Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TTGT | |
Entity Registrant Name | TechTarget Inc | |
Entity Central Index Key | 1,293,282 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,444,296 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16,619 | $ 18,485 |
Short-term investments | 9,990 | 10,988 |
Accounts receivable, net of allowance for doubtful accounts of $2,038 and $1,961 as of March 31, 2017 and December 31, 2016, respectively | 24,584 | 22,551 |
Prepaid taxes | 4,020 | 3,961 |
Prepaid expenses and other current assets | 2,957 | 1,952 |
Total current assets | 58,170 | 57,937 |
Property and equipment, net | 9,232 | 9,232 |
Long-term investments | 5,743 | 7,801 |
Goodwill | 93,506 | 93,469 |
Intangible assets, net | 570 | 601 |
Deferred tax assets | 373 | 139 |
Other assets | 873 | 898 |
Total assets | 168,467 | 170,077 |
Current liabilities: | ||
Accounts payable | 1,442 | 2,100 |
Current portion of term loan | 7,407 | 6,157 |
Accrued expenses and other current liabilities | 2,313 | 2,792 |
Accrued compensation expenses | 793 | 698 |
Income taxes payable | 54 | 122 |
Deferred revenue | 6,948 | 6,079 |
Total current liabilities | 18,957 | 17,948 |
Long-term liabilities: | ||
Long-term portion of term loan | 29,809 | 32,286 |
Deferred rent | 1,981 | 2,080 |
Deferred tax liabilities | 204 | 200 |
Total liabilities | 50,951 | 52,514 |
Commitments and contingencies (Note 8) | ||
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, 52,696,641 shares issued and 27,429,749 shares outstanding at March 31, 2017 and 52,601,284 shares issued and 27,495,539 shares outstanding at December 31, 2016 | 53 | 52 |
Treasury stock, 25,266,892 shares at March 31, 2017 and 25,105,745 shares at December 31, 2016, at cost | (164,105) | (162,731) |
Additional paid-in capital | 297,929 | 296,853 |
Accumulated other comprehensive loss | (211) | (248) |
Accumulated deficit | (16,150) | (16,363) |
Total stockholders’ equity | 117,516 | 117,563 |
Total liabilities and stockholders’ equity | $ 168,467 | $ 170,077 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 2,038 | $ 1,961 |
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 | 52,696,641 | 52,601,284 |
Common stock, shares outstanding | 27,429,749 | 27,495,539 |
Treasury stock, shares | 25,266,892 | 25,105,745 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Revenues: | |||
Online | $ 23,409 | $ 24,269 | |
Events | 168 | 762 | |
Total revenues | 23,577 | 25,031 | |
Cost of revenues: | |||
Online | [1] | 6,895 | 6,658 |
Events | 41 | 535 | |
Total cost of revenues | 6,936 | 7,193 | |
Gross profit | 16,641 | 17,838 | |
Operating expenses: | |||
Selling and marketing | [1] | 10,693 | 11,060 |
Product development | [1] | 1,943 | 2,008 |
General and administrative | [1] | 3,056 | 3,210 |
Depreciation | 1,091 | 1,020 | |
Amortization of intangible assets | 40 | 302 | |
Total operating expenses | 16,823 | 17,600 | |
Operating (loss) income | (182) | 238 | |
Interest and other income (expense), net | (163) | (58) | |
(Loss) income before (benefit from) provision for income taxes | (345) | 180 | |
(Benefit from) provision for income taxes | (316) | 228 | |
Net loss | (29) | (48) | |
Other comprehensive income, net of tax: | |||
Unrealized gain on investments (net of tax provision of $2 and $12, respectively) | 15 | 22 | |
Foreign currency translation gains | 22 | 166 | |
Other comprehensive income | 37 | 188 | |
Comprehensive income | $ 8 | $ 140 | |
Net loss per common share: | |||
Basic | $ 0 | $ 0 | |
Diluted | $ 0 | $ 0 | |
Weighted average common shares outstanding: | |||
Basic | 27,532 | 32,594 | |
Diluted | 27,532 | 32,594 | |
[1] | (1)Amounts include stock-based compensation expense as follows: Cost of online revenues $12 $27 Selling and marketing 950 922 Product development 34 36 General and administrative 598 565 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Unrealized gain on investments, tax effect | $ 2 | $ 12 |
Cost of Online Revenues [Member] | ||
Allocated stock-based compensation expense | 12 | 27 |
Selling and Marketing [Member] | ||
Allocated stock-based compensation expense | 950 | 922 |
Product Development [Member] | ||
Allocated stock-based compensation expense | 34 | 36 |
General and Administrative [Member] | ||
Allocated stock-based compensation expense | $ 598 | $ 565 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Activities: | ||
Net loss | $ (29) | $ (48) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,131 | 1,322 |
Provision for bad debt | 205 | 218 |
Amortization of investment premiums | 77 | 69 |
Stock-based compensation | 1,594 | 1,550 |
Amortization of debt issuance costs | 23 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,237) | 230 |
Prepaid taxes, prepaid expenses and other current assets | (995) | (912) |
Other assets | 31 | 50 |
Accounts payable | (658) | 262 |
Income taxes payable | (129) | (390) |
Accrued expenses and other current liabilities | (486) | (637) |
Accrued compensation expenses | 91 | 59 |
Deferred revenue | 870 | 696 |
Other liabilities | (99) | (100) |
Net cash (used in) provided by operating activities | (611) | 2,369 |
Investing activities: | ||
Purchases of property and equipment, and other capitalized assets | (1,088) | (1,147) |
Purchases of investments | (500) | |
Proceeds from sales and maturities of investments | 3,500 | |
Net cash provided by (used in) investing activities | 1,912 | (1,147) |
Financing activities: | ||
Tax withholdings related to net share settlements | (580) | (710) |
Purchase of treasury shares and related costs | (1,374) | |
Payment of earnout liabilities | (459) | |
Proceeds from exercise of stock options | 61 | 61 |
Term loan principal payment | (1,250) | |
Net cash used in financing activities | (3,143) | (1,108) |
Effect of exchange rate changes on cash and cash equivalents | (24) | 66 |
Net (decrease) increase in cash and cash equivalents | (1,866) | 180 |
Cash and cash equivalents at beginning of period | 18,485 | 14,783 |
Cash and cash equivalents at end of period | 16,619 | 14,963 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes, net | $ (185) | $ 463 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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”) 810-10, Consolidation: Overall, because the Company holds all the variable interests of KWIT through TTGT Consulting, which is the primary beneficiary of KWIT. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and the VIE through the aforementioned agreements, whereby the equity holders of KWIT assigned all of their voting rights underlying their equity interest in KWIT to TTGT Consulting. In addition, through the other aforementioned agreements, the Company demonstrates its ability and intention to continue to exercise the ability to obtain substantially all of the profits and absorb all of the expected losses of KWIT. All significant intercompany accounts and transactions between the Company, its subsidiaries, and KWIT have been eliminated in consolidation. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles, or “ ” “U.S.” Reclassifications The adoption of a recent accounting pronouncement, described in more detail in the Accounting Guidance Adopted in 2017 section below, resulted in an in immaterial adjustment to the Accumulated Deficit in the prior period Consolidated Balance Sheet and an immaterial reclassification between Operating Activities and Financing Activities in the prior period Consolidated Statement of Cash Flows. There was no effect on the Consolidated Statement of Operations and Comprehensive Income. 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, revenues are 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. Revenues are 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™. This suite of products and services includes IT Deal Alert: Qualified Sales Opportunities™, which profiles specific in-progress purchase projects, IT Deal Alert: Priority Engine™, which is a subscription service powered by the Company’s Activity Intelligence™ platform that integrates into salesforce.com and delivers information to allow marketers and sales personnel to identify those accounts who are actively researching new technology purchases, IT Deal Alert: Deal Data™, which is a customized solution aimed at sales intelligence and data scientist functions that makes the Company’s Activity Intelligence data directly consumable by the customer’s internal applications, and IT Deal Alert: TechTarget Research™, which is a subscription product that sources proprietary information about purchase transactions from IT professionals who are making and have recently completed these purchases. Qualified Sales Opportunities revenues are recognized when the Qualified Sales Opportunity is delivered to the Company’s customer, Priority Engine revenues are recognized ratably over the duration of the service, Deal Data revenues are recognized upon delivery of the data to the Company’s customer, and TechTarget Research revenues are recognized when the report is delivered. Core Online. The Company’s core online offerings enable its customers to reach and influence prospective buyers through content marketing programs designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. Demand Solutions. As part of its demand solutions campaign offerings, the Company may guarantee a minimum number of sales leads to be delivered over the course of the campaign. The Company determines the content necessary to achieve performance guarantees. Scheduled end dates of campaigns sometimes need to be extended, pursuant to the terms of the arrangement, to satisfy lead guarantees. The Company estimates a revenue reserve necessary to adjust revenue recognition for extended campaigns. These estimates are based on the Company’s experience in managing and fulfilling these offerings. The customer generally has cancellation privileges which normally require advance notice by the customer and require proportional payment by the customer for the portion of the campaign services provided by the Company. The Company recognizes revenues on duration-based campaigns ratably over the duration of the campaigns, which is usually less than six months and recognizes revenues on contracts where pricing is based on cost per lead during the period in which leads are delivered to its customers. Brand Solutions. Brand solutions consist mostly of banner revenue, which is recognized in the period in which the banner impressions, engagements or clicks occur and microsite revenue, which is recognized over the period during which the microsites are live. Custom Content Creation. Custom content revenues are recognized when the creation is completed and delivered to the customer. Other. Includes list rental revenue, which is recognized in the period in which the Company delivers the customer’s content to a list of the Company’s registered members, and revenues from third-party revenue sharing arrangements, which is primarily recognized on a net basis in the period in which the services are performed . Events Revenues from vendor-sponsored events, whether sponsored exclusively by a single vendor or in a multi-vendor sponsored event, are 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 revenues for paid attendee events upon completion of the events. Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. The Company excludes from its deferred revenue and accounts receivable balances amounts for which it has billed in advance prior to the start of a campaign or the delivery of services. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable, and long-term debt. With the exception of long-term debt, the carrying value of these instruments approximates their estimated fair values due to their short-term nature and liquidity. 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 market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. 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 five to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has only one reporting segment, it has been determined that there is 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 (“ASC 350”). The first step of the impairment test is to identify potential impairment by comparing the reporting unit’s fair value with its net book value (or carrying amount), including goodwill. The fair value is estimated based on a market value approach. If the fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is not performed. Whenever indicators of impairment become present, the Company would perform the second step and compare the implied fair value of the reporting unit’s goodwill, as defined by ASC 350, to its carrying value to determine the amount of the impairment loss, if any. As of December 31, 2016, there were no indications of impairment based on the step one analysis, and the Company’s estimated fair value exceeded its goodwill carrying value by a significant margin. There were no indications of impairment as of March 31, 2017. Based on the aforementioned evaluation, the Company believes that, as of the balance sheet dates presented, none of the Company’s goodwill or other long-lived assets were impaired. The Company did not have any intangible assets with indefinite lives as of March 31, 2017 or December 31, 2016. 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. Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service. Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $0.8 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively. Income Taxes The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740”). 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 9. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statements 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 March 31, 2017 or 2016. 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 Loss Per Share Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock awards outstanding during the period. Because the holders of unvested restricted stock awards do not have nonforfeitable rights to dividends or dividend equivalents, the Company does not consider these awards to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested, undelivered restricted stock awards outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option 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 of stock options and restricted stock awards that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock awards. Recent Accounting Pronouncements Accounting Guidance Adopted in 2017 In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted the provisions of the new standard on January 1, 2017. Implementing the new pronouncement resulted in the Company recognizing tax benefits and tax deficiencies related to stock compensation deductions as a component of the provision for income tax expense in the reporting period in which they occur. Additionally, the Company has applied the modified retrospective adoption approach, which resulted in the Company recording deferred tax assets of approximately $0.2 million with an offsetting entry to retained earnings. ASU 2016-09 also requires the presentation of excess tax benefit from stock options as an operating activity on the consolidated statement of cash flows instead of as a financing activity, which resulted in an immaterial reclassification in the consolidated statement of cash flows for the first quarter of 2016. 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, , 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, , and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, respectively, each of which provide further implementation guidance for ASU 2014-09. 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 disclosures. However, the Company anticipates that this standard will have a material impact on its financial position, primarily due to office space operating leases, for which the company will be required to recognize lease assets and lease liabilities on its Consolidated Balance Sheets. The Company will continue to assess the potential impacts of this standard, including the impact the adoption of this guidance will have on its results of operations or cash flows, if any. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (step 2 of the goodwill impairment test) and instead requires only a one-step quantitative impairment test, performed by comparing the fair value of goodwill with its carrying amount. ASU 2017-04 is effective on a prospective basis effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
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. Quoted prices in active markets for identical assets and liabilities; • Level 2. Observable inputs other than quoted prices in active markets; and • Level 3. Unobservable inputs. The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: Fair Value Measurements at Reporting Date Using March 31, 2017 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) and commercial paper(2) $ 4,394 $ 95 $ 4,299 $ — Short-term investments(2) 9,990 — 9,990 — Long-term investments(2) 5,743 — 5,743 — Total assets $ 20,127 $ 95 $ 20,032 $ — 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 $ — (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. |
Cash, Cash Equivalents, and Inv
Cash, Cash Equivalents, and Investments | 3 Months Ended |
Mar. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Investments | 4. Cash, Cash Equivalents, and Investments Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at date of purchase. Cash equivalents are carried at cost, which approximates their fair market value. Cash and cash equivalents consisted of the following: March 31, 2017 December 31, 2016 Cash $ 12,225 $ 14,184 Money market funds and commercial paper 4,394 4,301 Total cash and cash equivalents $ 16,619 $ 18,485 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 $15 and $30 as of March 31, 2017 and December 31, 2016, respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. There were no realized gains or losses Short-term and long-term investments consisted of the following: March 31, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: U.S. Treasury securities $ 1,998 $ — $ (2 ) $ 1,996 Government agency bonds 2,509 1 (3 ) 2,507 Municipal bonds 8,744 — (17 ) 8,727 Corporate bonds 2,506 — (3 ) 2,503 Total short-term and long-term investments $ 15,757 $ 1 $ (25 ) $ 15,733 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 The Company had twenty four The Company’s investments have contractual maturity dates that range from May 2017 to January 2019. All income generated from these investments is recorded as interest income. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets The following table summarizes the Company’s intangible assets, net: As of March 31, 2017 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5–9 $ 6,839 $ (6,825 ) $ 14 Developed websites, technology and patents 10 1,196 (740 ) 456 Trademark, trade name and domain name 5–8 1,756 (1,675 ) 81 Proprietary user information database and Internet traffic 5 1,153 (1,134 ) 19 Total intangible assets $ 10,944 $ (10,374 ) $ 570 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 Intangible assets are amortized over their estimated useful lives, which range from five 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 3.18 years. Amortization expense was $40 and $0.3 million for the three months ended March 31, 2017 and 2016, respectively. Amortization expense is recorded within operating expenses as the intangible assets consist of customer-related assets which generate website traffic that the Company considers to be in support of selling and marketing activities. The Company did not write off any fully amortized intangible assets in the first quarter of 2017. The Company wrote off $0.1 million of fully amortized intangible assets in the first quarter of 2016. The The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization Expense 2017 (April 1st – December 31st) $ 120 2018 99 2019 83 2020 70 2021 85 Thereafter 113 $ 570 |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 6. Net Loss Per Common Share A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per common share is as follows: For the Three Months Ended March 31, 2017 2016 Numerator: Net loss $ (29 ) $ (48 ) Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 27,532,277 32,594,064 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 27,532,277 32,594,064 Effect of potentially dilutive shares (1) — — Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 27,532,277 32,594,064 Net Loss Per Share: Basic net loss per share $ (0.00 ) $ (0.00 ) Diluted net loss per share $ (0.00 ) $ (0.00 ) (1) In calculating diluted net loss per share, 0.4 million |
Term Loan Agreement
Term Loan Agreement | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Term Loan Agreement | 7 . Term Loan 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. As of March 31, 2017, the carrying amount of the Term Loan was $37.2 million. 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 3.31% at March 31, 2017, representing LIBOR plus the applicable margin of 2.50%. Interest expense under the Term Loan Agreement was $0.3 million during the three months ended March 31, 2017, which includes non-cash interest expense of $23 related to the amortization of deferred issuance costs. During the three months ended March 31, 2017, the Company made principal payments totaling $1.3 million. During the fiscal year ended December 31, 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. The Term Loan Agreement requires us to maintain compliance with certain covenants, including leverage and fixed charge coverage ratio covenants. At March 31, 2017, the Company was in compliance with all covenants under the Term Loan Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. 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. The Company leases approximately 110,000 square feet of office space in Newton, Massachusetts under three separate coterminous leases (the “Newton Leases”), which expire in February 2020. Certain of the Newton Leases contain rent concessions, which the Company is receiving over the life of the Newton Leases. 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 $1.1 million for the each of the first quarter of 2017 and 2016. Future minimum lease payments under the Company’s noncancelable operating leases at March 31, 2017 are as follows: Years Ending December 31: Minimum Payments 2017 (April 1st – December 31st) $ 3,588 2018 4,990 2019 4,922 2020 975 2021 390 $ 14,865 Litigation From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At March 31, 2017 and December 31, 2016, 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 | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. 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. 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 March 31, 2017, a total of 3,699,551 shares were available for grant under the 2007 Plan. The 2007 Plan will expire in May 2017, and the Company is proposing a new plan in conjunction with its annual meeting of stockholders, which is scheduled to be held on June 16, 2017. Accounting for Stock-Based Compensation The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of an award. The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company applied an estimated annual forfeiture rate in determining the expense recorded in each period. A summary of the stock option activity under the Company’s stock option plans for the three months ended March 31, 2017 is presented below: Year-to-Date Activity Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding at December 31, 2016 861,380 $ 9.42 Granted — — Exercised (12,375 ) 4.96 Forfeited — — Cancelled — — Options outstanding at March 31, 2017 849,005 $ 9.48 1.99 $ 1,486 Options exercisable at March 31, 2017 849,005 $ 9.48 1.99 $ 1,486 Options vested or expected to vest at March 31, 2017 849,005 $ 9.48 1.99 $ 1,486 During the three months ended March 31, 2017 and 2016 the total intrinsic value of options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to exercise the options) was not material. The total amount of cash received from exercise of these options was approximately $0.1 million during each of the three months ended March 31, 2017 and 2016. Restricted Stock Awards Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock award activity under the 2007 Plan for the three months ended March 31, 2017 is presented below: Year-to-Date Activity Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2016 1,640,790 $ 8.54 Granted — — Vested — — Forfeited (13,000 ) 7.96 Nonvested outstanding at March 31, 2017 1,627,790 $ 8.54 $ 14,699 There were no restricted stock awards that vested during the three months ended March 31, 2017. As of March 31, 2017, there was $9.9 million of total unrecognized compensation expense related to stock options and restricted stock awards which is expected to be recognized over a weighted average period of 1.7 years. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Reserved Common Stock As of March 31, 2017, the Company has reserved 6,226,345 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. Tender Offer On May 10, 2016, the Company commenced a tender offer (the “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 Board 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 Board, indirectly controls shares in Rogram LLC. Common Stock Repurchase Program In June 2016, the Company announced that the Board had authorized a $20 million stock repurchase program (the “June 2016 Repurchase Program”), whereby the Company 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 the three months ended March 31, 2017, the Company repurchased 161,147 shares of common stock for an aggregate purchase price of $1.4 million pursuant to the June 2016 Repurchase Program. Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. All share repurchases were funded with cash on hand. On May 5, 2017, the Company’s Board reauthorized the common stock repurchase program to allow the Company to use the remaining balance of the unused authorization under the 2016 Repurchase Program after its original expiration in June 2017. The reauthorized program will allow the Company to repurchase its 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 management. The reauthorized program has no time limit and may be suspended at any time. Additionally, the Company may establish, from time to time, 10b5-1 trading plans that will provide flexibility as it buys back its shares. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company’s effective income tax rate before discrete items was 45.6% and 40.2% for the three months ended March 31, 2017 and 2016, respectively. The higher rate in 2017, as compared to 2016 was primarily due to an increase in non-deductible expenses in the U.S. for 2017, largely related to stock-based compensation and officers’ compensation. The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. The estimated annual In the first quarter of 2017, the Company adopted ASU 2016-09, which requires that all excess tax benefits and tax deficiencies related to stock compensation be recognized as income tax expense or benefit in the income statement in the period incurred. As part of adopting ASU 2016-09, the Company recorded deferred tax assets for the federal and state excess tax benefit net operating losses in the amount of $0.2 million, with an offsetting entry to retained earnings. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company views its operations and manages its business as one operating segment based on factors such as how the Company manages its operations and how its executive management team reviews results and makes decisions on how to allocate resources and assess performance. Geographic Data Net sales to unaffiliated customers by geographic area were as follows: Three Months Ended March 31, 2017 2016 United States $ 17,185 $ 18,901 United Kingdom $ 2,395 $ 2,635 Other international 3,997 3,495 Total $ 23,577 $ 25,031 Long-lived assets by geographic area were as follows: March 31, 2017 December 31, 2016 United States $ 98,131 $ 98,330 International 5,177 4,972 Total $ 103,308 $ 103,302 Net sales to unaffiliated customers by geographic area is based on the customers’ current billing addresses, and does not consider the geo-targeted (target audience) location of the campaign. Long-lived assets are comprised of property and equipment, net; goodwill; and intangible assets, net. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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”) 810-10, Consolidation: Overall, because the Company holds all the variable interests of KWIT through TTGT Consulting, which is the primary beneficiary of KWIT. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and the VIE through the aforementioned agreements, whereby the equity holders of KWIT assigned all of their voting rights underlying their equity interest in KWIT to TTGT Consulting. In addition, through the other aforementioned agreements, the Company demonstrates its ability and intention to continue to exercise the ability to obtain substantially all of the profits and absorb all of the expected losses of KWIT. All significant intercompany accounts and transactions between the Company, its subsidiaries, and KWIT have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles, or “ ” “U.S.” |
Reclassifications | Reclassifications The adoption of a recent accounting pronouncement, described in more detail in the Accounting Guidance Adopted in 2017 section below, resulted in an in immaterial adjustment to the Accumulated Deficit in the prior period Consolidated Balance Sheet and an immaterial reclassification between Operating Activities and Financing Activities in the prior period Consolidated Statement of Cash Flows. There was no effect on the Consolidated Statement of Operations and Comprehensive Income. |
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, revenues are 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. Revenues are 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™. This suite of products and services includes IT Deal Alert: Qualified Sales Opportunities™, which profiles specific in-progress purchase projects, IT Deal Alert: Priority Engine™, which is a subscription service powered by the Company’s Activity Intelligence™ platform that integrates into salesforce.com and delivers information to allow marketers and sales personnel to identify those accounts who are actively researching new technology purchases, IT Deal Alert: Deal Data™, which is a customized solution aimed at sales intelligence and data scientist functions that makes the Company’s Activity Intelligence data directly consumable by the customer’s internal applications, and IT Deal Alert: TechTarget Research™, which is a subscription product that sources proprietary information about purchase transactions from IT professionals who are making and have recently completed these purchases. Qualified Sales Opportunities revenues are recognized when the Qualified Sales Opportunity is delivered to the Company’s customer, Priority Engine revenues are recognized ratably over the duration of the service, Deal Data revenues are recognized upon delivery of the data to the Company’s customer, and TechTarget Research revenues are recognized when the report is delivered. Core Online. The Company’s core online offerings enable its customers to reach and influence prospective buyers through content marketing programs designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. Demand Solutions. As part of its demand solutions campaign offerings, the Company may guarantee a minimum number of sales leads to be delivered over the course of the campaign. The Company determines the content necessary to achieve performance guarantees. Scheduled end dates of campaigns sometimes need to be extended, pursuant to the terms of the arrangement, to satisfy lead guarantees. The Company estimates a revenue reserve necessary to adjust revenue recognition for extended campaigns. These estimates are based on the Company’s experience in managing and fulfilling these offerings. The customer generally has cancellation privileges which normally require advance notice by the customer and require proportional payment by the customer for the portion of the campaign services provided by the Company. The Company recognizes revenues on duration-based campaigns ratably over the duration of the campaigns, which is usually less than six months and recognizes revenues on contracts where pricing is based on cost per lead during the period in which leads are delivered to its customers. Brand Solutions. Brand solutions consist mostly of banner revenue, which is recognized in the period in which the banner impressions, engagements or clicks occur and microsite revenue, which is recognized over the period during which the microsites are live. Custom Content Creation. Custom content revenues are recognized when the creation is completed and delivered to the customer. Other. Includes list rental revenue, which is recognized in the period in which the Company delivers the customer’s content to a list of the Company’s registered members, and revenues from third-party revenue sharing arrangements, which is primarily recognized on a net basis in the period in which the services are performed . Events Revenues from vendor-sponsored events, whether sponsored exclusively by a single vendor or in a multi-vendor sponsored event, are 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 revenues for paid attendee events upon completion of the events. Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. The Company excludes from its deferred revenue and accounts receivable balances amounts for which it has billed in advance prior to the start of a campaign or the delivery of services. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable, and long-term debt. With the exception of long-term debt, the carrying value of these instruments approximates their estimated fair values due to their short-term nature and liquidity. 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 market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. |
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 five to ten years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has only one reporting segment, it has been determined that there is 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 (“ASC 350”). The first step of the impairment test is to identify potential impairment by comparing the reporting unit’s fair value with its net book value (or carrying amount), including goodwill. The fair value is estimated based on a market value approach. If the fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is not performed. Whenever indicators of impairment become present, the Company would perform the second step and compare the implied fair value of the reporting unit’s goodwill, as defined by ASC 350, to its carrying value to determine the amount of the impairment loss, if any. As of December 31, 2016, there were no indications of impairment based on the step one analysis, and the Company’s estimated fair value exceeded its goodwill carrying value by a significant margin. There were no indications of impairment as of March 31, 2017. Based on the aforementioned evaluation, the Company believes that, as of the balance sheet dates presented, none of the Company’s goodwill or other long-lived assets were impaired. The Company did not have any intangible assets with indefinite lives as of March 31, 2017 or December 31, 2016. |
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. |
Property and Equipment and Other Capitalized Assets | Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service. |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $0.8 million and $0.7 million for the three months ended March 31, 2017 and 2016, respectively. |
Income Taxes | Income Taxes The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740”). 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 9. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statements 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 March 31, 2017 or 2016. |
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 Loss Per Share | Net Loss Per Share Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock awards outstanding during the period. Because the holders of unvested restricted stock awards do not have nonforfeitable rights to dividends or dividend equivalents, the Company does not consider these awards to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested, undelivered restricted stock awards outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option 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 of stock options and restricted stock awards that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock awards. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Guidance Adopted in 2017 In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted the provisions of the new standard on January 1, 2017. Implementing the new pronouncement resulted in the Company recognizing tax benefits and tax deficiencies related to stock compensation deductions as a component of the provision for income tax expense in the reporting period in which they occur. Additionally, the Company has applied the modified retrospective adoption approach, which resulted in the Company recording deferred tax assets of approximately $0.2 million with an offsetting entry to retained earnings. ASU 2016-09 also requires the presentation of excess tax benefit from stock options as an operating activity on the consolidated statement of cash flows instead of as a financing activity, which resulted in an immaterial reclassification in the consolidated statement of cash flows for the first quarter of 2016. 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, , 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, , and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, respectively, each of which provide further implementation guidance for ASU 2014-09. 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 disclosures. However, the Company anticipates that this standard will have a material impact on its financial position, primarily due to office space operating leases, for which the company will be required to recognize lease assets and lease liabilities on its Consolidated Balance Sheets. The Company will continue to assess the potential impacts of this standard, including the impact the adoption of this guidance will have on its results of operations or cash flows, if any. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (step 2 of the goodwill impairment test) and instead requires only a one-step quantitative impairment test, performed by comparing the fair value of goodwill with its carrying amount. ASU 2017-04 is effective on a prospective basis effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: Fair Value Measurements at Reporting Date Using March 31, 2017 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) and commercial paper(2) $ 4,394 $ 95 $ 4,299 $ — Short-term investments(2) 9,990 — 9,990 — Long-term investments(2) 5,743 — 5,743 — Total assets $ 20,127 $ 95 $ 20,032 $ — 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 $ — (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. |
Cash, Cash Equivalents, and I21
Cash, Cash Equivalents, and Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following: March 31, 2017 December 31, 2016 Cash $ 12,225 $ 14,184 Money market funds and commercial paper 4,394 4,301 Total cash and cash equivalents $ 16,619 $ 18,485 |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: March 31, 2017 Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: U.S. Treasury securities $ 1,998 $ — $ (2 ) $ 1,996 Government agency bonds 2,509 1 (3 ) 2,507 Municipal bonds 8,744 — (17 ) 8,727 Corporate bonds 2,506 — (3 ) 2,503 Total short-term and long-term investments $ 15,757 $ 1 $ (25 ) $ 15,733 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 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: As of March 31, 2017 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5–9 $ 6,839 $ (6,825 ) $ 14 Developed websites, technology and patents 10 1,196 (740 ) 456 Trademark, trade name and domain name 5–8 1,756 (1,675 ) 81 Proprietary user information database and Internet traffic 5 1,153 (1,134 ) 19 Total intangible assets $ 10,944 $ (10,374 ) $ 570 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 |
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 (April 1st – December 31st) $ 120 2018 99 2019 83 2020 70 2021 85 Thereafter 113 $ 570 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Common Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per common share is as follows: For the Three Months Ended March 31, 2017 2016 Numerator: Net loss $ (29 ) $ (48 ) Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 27,532,277 32,594,064 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding 27,532,277 32,594,064 Effect of potentially dilutive shares (1) — — Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares 27,532,277 32,594,064 Net Loss Per Share: Basic net loss per share $ (0.00 ) $ (0.00 ) Diluted net loss per share $ (0.00 ) $ (0.00 ) (1) In calculating diluted net loss per share, 0.4 million |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s noncancelable operating leases at March 31, 2017 are as follows: Years Ending December 31: Minimum Payments 2017 (April 1st – December 31st) $ 3,588 2018 4,990 2019 4,922 2020 975 2021 390 $ 14,865 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity Under Company's Stock Option Plans | A summary of the stock option activity under the Company’s stock option plans for the three months ended March 31, 2017 is presented below: Year-to-Date Activity Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding at December 31, 2016 861,380 $ 9.42 Granted — — Exercised (12,375 ) 4.96 Forfeited — — Cancelled — — Options outstanding at March 31, 2017 849,005 $ 9.48 1.99 $ 1,486 Options exercisable at March 31, 2017 849,005 $ 9.48 1.99 $ 1,486 Options vested or expected to vest at March 31, 2017 849,005 $ 9.48 1.99 $ 1,486 |
Summary of Restricted Stock Award Activity Under 2007 Stock Plan | Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock award activity under the 2007 Plan for the three months ended March 31, 2017 is presented below: Year-to-Date Activity Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2016 1,640,790 $ 8.54 Granted — — Vested — — Forfeited (13,000 ) 7.96 Nonvested outstanding at March 31, 2017 1,627,790 $ 8.54 $ 14,699 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Net Sales to Unaffiliated Customers by Geographic Area | Net sales to unaffiliated customers by geographic area were as follows: Three Months Ended March 31, 2017 2016 United States $ 17,185 $ 18,901 United Kingdom $ 2,395 $ 2,635 Other international 3,997 3,495 Total $ 23,577 $ 25,031 |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: March 31, 2017 December 31, 2016 United States $ 98,131 $ 98,330 International 5,177 4,972 Total $ 103,308 $ 103,302 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Website | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of websites | 140 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2017USD ($)SegmentReporting_Unit | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of reporting segment | Segment | 1 | ||
Number of reporting unit | Reporting_Unit | 1 | ||
Intangible assets with indefinite lives | $ 0 | $ 0 | |
Capitalized internal-use software and website development costs | 800,000 | $ 700,000 | |
Reclassifications out of accumulated other comprehensive income | 0 | $ 0 | |
ASU No. 2016-09 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred tax assets | $ 200,000 | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 10 years |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Total assets | $ 20,127 | $ 23,090 |
Money Market Funds and Commercial Paper [Member] | ||
Assets: | ||
Total assets | 4,394 | |
Money Market Funds [Member] | ||
Assets: | ||
Total assets | 4,301 | |
Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 9,990 | 10,988 |
Long-term Investments [Member] | ||
Assets: | ||
Total assets | 5,743 | 7,801 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Total assets | 95 | 4,301 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds and Commercial Paper [Member] | ||
Assets: | ||
Total assets | 95 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Total assets | 4,301 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total assets | 20,032 | 18,789 |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds and Commercial Paper [Member] | ||
Assets: | ||
Total assets | 4,299 | |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 9,990 | 10,988 |
Significant Other Observable Inputs (Level 2) [Member] | Long-term Investments [Member] | ||
Assets: | ||
Total assets | $ 5,743 | $ 7,801 |
Cash, Cash Equivalents, and I30
Cash, Cash Equivalents, and Investments - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2017USD ($)Security | Mar. 31, 2016USD ($)Security | Dec. 31, 2016USD ($) | |
Cash And Cash Equivalents [Abstract] | |||
Liquid investments with maturities | 3 months | ||
Cumulative unrealized loss, net of taxes | $ 15,000 | $ 30,000 | |
Realized gains or losses | $ 0 | $ 0 | |
Number of securities in unrealized loss position | Security | 24 | 7 | |
Unrealized loss available for sale securities, less than 8 months | $ 25,000 | ||
Unrealized loss available for sale securities fair value, less than 8 months | $ 14,700,000 | $ 9,000,000 | |
Maximum duration of security | 8 months | ||
Municipal bonds maturity Start - date | May 31, 2017 | ||
Municipal bonds maturity End - date | Jan. 31, 2019 |
Cash, Cash Equivalents, and I31
Cash, Cash Equivalents, and Investments - Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Cash And Cash Equivalents [Abstract] | ||||
Cash | $ 12,225 | $ 14,184 | ||
Money market funds and commercial paper | 4,394 | 4,301 | ||
Total cash and cash equivalents | $ 16,619 | $ 18,485 | $ 14,963 | $ 14,783 |
Cash, Cash Equivalents, and I32
Cash, Cash Equivalents, and Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 15,757 | $ 18,836 |
Gross Unrealized Gains | 1 | 1 |
Gross Unrealized Losses | (25) | (48) |
Estimated Fair Value | 15,733 | 18,789 |
U.S. Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 1,998 | 1,998 |
Gross Unrealized Losses | (2) | (1) |
Estimated Fair Value | 1,996 | 1,997 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 2,509 | 5,012 |
Gross Unrealized Gains | 1 | 1 |
Gross Unrealized Losses | (3) | (2) |
Estimated Fair Value | 2,507 | 5,011 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 8,744 | 9,817 |
Gross Unrealized Losses | (17) | (42) |
Estimated Fair Value | 8,727 | 9,775 |
Corporate Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 2,506 | 2,009 |
Gross Unrealized Losses | (3) | (3) |
Estimated Fair Value | $ 2,503 | $ 2,006 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,944 | $ 10,899 |
Accumulated Amortization | (10,374) | (10,298) |
Total intangible assets | $ 570 | 601 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | |
Customer, Affiliate and Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,839 | 6,826 |
Accumulated Amortization | (6,825) | (6,807) |
Total intangible assets | $ 14 | $ 19 |
Customer, Affiliate and Advertiser Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Customer, Affiliate and Advertiser Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 9 years | 9 years |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 1,196 | $ 1,178 |
Accumulated Amortization | (740) | (705) |
Total intangible assets | 456 | 473 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,756 | 1,749 |
Accumulated Amortization | (1,675) | (1,664) |
Total intangible assets | $ 81 | $ 85 |
Trademarks, Trade Name and Domain Name [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Trademarks, Trade Name and Domain Name [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 8 years | 8 years |
Proprietary User Information Database and Internet Traffic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Gross Carrying Amount | $ 1,153 | $ 1,146 |
Accumulated Amortization | (1,134) | (1,122) |
Total intangible assets | $ 19 | $ 24 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period | 3 years 2 months 5 days | |
Amortization of intangible assets | $ 40,000 | $ 302,000 |
Write off of intangible assets | $ 0 | $ 100,000 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 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 | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2017 (April 1st – December 31st) | $ 120 | |
2,018 | 99 | |
2,019 | 83 | |
2,020 | 70 | |
2,021 | 85 | |
Thereafter | 113 | |
Total intangible assets | $ 570 | $ 601 |
Net Loss Per Common Share - Rec
Net Loss Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss | $ (29) | $ (48) |
Basic: | ||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 27,532,277 | 32,594,064 |
Diluted: | ||
Weighted average shares of common stock and vested, undelivered restricted stock awards outstanding | 27,532,277 | 32,594,064 |
Total weighted average shares of common stock and vested, undelivered restricted stock awards outstanding and potentially dilutive shares | 27,532,277 | 32,594,064 |
Net loss per common share: | ||
Basic net loss per share | $ 0 | $ 0 |
Diluted net loss per share | $ 0 | $ 0 |
Net Loss Per Common Share - R37
Net Loss Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss Per Common Share (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Outstanding stock options and unvested restricted stock awards excluded from computation of diluted EPS | 0.4 | 0.4 |
Outstanding stock options and unvested restricted stock awards excluded from computation of diluted EPS that would have been dilutive if Company had net income | 0.6 |
Term Loan Agreement - Additiona
Term Loan Agreement - Additional Information (Detail) - USD ($) $ in Thousands | May 09, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | |||
Amortization of deferred issuance costs | $ 23 | ||
Term loan principal payment | $ 1,250 | ||
Senior Secured Credit Facilities Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Credit agreement bearing interest rate | Annual rate of 1.50% | ||
Interest bearing rate | 1.50% | ||
Applicable interest rate on borrowings | 3.31% | ||
LIBOR margin | plus 2.50 | ||
Interest expense | $ 300 | ||
Amortization of deferred issuance costs | 23 | ||
Term loan principal payment | 1,300 | $ 11,300 | |
Principal pre-payment in excess of contractual amounts due | $ 10,000 | ||
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] | |||
Date the company entered into a Credit Agreement | May 9, 2016 | ||
Aggregate principal amount of term loan borrowed | $ 50,000 | ||
Debt instrument term loan | 5 years | ||
Carrying amount of term loan | $ 37,200 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2009ft² | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Commitments and Contingencies [Line Items] | ||||
Lease expiration date | Dec. 31, 2021 | |||
Lease agreement for office | ft² | 110,000 | |||
Total rent expense under the Company's leases | $ 1,100,000 | $ 1,100,000 | ||
Charges, claims related to litigation | $ 0 | $ 0 | ||
Newton Lease [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Lease expiration period | 2020-02 |
Commitments and Contingencies40
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2017 (April 1st – December 31st) | $ 3,588 |
2,018 | 4,990 |
2,019 | 4,922 |
2,020 | 975 |
2,021 | 390 |
Future minimum lease payments, Total | $ 14,865 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Expected dividend yield | 0.00% | |
Cash received from exercise of options | $ 61 | $ 61 |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 9,900 | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 8 months 12 days | |
Restricted Stock [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock options vested | 0 | |
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 | 3,699,551 | |
Plan expiration period | 2017-05 | |
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 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plans (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options outstanding, beginning balance | shares | 861,380 |
Options Outstanding, Exercised | shares | (12,375) |
Options outstanding, ending balance | shares | 849,005 |
Options Outstanding, Options exercisable | shares | 849,005 |
Options Outstanding, Options vested or expected to vest | shares | 849,005 |
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ / shares | $ 9.42 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 4.96 |
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | $ / shares | 9.48 |
Weighted- Average Exercise Price Per Share, Options exercisable | $ / shares | 9.48 |
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ / shares | $ 9.48 |
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 1 year 11 months 27 days |
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 1 year 11 months 27 days |
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 1 year 11 months 27 days |
Aggregate Intrinsic Value, Options outstanding | $ | $ 1,486 |
Aggregate Intrinsic Value, Options exercisable | $ | 1,486 |
Aggregate Intrinsic Value, Options vested or expected to vest | $ | $ 1,486 |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of Restricted Stock Award Activity Under 2007 Stock Plan (Detail) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Nonvested outstanding, beginning balance | 1,640,790 |
Shares, Vested | 0 |
Shares, Forfeited | (13,000) |
Shares, Nonvested outstanding, ending balance | 1,627,790 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ / shares | $ 8.54 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 7.96 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 8.54 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 14,699 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | May 10, 2016 | Mar. 31, 2017 | Jun. 30, 2016 |
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% | ||
Two Thousand And Seven Plan [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Common stock reserved | 6,226,345 | ||
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 | ||
Treasury stock acquired, average purchase price per share | $ 7.75 | ||
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 | ||
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 | ||
June 2016 Repurchase Program [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Common stock repurchased, shares | 161,147 | ||
Common stock repurchase, amount | $ 1,400 | ||
Common stock repurchase authorized amount | $ 20,000,000 | ||
Stock repurchase program expiration date | Jun. 30, 2017 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes [Line Items] | ||
Effective income tax rate | 45.60% | 40.20% |
ASU 2016-09 [Member] | ||
Income Taxes [Line Items] | ||
Income tax benefit | $ 0.1 | |
Deferred tax assets for federal and state excess tax benefit, net operating losses | $ 0.2 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | $ 23,577 | $ 25,031 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | 17,185 | 18,901 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | 2,395 | 2,635 |
Other International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | $ 3,997 | $ 3,495 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 103,308 | $ 103,302 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 98,131 | 98,330 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 5,177 | $ 4,972 |