Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 27,597,437 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 19,253 | $ 18,485 |
Short-term investments | 8,764 | 10,988 |
Accounts receivable, net of allowance for doubtful accounts of $1,676 and $1,961 as of September 30, 2017 and December 31, 2016, respectively | 29,393 | 22,551 |
Prepaid taxes | 2,133 | 3,961 |
Prepaid expenses and other current assets | 2,670 | 1,952 |
Total current assets | 62,213 | 57,937 |
Property and equipment, net | 8,757 | 9,232 |
Long-term investments | 3,042 | 7,801 |
Goodwill | 93,717 | 93,469 |
Intangible assets, net | 542 | 601 |
Deferred tax assets | 543 | 139 |
Other assets | 880 | 898 |
Total assets | 169,694 | 170,077 |
Current liabilities: | ||
Accounts payable | 1,486 | 2,100 |
Current portion of term loan | 9,888 | 6,157 |
Accrued expenses and other current liabilities | 2,747 | 2,792 |
Accrued compensation expenses | 1,240 | 698 |
Income taxes payable | 122 | |
Deferred revenue | 9,238 | 6,079 |
Total current liabilities | 24,599 | 17,948 |
Long-term liabilities: | ||
Long-term portion of term loan | 24,811 | 32,286 |
Deferred rent | 1,763 | 2,080 |
Deferred tax liabilities | 198 | 200 |
Total liabilities | 51,371 | 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, 53,246,110 shares issued and 27,597,037 shares outstanding at September 30, 2017 and 52,601,284 shares issued and 27,495,539 shares outstanding at December 31, 2016 | 53 | 52 |
Treasury stock, 25,649,073 shares at September 30, 2017 and 25,105,745 shares at December 31, 2016, at cost | (167,953) | (162,731) |
Additional paid-in capital | 298,933 | 296,853 |
Accumulated other comprehensive gain (loss) | 5 | (248) |
Accumulated deficit | (12,715) | (16,363) |
Total stockholders’ equity | 118,323 | 117,563 |
Total liabilities and stockholders’ equity | $ 169,694 | $ 170,077 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 1,676 | $ 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 | 53,246,110 | 52,601,284 |
Common stock, shares outstanding | 27,597,037 | 27,495,539 |
Treasury stock, shares | 25,649,073 | 25,105,745 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Revenues: | |||||
Online | $ 28,012 | $ 24,247 | $ 78,085 | $ 76,242 | |
Events | 1,503 | 168 | 3,713 | ||
Total revenues | 28,012 | 25,750 | 78,253 | 79,955 | |
Cost of revenues: | |||||
Online | [1] | 6,951 | 6,889 | 20,931 | 20,360 |
Events | 723 | 41 | 2,049 | ||
Total cost of revenues | 6,951 | 7,612 | 20,972 | 22,409 | |
Gross profit | 21,061 | 18,138 | 57,281 | 57,546 | |
Operating expenses: | |||||
Selling and marketing | [1] | 11,568 | 11,243 | 33,006 | 33,331 |
Product development | [1] | 2,209 | 2,074 | 6,168 | 6,027 |
General and administrative | [1] | 3,288 | 3,138 | 9,542 | 9,392 |
Depreciation | 1,065 | 951 | 3,249 | 2,987 | |
Amortization of intangible assets | 44 | 183 | 126 | 718 | |
Total operating expenses | 18,174 | 17,589 | 52,091 | 52,455 | |
Operating income | 2,887 | 549 | 5,190 | 5,091 | |
Interest and other expense, net | (190) | (471) | (447) | (1,037) | |
Income before provision for income taxes | 2,697 | 78 | 4,743 | 4,054 | |
Provision for income taxes | 623 | 100 | 1,337 | 1,725 | |
Net income (loss) | 2,074 | (22) | 3,406 | 2,329 | |
Other comprehensive income, net of tax: | |||||
Unrealized gain (loss) on investments (net of tax provision of $3, $(13), $11, and $3, respectively) | 6 | (22) | 20 | 5 | |
Foreign currency translation gain | 71 | 11 | 233 | 110 | |
Other comprehensive income (loss) | 77 | (11) | 253 | 115 | |
Comprehensive income (loss) | $ 2,151 | $ (33) | $ 3,659 | $ 2,444 | |
Net income (loss) per common share: | |||||
Basic | $ 0.08 | $ 0 | $ 0.12 | $ 0.08 | |
Diluted | $ 0.07 | $ 0 | $ 0.12 | $ 0.07 | |
Weighted average common shares outstanding: | |||||
Basic | 27,555 | 27,540 | 27,521 | 30,650 | |
Diluted | 28,320 | 27,540 | 28,275 | 31,608 | |
[1] | (1)Amounts include stock-based compensation expense as follows: Cost of online revenues $13 $36 $38 $90 Selling and marketing 1,284 1,260 3,161 3,103 Product development 18 45 92 124 General and administrative 811 703 2,018 1,753 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Unrealized (loss) gain on investments, tax effect | $ 3 | $ (13) | $ 11 | $ 3 |
Cost of Online Revenues [Member] | ||||
Allocated stock-based compensation expense | 13 | 36 | 38 | 90 |
Selling and Marketing [Member] | ||||
Allocated stock-based compensation expense | 1,284 | 1,260 | 3,161 | 3,103 |
Product Development [Member] | ||||
Allocated stock-based compensation expense | 18 | 45 | 92 | 124 |
General and Administrative [Member] | ||||
Allocated stock-based compensation expense | $ 811 | $ 703 | $ 2,018 | $ 1,753 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Activities: | ||
Net income | $ 3,406 | $ 2,329 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,373 | 3,705 |
Provision for bad debt | 606 | 289 |
Amortization of investment premiums | 214 | 217 |
Stock-based compensation | 5,309 | 5,070 |
Amortization of debt issuance costs | 81 | 128 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,447) | 452 |
Prepaid taxes, prepaid expenses and other current assets | (759) | (436) |
Other assets | 44 | 54 |
Accounts payable | (618) | 19 |
Income taxes payable | 1,581 | 1,094 |
Accrued expenses and other current liabilities | (130) | (786) |
Accrued compensation expenses | 519 | (88) |
Deferred revenue | 3,159 | 1,331 |
Other liabilities | (321) | (29) |
Net cash provided by operating activities | 9,017 | 13,349 |
Investing activities: | ||
Purchases of property and equipment, and other capitalized assets | (2,761) | (3,435) |
Purchases of investments | (500) | (3,210) |
Proceeds from sales and maturities of investments | 7,300 | 4,600 |
Net cash provided by (used in) investing activities | 4,039 | (2,045) |
Financing activities: | ||
Tax withholdings related to net share settlements | (3,789) | (4,380) |
Purchase of treasury shares and related costs | (5,222) | (45,056) |
Payment of earnout liabilities | (459) | |
Proceeds from exercise of stock options | 561 | 3,963 |
Debt issuance costs | (50) | (367) |
Term loan proceeds | 50,000 | |
Term loan principal payment | (3,750) | |
Net cash (used in) provided by financing activities | (12,250) | 3,701 |
Effect of exchange rate changes on cash and cash equivalents | (38) | 29 |
Net increase in cash and cash equivalents | 768 | 15,034 |
Cash and cash equivalents at beginning of period | 18,485 | 14,783 |
Cash and cash equivalents at end of period | 19,253 | 29,817 |
Supplemental disclosure of cash flow information: | ||
Cash (refunded from) paid for taxes, net | $ (166) | $ 685 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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. The Company’s critical accounting policies are those that affect its more significant judgments used in the preparation of its consolidated financial statements. A description of the Company’s critical accounting policies and estimates is contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Other than those noted in the “Accounting Guidance Adopted in 2017” section below, there were no material changes to the Company’s critical accounting policies and use of estimates during the first nine months of 2017. 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. 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, 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 Consolidated Balance Sheet as of December 31, 2016 and in an immaterial reclassification between Operating Activities and Financing Activities in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. There was no effect on the Consolidated Statements of Operations and Comprehensive Income. There were no reclassifications out of accumulated other comprehensive income in the periods ended September 30, 2017 or 2016. 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. The Company reduces its accounts receivable for an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses. 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. 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 Consolidated 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 nine months 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. The standard may be applied retrospectively to each prior period presented, or using the modified retrospective approach, with the cumulative effect recognized as of the date of initial application. The Company anticipates adopting the standard effective January 1, 2018, using the modified retrospective approach. The Company is continuing to identify any necessary changes to its systems, processes, and internal controls to meet the standard’s reporting and disclosure requirements. Based upon evaluations to date, the Company does not anticipate any significant system, process, or internal control changes. The Company continues to progress in its evaluation of the impact of the adoption of the standard on other areas of its consolidated financial statements and disclosures, and anticipates additional required disclosures but does not anticipate a material effect on its reported revenue, its net income, or its accounting for deferred commissions balances. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Operations and Comprehensive Income. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 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) $ 3,452 $ 3,452 $ — $ — Short-term investments(2) 8,764 — 8,764 — Long-term investments(2) 3,042 — 3,042 — Total assets $ 15,258 $ 3,452 $ 11,806 $ — 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 | 9 Months Ended |
Sep. 30, 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: September 30, 2017 December 31, 2016 Cash $ 15,801 $ 14,184 Money market funds 3,452 4,301 Total cash and cash equivalents $ 19,253 $ 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 $10 and $30 as of September 30, 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: September 30, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: U.S. Treasury securities $ 1,998 $ — $ (3 ) $ 1,995 Government agency bonds 2,005 — (2 ) 2,003 Municipal bonds 5,815 — (8 ) 5,807 Corporate bonds 2,003 — (2 ) 2,001 Total short-term and long-term investments $ 11,821 $ — $ (15 ) $ 11,806 December 31, 2016 Amortized 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 nineteen fourteen twenty one 13.8 million The Company’s investments have contractual maturity dates that range from November |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following table summarizes the Company’s intangible assets, net: September 30, 2017 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5 $ 6,918 $ (6,909 ) $ 9 Developed websites, technology and patents 10 1,323 (878 ) 445 Trademark, trade name and domain name 8 1,797 (1,718 ) 79 Proprietary user information database and internet traffic 5 1,195 (1,186 ) 9 Total intangible assets $ 11,233 $ (10,691 ) $ 542 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 3.08 years. Amortization expense was $0.1 million and $0.7 million for the nine months ended September 30, 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 nine months of 2017. The The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization Expense 2017 (October 1 – December 31) $ 43 2018 109 2019 92 2020 78 2021 94 Thereafter 126 Total $ 542 Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. The Company did not have any intangible assets other than goodwill with indefinite lives as of September 30, 2017 or December 31, 2016. There were no indications of impairment as of September 30, 2017, and the Company believes that, as of the balance sheet dates presented, none of the Company’s goodwill or intangible assets was impaired. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 6. Net Income (Loss) Per Common Share A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net income (loss) $ 2,074 $ (22 ) $ 3,406 $ 2,329 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,554,586 27,539,655 27,521,244 30,650,164 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,554,586 27,539,655 27,521,244 30,650,164 Effect of potentially dilutive shares (1) 765,799 — 754,043 958,059 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,320,385 27,539,655 28,275,287 31,608,223 Net Income (Loss) Per Share: Basic net income (loss) per share $ 0.08 $ (0.00 ) $ 0.12 $ 0.08 Diluted net income (loss) per share $ 0.07 $ (0.00 ) $ 0.12 $ 0.07 (1) In calculating diluted net income (loss) per share, 0.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units were excluded for each of the three and nine months ended September 30, 2017 and 1.2 million shares related to outstanding stock options and unvested restricted stock units were excluded for each of the three and nine months ended September 30, 2016, because including them would have been anti-dilutive. Additionally, shares used to calculate diluted net loss per share exclude the 0.8 million shares related to outstanding stock options and restricted stock units from the three months ended September 30, 2016 that would have been dilutive if the Company had reported net income during that period. |
Term Loan Agreement
Term Loan Agreement | 9 Months Ended |
Sep. 30, 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 September 30, 2017, the carrying amount of the Term Loan was $34.7 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 3.74% at September 30, 2017, representing LIBOR plus the applicable margin of 2.50%. Interest expense under the Term Loan Agreement was $1.0 million and $0.6 million during the nine months ended September 30, 2017 and 2016, respectively. This includes non-cash interest expense of $81 and $36 for the nine months ended September 30, 2017 and 2016, respectively, related to the amortization of deferred issuance costs. During the nine months ended September 30, 2017, the Company made principal payments totaling $3.8 million. The Term Loan Agreement requires the Company to maintain compliance with certain covenants, including leverage and fixed charge coverage ratio covenants. At September 30, 2017, the Company was in compliance with all covenants under the Term Loan Agreement. |
Commitments and Contingencies a
Commitments and Contingencies and Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies And Subsequent Events [Abstract] | |
Commitments and Contingencies and Subsequent Events | 8. Commitments and Contingencies and Subsequent Events Operating Leases The Company conducts its operations in leased office facilities under various noncancelable operating lease agreements that, as amended in October 2017, expire through December 2029. On October 26, 2017, the Company and Hines Global REIT Riverside Center, LLC (“Hines”) entered into a Third Amendment (the “Third Amendment”) to the lease agreement for office space in Newton, Massachusetts, dated as of August 4, 2009, by and between the Company and MA-Riverside Project, L.L.C. (predecessor-in-interest to Hines) as amended (the “Newton Lease”). The Third Amendment extends the lease term to December 31, 2029 and preserves the Company’s option to extend the term for an additional five (5) year period subject to certain terms and conditions set forth in the Newton Lease. The Third Amendment reduces the rentable space from approximately 110,000 square feet to approximately 74,000 square feet effective January 1, 2018 and provides the Company with a one-time cash allowance of up to $3.3 million, which may be used by the Company for any purpose. Beginning on January 1, 2018, base monthly rent under the Third Amendment will be $0.3 million. The base rent will increase biennially at a rate averaging approximately 1% per year, beginning on January 1, 2020. The Company remains responsible for certain other costs under the Third Amendment, including operating expenses and taxes. The Newton Lease contains rent concessions, which the Company is receiving over the life of the Newton Lease. Certain of the Company’s operating leases include lease incentives and escalating payment amounts and are renewable for varying periods. The Company is recognizing the related rent expense on a straight-line basis over the term of each lease, taking into account the lease incentives and escalating lease payments. Total rent expense under the Company’s leases was approximately $3.4 million and approximately $3.3 million for the nine months ended September 30, 2017 and 2016, respectively. Future minimum lease payments under the Company’s noncancelable operating leases, as amended, as of October 26, 2017 are as follows: Years Ending December 31: Minimum Payments 2017 (October 1 – December 31) $ 1,203 2018 4,218 2019 4,107 2020 3,630 2021 3,734 Thereafter 28,004 Total $ 44,896 Litigation From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At September 30, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Stock Option and Incentive 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 allowed the Company to grant ISOs, NSOs, stock appreciation rights, deferred stock awards, restricted stock units and other awards. Under the 2007 Plan, stock options could not be granted at less than fair market value on the date of grant, and grants generally vested 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 had 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. At the inception of the plan, t he Company reserved for issuance an aggregate of 2,911,667 shares of common stock under the 2007 Plan, which expired in May 2017. The 2007 Plan was subject to an automatic annual increase of shares 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 was subject to adjustment in the event of a stock split, stock dividend or other change in capitalization. Additionally, shares that were subject to stock options returned to the 1999 Plan as a result of their expiration, cancellation, or termination were automatically made available for issuance under the 2007 Plan. Approximately 8,224,334 shares were added to the 2007 Plan in accordance with the automatic annual increase and 1999 Plan return provisions. No new awards may be granted under the 2007 Plan; however, the shares of common stock remaining in the 2007 Plan are available for issuance in connection with previously awarded grants under the 2007 Plan. In March 2017, the Board approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”), which was approved by the stockholders of the Company at the 2017 Annual Meeting and became effective June 16, 2017. The 2017 Plan replaces the Company’s 2007 Plan. On that date, approximately 3,000,000 shares of Common Stock were reserved for issuance under the 2017 Plan and, generally, shares that are forfeited or canceled from awards under the 2017 Plan also will be available for future awards. Under the 2017 Plan, the Company may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Shares of stock issued pursuant to restricted stock awards are restricted in that they are not transferable until they vest. Stock underlying awards of restricted stock units are not issued until the units vest. Non-qualified stock options cannot be exercised until they vest. Under the 2017 Plan, all stock options and stock appreciation rights must be granted with an exercise price that is at least equal to the fair market value of the stock on the date of grant. The 2017 Plan broadly prohibits the repricing of options and stock appreciation rights without stockholder approval and requires that no dividends or dividend equivalents be paid with respect to options or stock appreciation rights. The 2017 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards (referred to as “full-value awards”), they would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 635,000 shares of common stock that remain subject to outstanding stock grants under the 2017 Plan as of September 30, 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 plans for the nine months ended September 30, 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 20,000 10.33 Exercised (103,673 ) 5.44 $ 437 Forfeited — — Cancelled (104,087 ) 13.47 Options outstanding at September 30, 2017 673,620 $ 9.43 1.98 $ 2,310 Options exercisable at September 30, 2017 653,620 $ 9.41 1.74 $ 2,277 Options vested or expected to vest at September 30, 2017 671,652 $ 9.43 1.96 $ 2,306 During the nine months ended September 30, 2017, the total intrinsic value of options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to exercise the options) was $0.4 million. During the nine months ended September 30, 2016, the total intrinsic value of options exercised was $1.8 million. The total amount of cash received from exercise of these options was approximately $0.6 million and $4.0 million during the nine months ended September 30, 2017 and 2016, respectively. Restricted Stock Units Restricted stock units are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit activity under the Company’s plans for the nine months ended September 30, 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 618,826 9.57 Vested (759,866 ) 8.20 Forfeited (35,500 ) 9.93 Nonvested outstanding at September 30, 2017 1,464,250 $ 9.12 $ 17,483 The total grant date fair value of restricted stock units that vested during each of the nine months ended September 30, 2017 and 2016 was $6.2 million. As of September 30, 2017, there was $12.0 million of total unrecognized compensation expense related to stock options and restricted stock units, which is expected to be recognized over a weighted average period of 2.1 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Reserved Common Stock As of September 30, 2017, the Company has reserved 8,676,876 shares of common stock for use in settling outstanding options and unvested restricted stock units that have not been issued as well as future awards available for grant under the 2017 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 nine months ended September 30, 2017, the Company repurchased 543,328 shares of common stock for an aggregate purchase price of $5.2 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 June 2016 Repurchase Program after its original expiration in June 2017. The reauthorized program allows 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. As of September 30, 2017, the Company had $6.8 million remaining for purchases under the stock repurchase program. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company’s effective income tax rate before discrete items was 44.7% and 42.0% for the nine months ended September 30, 2017 and 2016, respectively. The Company recognized income tax benefits for discrete items of $0.8 million and of an immaterial amount during the nine months ended September 30, 2017 and 2016, respectively. 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 Consolidated Statement of Operations and Comprehensive Income 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 | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 United States $ 20,971 $ 19,298 $ 56,955 $ 59,715 United Kingdom $ 2,922 $ 2,116 $ 8,563 $ 7,515 Other international 4,119 4,336 12,735 12,725 Total $ 28,012 $ 25,750 $ 78,253 $ 79,955 Long-lived assets by geographic area were as follows: September 30, 2017 December 31, 2016 United States $ 97,654 $ 98,330 International 5,362 4,972 Total $ 103,016 $ 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) | 9 Months Ended |
Sep. 30, 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. 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, 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 Consolidated Balance Sheet as of December 31, 2016 and in an immaterial reclassification between Operating Activities and Financing Activities in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. There was no effect on the Consolidated Statements of Operations and Comprehensive Income. There were no reclassifications out of accumulated other comprehensive income in the periods ended September 30, 2017 or 2016. |
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. The Company reduces its accounts receivable for an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses. 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. |
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 Consolidated 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 nine months 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. The standard may be applied retrospectively to each prior period presented, or using the modified retrospective approach, with the cumulative effect recognized as of the date of initial application. The Company anticipates adopting the standard effective January 1, 2018, using the modified retrospective approach. The Company is continuing to identify any necessary changes to its systems, processes, and internal controls to meet the standard’s reporting and disclosure requirements. Based upon evaluations to date, the Company does not anticipate any significant system, process, or internal control changes. The Company continues to progress in its evaluation of the impact of the adoption of the standard on other areas of its consolidated financial statements and disclosures, and anticipates additional required disclosures but does not anticipate a material effect on its reported revenue, its net income, or its accounting for deferred commissions balances. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Operations and Comprehensive Income. 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) | 9 Months Ended |
Sep. 30, 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 September 30, 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) $ 3,452 $ 3,452 $ — $ — Short-term investments(2) 8,764 — 8,764 — Long-term investments(2) 3,042 — 3,042 — Total assets $ 15,258 $ 3,452 $ 11,806 $ — 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) | 9 Months Ended |
Sep. 30, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and cash equivalents consisted of the following: September 30, 2017 December 31, 2016 Cash $ 15,801 $ 14,184 Money market funds 3,452 4,301 Total cash and cash equivalents $ 19,253 $ 18,485 |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: September 30, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term and long-term investments: U.S. Treasury securities $ 1,998 $ — $ (3 ) $ 1,995 Government agency bonds 2,005 — (2 ) 2,003 Municipal bonds 5,815 — (8 ) 5,807 Corporate bonds 2,003 — (2 ) 2,001 Total short-term and long-term investments $ 11,821 $ — $ (15 ) $ 11,806 December 31, 2016 Amortized 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 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: September 30, 2017 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5 $ 6,918 $ (6,909 ) $ 9 Developed websites, technology and patents 10 1,323 (878 ) 445 Trademark, trade name and domain name 8 1,797 (1,718 ) 79 Proprietary user information database and internet traffic 5 1,195 (1,186 ) 9 Total intangible assets $ 11,233 $ (10,691 ) $ 542 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 (October 1 – December 31) $ 43 2018 109 2019 92 2020 78 2021 94 Thereafter 126 Total $ 542 |
Net Income (Loss) Per Common 23
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net income (loss) $ 2,074 $ (22 ) $ 3,406 $ 2,329 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,554,586 27,539,655 27,521,244 30,650,164 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,554,586 27,539,655 27,521,244 30,650,164 Effect of potentially dilutive shares (1) 765,799 — 754,043 958,059 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,320,385 27,539,655 28,275,287 31,608,223 Net Income (Loss) Per Share: Basic net income (loss) per share $ 0.08 $ (0.00 ) $ 0.12 $ 0.08 Diluted net income (loss) per share $ 0.07 $ (0.00 ) $ 0.12 $ 0.07 (1) In calculating diluted net income (loss) per share, 0.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units were excluded for each of the three and nine months ended September 30, 2017 and 1.2 million shares related to outstanding stock options and unvested restricted stock units were excluded for each of the three and nine months ended September 30, 2016, because including them would have been anti-dilutive. Additionally, shares used to calculate diluted net loss per share exclude the 0.8 million shares related to outstanding stock options and restricted stock units from the three months ended September 30, 2016 that would have been dilutive if the Company had reported net income during that period. |
Commitments and Contingencies24
Commitments and Contingencies and Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies And Subsequent Events [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s noncancelable operating leases, as amended, as of October 26, 2017 are as follows: Years Ending December 31: Minimum Payments 2017 (October 1 – December 31) $ 1,203 2018 4,218 2019 4,107 2020 3,630 2021 3,734 Thereafter 28,004 Total $ 44,896 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity Under Company's Plans | A summary of the stock option activity under the Company’s plans for the nine months ended September 30, 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 20,000 10.33 Exercised (103,673 ) 5.44 $ 437 Forfeited — — Cancelled (104,087 ) 13.47 Options outstanding at September 30, 2017 673,620 $ 9.43 1.98 $ 2,310 Options exercisable at September 30, 2017 653,620 $ 9.41 1.74 $ 2,277 Options vested or expected to vest at September 30, 2017 671,652 $ 9.43 1.96 $ 2,306 |
Summary of Restricted Stock Unit Activity Under Company's Plans | Restricted stock units are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit activity under the Company’s plans for the nine months ended September 30, 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 618,826 9.57 Vested (759,866 ) 8.20 Forfeited (35,500 ) 9.93 Nonvested outstanding at September 30, 2017 1,464,250 $ 9.12 $ 17,483 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 United States $ 20,971 $ 19,298 $ 56,955 $ 59,715 United Kingdom $ 2,922 $ 2,116 $ 8,563 $ 7,515 Other international 4,119 4,336 12,735 12,725 Total $ 28,012 $ 25,750 $ 78,253 $ 79,955 |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: September 30, 2017 December 31, 2016 United States $ 97,654 $ 98,330 International 5,362 4,972 Total $ 103,016 $ 103,302 |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 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) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Significant Accounting Policies [Line Items] | ||
Reclassifications out of accumulated other comprehensive income | $ 0 | $ 0 |
ASU No. 2016-09 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Deferred tax assets | $ 200,000 |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Total assets | $ 15,258 | $ 23,090 |
Money Market Funds [Member] | ||
Assets: | ||
Total assets | 3,452 | 4,301 |
Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 8,764 | 10,988 |
Long-term Investments [Member] | ||
Assets: | ||
Total assets | 3,042 | 7,801 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Total assets | 3,452 | 4,301 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | ||
Assets: | ||
Total assets | 3,452 | 4,301 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total assets | 11,806 | 18,789 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 8,764 | 10,988 |
Significant Other Observable Inputs (Level 2) [Member] | Long-term Investments [Member] | ||
Assets: | ||
Total assets | $ 3,042 | $ 7,801 |
Cash, Cash Equivalents, and I30
Cash, Cash Equivalents, and Investments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)Security | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Security | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)Security | |
Cash And Cash Equivalents [Abstract] | |||||
Liquid investments with maturities | 3 months | ||||
Cumulative unrealized loss, net of taxes | $ 10,000 | $ 10,000 | $ 30,000 | ||
Realized gains or losses | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of securities in unrealized loss position | Security | 19 | 19 | 21 | ||
Unrealized loss available for sale securities, less than 11 months | $ 16,000 | $ 16,000 | $ 48,000 | ||
Unrealized loss available for sale securities fair value, less than 11 months | $ 11,300,000 | $ 11,300,000 | $ 13,800,000 | ||
Maximum duration of security | 14 months | ||||
Municipal bonds maturity Start - date | Nov. 30, 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 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Cash And Cash Equivalents [Abstract] | ||||
Cash | $ 15,801 | $ 14,184 | ||
Money market funds | 3,452 | 4,301 | ||
Total cash and cash equivalents | $ 19,253 | $ 18,485 | $ 29,817 | $ 14,783 |
Cash, Cash Equivalents, and I32
Cash, Cash Equivalents, and Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 11,821 | $ 18,836 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (15) | (48) |
Estimated Fair Value | 11,806 | 18,789 |
U.S. Treasury Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,998 | 1,998 |
Gross Unrealized Losses | (3) | (1) |
Estimated Fair Value | 1,995 | 1,997 |
US Government Agencies Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,005 | 5,012 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (2) | (2) |
Estimated Fair Value | 2,003 | 5,011 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 5,815 | 9,817 |
Gross Unrealized Losses | (8) | (42) |
Estimated Fair Value | 5,807 | 9,775 |
Corporate Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,003 | 2,009 |
Gross Unrealized Losses | (2) | (3) |
Estimated Fair Value | $ 2,001 | $ 2,006 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,233 | $ 10,899 |
Accumulated Amortization | (10,691) | (10,298) |
Total intangible assets | $ 542 | 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] | ||
Estimated useful lives | 5 years | |
Gross Carrying Amount | $ 6,918 | 6,826 |
Accumulated Amortization | (6,909) | (6,807) |
Total intangible assets | $ 9 | $ 19 |
Customer, Affiliate and Advertiser Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Customer, Affiliate and Advertiser Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 9 years | |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 1,323 | $ 1,178 |
Accumulated Amortization | (878) | (705) |
Total intangible assets | $ 445 | 473 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 8 years | |
Gross Carrying Amount | $ 1,797 | 1,749 |
Accumulated Amortization | (1,718) | (1,664) |
Total intangible assets | $ 79 | $ 85 |
Trademarks, Trade Name and Domain Name [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | |
Trademarks, Trade Name and Domain Name [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 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 | $ 1,195 | $ 1,146 |
Accumulated Amortization | (1,186) | (1,122) |
Total intangible assets | $ 9 | $ 24 |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Goodwill And Intangible Assets [Line Items] | |||||
Remaining amortization period | 3 years 30 days | ||||
Amortization of intangible assets | $ 44,000 | $ 183,000 | $ 126,000 | $ 718,000 | |
Write off of intangible assets | 0 | ||||
Intangible assets other than goodwill with indefinite lives | $ 0 | $ 0 | $ 0 | ||
Minimum [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Maximum [Member] | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Estimated useful lives | 10 years |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Schedule of Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2017 (October 1 – December 31) | $ 43 | |
2,018 | 109 | |
2,019 | 92 | |
2,020 | 78 | |
2,021 | 94 | |
Thereafter | 126 | |
Total intangible assets | $ 542 | $ 601 |
Net Income (Loss) Per Common 36
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net income (loss) | $ 2,074 | $ (22) | $ 3,406 | $ 2,329 |
Basic: | ||||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 27,554,586 | 27,539,655 | 27,521,244 | 30,650,164 |
Diluted: | ||||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 27,554,586 | 27,539,655 | 27,521,244 | 30,650,164 |
Effect of potentially dilutive shares | 765,799 | 754,043 | 958,059 | |
Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares | 28,320,385 | 27,539,655 | 28,275,287 | 31,608,223 |
Net income (loss) per common share: | ||||
Basic | $ 0.08 | $ 0 | $ 0.12 | $ 0.08 |
Diluted | $ 0.07 | $ 0 | $ 0.12 | $ 0.07 |
Net Income (Loss) Per Common 37
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Parenthetical) (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Outstanding stock options and unvested restricted stock units excluded from computation of diluted EPS | 0.3 | 1.2 | 0.3 | 1.2 |
Outstanding stock options and restricted stock units excluded from computation of diluted EPS that would have been dilutive if Company had net income | 0.8 |
Term Loan Agreement - Additiona
Term Loan Agreement - Additional Information (Detail) - USD ($) $ in Thousands | May 09, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Line of Credit Facility [Line Items] | |||
Aggregate principal amount of term loan borrowed | $ 50,000 | ||
Amortization of deferred issuance costs | $ 81 | 128 | |
Term loan principal payment | $ 3,750 | ||
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 | 3.74% | ||
LIBOR margin | plus 2.50 | ||
Interest expense | $ 1,000 | 600 | |
Amortization of deferred issuance costs | 81 | $ 36 | |
Term loan principal payment | 3,800 | ||
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 | $ 34,700 |
Commitments and Contingencies39
Commitments and Contingencies and Subsequent Events - Additional Information (Detail) | Oct. 26, 2017USD ($)ft² | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Commitments And Contingencies And Subsequent Events [Line Items] | ||||
Total rent expense under the Company's leases | $ 3,400,000 | $ 3,300,000 | ||
Charges, claims related to litigation | $ 0 | $ 0 | ||
Subsequent Event [Member] | Third Amendment Newton Lease [Member] | ||||
Commitments And Contingencies And Subsequent Events [Line Items] | ||||
Lease extension date | Dec. 31, 2029 | |||
Operating lease term option to extend | 5 years | |||
One-time cash allowance | $ 3,300,000 | |||
Amendment effective date | Jan. 1, 2018 | |||
Base monthly rent | $ 300,000 | |||
Percentage increase in base rent | 1.00% | |||
Subsequent Event [Member] | Third Amendment Newton Lease [Member] | Maximum [Member] | ||||
Commitments And Contingencies And Subsequent Events [Line Items] | ||||
Lease agreement for office | ft² | 110,000 | |||
Subsequent Event [Member] | Third Amendment Newton Lease [Member] | Minimum [Member] | ||||
Commitments And Contingencies And Subsequent Events [Line Items] | ||||
Lease agreement for office | ft² | 74,000 |
Commitments and Contingencies40
Commitments and Contingencies and Subsequent Events - Schedule of Future Minimum Lease Payments (Detail) - Subsequent Event [Member] $ in Thousands | Oct. 26, 2017USD ($) |
Commitments And Contingencies And Subsequent Events [Line Items] | |
2017 (October 1 – December 31) | $ 1,203 |
2,018 | 4,218 |
2,019 | 4,107 |
2,020 | 3,630 |
2,021 | 3,734 |
Thereafter | 28,004 |
Total | $ 44,896 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 16, 2017 | Dec. 31, 2016 | Apr. 30, 2007 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Common stock outstanding under the plan | 673,620 | 861,380 | |||
Expected dividend yield | 0.00% | ||||
Intrinsic value of options exercised | $ 437 | $ 1,800 | |||
Cash received from exercise of options | 561 | 3,963 | |||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized | $ 12,000 | ||||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized, period for recognition | 2 years 1 month 7 days | ||||
Restricted Stock Units [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Grant date fair value of restricted stock units vested | $ 6,200 | $ 6,200 | |||
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 | ||||
Plan expiration period | 2017-05 | ||||
Annual increase in reserved common stock | 2.00% | ||||
Additional share authorized | 8,224,334 | ||||
New awards granted | 0 | ||||
Common stock outstanding under the plan | 1,527,870 | ||||
Stock Option 2007 Plan [Member] | Restricted Stock Units [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Number of vested units that remain outstanding | 25,000 | ||||
Stock Option 2017 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Issuance of common stock incentives | 3,000,000 | ||||
Common stock outstanding under the plan | 635,000 | ||||
Plan effective date | Jun. 16, 2017 | ||||
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 Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options outstanding, beginning balance | 861,380 | |
Options Outstanding, Granted | 20,000 | |
Options Outstanding, Exercised | (103,673) | |
Options Outstanding, Cancelled | (104,087) | |
Options outstanding, ending balance | 673,620 | |
Options Outstanding, Options exercisable | 653,620 | |
Options Outstanding, Options vested or expected to vest | 671,652 | |
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ 9.42 | |
Weighted-Average Exercise Price Per Share, Granted | 10.33 | |
Weighted-Average Exercise Price Per Share, Exercised | 5.44 | |
Weighted- Average Exercise Price Per Share, Cancelled | 13.47 | |
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | 9.43 | |
Weighted- Average Exercise Price Per Share, Options exercisable | 9.41 | |
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ 9.43 | |
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 1 year 11 months 23 days | |
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 1 year 8 months 27 days | |
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 1 year 11 months 16 days | |
Aggregate Intrinsic Value, Exercised | $ 437 | $ 1,800 |
Aggregate Intrinsic Value, Options outstanding | 2,310 | |
Aggregate Intrinsic Value, Options exercisable | 2,277 | |
Aggregate Intrinsic Value, Options vested or expected to vest | $ 2,306 |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of Restricted Stock Unit Activity Under Company's Plans (Detail) - Restricted Stock Units [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Nonvested outstanding, beginning balance | shares | 1,640,790 |
Shares, Granted | shares | 618,826 |
Shares, Vested | shares | (759,866) |
Shares, Forfeited | shares | (35,500) |
Shares, Nonvested outstanding, ending balance | shares | 1,464,250 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ / shares | $ 8.54 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 9.57 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 8.20 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 9.93 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 9.12 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 17,483 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | May 10, 2016 | Sep. 30, 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 Seventeen Plan [Member] | |||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||
Common stock reserved | 8,676,876 | ||
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 | 543,328 | ||
Common stock repurchase, amount | $ 5,200,000 | ||
Common stock repurchase authorized amount | $ 20,000,000 | ||
Stock repurchase program expiration date | Jun. 30, 2017 | ||
Stock repurchase program authorized amount remaining for purchases | $ 6,800,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes [Line Items] | ||
Effective income tax rate before discrete items | 44.70% | 42.00% |
Income tax benefits recognized for discrete items | $ 0.8 | |
ASU 2016-09 [Member] | ||
Income Taxes [Line Items] | ||
Income tax benefits recognized from excess deductions, net of shortfalls | 0.5 | |
Deferred tax assets for federal and state excess tax benefit, net operating losses | $ 0.2 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | $ 28,012 | $ 25,750 | $ 78,253 | $ 79,955 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | 20,971 | 19,298 | 56,955 | 59,715 |
United Kingdom [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | 2,922 | 2,116 | 8,563 | 7,515 |
Other International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales, Total | $ 4,119 | $ 4,336 | $ 12,735 | $ 12,725 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 103,016 | $ 103,302 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 97,654 | 98,330 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 5,362 | $ 4,972 |