 2017 to January 2019. All income generated from these investments is recorded as interest income. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows: As of December 31, 2016 2015 Balance as of beginning of year $ 93,701 $ 93,979 Effect of exchange rate changes (232 ) (278 ) Balance as of end of year $ 93,469 $ 93,701 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The following table summarizes the Company’s intangible assets, net: As of December 31, 2016 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-9 $ 6,826 $ (6,807 ) $ 19 Developed websites, technology and patents 10 1,178 (705 ) 473 Trademark, trade name and domain name 5-8 1,749 (1,664 ) 85 Proprietary user information database and Internet traffic 5 1,146 (1,122 ) 24 Total intangible assets $ 10,899 $ (10,298 ) $ 601 As of December 31, 2015 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated 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 3.27 years. Amortization expense was $0.8 million, $1.4 million and $1.8 million for the years ended December 31, 2016, 2015 and 2014, 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 2016. The Company did not write off any intangible assets in 2015. The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization Expense 2017 157 2018 97 2019 82 2020 69 2021 84 Thereafter 112 $ 601 |
Term Loan Agreement and Credit
Term Loan Agreement and Credit Agreement | 12 Months Ended |
Dec. 31, 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 and received $50 million in aggregate principal amount pursuant to a five-year term loan (the “Term Loan”). 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. 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 in May 2021, any remaining amounts outstanding 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 December 31, 2016 related to the Term Loan Agreement are as follows: Years Ending December 31: 2017 6,250 2018 10,000 2019 10,000 2020 10,000 2021 2,500 Total principal on term loan 38,750 Unamortized debt issuance costs (307 ) Carrying amount of term loan 38,443 Less: current portion of term loan, net of $93 in unamortized debt issuance costs (6,157 ) Long-term portion of term loan, net of $214 in unamortized debt issuance costs $ 32,286 The Term Loan Agreement requires the Company to maintain compliance with certain covenants, including leverage and fixed charge coverage ratio covenants. At December 31, 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 on such day plus 0.50%, or the London Interbank Offered Rate (“LIBOR”) plus 2.50%. The applicable interest rate was 3.12% at December 31, 2016, representing LIBOR plus the applicable margin of 2.50%. Interest expense under the Term Loan Agreement was $1.1 million in 2016, which includes non-cash interest expense of $60 related to the amortization of deferred issuance costs. During 2016, the Company made principal payments totaling $11.3 million which included a $10.0 million pre-payment in excess of the contractual amounts due. 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 will 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 were approximately $0.4 million. The costs were 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 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 “Prior 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 Prior Credit Agreement, and there were no outstanding balances under the Prior Credit Agreement at December 31, 2015. The Prior Credit Agreement was terminated concurrent with the establishment of the Term Loan Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 December 2021. In August 2009, the Company entered into an agreement to lease approximately 87,875 square feet of office space in Newton, Massachusetts (the “Newton Lease”). The Newton Lease commenced in February 2010 and has a term of ten years. In November 2010, the Newton Lease was amended to include an additional 8,400 square feet of office space (the “Amended Newton Lease”). The Amended Newton Lease commenced in March 2011 and runs concurrently with the term of the Newton Lease. The Company is receiving certain rent concessions over the life of the Newton Lease as well as the Amended Newton Lease. In July 2015, the Newton Lease was again amended to include an additional 14,203 square feet of office space (the “Second Amended Newton Lease”). The Second Amended Newton Lease commenced in the first quarter of 2016 and runs concurrently with the term of the Newton Lease. There are no rent concessions related to the Second Amended Newton Lease, and all rent concessions which were part of the Newton Lease and Amended Newton Lease remain unchanged. Certain of the Company’s operating leases include lease incentives and escalating payment amounts and are renewable for varying periods. The Company is recognizing the related rent expense on a straight-line basis over the term of the lease taking into account the lease incentives and escalating lease payments. Total rent expense under the Company’s leases was approximately $4.4 million, $3.9 million and $4.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Future minimum lease payments under the Company’s noncancelable operating leases at December 31, 2016 are as follows: Years Ending December 31: Minimum Lease Payments 2017 4,802 2018 4,982 2019 4,917 2020 972 2021 385 Thereafter — $ 16,058 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 December 31, 2016 and 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2016, a total of 3,623,283 shares were available for grant under the 2007 Plan. Accounting for Stock-Based Compensation The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2016 2015 2014 Expected volatility 46 % 47 % 78 % Expected term 6 years 6 years 6 years Risk-free interest rate 1.90 % 1.67 % 1.62 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 3.91 $ 3.72 $ 7.22 The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company applied an estimated annual forfeiture rate in determining the expense recorded in each period. A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2016 is presented below: Options Outstanding Weighted- Exercise Price Per Weighted- Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding at December 31, 2015 2,922,736 $ 7.97 Granted 10,000 8.49 Exercised (701,947 ) 7.12 Forfeited (26,642 ) 7.36 Canceled (1,342,767 ) 7.50 Options outstanding at December 31, 2016 861,380 $ 9.42 2.23 $ 1,296 Options exercisable at December 31, 2016 861,380 $ 9.42 2.23 $ 1,296 Options vested or expected to vest at December 31, 2016 861,380 $ 9.42 2.23 $ 1,296 During the years ended December 31, 2016, 2015 and 2014, the total intrinsic value of options exercised (i.e. the difference between the market price of the underlying stock at exercise and the price paid by the employee to exercise the options) was $1.9 million, $1.7 million and $4.2 million, respectively, and the total amount of cash received by the Company from exercise of these options was $4.2 million, $2.8 million and $4.8 million, respectively. Restricted Stock Unit Awards Restricted stock unit 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 unit award activity under the 2007 Plan for the year ended December 31, 2016 is presented below: Shares Weighted- Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2015 1,987,894 $ 6.93 Granted 901,013 9.05 Vested (671,909 ) 6.28 Forfeited (576,208 ) 5.96 Nonvested outstanding at December 31, 2016 1,640,790 $ 8.54 $ 13,996 The total grant-date fair value of restricted stock unit awards that vested during the years ended December 31, 2016, 2015 and 2014 was $7.4 million, $7.2 million and $5.7 million, respectively. As of December 31, 2016, there was $11.5 million of total unrecognized compensation expense related to stock options and restricted stock unit awards which is expected to be recognized over a weighted average period of 1.9 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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 the terms of the tender offer, the Company accepted for purchase 5,237,843 shares of its common stock for a purchase price of $7.75 per share, or a total of $40.6 million. Repurchased shares were recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. The total cost of the Tender Offer was $40.8 million, which included approximately $0.2 million in costs directly attributable to the purchase of shares pursuant to the Tender Offer. In connection with the tender offer, TCV V, L.P., TCV Member Fund, L.P. (along with TCV V, L.P., referred to as the “TCV Funds”) and TCV Management 2004, L.L.C. (“TCM 2004”), each a related party, collectively tendered 3,379,249 shares of the Company’s common stock in the aggregate. Jay Hoag, a member of the Company’s board of directors at the time of the tender offer, was also a member of the general partner of the TCV Funds and a member of TCM 2004, which at the time was estimated to hold more than 5% of the voting securities of the Company. Additionally, Rogram LLC, a related party, tendered 308,713 shares in connection with the tender offer. Roger Marino, a member of the Company’s board of directors, indirectly controls shares in Rogram LLC. Common Stock Repurchase Programs 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 is authorized to repurchase the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in the manner that may be determined by the Board. During 2016, the Company repurchased 980,329 shares of common stock, respectively, for an aggregate purchase price of $8.0 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. The February 2016 Repurchase Program was canceled on May 3, 2016 in connection 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 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). Share Repurchase In December 2014, the Company entered into a Purchase Agreement with TCV V, L.P. (“TCV V”) and TCV Member Fund, L.P. (“TCV Member Fund” and collectively with TCV V, “TCV”), both related parties, pursuant to which the Company agreed to repurchase from TCV 1,000,000 shares of the Company’s common stock for an aggregate price of approximately $9.8 million. The purchase price per share of common stock was equal to 97% of the closing price of the common stock on the Nasdaq Global Market on December 8, 2014. The repurchase closed on December 10, 2014, and these shares are included in the 1,551,224 shares of common stock purchased under the Repurchase Program discussed above. A member of the Company’s Board is also a member of the general partner of TCV, which holds more than 5% of the voting securities of the Company. Secondary Offering In May 2014, the Company completed a secondary public offering of 5,750,000 shares of common stock at a price of $6.25 per share. All of the shares sold in the secondary public offering were sold by selling stockholders and the Company did not receive any proceeds from the offering. The Company incurred approximately $0.5 million of legal, accounting and other fees in connection with the secondary public offering, which are included in general and administrative expenses in the Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2014. Reserved Common Stock As of December 31, 2016, the Company has reserved 6,321,704 shares of common stock for use in settling outstanding options and unvested restricted stock awards that have not been issued as well as future awards available for grant under the 2007 Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Income before provision for income taxes was as follows: Years Ended December 31, 2016 2015 2014 U.S. $ 3,351 $ 11,040 $ 6,071 Foreign 1,666 881 1,055 Income before income taxes $ 5,017 11,921 $ 7,126 The income tax provision for the years ended December 31, 2016, 2015 and 2014 consisted of the following: Years Ended December 31, 2016 2015 2014 Current: Federal $ 1,627 $ 2,500 $ 2,574 State (569 ) 167 15 Foreign 415 320 560 Total current 1,473 2,987 3,149 Deferred: Federal 1,592 796 (424 ) State (21 ) 796 593 Foreign (446 ) 156 (273 ) Total deferred 1,125 1,748 (104 ) $ 2,598 $ 4,735 $ 3,045 The income tax provision for the years ended December 31, 2016, 2015 and 2014 differs from the amounts computed by applying the statutory federal income tax rate to the consolidated income before provision for income taxes as follows: Years Ended December 31, 2016 2015 2014 Provision computed at statutory rate $ 1,757 $ 4,172 $ 2,477 Increase resulting from: Difference in rates for foreign jurisdictions (146 ) (181 ) (144 ) Tax exempt interest income (21 ) (6 ) — Stock-based compensation 315 (430 ) (479 ) Other non-deductible expenses 67 14 104 Non-deductible officers compensation 738 408 492 State income tax provision (380 ) 573 337 Losses not benefitted 1 9 56 Secondary offering — — 188 Subsidiary earnings taxed in the US 253 — — True-up of prior year returns 11 197 — Penalties and interest — — 15 Other 3 (21 ) (1 ) Provision for income taxes $ 2,598 $ 4,735 $ 3,045 Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 308 $ 341 Deferred revenue 187 78 Accruals and allowances 1,721 1,557 Stock-based compensation 1,656 5,493 Deferred rent expense 809 862 Gross deferred tax assets 4,681 8,331 Less valuation allowance (443 ) (528 ) Total deferred tax assets 4,238 7,803 Deferred tax liabilities: Intangible asset amortization (1,865 ) (1,496 ) Depreciation (2,434 ) (2,679 ) Total deferred tax liabilities (4,299 ) (4,175 ) Net deferred tax (liability) assets $ (61 ) $ 3,628 As reported: Non-current deferred tax assets $ 139 $ 4,210 Non-current deferred tax liabilities $ 200 $ 582 In evaluating the ability to realize the net deferred tax asset, the Company considers all available evidence, both positive and negative, including past operating results, the existence of cumulative losses in the most recent fiscal years, tax planning strategies that are prudent and feasible, and forecasts of future taxable income. In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business of the Company. Changes in the Company’s assumptions and estimates may materially impact income tax expense for the period. The valuation allowance of $0.4 million and $0.5 million at December 31, 2016 and 2015, respectively, relates primarily to foreign net operating losses (“NOLs”) that the Company determined were not more likely than not to be realized based on projections of future taxable income in China and Hong Kong. The valuation allowance (decreased)/increased by $(85), $(686) and $56 during the years ended December 31, 2016, 2015 and 2014, respectively. To the extent realization of the deferred tax assets for foreign net operating losses becomes more likely than not, recognition of these acquired tax benefits would reduce income tax expense. As of December 31, 2016, the Company has a federal NOL carryforward of approximately $36, which may be used to offset future taxable income. The federal NOL carryforward will expire in 2033. The Company considers the excess of its financial reporting over its tax basis in its investment in foreign subsidiaries essentially permanent in duration and as such has not recognized a deferred tax liability related to this difference. The Company had no unrecognized tax benefits at December 31, 2016. It is not expected that the amount of unrecognized tax benefits will change significantly within the next twelve months. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2016, 2015, and 2014 is as follows: 2016 2015 2014 Balance at beginning of year $ 184 $ 672 $ 657 Reductions due to amnesty and settlement (188 ) (160 ) — Payments — (336 ) — Gross increases related to positions taken in prior periods 4 8 15 Balance at end of year $ — $ 184 $ 672 In late March 2010, the Company received a letter from the Massachusetts Department of Revenue (the “MA DOR”) requesting documentation demonstrating that TSC, a wholly-owned subsidiary of the Company, had been classified by the MA DOR as a Massachusetts security corporation for the 2006 and 2007 tax years. Following subsequent correspondence with the MA DOR, the Company determined that it was more likely than not that the MA DOR would require an adjustment to correct TSC’s tax filings such that it would be treated as a Massachusetts business corporation for the applicable years. The Company recorded a tax reserve of approximately $0.4 million. The tax benefits available to a Massachusetts security corporation are composed of (i) a different rate structure (1.32% on gross investment income vs. 9.5% on net income) and (ii) exemption from the 0.26% excise tax on net worth (see Note 9). On August 17, 2011, the Company filed Applications for Abatement with the MA DOR. In January 2012, the Company filed Petitions under Formal Procedure with the ATB. A trial took place in April 2014, and in May 2015 the ATB ruled in favor of the MA DOR. As of the date of the ruling, the Company had recorded a current liability of approximately $677 to account for the tax differential in all open years, which included penalties and interest for the potential state income tax liability arising from the difference between the income tax rates applicable to security corporations and business corporations in Massachusetts. During the second quarter of 2015, the Company accepted an amnesty offer from the MA DOR and paid all amounts due. The Company files income tax returns in the U.S. and in foreign jurisdictions. Generally, the Company is no longer subject to U.S., state, local and foreign income tax examinations by tax authorities in its major jurisdictions for years before 2013, except to the extent of net operating loss and tax credit carryforwards from those years. Major taxing jurisdictions include the U.S., both federal and state. As of December 31, 2016, the Company had state NOL carryforwards of approximately $1.3 million, which may be used to offset future taxable income and expire at various dates through 2033. The Company has foreign NOL carryforwards of $1.0 million, which may be used to offset future taxable income in foreign jurisdictions until they expire at various dates through 2021. The deferred tax assets relating to the foreign NOLs are fully offset by a valuation allowance. The current year decrease in the valuation allowance relates primarily to the write off of the deferred tax asset for state and foreign net operating loss carryforwards and the corresponding valuation allowance previously recognized. The Company determined the foreign NOLs were not more likely than not to be realized based on projections of future taxable income China and Hong Kong. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $5.1 million as of December 31, 2016. The Company has not provided any additional federal or state income taxes or foreign withholding taxes on the undistributed earnings as such earnings have been indefinitely reinvested in the business. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings is not practicably determinable. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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**: Years Ended December 31, 2016 2015 2014 U.S. $ 79,535 $ 85,284 $ 81,921 International 27,090 26,542 24,282 Total $ 106,625 $ 111,826 $ 106,203 Long-lived assets*** by geographic area were as follows: Years Ended December 31, 2016 2015 U.S. $ 98,330 $ 99,091 International 4,972 4,980 Total $ 103,302 $ 104,071 * based on current customer billing address; does not consider the geo-targeted (target audience) location of the campaign ** No single country outside of the U.S. accounted for 10% or more of revenue during any of these periods. *** comprised of property, plant and equipment, net; goodwill; and intangible assets, net |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
401(k) Plan | 14. 401(k) Plan The Company maintains a 401(k) retirement savings plan (the “Plan”) whereby employees may elect to defer a portion of their salary and contribute the deferred portion to the Plan. The Company contributes an amount equal to 50% of the employee’s contribution to the Plan, up to an annual limit of two thousand dollars. The Company contributed $0.9 million, $0.9 million and $0.7 million to the Plan for the years ended December 31, 2016, 2015 and 2014, respectively. Employee contributions and the Company’s matching contributions are invested in one or more collective investment funds at the participant’s direction. The Company’s matching contributions vest 25% annually and are 100% vested after four consecutive years of service. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | 15. Quarterly Financial Data (unaudited) For the Three Months Ended 2016 2015 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Total revenues $ 25,031 $ 29,174 $ 25,750 $ 26,670 $ 23,658 $ 29,757 $ 29,007 $ 29,404 Total cost of revenues 7,193 7,604 7,612 7,808 6,984 7,596 7,512 7,811 Total gross profit 17,838 21,570 18,138 18,862 16,674 22,161 21,495 21,593 Total operating expenses 17,600 17,266 17,589 17,162 16,518 17,941 18,042 17,252 Operating income 238 4,304 549 1,700 156 4,220 3,453 4,341 Net income (loss) $ (48 ) $ 2,399 $ (22 ) $ 90 $ 347 $ 2,829 $ 2,041 $ 1,969 Net income (loss) per common share: Basic $ (0.00 ) $ 0.08 $ (0.00 ) $ 0.00 $ 0.01 $ 0.09 $ 0.06 $ 0.06 Diluted $ (0.00 ) $ 0.07 $ (0.00 ) $ 0.00 $ 0.01 $ 0.08 $ 0.06 $ 0.06 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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., previously a 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 its 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. TTGT Consulting is established and existing under the laws of the PRC, and is wholly owned by TTGT HK. Based on these contractual arrangements, the Company consolidates the financial results of KWIT as required by Accounting Standards Codification (“ASC”) subtopic 810-10, Consolidation: Overall |
Reclassifications | Reclassifications Certain prior year amounts related to deferred taxes have been reclassified for consistency with the current period presentation in connection with the adoption of new accounting pronouncements. 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 marketing and advertising campaigns, which are delivered via its network of websites, data analytics solutions, and, historically, 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 service and 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 typically offers standard 30 day cancellation terms under its agreements. 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. Additionally, the Company offers sales incentives to certain customers, primarily in the form of volume rebates, which are classified as a reduction of revenues and are calculated based on the terms of the specific customer’s contract. The Company accrues for these sales incentives based on contractual terms and historical experience. 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. Historically, the majority of the Company’s events were free to qualified attendees and certain events were based on a paid attendee model, but the Company announced on February 14, 2017 that it will be phasing out its events products. 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. The Company classifies all of its short-term and long-term investments as available-for-sale. Amounts outstanding under the Company’s long-term debt are subject to variable rates of interest based on current market rates, and as such, the Company believes 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 4. |
Long-Lived Assets, Goodwill and Indefinite-lived Intangible Assets | Long-Lived Assets Goodwill and Indefinite-lived Intangible Assets Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from three to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has a single reporting segment, it has been determined that there is a single reporting unit and goodwill is therefore tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two step process required by ASC 350, Intangibles—Goodwill and Other Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets was impaired. The Company did not have any intangible assets with indefinite lives as of December 31, 2016 or 2015. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable for an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014. Balance at Beginning of Year Provision Acquired in Business Combinations Write-offs, Net of Recoveries Balance at End of Year Year ended December 31, 2014 $ 913 $ 708 — $ (607 ) $ 1,014 Year ended December 31, 2015 $ 1,014 $ 805 — $ (104 ) $ 1,715 Year ended December 31, 2016 $ 1,715 $ 894 — $ (648 ) $ 1,961 |
Property and Equipment and Other Capitalized Assets | Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 5 years Computer equipment and software 3 years Internal-use software and website development costs 3–5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2016 2015 Furniture and fixtures $ 988 $ 794 Computer equipment and software 3,722 4,051 Leasehold improvements 2,050 1,510 Internal-use software and website development costs 23,782 20,934 30,542 27,289 Less: accumulated depreciation and amortization (21,310 ) (18,367 ) $ 9,232 $ 8,922 Depreciation expense was $4.1 million, $4.0 million and $4.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $1.1 million, $1.3 million and $0.1 million of fully depreciated assets that were no longer in service during 2016, 2015 and 2014, respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations. |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The Company begins to capitalize costs to develop software and website applications when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Judgment is required in determining the point at which various projects enter the state at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally four years. To the extent that the Company changes the manner in which it develops and tests new features and functionalities related to its websites, assess the ongoing value of capitalized assets or determine the estimated useful lives over which the costs are amortized, the amount of website development costs it capitalizes and amortizes in future periods would be impacted. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $2.8 million, $2.9 million and $3.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. No single customer represented 10% or more of total accounts receivable at December 31, 2016 or 2015. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2016, 2015 or 2014. |
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 interest and penalties related to unrecognized tax benefits, if any, 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 gains on available for sale securities and foreign currency translation adjustments. There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2016, 2015 or 2014. |
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. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2016 2015 2014 Numerator: Net income $ 2,419 $ 7,186 $ 4,081 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 29,953,798 32,963,185 33,010,162 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 29,953,798 32,963,185 33,010,162 Effect of potentially dilutive shares 819,734 1,512,620 1,630,349 Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 30,773,532 34,475,805 34,640,511 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 2,419 $ 7,186 $ 4,081 Weighted average shares of stock outstanding 29,953,798 32,963,185 33,010,162 Net income per common share $ 0.08 $ 0.22 $ 0.12 Diluted: Net income applicable to common stockholders $ 2,419 $ 7,186 $ 4,081 Weighted average shares of stock outstanding 30,773,532 34,475,805 34,640,511 Net income per common share(1) $ 0.08 $ 0.21 $ 0.12 (1) In calculating diluted earnings per share, 1.3 million, 1.1 million and 1.0 million shares related to outstanding stock options and unvested, undelivered restricted stock awards were excluded for the years ended December 31, 2016, 2015 and 2014, respectively, because they were anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted in 2016 In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the previous guidance, which required entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet. The guidance in ASU 2015-17 is required for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period. The Company early adopted the provisions of the new standard on January 1, 2016. Implementing the new pronouncement resulted in the Company retrospectively reclassifying approximately $2.3 million in current deferred tax assets to noncurrent as of December 31, 2015. Accounting Guidance Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. As a result, this guidance is now effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017 (January 1, 2018 for the Company) and early adoption is permitted only as of annual reporting periods (including interim reporting periods within those reporting periods) beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which further clarifies the implementation guidance on principal versus agent considerations contained in ASU 2014-09. In April and May 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, respectively, each of which provide further implementation guidance for ASU 2014-09. The Company is currently in the process of assessing the adoption methodology, which allows the standard to be applied retrospectively to each prior period presented, or with the cumulative effect recognized as of the date of initial application. The Company continues to progress in its evaluation of the impact of the adoption of the standard on other areas of its consolidated financial statements but has not yet determined whether the effect will be material to either its reported revenue or its accounting for deferred commissions balances. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosure. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted. The adoption of this guidance will result in the Company recognizing tax benefits related to stock compensation deductions as a benefit to income tax expense when they are realized. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosure. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Changes in Company's Allowance for Doubtful Accounts | Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2016, 2015 and 2014. Balance at Beginning of Year Provision Acquired in Business Combinations Write-offs, Net of Recoveries Balance at End of Year Year ended December 31, 2014 $ 913 $ 708 — $ (607 ) $ 1,014 Year ended December 31, 2015 $ 1,014 $ 805 — $ (104 ) $ 1,715 Year ended December 31, 2016 $ 1,715 $ 894 — $ (648 ) $ 1,961 |
Estimated Useful Lives of Property and Equipment and Other Capitalized Assets | Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 5 years Computer equipment and software 3 years Internal-use software and website development costs 3–5 years Leasehold improvements Shorter of useful life or remaining duration of lease |
Property and Equipment and Other Capitalized Assets | Property and equipment and other capitalized assets consist of the following: As of December 31, 2016 2015 Furniture and fixtures $ 988 $ 794 Computer equipment and software 3,722 4,051 Leasehold improvements 2,050 1,510 Internal-use software and website development costs 23,782 20,934 30,542 27,289 Less: accumulated depreciation and amortization (21,310 ) (18,367 ) $ 9,232 $ 8,922 |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2016 2015 2014 Numerator: Net income $ 2,419 $ 7,186 $ 4,081 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 29,953,798 32,963,185 33,010,162 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 29,953,798 32,963,185 33,010,162 Effect of potentially dilutive shares 819,734 1,512,620 1,630,349 Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 30,773,532 34,475,805 34,640,511 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 2,419 $ 7,186 $ 4,081 Weighted average shares of stock outstanding 29,953,798 32,963,185 33,010,162 Net income per common share $ 0.08 $ 0.22 $ 0.12 Diluted: Net income applicable to common stockholders $ 2,419 $ 7,186 $ 4,081 Weighted average shares of stock outstanding 30,773,532 34,475,805 34,640,511 Net income per common share(1) $ 0.08 $ 0.21 $ 0.12 (1) In calculating diluted earnings per share, 1.3 million, 1.1 million and 1.0 million shares related to outstanding stock options and unvested, undelivered restricted stock awards were excluded for the years ended December 31, 2016, 2015 and 2014, respectively, because they were anti-dilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: Fair Value Measurements at Reporting Date Using December 31, 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) $ 4,301 $ 4,301 $ — $ — Short-term investments(2) 10,988 — 10,988 — Long-term investments(2) 7,801 — 7,801 — Total assets $ 23,090 $ 4,301 $ 18,789 $ — 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—non-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, U.S. Treasury securities and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. (3) The Company’s valuation techniques and Level 3 inputs used to estimate the fair value of contingent consideration payable in connection with the LeMagIT acquisition are described in Note 4. The contingent consideration, net of a $0.4 million holdback, was paid in January 2016. The holdback was subsequently settled with the stockholders in October 2016. |
Significant Unobservable Inputs (Level 3) [Member] | |
Roll-forward of Fair Value of Contingent Consideration Categorized as Level 3 | The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2015. As noted, these amounts were settled in full in 2016: Fair Value Balance as of December 31, 2013 $ 1,496 Currency translation impact on contingent liabilities (204 ) Payments on contingent liabilities (545 ) Amortization of discount on contingent liabilities 47 Remeasurement of contingent liabilities 320 Balance as of December 31, 2014 $ 1,114 Currency translation impact on contingent liabilities (127 ) Amortization of discount on contingent liabilities 305 Remeasurement of contingent liabilities 34 Balance as of December 31, 2015 $ 1,326 |
Cash, Cash Equivalents and In27
Cash, Cash Equivalents and Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following: As of December 31, 2016 2015 Cash $ 14,184 $ 14,661 Money market funds 4,301 122 Total cash and cash equivalents $ 18,485 $ 14,783 |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: December 31, 2016 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: U.S. Treasury securities $ 1,998 $ — $ (1 ) $ 1,997 Government agency bonds 5,012 1 (2 ) $ 5,011 Municipal bonds 9,817 — (42 ) $ 9,775 Corporate bonds 2,009 — (3 ) $ 2,006 Total short-term and long-term investments $ 18,836 $ 1 $ (48 ) $ 18,789 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 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows: As of December 31, 2016 2015 Balance as of beginning of year $ 93,701 $ 93,979 Effect of exchange rate changes (232 ) (278 ) Balance as of end of year $ 93,469 $ 93,701 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: As of December 31, 2016 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-9 $ 6,826 $ (6,807 ) $ 19 Developed websites, technology and patents 10 1,178 (705 ) 473 Trademark, trade name and domain name 5-8 1,749 (1,664 ) 85 Proprietary user information database and Internet traffic 5 1,146 (1,122 ) 24 Total intangible assets $ 10,899 $ (10,298 ) $ 601 As of December 31, 2015 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated 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 2017 157 2018 97 2019 82 2020 69 2021 84 Thereafter 112 $ 601 |
Term Loan Agreement and Credi30
Term Loan Agreement and Credit Agreement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 related to the Term Loan Agreement are as follows: Years Ending December 31: 2017 6,250 2018 10,000 2019 10,000 2020 10,000 2021 2,500 Total principal on term loan 38,750 Unamortized debt issuance costs (307 ) Carrying amount of term loan 38,443 Less: current portion of term loan, net of $93 in unamortized debt issuance costs (6,157 ) Long-term portion of term loan, net of $214 in unamortized debt issuance costs $ 32,286 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s noncancelable operating leases at December 31, 2016 are as follows: Years Ending December 31: Minimum Lease Payments 2017 4,802 2018 4,982 2019 4,917 2020 972 2021 385 Thereafter — $ 16,058 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fair Values of Options Granted Estimated Using Weighted-Average Assumptions | The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2016 2015 2014 Expected volatility 46 % 47 % 78 % Expected term 6 years 6 years 6 years Risk-free interest rate 1.90 % 1.67 % 1.62 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 3.91 $ 3.72 $ 7.22 |
Summary of Stock Option Activity Under Company's Stock Option Plans | A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2016 is presented below: Options Outstanding Weighted- Exercise Price Per Weighted- Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding at December 31, 2015 2,922,736 $ 7.97 Granted 10,000 8.49 Exercised (701,947 ) 7.12 Forfeited (26,642 ) 7.36 Canceled (1,342,767 ) 7.50 Options outstanding at December 31, 2016 861,380 $ 9.42 2.23 $ 1,296 Options exercisable at December 31, 2016 861,380 $ 9.42 2.23 $ 1,296 Options vested or expected to vest at December 31, 2016 861,380 $ 9.42 2.23 $ 1,296 |
Summary of Restricted Stock Unit Award Activity Under 2007 Stock Plan | A summary of the restricted stock unit award activity under the 2007 Plan for the year ended December 31, 2016 is presented below: Shares Weighted- Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2015 1,987,894 $ 6.93 Granted 901,013 9.05 Vested (671,909 ) 6.28 Forfeited (576,208 ) 5.96 Nonvested outstanding at December 31, 2016 1,640,790 $ 8.54 $ 13,996 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Provision for Income Taxes | Income before provision for income taxes was as follows: Years Ended December 31, 2016 2015 2014 U.S. $ 3,351 $ 11,040 $ 6,071 Foreign 1,666 881 1,055 Income before income taxes $ 5,017 11,921 $ 7,126 |
Income Tax Provision | The income tax provision for the years ended December 31, 2016, 2015 and 2014 consisted of the following: Years Ended December 31, 2016 2015 2014 Current: Federal $ 1,627 $ 2,500 $ 2,574 State (569 ) 167 15 Foreign 415 320 560 Total current 1,473 2,987 3,149 Deferred: Federal 1,592 796 (424 ) State (21 ) 796 593 Foreign (446 ) 156 (273 ) Total deferred 1,125 1,748 (104 ) $ 2,598 $ 4,735 $ 3,045 |
Difference by Applying the Statutory Federal Income Tax Rate | The income tax provision for the years ended December 31, 2016, 2015 and 2014 differs from the amounts computed by applying the statutory federal income tax rate to the consolidated income before provision for income taxes as follows: Years Ended December 31, 2016 2015 2014 Provision computed at statutory rate $ 1,757 $ 4,172 $ 2,477 Increase resulting from: Difference in rates for foreign jurisdictions (146 ) (181 ) (144 ) Tax exempt interest income (21 ) (6 ) — Stock-based compensation 315 (430 ) (479 ) Other non-deductible expenses 67 14 104 Non-deductible officers compensation 738 408 492 State income tax provision (380 ) 573 337 Losses not benefitted 1 9 56 Secondary offering — — 188 Subsidiary earnings taxed in the US 253 — — True-up of prior year returns 11 197 — Penalties and interest — — 15 Other 3 (21 ) (1 ) Provision for income taxes $ 2,598 $ 4,735 $ 3,045 |
Significant Components of the Company's Net Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 308 $ 341 Deferred revenue 187 78 Accruals and allowances 1,721 1,557 Stock-based compensation 1,656 5,493 Deferred rent expense 809 862 Gross deferred tax assets 4,681 8,331 Less valuation allowance (443 ) (528 ) Total deferred tax assets 4,238 7,803 Deferred tax liabilities: Intangible asset amortization (1,865 ) (1,496 ) Depreciation (2,434 ) (2,679 ) Total deferred tax liabilities (4,299 ) (4,175 ) Net deferred tax (liability) assets $ (61 ) $ 3,628 As reported: Non-current deferred tax assets $ 139 $ 4,210 Non-current deferred tax liabilities $ 200 $ 582 |
Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2016, 2015, and 2014 is as follows: 2016 2015 2014 Balance at beginning of year $ 184 $ 672 $ 657 Reductions due to amnesty and settlement (188 ) (160 ) — Payments — (336 ) — Gross increases related to positions taken in prior periods 4 8 15 Balance at end of year $ — $ 184 $ 672 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Net Sales to Unaffiliated Customers by Geographic Area | Net sales to unaffiliated customers by geographic area* were as follows**: Years Ended December 31, 2016 2015 2014 U.S. $ 79,535 $ 85,284 $ 81,921 International 27,090 26,542 24,282 Total $ 106,625 $ 111,826 $ 106,203 |
Long-Lived Assets by Geographic Area | Long-lived assets*** by geographic area were as follows: Years Ended December 31, 2016 2015 U.S. $ 98,330 $ 99,091 International 4,972 4,980 Total $ 103,302 $ 104,071 * based on current customer billing address; does not consider the geo-targeted (target audience) location of the campaign ** No single country outside of the U.S. accounted for 10% or more of revenue during any of these periods. *** comprised of property, plant and equipment, net; goodwill; and intangible assets, net |
Quarterly Financial Data (una35
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | For the Three Months Ended 2016 2015 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Mar. 31 Jun. 30 Sep. 30 Dec. 31 Total revenues $ 25,031 $ 29,174 $ 25,750 $ 26,670 $ 23,658 $ 29,757 $ 29,007 $ 29,404 Total cost of revenues 7,193 7,604 7,612 7,808 6,984 7,596 7,512 7,811 Total gross profit 17,838 21,570 18,138 18,862 16,674 22,161 21,495 21,593 Total operating expenses 17,600 17,266 17,589 17,162 16,518 17,941 18,042 17,252 Operating income 238 4,304 549 1,700 156 4,220 3,453 4,341 Net income (loss) $ (48 ) $ 2,399 $ (22 ) $ 90 $ 347 $ 2,829 $ 2,041 $ 1,969 Net income (loss) per common share: Basic $ (0.00 ) $ 0.08 $ (0.00 ) $ 0.00 $ 0.01 $ 0.09 $ 0.06 $ 0.06 Diluted $ (0.00 ) $ 0.07 $ (0.00 ) $ 0.00 $ 0.01 $ 0.08 $ 0.06 $ 0.06 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Website | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | 140 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)CustomerReporting_UnitSegment | Dec. 31, 2015USD ($)Customer | Dec. 31, 2014USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||
Number of reporting segment | Segment | 1 | ||
Number of reporting unit | Reporting_Unit | 1 | ||
Intangible assets with indefinite lives | $ 0 | $ 0 | |
Depreciation expense | 4,084,000 | 3,982,000 | $ 4,060,000 |
Write off of fully depreciated assets no longer in service | 1,100,000 | 1,300,000 | 100,000 |
Capitalized internal-use software and website development costs | 2,800,000 | 2,900,000 | $ 3,000,000 |
Non-current deferred tax assets | $ 139,000 | $ 4,210,000 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of customers represented 10% or more of total accounts receivable | Customer | 0 | 0 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of customers accounted for Specific revenue | Customer | 0 | 0 | 0 |
Accounting Standards Update 2015-17 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Non-current deferred tax assets | $ 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 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Summary of Changes in Company's Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Regulatory Assets [Abstract] | |||
Balance at Beginning of Year | $ 1,715 | $ 1,014 | $ 913 |
Provision | 894 | 805 | 708 |
Acquired in Business Combinations | 0 | 0 | 0 |
Write-offs, Net of Recoveries | (648) | (104) | (607) |
Balance at End of Year | $ 1,961 | $ 1,715 | $ 1,014 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment and Other Capitalized Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining duration of lease |
Minimum [Member] | Internal-use software and website development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum [Member] | Internal-use software and website development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Property and Equipment and Other Capitalized Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 30,542 | $ 27,289 |
Less: accumulated depreciation and amortization | (21,310) | (18,367) |
Property and equipment, net | 9,232 | 8,922 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 988 | 794 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,722 | 4,051 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,050 | 1,510 |
Internal-use software and website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 23,782 | $ 20,934 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net income | $ 90 | $ (22) | $ 2,399 | $ (48) | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 2,419 | $ 7,186 | $ 4,081 |
Basic: | |||||||||||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 29,953,798 | 32,963,185 | 33,010,162 | ||||||||
Diluted: | |||||||||||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 29,953,798 | 32,963,185 | 33,010,162 | ||||||||
Effect of potentially dilutive shares | 819,734 | 1,512,620 | 1,630,349 | ||||||||
Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares | 30,773,532 | 34,475,805 | 34,640,511 | ||||||||
Basic: | |||||||||||
Net income applicable to common stockholders | $ 90 | $ (22) | $ 2,399 | $ (48) | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 2,419 | $ 7,186 | $ 4,081 |
Weighted average shares of stock outstanding | 29,953,798 | 32,963,185 | 33,010,162 | ||||||||
Net income per common share | $ 0 | $ 0 | $ 0.08 | $ 0 | $ 0.06 | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.08 | $ 0.22 | $ 0.12 |
Diluted: | |||||||||||
Net income applicable to common stockholders | $ 90 | $ (22) | $ 2,399 | $ (48) | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 2,419 | $ 7,186 | $ 4,081 |
Weighted average shares of stock outstanding | 30,773,532 | 34,475,805 | 34,640,511 | ||||||||
Net income per common share | $ 0 | $ 0 | $ 0.07 | $ 0 | $ 0.06 | $ 0.06 | $ 0.08 | $ 0.01 | $ 0.08 | $ 0.21 | $ 0.12 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Parenthetical) (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Outstanding stock options and unvested restricted stock awards excluded from computation of diluted EPS | 1.3 | 1.1 | 1 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Total | $ 23,090 | $ 20,030 |
Liabilities: | ||
Total liabilities | 1,326 | |
Money Market Funds [Member] | ||
Assets: | ||
Total | 4,301 | 122 |
Contingent Consideration Non Current [Member] | ||
Liabilities: | ||
Total liabilities | 1,326 | |
Short-Term Investments [Member] | ||
Assets: | ||
Total | 10,988 | 10,646 |
Long-term Investments [Member] | ||
Assets: | ||
Total | 7,801 | 9,262 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Total | 4,301 | 122 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Total | 4,301 | 122 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total | 18,789 | 19,908 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total | 10,988 | 10,646 |
Significant Other Observable Inputs (Level 2) [Member] | Long-term Investments [Member] | ||
Assets: | ||
Total | $ 7,801 | 9,262 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total liabilities | 1,326 | |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration Non Current [Member] | ||
Liabilities: | ||
Total liabilities | $ 1,326 |
Fair Value Measurements - Ass44
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Parenthetical) (Detail) $ in Millions | Dec. 31, 2016USD ($) |
LeMagIT [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration, holdback amount | $ 0.4 |
Fair Value Measurements - Roll-
Fair Value Measurements - Roll-forward of Fair Value of Contingent Consideration Categorized as Level 3 (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Beginning Balance | $ 1,114 | $ 1,496 |
Currency translation impact on contingent liabilities | (127) | (204) |
Payments on contingent liabilities | (545) | |
Amortization of discount on contingent liabilities | 305 | 47 |
Remeasurement of contingent liabilities | 34 | 320 |
Ending Balance | $ 1,326 | $ 1,114 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) $ in Thousands | Dec. 17, 2012USD ($)Installment | Dec. 31, 2016USD ($) | 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 |
Cash, Cash Equivalents and In47
Cash, Cash Equivalents and Investments - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Security | Dec. 31, 2015USD ($)Security | Dec. 31, 2014USD ($) | |
Cash and Cash Equivalents [Abstract] | |||
Liquid investments with maturities | 3 months | ||
Cumulative unrealized loss, net of taxes | $ 30,000 | $ 19,000 | $ 20,000 |
Material realized gains or losses | $ 0 | $ 0 | $ 0 |
Number of securities in unrealized loss position | Security | 21 | 16 | |
Unrealized loss available for sale securities, less than 6 months | $ 48,000 | $ 30,000 | |
Unrealized loss available for sale securities fair value, less than 6 months | $ 13,800,000 | $ 18,900,000 | |
Maximum duration of security | 6 months | ||
Municipal bonds maturity Start - date | Mar. 31, 2017 | ||
Municipal bonds maturity End - date | Jan. 31, 2019 |
Cash, Cash Equivalents and In48
Cash, Cash Equivalents and Investments - Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 14,184 | $ 14,661 | ||
Money market funds | 4,301 | 122 | ||
Total cash and cash equivalents | $ 18,485 | $ 14,783 | $ 19,275 | $ 15,412 |
Cash, Cash Equivalents and In49
Cash, Cash Equivalents and Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 18,836 | $ 19,938 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (48) | (30) |
Estimated Fair Value | 18,789 | 19,908 |
US Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 1,998 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 1,997 | |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 5,012 | 7,615 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (2) | (15) |
Estimated Fair Value | 5,011 | 7,600 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 9,817 | 11,818 |
Gross Unrealized Losses | (42) | (14) |
Estimated Fair Value | 9,775 | 11,804 |
Corporate Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 2,009 | 505 |
Gross Unrealized Losses | (3) | (1) |
Estimated Fair Value | $ 2,006 | $ 504 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance as of beginning of year | $ 93,701 | $ 93,979 |
Effect of exchange rate changes | (232) | (278) |
Balance as of end of year | $ 93,469 | $ 93,701 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,899 | $ 11,345 |
Accumulated Amortization | (10,298) | (9,897) |
Total intangible assets | 601 | 1,448 |
Customer, Affiliate and Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,826 | 6,996 |
Accumulated Amortization | (6,807) | (6,379) |
Total intangible assets | $ 19 | $ 617 |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 1,178 | $ 1,222 |
Accumulated Amortization | (705) | (603) |
Total intangible assets | 473 | 619 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,749 | 1,819 |
Accumulated Amortization | (1,664) | (1,685) |
Total intangible assets | $ 85 | $ 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 | $ 1,146 | $ 1,232 |
Accumulated Amortization | (1,122) | (1,154) |
Total intangible assets | $ 24 | $ 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 ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period | 3 years 3 months 7 days | ||
Amortization of intangible assets | $ 809,000 | $ 1,382,000 | $ 1,762,000 |
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 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 157 | |
2,018 | 97 | |
2,019 | 82 | |
2,020 | 69 | |
2,021 | 84 | |
Thereafter | 112 | |
Total intangible assets | $ 601 | $ 1,448 |
Term Loan Agreement and Credi54
Term Loan Agreement and Credit Agreement - Additional Information (Detail) - USD ($) shares in Millions | Dec. 31, 2016 | Jun. 08, 2016 | May 09, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||||
Aggregate principal amount of term loan borrowed | $ 50,000,000 | ||||
Term loan principle payment | 11,250,000 | ||||
Total debt issuance costs paid | $ 367,000 | ||||
Tender offer commencement date | May 10, 2016 | ||||
Common stock repurchased, shares | 8 | ||||
Revolving loan agreement, outstanding | $ 0 | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility maximum borrowing | 5,000,000 | ||||
Unused line fees | $ 0 | ||||
Senior Secured Credit Facilities Credit Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit agreement bearing interest rate | Annual rate of 1.50% | Annual rate of 1.50% | |||
Interest bearing rate | 1.50% | ||||
Applicable interest rate on borrowings | 3.12% | 3.12% | |||
LIBOR margin | Plus 2.50% | Plus 2.50% | |||
Interest expense | $ 1,100,000 | ||||
Amortization of deferred issuance costs | 60,000 | ||||
Term loan principle payment | 11,300,000 | ||||
Principal pre-payment in excess of contractual amounts due | $ 10,000,000 | 10,000,000 | |||
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] | Term Loan Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate principal amount of term loan borrowed | $ 50,000,000 | ||||
Debt instrument term loan | 5 years | ||||
Date the company entered into a Credit Agreement | May 9, 2016 | ||||
Debt instrument payment frequency | Quarterly | ||||
Senior Secured Credit Facilities Credit Agreement [Member] | Term Loan Agreement [Member] | Term Loan Agreement Year One [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument interest rate | 2.50% | 2.50% | |||
Senior Secured Credit Facilities Credit Agreement [Member] | Term Loan Agreement [Member] | Term Loan Agreement After Year One [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument interest rate | 5.00% | 5.00% |
Term Loan Agreement and Credi55
Term Loan Agreement and Credit Agreement - Summary of Term Loan Agreement (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
Less: current portion of term loan, net of $93 in unamortized debt issuance costs | $ (6,157) |
Long-term portion of term loan, net of $214 in unamortized debt issuance costs | 32,286 |
Senior Secured Credit Facilities Credit Agreement [Member] | |
Debt Instrument [Line Items] | |
2,017 | 6,250 |
2,018 | 10,000 |
2,019 | 10,000 |
2,020 | 10,000 |
2,021 | 2,500 |
Total principal on term loan | 38,750 |
Unamortized debt issuance costs | (307) |
Carrying amount of term loan | 38,443 |
Carrying amount of term loan | 38,443 |
Less: current portion of term loan, net of $93 in unamortized debt issuance costs | (6,157) |
Long-term portion of term loan, net of $214 in unamortized debt issuance costs | $ 32,286 |
Term Loan Agreement and Credi56
Term Loan Agreement and Credit Agreement - Summary of Term Loan Agreement (Parenthetical) (Detail) - Senior Secured Credit Facilities Credit Agreement [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
Debt issuance costs, current, net | $ 93 |
Debt issuance costs, noncurrent, net | $ 214 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015ft² | Nov. 30, 2010ft² | Aug. 31, 2009ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Commitments and Contingencies [Line Items] | ||||||
Lease expiration date | Dec. 31, 2021 | |||||
Lease agreement for office | ft² | 87,875 | |||||
Lease agreement commenced | Feb. 28, 2010 | |||||
Lease agreement period | 10 years | |||||
Total rent expense under the Company's leases | $ | $ 4,400,000 | $ 3,900,000 | $ 4,100,000 | |||
Lower income tax rate benefits available (minimum) | 1.32% | |||||
Lower income tax rate benefits available (maximum) | 9.50% | |||||
Tax benefits available on exemption from excise tax on net worth | 0.26% | |||||
Tax differential including penalties and interest | $ | $ 257,000 | |||||
Charges, claims related to litigation | $ | $ 0 | $ 0 | ||||
Amended Newton Lease [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Additional lease space agreement | ft² | 8,400 | |||||
Second Amended Newton Lease [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Additional lease space agreement | ft² | 14,203 |
Commitments and Contingencies58
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 4,802 |
2,018 | 4,982 |
2,019 | 4,917 |
2,020 | 972 |
2,021 | 385 |
Thereafter | 0 |
Future minimum lease payments, Total | $ 16,058 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Intrinsic value of options exercised | $ 1,900 | $ 1,700 | $ 4,200 |
Cash received from exercise of options | 4,192 | 2,802 | 4,804 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 11,500 | ||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 10 months 24 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 | 3,623,283 | ||
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 | $ 7,400 | $ 7,200 | $ 5,700 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Values of Options Granted Estimated Using Weighted-Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 46.00% | 47.00% | 78.00% |
Expected term | 6 years | 6 years | 6 years |
Risk-free interest rate | 1.90% | 1.67% | 1.62% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value per share | $ 3.91 | $ 3.72 | $ 7.22 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plans (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options outstanding, beginning balance | shares | 2,922,736 |
Options Outstanding, Granted | shares | 10,000 |
Options Outstanding, Exercised | shares | (701,947) |
Options Outstanding, Forfeited | shares | (26,642) |
Options Outstanding, Canceled | shares | (1,342,767) |
Options outstanding, ending balance | shares | 861,380 |
Options Outstanding, Options exercisable | shares | 861,380 |
Options Outstanding, Options vested or expected to vest | shares | 861,380 |
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ / shares | $ 7.97 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 8.49 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 7.12 |
Weighted-Average Exercise Price Per Share, Forfeited | $ / shares | 7.36 |
Weighted- Average Exercise Price Per Share, Canceled | $ / shares | 7.50 |
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | $ / shares | 9.42 |
Weighted- Average Exercise Price Per Share, Options exercisable | $ / shares | 9.42 |
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ / shares | $ 9.42 |
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 2 years 2 months 23 days |
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 2 years 2 months 23 days |
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 2 years 2 months 23 days |
Aggregate Intrinsic Value, Options outstanding | $ | $ 1,296 |
Aggregate Intrinsic Value, Options exercisable | $ | 1,296 |
Aggregate Intrinsic Value, Options vested or expected to vest | $ | $ 1,296 |
Stock-Based Compensation - Su62
Stock-Based Compensation - Summary of Restricted Stock Unit Award Activity under 2007 Stock Plan (Detail) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 901,013 |
Shares, Vested | shares | (671,909) |
Shares, Forfeited | shares | (576,208) |
Shares, Nonvested outstanding, ending balance | shares | 1,640,790 |
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 | 9.05 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 6.28 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 5.96 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 8.54 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 13,996 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jun. 08, 2016 | May 10, 2016 | Feb. 29, 2016 | Dec. 31, 2014 | May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | 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 | $ 7,988,000 | $ 15,098,000 | $ 14,989,000 | ||||||||
Repurchase of stock cost of repurchase of stock | $ 200 | ||||||||||
Common stock repurchase amount | $ 10,000,000 | ||||||||||
Stock repurchase program expiration date | Dec. 31, 2015 | ||||||||||
Common stock, shares issued in secondary public offering | 5,750,000 | ||||||||||
Common stock shares issued, price per share | $ 6.25 | ||||||||||
Legal, accounting, and other fees relating to secondary public offerings | $ 500,000 | ||||||||||
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 purchase price per share | $ 7.75 | ||||||||||
Tender Offers [Member] | TCV [Member] | |||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||||||||
Common stock repurchased, shares | 3,379,249 | ||||||||||
Tender Offers [Member] | Jay Hoag [Member] | |||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||||||||
Percentage of voting securities | 5.00% | ||||||||||
Tender Offers [Member] | Rogram LLC [Member] | |||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||||||||
Common stock repurchased, shares | 308,713 | ||||||||||
2014 Program [Member] | |||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||||||||
Common stock repurchased, shares | 0 | 1,000,000 | 980,329 | 1,671,687 | |||||||
Common stock repurchase, amount | $ 9,800,000 | $ 8,000,000 | $ 15,000,000 | ||||||||
Common stock repurchase amount | $ 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||
Stock repurchase program expiration date | Dec. 10, 2014 | ||||||||||
Percentage of purchase price per share equivalent to closing price of common stock | 97.00% | ||||||||||
2014 Program [Member] | Minimum [Member] | TCV [Member] | |||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||||||||
Percentage of voting securities | 5.00% | 5.00% | |||||||||
Two Thousand And Seven Plan [Member] | |||||||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||||||||
Common stock reserved | 6,321,704 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 3,351 | $ 11,040 | $ 6,071 |
Foreign | 1,666 | 881 | 1,055 |
Income before provision for income taxes | $ 5,017 | $ 11,921 | $ 7,126 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 1,627 | $ 2,500 | $ 2,574 |
State | (569) | 167 | 15 |
Foreign | 415 | 320 | 560 |
Total current | 1,473 | 2,987 | 3,149 |
Deferred: | |||
Federal | 1,592 | 796 | (424) |
State | (21) | 796 | 593 |
Foreign | (446) | 156 | (273) |
Total deferred | 1,125 | 1,748 | (104) |
Provision for income taxes | $ 2,598 | $ 4,735 | $ 3,045 |
Income Taxes - Difference by Ap
Income Taxes - Difference by Applying the Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Provision computed at statutory rate | $ 1,757 | $ 4,172 | $ 2,477 |
Increase resulting from: | |||
Difference in rates for foreign jurisdictions | (146) | (181) | (144) |
Tax exempt interest income | (21) | (6) | |
Stock-based compensation | 315 | (430) | (479) |
Other non-deductible expenses | 67 | 14 | 104 |
Non-deductible officers compensation | 738 | 408 | 492 |
State income tax provision | (380) | 573 | 337 |
Losses not benefitted | 1 | 9 | 56 |
Secondary offering | 188 | ||
Subsidiary earnings taxed in the US | 253 | ||
True-up of prior year returns | 11 | 197 | |
Penalties and interest | 15 | ||
Other | 3 | (21) | (1) |
Provision for income taxes | $ 2,598 | $ 4,735 | $ 3,045 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Company's Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 308 | $ 341 |
Deferred revenue | 187 | 78 |
Accruals and allowances | 1,721 | 1,557 |
Stock-based compensation | 1,656 | 5,493 |
Deferred rent expense | 809 | 862 |
Gross deferred tax assets | 4,681 | 8,331 |
Less valuation allowance | (443) | (528) |
Total deferred tax assets | 4,238 | 7,803 |
Deferred tax liabilities: | ||
Intangible asset amortization | (1,865) | (1,496) |
Depreciation | (2,434) | (2,679) |
Total deferred tax liabilities | (4,299) | (4,175) |
Net deferred tax liabilities | (61) | |
Net deferred tax assets | 3,628 | |
As reported: | ||
Non-current deferred tax assets | 139 | 4,210 |
Non-current deferred tax liabilities | $ 200 | $ 582 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ 443,000 | $ 528,000 | ||
Increase (decrease) in valuation allowance | $ (85,000) | (686,000) | $ 56,000 | |
NOL carryforwards expiration year | Dec. 31, 2033 | |||
Unrecognized tax expenses | $ 0 | $ 184,000 | $ 672,000 | $ 657,000 |
Income tax reserve arising from difference in rates applicable to corporations | $ 400,000 | |||
Lower income tax rate benefits available (minimum) | 1.32% | |||
Lower income tax rate benefits available (maximum) | 9.50% | |||
Tax benefits available on exemption from excise tax on net worth | 0.26% | |||
Tax differential including penalties and interest | $ 257,000 | |||
Undistributed earnings, foreign subsidiaries | 5,100,000 | |||
State and Local Jurisdiction [Member] | ||||
Income Taxes [Line Items] | ||||
NOL carryforwards | 1,300,000 | |||
Tax differential including penalties and interest | 677,000 | |||
Foreign Country [Member] | ||||
Income Taxes [Line Items] | ||||
NOL carryforwards | $ 1,000,000 | |||
NOL carryforwards expiration year | Dec. 31, 2021 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
NOL carryforwards | $ 36,000 | |||
NOL carryforwards expiration year | Dec. 31, 2033 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 184,000 | $ 672,000 | $ 657,000 |
Reductions due to amnesty and settlement | (188,000) | (160,000) | |
Payments | (336,000) | ||
Gross increases related to positions taken in prior periods | 4,000 | 8,000 | 15,000 |
Balance at end of year | $ 0 | $ 184,000 | $ 672,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales, Total | $ 26,670 | $ 25,750 | $ 29,174 | $ 25,031 | $ 29,404 | $ 29,007 | $ 29,757 | $ 23,658 | $ 106,625 | $ 111,826 | $ 106,203 |
U.S. [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales, Total | 79,535 | 85,284 | 81,921 | ||||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales, Total | $ 27,090 | $ 26,542 | $ 24,282 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 103,302 | $ 104,071 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 98,330 | 99,091 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 4,972 | $ 4,980 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's contribution to the plan, percentage | 50.00% | ||
Company's contribution to the plan, amount | $ 900,000 | $ 900,000 | $ 700,000 |
Company's matching contributions vesting annually | 25.00% | ||
Company's matching contributions vesting after four consecutive years of service | 100.00% | ||
Vesting period identified for vesting purpose | 4 years | ||
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Annual contribution by employer | $ 2,000 |
Quarterly Financial Data - Quar
Quarterly Financial Data - Quarterly Financial Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 26,670 | $ 25,750 | $ 29,174 | $ 25,031 | $ 29,404 | $ 29,007 | $ 29,757 | $ 23,658 | $ 106,625 | $ 111,826 | $ 106,203 |
Total cost of revenues | 7,808 | 7,612 | 7,604 | 7,193 | 7,811 | 7,512 | 7,596 | 6,984 | 30,217 | 29,903 | 28,047 |
Total gross profit | 18,862 | 18,138 | 21,570 | 17,838 | 21,593 | 21,495 | 22,161 | 16,674 | 76,408 | 81,923 | 78,156 |
Total operating expenses | 17,162 | 17,589 | 17,266 | 17,600 | 17,252 | 18,042 | 17,941 | 16,518 | 69,617 | 69,753 | 70,697 |
Operating income | 1,700 | 549 | 4,304 | 238 | 4,341 | 3,453 | 4,220 | 156 | 6,791 | 12,170 | 7,459 |
Net income (loss) | $ 90 | $ (22) | $ 2,399 | $ (48) | $ 1,969 | $ 2,041 | $ 2,829 | $ 347 | $ 2,419 | $ 7,186 | $ 4,081 |
Net income (loss) per common share: | |||||||||||
Basic | $ 0 | $ 0 | $ 0.08 | $ 0 | $ 0.06 | $ 0.06 | $ 0.09 | $ 0.01 | $ 0.08 | $ 0.22 | $ 0.12 |
Diluted | $ 0 | $ 0 | $ 0.07 | $ 0 | $ 0.06 | $ 0.06 | $ 0.08 | $ 0.01 | $ 0.08 | $ 0.21 | $ 0.12 |