Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 17, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TTGT | ||
Entity Registrant Name | TECHTARGET, INC. | ||
Entity Central Index Key | 0001293282 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 28,137,116 | ||
Entity Public Float | $ 707.1 | ||
Entity File Number | 1-33472 | ||
Entity Tax Identification Number | 04-3483216 | ||
Entity Address, Address Line One | 275 Grove Street | ||
Entity Address, City or Town | Newton | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02466 | ||
City Area Code | 617 | ||
Local Phone Number | 431-9200 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for the 2021 annual meeting of stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2020. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 82,616 | $ 52,487 |
Short-term investments | 84 | 5,012 |
Accounts receivable, net of allowance for doubtful accounts of $1,754 and $1,899, respectively | 40,183 | 27,102 |
Prepaid taxes | 796 | 1,017 |
Prepaid expenses and other current assets | 4,084 | 1,813 |
Total current assets | 127,763 | 87,431 |
Property and equipment, net | 13,661 | 12,371 |
Goodwill | 179,118 | 93,639 |
Intangible assets, net | 108,872 | 710 |
Operating lease assets with right-of-use | 26,031 | 26,385 |
Deferred tax assets | 216 | 136 |
Other assets | 907 | 936 |
Total assets | 456,568 | 221,608 |
Current liabilities: | ||
Accounts payable | 4,303 | 2,036 |
Current operating lease liability | 3,611 | 2,571 |
Current portion of debt | 1,241 | |
Accrued expenses and other current liabilities | 16,539 | 2,476 |
Accrued compensation expenses | 5,789 | 3,679 |
Income taxes payable | 487 | 65 |
Contract liabilities | 15,689 | 4,335 |
Total current liabilities | 46,418 | 16,403 |
Non-current operating lease liability | 26,943 | 28,170 |
Long-term portion of debt | 153,882 | 22,473 |
Other liabilities | 2,971 | |
Deferred tax liabilities | 23,848 | 1,611 |
Total liabilities | 254,062 | 68,657 |
Commitments and contingencies (See Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 55,633,155 and 54,903,824 shares issued, respectively; 28,122,603 and 28,142,519 shares outstanding, respectively | 56 | 55 |
Treasury stock, at cost; 27,510,552 and 26,761,305 shares, respectively | (199,796) | (184,972) |
Additional paid-in capital | 363,055 | 317,675 |
Accumulated other comprehensive income (loss) | 1,611 | (319) |
Retained earnings | 37,580 | 20,512 |
Total stockholders’ equity | 202,506 | 152,951 |
Total liabilities and stockholders’ equity | $ 456,568 | $ 221,608 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 1,754 | $ 1,899 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | 55,633,155 | 54,903,824 |
Common stock, shares outstanding | 28,122,603 | 28,142,519 |
Treasury stock, shares | 27,510,552 | 26,761,305 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues: | ||||
Total revenues | $ 148,376 | $ 133,957 | $ 121,333 | |
Cost of revenues: | ||||
Total cost of revenues | [1] | 37,344 | 31,858 | 28,959 |
Gross profit | 111,032 | 102,099 | 92,374 | |
Operating expenses: | ||||
Selling and marketing | [1] | 55,455 | 52,462 | 47,779 |
Product development | [1] | 7,827 | 8,107 | 8,869 |
General and administrative | [1] | 18,983 | 14,088 | 14,557 |
Depreciation and amortization, excluding depreciation of $991, $296, $0 included in cost of revenues | 5,946 | 4,703 | 4,548 | |
Total operating expenses | 88,211 | 79,360 | 75,753 | |
Operating income | 22,821 | 22,739 | 16,621 | |
Interest (expense) income and other (expense) income, net | (317) | (691) | (1,778) | |
Income before provision for income taxes | 22,504 | 22,048 | 14,843 | |
Provision for income taxes | 5,436 | 5,173 | 1,888 | |
Net income | 17,068 | 16,875 | 12,955 | |
Other comprehensive (loss) income, net of tax: | ||||
Unrealized gain on investments | 15 | |||
Foreign currency translation adjustments | 1,930 | (104) | (295) | |
Other comprehensive (loss) income | 1,930 | (104) | (280) | |
Comprehensive income | $ 18,998 | $ 16,771 | $ 12,675 | |
Net income per common share: | ||||
Basic | $ 0.61 | $ 0.61 | $ 0.47 | |
Diluted | $ 0.61 | $ 0.60 | $ 0.45 | |
Weighted average common shares outstanding: | ||||
Basic | 27,855,000 | 27,874,000 | 27,738,000 | |
Diluted | 28,674,547 | 28,311,687 | 28,652,814 | |
[1] |
Consolidated Statements of In_2
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation included in cost of revenues | $ 991 | $ 296 | $ 0 |
Cost of Revenues [Member] | |||
Allocated stock-based compensation expense | 410 | 210 | 159 |
Selling and Marketing [Member] | |||
Allocated stock-based compensation expense | 10,560 | 8,936 | 4,899 |
Product Development [Member] | |||
Allocated stock-based compensation expense | 550 | 408 | 200 |
General and Administrative [Member] | |||
Allocated stock-based compensation expense | $ 5,289 | $ 4,663 | $ 3,855 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Gain [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Beginning balance at Dec. 31, 2017 | $ 120,747 | $ 53 | $ (170,816) | $ 300,763 | $ 65 | $ (9,318) |
Beginning balance, shares at Dec. 31, 2017 | 53,338,297 | 25,855,182 | ||||
Issuance of common stock from stock options and restricted stock units | 1,005 | $ 1 | 1,004 | |||
Issuance of common stock from stock options and restricted stock units, shares | 779,028 | |||||
Purchase of common stock through stock repurchase program/stock buyback | (7,089) | $ (7,089) | ||||
Purchase of common stock through stock repurchase program/stock buyback, shares | 471,098 | |||||
Stock-based compensation expense | 8,397 | 8,397 | ||||
Tax withholdings related to net share settlement of RSU’s | (3,150) | (3,150) | ||||
Unrealized gain on investments | 15 | 15 | ||||
Unrealized (loss) gain on foreign currency translation | (295) | (295) | ||||
Net income | 12,955 | 12,955 | ||||
Ending balance at Dec. 31, 2018 | 132,585 | $ 54 | $ (177,905) | 307,014 | (215) | 3,637 |
Ending balance, shares at Dec. 31, 2018 | 54,117,325 | 26,326,280 | ||||
Issuance of common stock from stock options and restricted stock units | 386 | $ 1 | 385 | |||
Issuance of common stock from stock options and restricted stock units, shares | 763,323 | |||||
Purchase of common stock through stock repurchase program/stock buyback | (7,067) | $ (7,067) | ||||
Purchase of common stock through stock repurchase program/stock buyback, shares | 411,849 | |||||
Stock-based compensation expense | 13,066 | 13,066 | ||||
Tax withholdings related to net share settlement of RSU’s | (2,790) | (2,790) | ||||
Tax withholdings related to net share settlement of RSU’s, shares | 23,176 | 23,176 | ||||
Unrealized (loss) gain on foreign currency translation | (104) | (104) | ||||
Net income | 16,875 | 16,875 | ||||
Ending balance at Dec. 31, 2019 | 152,951 | $ 55 | $ (184,972) | 317,675 | (319) | 20,512 |
Ending balance, shares at Dec. 31, 2019 | 54,903,824 | 26,761,305 | ||||
Issuance of common stock from exercise of options | $ 551 | $ 1 | 550 | |||
Issuance of common stock from exercise of options, shares | 50,000 | 50,000 | ||||
Issuance of common stock from restricted stock awards, shares | 666,844 | |||||
Purchase of common stock through stock repurchase program/stock buyback | $ (14,824) | $ (14,824) | ||||
Purchase of common stock through stock repurchase program/stock buyback, shares | 736,760 | |||||
Deferred tax effect from Convertible Debt | (10,559) | (10,559) | ||||
Stock-based compensation expense | 17,869 | 17,869 | ||||
Tax withholdings related to net share settlement of RSU’s | (3,539) | (3,539) | ||||
Tax withholdings related to net share settlement of RSU’s, shares | 12,487 | 12,487 | ||||
Equity component of convertible senior notes | 41,059 | 41,059 | ||||
Unrealized (loss) gain on foreign currency translation | 1,930 | 1,930 | ||||
Net income | 17,068 | 17,068 | ||||
Ending balance at Dec. 31, 2020 | $ 202,506 | $ 56 | $ (199,796) | $ 363,055 | $ 1,611 | $ 37,580 |
Ending balance, shares at Dec. 31, 2020 | 55,633,155 | 27,510,552 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Accumulated Other Comprehensive (Loss) Gain [Member] | |
Tax provision on unrealized gain on investments | $ 11 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | |||
Net income | $ 17,068 | $ 16,875 | $ 12,955 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 6,937 | 4,999 | 4,548 |
Provision for bad debt | 218 | 339 | 986 |
Amortization of investment premiums | 73 | ||
Stock-based compensation | 16,809 | 14,217 | 9,113 |
Amortization of debt issuance costs | 47 | 9 | 298 |
Deferred tax provision | (203) | (1,097) | (137) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 97 | 2,601 | (1,548) |
Operating lease assets (ROU) | 2,757 | 2,736 | |
Prepaid expenses and other current assets | (260) | 1,011 | (150) |
Other assets | 850 | (74) | 11 |
Accounts payable | 1,222 | 164 | 332 |
Income taxes payable | 633 | 2,524 | (398) |
Accrued expenses and other current liabilities | 6,213 | (792) | (212) |
Accrued compensation expenses | 322 | 94 | 336 |
Operating lease liability (ROU) | (3,110) | (2,920) | |
Contract liabilities | (118) | (1,237) | (2,025) |
Other liabilities | 2,971 | (305) | |
Net cash provided by operating activities | 52,453 | 39,449 | 23,877 |
Investing activities: | |||
Purchases of property and equipment, and other capitalized assets | (6,660) | (6,335) | (5,538) |
Purchases of investments | (111) | (5,012) | |
Proceeds from sales and maturities of investments | 5,042 | 500 | 7,600 |
Acquisitions of business, net of acquired cash | (174,018) | (370) | |
Net cash (used in) provided by investing activities | (175,747) | (10,847) | 1,692 |
Financing activities: | |||
Tax withholdings related to net share settlements | (3,539) | (2,790) | (3,150) |
Purchase of treasury shares and related costs | (14,824) | (7,067) | (7,089) |
Proceeds from exercise of stock options | 551 | 386 | 1,005 |
Term loan proceeds | 25,000 | ||
Debt issuance costs | (12) | (44) | |
Proceeds from the issuance of convertible senior notes | 194,940 | ||
Loan Agreement and Term loan principal payment | (23,750) | (1,250) | (32,500) |
Net cash (used in) provided by financing activities | 153,366 | (10,721) | (16,778) |
Effect of exchange rate changes on cash and cash equivalents | 57 | (67) | (84) |
Net increase in cash and cash equivalents | 30,129 | 17,814 | 8,707 |
Cash and cash equivalents at beginning of period | 52,487 | 34,673 | 25,966 |
Cash and cash equivalents at end of period | 82,616 | 52,487 | 34,673 |
Supplemental disclosure of cash flow information: | |||
Cash paid for taxes, net | $ 4,906 | $ 3,581 | $ 2,625 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2020 | |
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 approximately 140 websites, each of which focuses on a specific IT sector such as storage, security or networking. IT and business 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 and business 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 and business professionals’ needs for expert, peer and IT vendor information and provide a platform on which B2B technology companies can launch targeted marketing campaigns which generate measurable return on investment. Based upon the logical clustering of members’ 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 market categories: Security; Networking; Storage; Data Center and Virtualization Technologies; CIO/IT Strategy; Business Applications and Analytics; Application Architecture and Development; and ANCL Channel. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these Notes to Consolidated Financial Statements. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH and as of December 23, 2020, BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (“BrightTALK”). 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. In 2018, TechTarget modified its PRC operations consolidating its activities with other TechTarget locations. TechTarget (Beijing) Information Technology Consulting Co. Ltd. (“TTGT Consulting”) and Keji Wangtuo Information Technology Co., Ltd., (“KWIT”), which were incorporated under the laws of the People’s Republic of China (“PRC”), were closed during 2018. 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. BrightTALK are entities which the Company does business for the BrightTALK webinar and virtual event platform. 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, the allocation of purchase price to intangibles and goodwill, and income taxes. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. Revenue Recognition under ASC 606, Revenue from Contacts with Customers (“ASC 606”) On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018 . The Company’s adoption of ASC 606 reduced the Company’s accounts receivable and deferred revenue by $3.5 million as of January 1, 2018. The Company generates its revenues from the sale of targeted marketing and advertising campaigns, which it delivers via its data analytic solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied. The Company’s offerings consist of: • IT Deal Alert TM . A suite of data and services for B2B technology companies that leverages the detailed purchase intent data that we collect on enterprise technology organizations and professionals researching IT purchases on our network of websites. Through proprietary scoring methodologies, we use this insight to help our customers identify and prioritize accounts and contacts whose content consumption around specific enterprise technology topics indicates that they are “in-market” for a particular product or service. The suite of products and services include Priority Engine™, Qualified Sales Opportunities™, and Deal Data™. Priority Engine™ is a subscription service powered by our Activity Intelligence™ platform, which integrates with customer relationship management and marketing automation platforms from salesforce.com, Marketo, Eloqua, Pardot, and Integrate. The service delivers lead generation workflow solutions that enable marketers and sales forces to identify and understand accounts and individuals actively researching new technology purchases and then to engage those active prospects. Qualified Sales Opportunities™ is a product that profiles specific in-progress purchase projects, including information on scope and purchase considerations. Deal Data™ is a customized solution aimed at sales intelligence and data scientist functions within our customer organizations. It renders our Activity Intelligence™ data into one-time offerings directly consumable by the customer’s internal applications. For Priority Engine as well as other duration based solutions, which are discussed below, revenue is recognized ratably over the contract period using the same time-based measure of progress for each of the distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Revenue from Qualified Sales Opportunities™, Deal Data™ and Research is recognized at the point in time when control is transferred to the customer, which occurs when the related reports are provided to the customer. • Channel Offerings . Our offering allows our customers to deliver unlimited live webinars and videos to an unlimited audience. • Demand Solutions. Our offerings enable our customers to reach and influence prospective buyers through content marketing programs, such as white papers, webcasts, podcasts, videocasts, virtual trade shows, and content sponsorships, designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. We believe this allows B2B technology companies to maximize return on investment (“ROI”) on marketing and sales expenditures by capturing sales leads from the distribution and promotion of content to our audience of enterprise technology and business professionals. • Brand Solutions . Our suite of brand solutions offerings provides B2B technology companies with direct exposure to targeted audiences of enterprise technology and business professionals actively researching information related to their products and services. We leverage our Activity Intelligence™ platform to enable significant segmentation and targeting of specific audiences that can be accessed through these programs. Components of brand programs may include on-network branding, off-network branding, and microsites and related formats. • Custom Content Creation. We also at times create white papers, case studies, webcasts or videos to our customers’ specifications. These customized content assets are then promoted to our audience within both demand solutions and brand solutions programs. Revenue from demand and brand solutions is primarily recognized when the transfer of control occurs. Certain of the contracts within demand and brand solutions are duration-based campaigns which, in the event of customer cancellation, provide the Company with an enforceable right to a proportional payment for the portion of the campaign based on services provided. Accordingly, revenue from duration-based campaigns is recognized using a time-based measure of progress, which the Company believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. To determine standalone selling price for the individual performance obligations in the arrangement, the Company uses an estimate of the observable selling prices in separate transactions. The Company establishes best estimates considering multiple factors including, but not limited to, class of client, size of transaction, available inventory, pricing strategies and market conditions. The Company uses a range of amounts to estimate stand-alone selling price when it sells the goods and services separately and needs to determine whether a discount is to be allocated based upon the relative stand-alone selling price to the various goods and services. J udgment is required to determine the standalone selling price for each distinct performance obligation. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term and long-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations. Long-Lived Assets , Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from eighteen months to nineteen years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has a single single Intangibles – Goodwill and Other Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets were impaired. The Company did not have any intangible assets, other than goodwill, with indefinite lives as of December 31, 2020 or 2019. Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable for an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2020, 2019, and 2018. Balance at Beginning of Year Provision Write-offs, Net of Recoveries Balance at End of Year Year ended December 31, 2018 $ 1,783 $ 986 $ (670 ) $ 2,099 Year ended December 31, 2019 $ 2,099 $ 339 $ (539 ) $ 1,899 Year ended December 31, 2020 $ 1,899 $ 218 $ (363 ) $ 1,754 Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 3 - 10 years Computer equipment and software 3 years Internal-use software and website development costs 3 - 5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2020 2019 Furniture and fixtures $ 1,339 $ 1,267 Computer equipment and software 5,122 4,461 Leasehold improvements 33,943 3,779 Internal-use software and website development costs 3,790 28,546 44,194 38,053 Less: accumulated depreciation and amortization (30,533 ) (25,682 ) $ 13,661 $ 12,371 Depreciation expense was $5.8 million, $4.9 million, and $4.4 million for the years ended December 31, 2020, 2019, and 2018, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $1.0 million, $7.3 million, and $1.5 million of fully depreciated assets that were no longer in service during 2020, 2019, and 2018, respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations with the exception of certain depreciation expense which is classified as a component of cost of goods sold. Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The Company begins to capitalize costs to develop software and website applications when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Judgment is required in determining the point at which various projects enter the state at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally four years. To the extent that the Company changes the manner in which it develops and tests new features and functionalities related to its websites, assesses the ongoing value of capitalized assets, or determines the estimated useful lives over which the costs are amortized, the amount of website development costs it capitalizes and amortizes in future periods would be impacted. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $ million , $5.1 million , and $3.0 million for the years ended December 31, 2020 , 2019 , and 2018 , respectively. Debt Issuance Costs Costs incurred with the issuance of the Company’s convertible debt are deferred and amortized as interest expense over the term of the related convertible instrument using the effective interest method. To the extent the convertible debt is outstanding, these amounts are reflected in the consolidated balance sheets as a deduction of the convertible debt. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. At December 31, 2020, 2019 and 2018, no customer represented 10% of total accounts receivable. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2020, 2019, or 2018. Income Taxes The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes The Company recognizes interest and penalties related to unrecognized tax benefits, if any, in income tax expense. Stock-Based Compensation The Company has stock-based employee compensation plans which are more fully described in Note 11. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statement of Income and Comprehensive Income using the straight-line method over the vesting period of the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock option awards. Comprehensive Income Comprehensive income includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive income includes changes in the fair value of the Company’s unrealized gains on available for sale securities and foreign currency translation adjustments. There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2020, 2019, or 2018. Foreign Currency The functional currency for each of the Company’s subsidiaries is the local currency of the country in which it is incorporated. All assets and liabilities are translated into U.S. dollar equivalents at the exchange rate in effect on the balance sheet date or at a historical rate. Revenues and expenses are translated at average exchange rates. Translation gains or losses are recorded in stockholders’ equity as an element of accumulated other comprehensive income (loss). Net Income Per Share Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock units outstanding during the period. Because the holders of unvested restricted stock units do not have non-forfeitable rights to dividends or dividend equivalents, the Company does not consider these restricted stock units to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested, undelivered restricted stock units outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option and restricted stock unit programs using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock units is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options and restricted stock units that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock units. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2020 2019 2018 Numerator: Net income $ 17,068 $ 16,875 $ 12,955 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,855,888 27,873,745 27,738,178 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,855,888 27,873,745 27,678,959 Effect of potentially dilutive shares 818,659 437,942 973,855 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,674,547 28,311,687 28,652,814 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 17,068 $ 16,875 $ 12,955 Weighted average shares of stock outstanding 27,855,888 27,873,745 27,738,178 Net income per common share $ 0.61 $ 0.61 $ 0.47 Diluted: Net income applicable to common stockholders $ 17,423 $ 16,875 $ 12,955 Weighted average shares of stock outstanding 28,674,547 28,311,687 28,652,814 Net income per common share(1) $ 0.61 $ 0.60 $ 0.45 (1) In calculating diluted earnings per share, 0 million, 0.3 million, and 0.5 million shares related to outstanding stock options and unvested, undelivered restricted stock units which were excluded for the years ended December 31, 2020, 2019, and 2018, respectively, because they were anti-dilutive. Additionally, we excluded the impact of the amortization into interest expense the amounts relating to our convertible notes to recalculate the net income utilized in diluted earnings per share. Recent Accounting Pronouncements Recently Adopted Accounting Guidance In January 2017, the FASB issued Accounting Standards Update (“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. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-03, “Measurement of Credit Losses on Financial Instruments,” (ASU 2016-03) which amends ASC 326 “Financial Instruments—Credit Losses” which introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and financial instruments by using all practical and relevant information. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements” (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. Accounting Guidance Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for us in the first quarter of 2021 on a prospective basis, and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements, however, based upon our evaluation to date we do not expect the guidance to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments and contracts on an entity’s own equity. Among other things, the standard removes certain accounting models which require bifurcation from the host contract of certain features of convertible debt instruments, unless the feature qualifies as a derivative under ASC 815. Additionally, companies are required to use the if-converted method for convertible instruments in their calculations of diluted earnings per share. Early adoption is permitted but no earlier than the fiscal year beginning after December 15, 2020. Upon adoption, the Company expects a decrease to additional paid in capital, an increase in the carrying value of its convertible note and an increase to retained earnings. The Company is continuing to evaluate the effect that the adoption of this standard will have on its financial statements . |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America. Years Ended December 31, 2020 2019 2018 North America $ 90,919 $ 89,582 $ 82,660 International 57,457 44,375 38,673 Total Revenue $ 148,376 $ 133,957 $ 121,333 Contract liabilities Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Company’s contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. Contract liabilities on the accompanying Consolidated Balance Sheets were $15.7 million, including approximately $9.7 million of deferred revenue acquired and $4.3 million at December 31, 2020 and December 31, 2019, respectively. Additionally, certain customers may receive credits, which are accounted for as a material right. The Company estimates these amounts based on the expected amount of future services to be provided to customers and allocates a portion of the transaction price to these material rights. The Company recognizes these material rights as the material rights are exercised. The resulting amounts included in contract liabilities on the accompanying Consolidated Balance Sheets were $2.2 million and $2.4 million at December 31, 2020 and December 31, 2019, respectively. Contract Liabilities Year-to-Date Activity (in thousands) Balance at January 1, 2018 $ 4,088 Deferral of revenue 5,573 Recognition of previously unearned revenue (4,088 ) Balance at December 31, 2018 $ 5,573 Deferral of revenue 7,666 Recognition of previously unearned revenue (8,904 ) Balance at December 31, 2019 $ 4,335 Deferral of revenue 19,769 Recognition of previously unearned revenue (8,415 ) Balance at December 31,2020 $ 15,689 The Company elected to apply the following practical expedients: • Existence of a Significant Financing Component in a Contract . As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. Payment terms and conditions vary by contract type, although terms generally include requirement of payment within 30 to 90 days. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of financing to the customer. • Costs to Obtain a Contract . The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. • Revenues Invoiced . The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. 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 December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments (1) $ 84 $ — $ 84 $ — Total assets $ 84 $ — $ 84 $ — Liabilities: Contingent consideration - current (2) $ 1,027 $ — $ — $ 1,027 Contingent consideration - non-current (2) 1,751 — — 1,751 Total liabilities $ 2,778 $ — $ — $ 2,778 Fair Value Measurements at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments (1) $ 5,012 $ — $ 5,012 $ — Total assets $ 5,012 $ — $ 5,012 $ — (1) Short-term investments consist of municipal bonds, corporate bonds, bond funds, U.S. Treasury securities, and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. (2) The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2020: Fair Value Balance as of December 31, 2019 $ — Liabilities resulting from acquisitions 2,187 Amortization of discount on contingent liabilities 208 Remeasurement of contingent liabilities 383 Balance as of December 31, 2020 $ 2,778 Amounts included in accrued expenses and other current liabilities $ 1,027 Amounts included in Other liabilities 1,751 Total Contingent Consideration $ 2,778 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions 2020 BrightTALK Limited On December 23, 2020, the Company acquired all outstanding stock of BrightTALK Limited and its wholly owned subsidiary BrightTALK, Inc., which is a leading marketing platform for webinars and virtual events that enables marketers to create original webinar and video content. The Company has included the financial results of BrightTALK in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were approximately $5.0 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for BrightTALK was approximately $151.0 million in cash. The acquisition has been accounted for using the acquisition method of accounting, which requires the total purchase consideration to be allocated to the assets acquired and liabilities assumed based on estimates of fair value at the date of acquisition. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash $ 1,997 Accounts receivable 11,810 Operating lease right-of-use assets 1,986 Other assets 2,948 Goodwill 71,846 Intangible assets 90,370 Accounts payable, accrued expenses and other liabilities (9,194 ) Unearned revenue (6,980 ) Operating lease liabilities (2,446 ) Deferred tax liabilities and income tax payable (11,490 ) Net Assets acquired $ 150,847 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The provisional measurements of fair value for income taxes payable and deferred taxes set forth above may be subject to change as additional information is received and certain tax returns are finalized. Certain tax attributes that will benefit the Company, for which the calculations are not yet complete, are payable to the seller upon the Company’s realization of those benefits. Estimated fair value measurements relating to the acquisition are made using Level 3 inputs including discounted cash flow techniques. Fair value is estimated using inputs primarily from the income approach, which include the use of both the multiple period excess earnings method and the relief from royalties method. The significant assumptions used in estimating fair value include (i) the estimated life the asset will contribute to cash flows, such as attrition rate of customers or remaining contractual terms, (ii) profitability and (iii) the estimated discount rate that reflect the level of risk associated with receiving future cash flows. The Company valued the customer relationship asset using an income approach; specifically, the multi-period excess earnings method. The significant assumptions used to value customer relationships included, among others, attrition rates, revenue growth rate, and discount rate. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Useful Life Developed technology $ 29,840 19 years Customer relationships 55,950 10 years Other purchased intangible assets 4,580 10 years Total intangible assets subject to amortization $ 90,370 Developed technology represents the estimated fair value of BrightTALK’s platform. Customer relationships represent the estimated fair values of the underlying relationships with BrightTALK customers. The amounts of revenue and earnings of BrightTALK included in the Company’s consolidated statement of operations from the acquisition date to December 31, 2020 are as follows: Total revenues $ 1,253 Pretax income $ 48 The following unaudited pro forma financial information summarizes the combined results of operations for the Company and BrightTALK, as though the companies were combined as of January 1, 2019. The unaudited pro forma financial information was as follows: As of December 31, 2020 2019 Total revenues $ 198,196 $ 172,499 Net income (loss) $ 17,757 $ (8,175 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of BrightTALK to reflect the business combination accounting effects resulting from this acquisition, including acquisition-related costs, amortization expense from acquired intangible assets, and interest and amortization expense relating to the Company’s convertible notes offering assumed as though the acquisition occurred as of the January 1, 2019. The historical consolidated financial information has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2019. The pro forma financial information for 2020 and 2019 combines the historical results of the Company for 2020 and 2019, the adjusted historical results of BrightTALK for 2020 and 2019, and the effects of the pro forma adjustments noted above. Other Acquisitions During 2020, the Company acquired substantially all the assets of two other companies for an aggregate of $25.0 million in cash and $2.2 of contingent consideration and has included the financial results of these companies in its consolidated financial statements from the dates of acquisition. The transactions were not material to the Company and the costs associated with the acquisitions were not material. The Company accounted for the transactions as business combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $17.1 million of intangible assets (offset by the value of assumed liabilities under of the agreements of $3.5 million), and $12.7 million of goodwill. The majority of the goodwill balance associated with these business combinations is deductible for U.S. income tax purposes. 2018 The Company made a small, non-material acquisition on August 1, 2018 acquiring substantially a ll of the operating assets of a company |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Investments | 6. Investments The Company’s short-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 $0, $0 and $15 as of December 31, 2020, 2019, and 2018, respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. During 2020, we realized a loss of $42 thousand. There were no realized gains or losses in 2019 or 2018. Short-term and long-term investments consisted of the following: December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments: Bond funds $ 84 $ — $ — $ 84 Total short-term investments $ 84 $ — $ — $ 84 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments: Bond funds $ 5,012 $ — $ — $ 5,012 Total short-term investments $ 5,012 $ — $ — $ 5,012 The Company had no securities in an unrealized loss position at December 31, 2020 and December 31, 2019. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill The changes in the carrying amount of goodwill are as follows: As of December 31, 2020 2019 Balance as of beginning of year $ 93,639 $ 93,687 Effect of exchange rate changes 979 (48 ) Additions 84,500 — Balance as of end of year $ 179,118 $ 93,639 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The following table summarizes the Company’s intangible assets, net: As of December 31, 2020 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-19 $ 78,283 $ (6,595 ) $ 71,688 Developed websites, technology and patents 10 32,535 (1,315 ) 31,220 Trademark, trade name and domain name 5-16 7,619 (1,831 ) 5,788 Proprietary user information database and internet traffic 5 1,149 (1,149 ) — Non-Compete agreement 1.5-3 230 (54 ) 176 Total intangible assets $ 119,816 $ (10,944 ) $ 108,872 As of December 31, 2019 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-17 $ 6,520 $ (6,290 ) $ 230 Developed websites, technology and patents 10 1,476 (1,026 ) 450 Trademark, trade name and domain name 5-8 1,792 (1,763 ) 29 Proprietary user information database and internet traffic 5 1,122 (1,122 ) — Non-Compete agreement 1.5 10 (9 ) 1 Total intangible assets $ 10,920 $ (10,210 ) $ 710 Intangible assets are amortized over their estimated useful lives, which range from eighteen months to nineteen 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 7.5 years. Amortization expense was $0.5 million, $0.1 million and $0.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. Amortization expense is recorded within operating expenses as the intangible assets consist of customer-related assets and website traffic that the Company considers to be in support of selling and marketing activities. The Company did not write-off any intangible assets in 2020 or 2019. The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization Expense 2021 $ 8,634 2022 8,204 2023 8,029 2024 7,999 2025 7,999 Thereafter 68,007 $ 108,872 |
Convertible Debt, Loan Agreemen
Convertible Debt, Loan Agreement and Prior Term Loan Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt, Loan Agreement and Prior Term Loan Agreement | 9. Convertible Debt, Loan Agreement and Prior Term Loan Agreement Convertible Debt In December 2020, the Company issued $201.3 million in aggregate principal amount of 0.125% convertible senior notes (“Notes”) due December 15, 2025, unless earlier repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2021. The Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee. The Notes are unsecured and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Notes have an initial conversion rate of 14.1977 shares of common stock per $1,000 principal amount of Notes. This represents an initial effective conversion price of approximately $70.43 per share of common stock and 2,857,447 shares issuable upon conversion. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of Notes. Prior to the close of business on September 15, 2025, the Notes will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion price at any time regardless of whether the conditions set forth below have been met. Holders may convert all or a portion of their Notes prior to the close of business on September 14, 2025, in multiples of the $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sales price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period, or the Notes measurement period, in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Notes measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on September 14, 2025; or • upon the occurrence of specified corporate events. As of December 31, 2020, the Notes are not yet convertible. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied market interest rate of its Notes to be approximately 5%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $158.8 million upon issuance, calculated as the present value of future contractual payments based on the $201.3 million of aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $42.5 million difference between the gross proceeds received from issuance of the Notes of $201.3 million and the estimated fair value of the liability component represents the equity component of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components in proportion to the allocation of proceeds. Transaction costs attributable to the liability component, totaling $5.25 million, are being amortized to expense over the term of the Notes, and transaction costs attributable to the equity component, totaling $1.4 million, and were included with the equity component in shareholders’ equity. The Notes consist of the following as of December 31: 2020 2019 Liability Component: Principal $ 201,250 $ — Less: debt discount, net of amortization 47,368 — Net carrying amount $ 153,882 $ — Equity component (a) $ 41,059 $ — (a) The following table sets forth total interest expense recognized related to the Notes: Year Ended December 31, 2020 2019 0.125% Coupon $ 10 $ — Amortization of debt discount and transaction costs 346 — $ 356 $ — As of December 31, 2020, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows: December 31, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 218,940 $ 153,882 $ — $ — Based on the closing price of our common stock of $59.11 on December 31, 2020, the if-converted value of the Notes was less than their respective principal amounts. Loan Agreement On December 24, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Western Alliance Bank as the lender. The Loan Agreement provides for a $25 million term loan facility with a maturity date of December 10, 2023. The Loan Agreement was paid in full in December 2020 and all liens related to the Loan Agreement released. Borrowings under the Loan Agreement bore interest, on the outstanding daily balance thereof, at a floating per annum rate equal to one and three-eighths percent (1.375%) above the greater of (a) the one (1) month U.S. LIBOR rate reported in The Wall Street Journal as of such date or (b) two percent (2.00%). Interest expense under the Loan Agreement was $0.8 million and $0.9 million in 2020 and 2019, respectively, and under a prior Term Loan Agreement was $1.4 million in 2018, which includes non-cash interest expense of $9 thousand and $0.3 million in 2019 and 2018, respectively, related to the amortization of deferred issuance costs. During 2019, the Company made principal payments totaling $1.3 million on the Loan Agreement. |
Leases and Contingencies
Leases and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Leases and Contingencies | 10. Leases and Contingencies Leases On January 1, 2019, the Company adopted Topic 842 using the modified retrospective approach. The Company recorded operating lease assets (right-of-use assets) of $27.5 million and operating lease liabilities of $32.1 million. There was no impact to retained earnings upon adoption of Topic 842. Operating Leases The Company conducts its operations in leased office facilities under various noncancelable operating lease agreements that 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-year 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 $4 million We have various non-cancelable lease agreements for certain of our offices with original lease periods expiring between 2019 and 2029. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Leases with renewal option allow the Company to extend the lease term typically between 1 and 5 years. When determining the lease term, renewal options reasonably certain of being exercised are included in the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such option. Renewal and termination options were generally not included in the lease term for the Company's existing operating leases. Certain of the arrangements have discounted rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. As of December 31, 2020, operating lease assets were $26 million and operating lease liabilities were $30.6 million. The maturity of the Company’s operating lease liabilities as of December 31, 2020 were as follows (in thousands): Minimum Lease Years Ending December 31: Payments 2021 $ 4,723 2022 4,610 2023 4,258 2024 4,253 2025 3,464 Thereafter 14,296 Total future minimum lease payments $ 35,604 Less imputed interest 5,050 Total operating lease liabilities $ 30,554 Included in the condensed consolidated balance sheet: Current operating lease liabilities $ 3,611 Non-current operating lease liabilities 26,943 Total operating lease liabilities $ 30,554 For the years ended December 31, 2020 and 2019, the total lease cost is comprised of the following amounts (in thousands): December 31, 2020 December 31, 2019 Operating lease expense $ 3,888 $ 3,865 Short-term lease expense 73 117 Total lease expense $ 3,961 $ 3,982 The following summarizes additional information related to operating leases: As of December 31, 2020 Weighted-average years remaining lease term — operating leases 4.7 Weighted-average discount rate — operating leases 3.7 % If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as the discount rate. The Company uses its best judgment when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term to the lease payments in a similar currency. Litigation From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At December 31, 2020 and 2019, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Stock Option and Incentive Plans 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. The 2007 Plan allows 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 vest over a three to four-year At the inception of the plan, the 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. 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. There are 40,000 shares of common stock, including vested and outstanding restricted stock unit awards that are remaining under the 2007 Plan as of December 31, 2020. 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 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. Grants generally vest in equal tranches over a three-year Accounting for Stock-Based Compensation The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2020 2019 2018 Expected volatility 40 % 39 % 39 % Expected term 6 years 6 years 6 years Risk-free interest rate 0.34 % 2.15 % 2.82 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 11.29 $ 8.08 $ 11.94 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 based on historical averages in determining the expense recorded in each period. A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2020 is presented below: Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding at December 31, 2019 140,000 $ 13.14 Granted 25,000 29.64 Exercised (50,000 ) 11.01 $ 1,644 Forfeited (5,000 ) 29.64 Canceled (2,500 ) 7.20 Options outstanding at December 31, 2020 107,500 $ 17.34 6.62 $ 4,490 Options exercisable at December 31, 2020 87,500 $ 14.53 5.98 $ 3,901 Options vested or expected to vest at December 31, 2020 106,728 $ 17.25 6.60 $ 4,468 During the years ended December 31, 2020, 2019, and 2018, the total intrinsic value of options exercised (i.e. the difference between the market price of the underlying stock at exercise and the price paid by the employee to exercise the options) was $1.6 million, $1.3 million, and $2.7 million, respectively, and the total amount of cash received by the Company from exercise of these options was $0.6 million, $0.4 million, and $1.0 million, respectively. Restricted Stock Unit Awards Restricted stock unit awards are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit award activity under the Company’s plans for the year ended December 31, 2020 is presented below: Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2019 1,301,130 $ 21.82 Granted 927,261 35.67 Vested (732,891 ) 57.12 Forfeited (17,500 ) 25.61 Nonvested outstanding at December 31, 2020 1,478,000 $ 31.33 $ 87,660 The total grant-date fair value of restricted stock unit awards that vested during the years ended December 31, 2020, 2019, and 2018 was $14.7 million, $11.4 million, and $7.0 million, respectively. As of December 31, 2020, there was $38.6 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 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Common Stock Repurchase Programs On November 7, 2018 the Company announced a program (the “November 2018 Stock Repurchase Program”) to repurchase shares up to an aggregate amount of $25.0 million whereby the Company was authorized to repurchase the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in a manner that may be determined by management. The Company repurchased 736,760, 411,849 and 243,425 shares at an aggregate purchase price of $14.8 million, $7.1 million and $3.1 million and an average share price of $20.10, $17.14 and $12.82 during the years ended December 31, 2020, 2019, and 2018, respectively, under the November 2018 Stock Repurchase Program. We terminated this repurchase program in May 2020. In May 2020, we announced that our Board had authorized a $25.0 million stock repurchase program (the “May 2020 Repurchase Program”) whereby we are authorized to repurchase our 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. No amounts were repurchased under this plan during 2020. In June 2016, the Company announced that the Board had authorized a $20.0 million stock repurchase program (the “June 2016 Repurchase Program”). Pursuant to the June 2016 Repurchase Program, the Company repurchased 211,729 shares of common stock for an aggregate purchase price of $3.9 million in 2018 . In August 2018 Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. Reserved Common Stock As of December 31, 2020, the Company has reserved 1,775,441 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 2007 and 2017 Plans and 4,000,186 shares for the if converted amount of the Convertible Senior Notes. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Income before provision for income taxes was as follows: Years Ended December 31, 2020 2019 2018 United States $ 20,271 $ 20,709 $ 11,917 Foreign 2,233 1,339 2,926 Income before income taxes $ 22,504 $ 22,048 $ 14,843 The income tax provision consisted of the following: Years Ended December 31, 2020 2019 2018 Current: Federal $ 4,073 $ 3,415 $ 1,540 State 1,230 538 540 Foreign 243 347 (55 ) Total current 5,546 4,300 2,025 Deferred: Federal (122 ) 742 (65 ) State 2 242 (53 ) Foreign 10 (111 ) (19 ) Total deferred (110 ) 873 (137 ) $ 5,436 $ 5,173 $ 1,888 The income tax provision for the years ended December 31, 2020, 2019 and 2018 differs from the amounts computed by applying the statutory federal income tax rate to consolidated income before provision for income taxes as follows: Years Ended December 31, 2020 2019 2018 Provision computed at statutory rate $ 4,726 $ 4,630 $ 3,116 Increase resulting from: Difference in rates for foreign jurisdictions 17 18 93 Stock-based compensation (1,314 ) (425 ) (1,708 ) Other non-deductible expenses 548 243 252 Non-deductible officers compensation 899 482 198 State income tax provision 974 615 396 Losses not benefitted — — 23 Subsidiary earnings taxed in the US (40 ) (11 ) (104 ) Research and development credit (466 ) (387 ) (279 ) Cancellation of Foreign Subsidiary Debt — — (127 ) Valuation allowance 71 — — Other 21 8 28 Provision for income taxes $ 5,436 $ 5,173 $ 1,888 Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 7,533 $ 99 Right of use operating lease liability 7,219 7,769 Accruals and allowances 2,287 1,452 Stock-based compensation 1,796 1,397 Other 4 4 Gross deferred tax assets 18,839 10,721 Less valuation allowance (304 ) (33 ) Total deferred tax assets 18,535 10,688 Deferred tax liabilities: Intangible asset amortization (22,504 ) (3,204 ) Right of use operating lease asset (6,186 ) (6,650 ) Convertible debt basis difference (10,841 ) — Depreciation (2,636 ) (2,309 ) Total deferred tax liabilities (42,167 ) (12,163 ) Net deferred tax liabilities $ (23,632 ) $ (1,475 ) As reported: Non-current deferred tax assets $ 216 $ 136 Non-current deferred tax liabilities $ (23,848 ) $ (1,611 ) In evaluating the ability to realize the net deferred tax asset, the Company considers all available evidence, both positive and negative, including past operating results, the existence of cumulative losses in the most recent fiscal years, tax planning strategies that are prudent and feasible, and forecasts of future taxable income. In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business of the Company. Changes in the Company’s assumptions and estimates, as well as changes in tax rates, may materially impact income tax expense for the period. The valuation allowances were $304 thousand and $33 thousand at December 31, 2020 and 2019 respectively. The increase of $271 thousand valuation allowance relates to the acquisition of BrightTALK, Inc. As of December 31, 2020, the Company believes that $271 thousand net U.S. deferred tax assets acquired from Bright Talk, Inc. will not be realized, therefore a full valuation allowance has been recorded against the net deferred tax asset balance. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date and to evaluate acquired tax attributes and temporary differences. The Company’s estimates are inherently uncertain and subject to refinement. Accordingly, the provisional measurements of fair value of the income taxes payable and deferred taxes set forth above are subject to change. The Company expects to finalize the purchase accounting as soon as practicable, but not later than one year from the acquisition date. The Company had no unrecognized tax benefits at December 31, 2020. It is not expected that the amount of unrecognized tax benefits will change significantly within the next twelve months. The Company files income tax returns in the U.S. and in foreign jurisdictions. Generally, the Company is no longer subject to U.S., state, local and foreign income tax examinations by tax authorities in its major jurisdictions for years before 2017, except to the extent of NOL and tax credit carryforwards from those years. Major taxing jurisdictions include the U.S., both federal and state. As of December 31, 2020, the Company also had also had U.S. federal and state NOL carryforwards of $27.2 million, of which $6.7 million will begin to expire in 2036 and the remaining amount may be carried forward indefinitely. The Company also has foreign NOL carryforwards of $2.5 million, which may be carried forward indefinitely. The deferred tax assets related to the domestic NOL carryforwards have been partially offset by valuation allowance related to BrightTALK, Inc. and the deferred tax assets related to the foreign NOL carryforwards have been partially offset by a $0.2 million valuation allowance related to Hong Kong. Under the provisions of the Internal Revenue Code, NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. The Company’s U.S. NOL acquired from BrightTALK, Inc. may be subject to such annual limitation based on the acquisition and any subsequent change in ownership of the Company. The Company considers the excess of its financial reporting over its tax basis in investments in foreign subsidiaries essentially permanent in duration and as such has not recognized deferred tax liability related to this difference. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $10.1 million as of December 31, 2020. The Company has not provided any additional federal or state income taxes or foreign withholding taxes on the undistributed earnings as such earnings have been indefinitely reinvested in the business. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings is not practicably determinable. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 14. 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 by campaign target area were as follows (1): Years Ended December 31, 2020 2019 2018 North America $ 90,919 $ 89,582 $ 82,660 International 57,457 44,375 38,673 Total Revenue $ 148,376 $ 133,957 $ 121,333 (1) Net sales to customers by campaign target area is based on the geo-targeted (target audience) location of the campaign. Net sales to unaffiliated customers by geographic area were as follows (2): Years Ended December 31, 2020 2019 2018 United States $ 103,797 $ 99,669 $ 89,340 United Kingdom 18,405 14,104 14,391 Other International 26,174 20,184 17,602 Total $ 148,376 $ 133,957 $ 121,333 (2) 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 by geographic area were as follows: Years Ended December 31, 2020 2019 United States $ 195,424 $ 102,572 International 106,227 4,148 Total $ 301,651 $ 106,720 Long-lived assets are comprised of property and equipment, net; goodwill; and intangible assets, net. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
401(k) Plan | 15. 401(k) Plan The Company maintains a 401(k)-retirement savings plan (the “Plan”) whereby employees may elect to defer a portion of their salary and contribute the deferred portion to the Plan. The Company contributes an amount equal to 50% of the employee’s contribution to the Plan, up to an annual limit of $3 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH and as of December 23, 2020, BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (“BrightTALK”). 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. In 2018, TechTarget modified its PRC operations consolidating its activities with other TechTarget locations. TechTarget (Beijing) Information Technology Consulting Co. Ltd. (“TTGT Consulting”) and Keji Wangtuo Information Technology Co., Ltd., (“KWIT”), which were incorporated under the laws of the People’s Republic of China (“PRC”), were closed during 2018. 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. BrightTALK are entities which the Company does business for the BrightTALK webinar and virtual event platform. |
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, the allocation of purchase price to intangibles and goodwill, and income taxes. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. |
Revenue Recognition under ASC 606, Revenue from Contacts with Customers (“ASC 606”) | Revenue Recognition under ASC 606, Revenue from Contacts with Customers (“ASC 606”) On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018 . The Company’s adoption of ASC 606 reduced the Company’s accounts receivable and deferred revenue by $3.5 million as of January 1, 2018. The Company generates its revenues from the sale of targeted marketing and advertising campaigns, which it delivers via its data analytic solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied. The Company’s offerings consist of: • IT Deal Alert TM . A suite of data and services for B2B technology companies that leverages the detailed purchase intent data that we collect on enterprise technology organizations and professionals researching IT purchases on our network of websites. Through proprietary scoring methodologies, we use this insight to help our customers identify and prioritize accounts and contacts whose content consumption around specific enterprise technology topics indicates that they are “in-market” for a particular product or service. The suite of products and services include Priority Engine™, Qualified Sales Opportunities™, and Deal Data™. Priority Engine™ is a subscription service powered by our Activity Intelligence™ platform, which integrates with customer relationship management and marketing automation platforms from salesforce.com, Marketo, Eloqua, Pardot, and Integrate. The service delivers lead generation workflow solutions that enable marketers and sales forces to identify and understand accounts and individuals actively researching new technology purchases and then to engage those active prospects. Qualified Sales Opportunities™ is a product that profiles specific in-progress purchase projects, including information on scope and purchase considerations. Deal Data™ is a customized solution aimed at sales intelligence and data scientist functions within our customer organizations. It renders our Activity Intelligence™ data into one-time offerings directly consumable by the customer’s internal applications. For Priority Engine as well as other duration based solutions, which are discussed below, revenue is recognized ratably over the contract period using the same time-based measure of progress for each of the distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Revenue from Qualified Sales Opportunities™, Deal Data™ and Research is recognized at the point in time when control is transferred to the customer, which occurs when the related reports are provided to the customer. • Channel Offerings . Our offering allows our customers to deliver unlimited live webinars and videos to an unlimited audience. • Demand Solutions. Our offerings enable our customers to reach and influence prospective buyers through content marketing programs, such as white papers, webcasts, podcasts, videocasts, virtual trade shows, and content sponsorships, designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. We believe this allows B2B technology companies to maximize return on investment (“ROI”) on marketing and sales expenditures by capturing sales leads from the distribution and promotion of content to our audience of enterprise technology and business professionals. • Brand Solutions . Our suite of brand solutions offerings provides B2B technology companies with direct exposure to targeted audiences of enterprise technology and business professionals actively researching information related to their products and services. We leverage our Activity Intelligence™ platform to enable significant segmentation and targeting of specific audiences that can be accessed through these programs. Components of brand programs may include on-network branding, off-network branding, and microsites and related formats. • Custom Content Creation. We also at times create white papers, case studies, webcasts or videos to our customers’ specifications. These customized content assets are then promoted to our audience within both demand solutions and brand solutions programs. Revenue from demand and brand solutions is primarily recognized when the transfer of control occurs. Certain of the contracts within demand and brand solutions are duration-based campaigns which, in the event of customer cancellation, provide the Company with an enforceable right to a proportional payment for the portion of the campaign based on services provided. Accordingly, revenue from duration-based campaigns is recognized using a time-based measure of progress, which the Company believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. To determine standalone selling price for the individual performance obligations in the arrangement, the Company uses an estimate of the observable selling prices in separate transactions. The Company establishes best estimates considering multiple factors including, but not limited to, class of client, size of transaction, available inventory, pricing strategies and market conditions. The Company uses a range of amounts to estimate stand-alone selling price when it sells the goods and services separately and needs to determine whether a discount is to be allocated based upon the relative stand-alone selling price to the various goods and services. J udgment is required to determine the standalone selling price for each distinct performance obligation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term and long-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method. |
Business Combinations | Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations. |
Long-Lived Assets, Goodwill and Indefinite-lived Intangible Assets | Long-Lived Assets , Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from eighteen months to nineteen years, using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has a single single Intangibles – Goodwill and Other Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets were impaired. The Company did not have any intangible assets, other than goodwill, with indefinite lives as of December 31, 2020 or 2019. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable for an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2020, 2019, and 2018. Balance at Beginning of Year Provision Write-offs, Net of Recoveries Balance at End of Year Year ended December 31, 2018 $ 1,783 $ 986 $ (670 ) $ 2,099 Year ended December 31, 2019 $ 2,099 $ 339 $ (539 ) $ 1,899 Year ended December 31, 2020 $ 1,899 $ 218 $ (363 ) $ 1,754 |
Property and Equipment and Other Capitalized Assets | Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 3 - 10 years Computer equipment and software 3 years Internal-use software and website development costs 3 - 5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2020 2019 Furniture and fixtures $ 1,339 $ 1,267 Computer equipment and software 5,122 4,461 Leasehold improvements 33,943 3,779 Internal-use software and website development costs 3,790 28,546 44,194 38,053 Less: accumulated depreciation and amortization (30,533 ) (25,682 ) $ 13,661 $ 12,371 Depreciation expense was $5.8 million, $4.9 million, and $4.4 million for the years ended December 31, 2020, 2019, and 2018, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $1.0 million, $7.3 million, and $1.5 million of fully depreciated assets that were no longer in service during 2020, 2019, and 2018, respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations with the exception of certain depreciation expense which is classified as a component of cost of goods sold. |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The Company begins to capitalize costs to develop software and website applications when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Judgment is required in determining the point at which various projects enter the state at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally four years. To the extent that the Company changes the manner in which it develops and tests new features and functionalities related to its websites, assesses the ongoing value of capitalized assets, or determines the estimated useful lives over which the costs are amortized, the amount of website development costs it capitalizes and amortizes in future periods would be impacted. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $ million , $5.1 million , and $3.0 million for the years ended December 31, 2020 , 2019 , and 2018 , respectively. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred with the issuance of the Company’s convertible debt are deferred and amortized as interest expense over the term of the related convertible instrument using the effective interest method. To the extent the convertible debt is outstanding, these amounts are reflected in the consolidated balance sheets as a deduction of the convertible debt. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. At December 31, 2020, 2019 and 2018, no customer represented 10% of total accounts receivable. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2020, 2019, or 2018. |
Income Taxes | Income Taxes The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes The Company recognizes interest and penalties related to unrecognized tax benefits, if any, in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company has stock-based employee compensation plans which are more fully described in Note 11. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statement of Income and Comprehensive Income using the straight-line method over the vesting period of the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock option awards. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive income includes changes in the fair value of the Company’s unrealized gains on available for sale securities and foreign currency translation adjustments. There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2020, 2019, or 2018. |
Foreign Currency | Foreign Currency The functional currency for each of the Company’s subsidiaries is the local currency of the country in which it is incorporated. All assets and liabilities are translated into U.S. dollar equivalents at the exchange rate in effect on the balance sheet date or at a historical rate. Revenues and expenses are translated at average exchange rates. Translation gains or losses are recorded in stockholders’ equity as an element of accumulated other comprehensive income (loss). |
Net Income Per Share | Net Income Per Share Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock units outstanding during the period. Because the holders of unvested restricted stock units do not have non-forfeitable rights to dividends or dividend equivalents, the Company does not consider these restricted stock units to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested, undelivered restricted stock units outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option and restricted stock unit programs using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock units is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options and restricted stock units that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock units. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2020 2019 2018 Numerator: Net income $ 17,068 $ 16,875 $ 12,955 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,855,888 27,873,745 27,738,178 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,855,888 27,873,745 27,678,959 Effect of potentially dilutive shares 818,659 437,942 973,855 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,674,547 28,311,687 28,652,814 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 17,068 $ 16,875 $ 12,955 Weighted average shares of stock outstanding 27,855,888 27,873,745 27,738,178 Net income per common share $ 0.61 $ 0.61 $ 0.47 Diluted: Net income applicable to common stockholders $ 17,423 $ 16,875 $ 12,955 Weighted average shares of stock outstanding 28,674,547 28,311,687 28,652,814 Net income per common share(1) $ 0.61 $ 0.60 $ 0.45 (1) In calculating diluted earnings per share, 0 million, 0.3 million, and 0.5 million shares related to outstanding stock options and unvested, undelivered restricted stock units which were excluded for the years ended December 31, 2020, 2019, and 2018, respectively, because they were anti-dilutive. Additionally, we excluded the impact of the amortization into interest expense the amounts relating to our convertible notes to recalculate the net income utilized in diluted earnings per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance In January 2017, the FASB issued Accounting Standards Update (“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. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-03, “Measurement of Credit Losses on Financial Instruments,” (ASU 2016-03) which amends ASC 326 “Financial Instruments—Credit Losses” which introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and financial instruments by using all practical and relevant information. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements” (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. Accounting Guidance Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for us in the first quarter of 2021 on a prospective basis, and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements, however, based upon our evaluation to date we do not expect the guidance to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments and contracts on an entity’s own equity. Among other things, the standard removes certain accounting models which require bifurcation from the host contract of certain features of convertible debt instruments, unless the feature qualifies as a derivative under ASC 815. Additionally, companies are required to use the if-converted method for convertible instruments in their calculations of diluted earnings per share. Early adoption is permitted but no earlier than the fiscal year beginning after December 15, 2020. Upon adoption, the Company expects a decrease to additional paid in capital, an increase in the carrying value of its convertible note and an increase to retained earnings. The Company is continuing to evaluate the effect that the adoption of this standard will have on its financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Changes in Company's Allowance for Doubtful Accounts | Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2020, 2019, and 2018. Balance at Beginning of Year Provision Write-offs, Net of Recoveries Balance at End of Year Year ended December 31, 2018 $ 1,783 $ 986 $ (670 ) $ 2,099 Year ended December 31, 2019 $ 2,099 $ 339 $ (539 ) $ 1,899 Year ended December 31, 2020 $ 1,899 $ 218 $ (363 ) $ 1,754 |
Estimated Useful Lives of Property and Equipment and Other Capitalized Assets | Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 3 - 10 years Computer equipment and software 3 years Internal-use software and website development costs 3 - 5 years Leasehold improvements Shorter of useful life or remaining duration of lease |
Property and Equipment and Other Capitalized Assets | Property and equipment and other capitalized assets consist of the following: As of December 31, 2020 2019 Furniture and fixtures $ 1,339 $ 1,267 Computer equipment and software 5,122 4,461 Leasehold improvements 33,943 3,779 Internal-use software and website development costs 3,790 28,546 44,194 38,053 Less: accumulated depreciation and amortization (30,533 ) (25,682 ) $ 13,661 $ 12,371 |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2020 2019 2018 Numerator: Net income $ 17,068 $ 16,875 $ 12,955 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,855,888 27,873,745 27,738,178 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 27,855,888 27,873,745 27,678,959 Effect of potentially dilutive shares 818,659 437,942 973,855 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,674,547 28,311,687 28,652,814 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 17,068 $ 16,875 $ 12,955 Weighted average shares of stock outstanding 27,855,888 27,873,745 27,738,178 Net income per common share $ 0.61 $ 0.61 $ 0.47 Diluted: Net income applicable to common stockholders $ 17,423 $ 16,875 $ 12,955 Weighted average shares of stock outstanding 28,674,547 28,311,687 28,652,814 Net income per common share(1) $ 0.61 $ 0.60 $ 0.45 (1) In calculating diluted earnings per share, 0 million, 0.3 million, and 0.5 million shares related to outstanding stock options and unvested, undelivered restricted stock units which were excluded for the years ended December 31, 2020, 2019, and 2018, respectively, because they were anti-dilutive. Additionally, we excluded the impact of the amortization into interest expense the amounts relating to our convertible notes to recalculate the net income utilized in diluted earnings per share. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Disaggregated Revenue | The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America. Years Ended December 31, 2020 2019 2018 North America $ 90,919 $ 89,582 $ 82,660 International 57,457 44,375 38,673 Total Revenue $ 148,376 $ 133,957 $ 121,333 |
Schedule of Deferred Revenue Included in Contract Liabilities | Contract Liabilities Year-to-Date Activity (in thousands) Balance at January 1, 2018 $ 4,088 Deferral of revenue 5,573 Recognition of previously unearned revenue (4,088 ) Balance at December 31, 2018 $ 5,573 Deferral of revenue 7,666 Recognition of previously unearned revenue (8,904 ) Balance at December 31, 2019 $ 4,335 Deferral of revenue 19,769 Recognition of previously unearned revenue (8,415 ) Balance at December 31,2020 $ 15,689 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments (1) $ 84 $ — $ 84 $ — Total assets $ 84 $ — $ 84 $ — Liabilities: Contingent consideration - current (2) $ 1,027 $ — $ — $ 1,027 Contingent consideration - non-current (2) 1,751 — — 1,751 Total liabilities $ 2,778 $ — $ — $ 2,778 Fair Value Measurements at Reporting Date Using December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments (1) $ 5,012 $ — $ 5,012 $ — Total assets $ 5,012 $ — $ 5,012 $ — (1) Short-term investments consist of municipal bonds, corporate bonds, bond funds, U.S. Treasury securities, and government agency bonds; their fair value is calculated using an interest rate yield curve for similar instruments. (2) |
Fair Value of Contingent Consideration Categorized as Level 3 | The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2020: Fair Value Balance as of December 31, 2019 $ — Liabilities resulting from acquisitions 2,187 Amortization of discount on contingent liabilities 208 Remeasurement of contingent liabilities 383 Balance as of December 31, 2020 $ 2,778 Amounts included in accrued expenses and other current liabilities $ 1,027 Amounts included in Other liabilities 1,751 Total Contingent Consideration $ 2,778 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash $ 1,997 Accounts receivable 11,810 Operating lease right-of-use assets 1,986 Other assets 2,948 Goodwill 71,846 Intangible assets 90,370 Accounts payable, accrued expenses and other liabilities (9,194 ) Unearned revenue (6,980 ) Operating lease liabilities (2,446 ) Deferred tax liabilities and income tax payable (11,490 ) Net Assets acquired $ 150,847 |
Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Fair Value Useful Life Developed technology $ 29,840 19 years Customer relationships 55,950 10 years Other purchased intangible assets 4,580 10 years Total intangible assets subject to amortization $ 90,370 |
Schedule of Revenue and Earnings of BrightTALK Included in Consolidated Statement of Operations | The amounts of revenue and earnings of BrightTALK included in the Company’s consolidated statement of operations from the acquisition date to December 31, 2020 are as follows: Total revenues $ 1,253 Pretax income $ 48 |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information was as follows: As of December 31, 2020 2019 Total revenues $ 198,196 $ 172,499 Net income (loss) $ 17,757 $ (8,175 ) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: December 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments: Bond funds $ 84 $ — $ — $ 84 Total short-term investments $ 84 $ — $ — $ 84 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments: Bond funds $ 5,012 $ — $ — $ 5,012 Total short-term investments $ 5,012 $ — $ — $ 5,012 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: As of December 31, 2020 2019 Balance as of beginning of year $ 93,639 $ 93,687 Effect of exchange rate changes 979 (48 ) Additions 84,500 — Balance as of end of year $ 179,118 $ 93,639 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: As of December 31, 2020 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-19 $ 78,283 $ (6,595 ) $ 71,688 Developed websites, technology and patents 10 32,535 (1,315 ) 31,220 Trademark, trade name and domain name 5-16 7,619 (1,831 ) 5,788 Proprietary user information database and internet traffic 5 1,149 (1,149 ) — Non-Compete agreement 1.5-3 230 (54 ) 176 Total intangible assets $ 119,816 $ (10,944 ) $ 108,872 As of December 31, 2019 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Customer, affiliate and advertiser relationships 5-17 $ 6,520 $ (6,290 ) $ 230 Developed websites, technology and patents 10 1,476 (1,026 ) 450 Trademark, trade name and domain name 5-8 1,792 (1,763 ) 29 Proprietary user information database and internet traffic 5 1,122 (1,122 ) — Non-Compete agreement 1.5 10 (9 ) 1 Total intangible assets $ 10,920 $ (10,210 ) $ 710 |
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 2021 $ 8,634 2022 8,204 2023 8,029 2024 7,999 2025 7,999 Thereafter 68,007 $ 108,872 |
Convertible Debt, Loan Agreem_2
Convertible Debt, Loan Agreement and Prior Term Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | The Notes consist of the following as of December 31: 2020 2019 Liability Component: Principal $ 201,250 $ — Less: debt discount, net of amortization 47,368 — Net carrying amount $ 153,882 $ — Equity component (a) $ 41,059 $ — |
Schedule Of Interest Expense Recognized | The following table sets forth total interest expense recognized related to the Notes: Year Ended December 31, 2020 2019 0.125% Coupon $ 10 $ — Amortization of debt discount and transaction costs 346 — $ 356 $ — |
Schedule of Fair Value and Carrying Value of Debt Instrument | As of December 31, 2020, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows: December 31, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 218,940 $ 153,882 $ — $ — |
Leases and Contingencies (Table
Leases and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Summary of Maturity of Operating Lease Liabilities | As of December 31, 2020, operating lease assets were $26 million and operating lease liabilities were $30.6 million. The maturity of the Company’s operating lease liabilities as of December 31, 2020 were as follows (in thousands): Minimum Lease Years Ending December 31: Payments 2021 $ 4,723 2022 4,610 2023 4,258 2024 4,253 2025 3,464 Thereafter 14,296 Total future minimum lease payments $ 35,604 Less imputed interest 5,050 Total operating lease liabilities $ 30,554 Included in the condensed consolidated balance sheet: Current operating lease liabilities $ 3,611 Non-current operating lease liabilities 26,943 Total operating lease liabilities $ 30,554 |
Summary of Lease Costs | For the years ended December 31, 2020 and 2019, the total lease cost is comprised of the following amounts (in thousands): December 31, 2020 December 31, 2019 Operating lease expense $ 3,888 $ 3,865 Short-term lease expense 73 117 Total lease expense $ 3,961 $ 3,982 |
Lessee Operating Lease Term and Discount Rate | The following summarizes additional information related to operating leases: As of December 31, 2020 Weighted-average years remaining lease term — operating leases 4.7 Weighted-average discount rate — operating leases 3.7 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Values of Options Granted Estimated Using Weighted-Average Assumptions | The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2020 2019 2018 Expected volatility 40 % 39 % 39 % Expected term 6 years 6 years 6 years Risk-free interest rate 0.34 % 2.15 % 2.82 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 11.29 $ 8.08 $ 11.94 |
Summary of Stock Option Activity Under Company's Stock Option Plans | A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2020 is presented below: Options Outstanding Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term in Years Aggregate Intrinsic Value Options outstanding at December 31, 2019 140,000 $ 13.14 Granted 25,000 29.64 Exercised (50,000 ) 11.01 $ 1,644 Forfeited (5,000 ) 29.64 Canceled (2,500 ) 7.20 Options outstanding at December 31, 2020 107,500 $ 17.34 6.62 $ 4,490 Options exercisable at December 31, 2020 87,500 $ 14.53 5.98 $ 3,901 Options vested or expected to vest at December 31, 2020 106,728 $ 17.25 6.60 $ 4,468 |
Summary of Restricted Stock Unit Award Activity Under Company's Plans | Restricted stock unit awards are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit award activity under the Company’s plans for the year ended December 31, 2020 is presented below: Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Nonvested outstanding at December 31, 2019 1,301,130 $ 21.82 Granted 927,261 35.67 Vested (732,891 ) 57.12 Forfeited (17,500 ) 25.61 Nonvested outstanding at December 31, 2020 1,478,000 $ 31.33 $ 87,660 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Provision for Income Taxes | Income before provision for income taxes was as follows: Years Ended December 31, 2020 2019 2018 United States $ 20,271 $ 20,709 $ 11,917 Foreign 2,233 1,339 2,926 Income before income taxes $ 22,504 $ 22,048 $ 14,843 |
Income Tax Provision | The income tax provision consisted of the following: Years Ended December 31, 2020 2019 2018 Current: Federal $ 4,073 $ 3,415 $ 1,540 State 1,230 538 540 Foreign 243 347 (55 ) Total current 5,546 4,300 2,025 Deferred: Federal (122 ) 742 (65 ) State 2 242 (53 ) Foreign 10 (111 ) (19 ) Total deferred (110 ) 873 (137 ) $ 5,436 $ 5,173 $ 1,888 |
Difference by Applying the Statutory Federal Income Tax Rate | The income tax provision for the years ended December 31, 2020, 2019 and 2018 differs from the amounts computed by applying the statutory federal income tax rate to consolidated income before provision for income taxes as follows: Years Ended December 31, 2020 2019 2018 Provision computed at statutory rate $ 4,726 $ 4,630 $ 3,116 Increase resulting from: Difference in rates for foreign jurisdictions 17 18 93 Stock-based compensation (1,314 ) (425 ) (1,708 ) Other non-deductible expenses 548 243 252 Non-deductible officers compensation 899 482 198 State income tax provision 974 615 396 Losses not benefitted — — 23 Subsidiary earnings taxed in the US (40 ) (11 ) (104 ) Research and development credit (466 ) (387 ) (279 ) Cancellation of Foreign Subsidiary Debt — — (127 ) Valuation allowance 71 — — Other 21 8 28 Provision for income taxes $ 5,436 $ 5,173 $ 1,888 |
Significant Components of the Company's Net Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 7,533 $ 99 Right of use operating lease liability 7,219 7,769 Accruals and allowances 2,287 1,452 Stock-based compensation 1,796 1,397 Other 4 4 Gross deferred tax assets 18,839 10,721 Less valuation allowance (304 ) (33 ) Total deferred tax assets 18,535 10,688 Deferred tax liabilities: Intangible asset amortization (22,504 ) (3,204 ) Right of use operating lease asset (6,186 ) (6,650 ) Convertible debt basis difference (10,841 ) — Depreciation (2,636 ) (2,309 ) Total deferred tax liabilities (42,167 ) (12,163 ) Net deferred tax liabilities $ (23,632 ) $ (1,475 ) As reported: Non-current deferred tax assets $ 216 $ 136 Non-current deferred tax liabilities $ (23,848 ) $ (1,611 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: Years Ended December 31, 2020 2019 United States $ 195,424 $ 102,572 International 106,227 4,148 Total $ 301,651 $ 106,720 |
Customers by Campaign Target Area [Member] | |
Net Sales by Campaign Target Area and Geographic Area | Net sales by campaign target area were as follows (1): Years Ended December 31, 2020 2019 2018 North America $ 90,919 $ 89,582 $ 82,660 International 57,457 44,375 38,673 Total Revenue $ 148,376 $ 133,957 $ 121,333 (1) Net sales to customers by campaign target area is based on the geo-targeted (target audience) location of the campaign. |
Unaffiliated Customers by Geographic Area [Member] | |
Net Sales by Campaign Target Area and Geographic Area | Net sales to unaffiliated customers by geographic area were as follows (2): Years Ended December 31, 2020 2019 2018 United States $ 103,797 $ 99,669 $ 89,340 United Kingdom 18,405 14,104 14,391 Other International 26,174 20,184 17,602 Total $ 148,376 $ 133,957 $ 121,333 (2) 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. |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020Website | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of websites | 140 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Jan. 01, 2018USD ($) | Dec. 31, 2020USD ($)SegmentReporting_UnitCustomer | Dec. 31, 2019USD ($)Customer | Dec. 31, 2018USD ($)Customer |
Significant Accounting Policies [Line Items] | ||||
Number of reporting segment | Segment | 1 | |||
Number of reporting unit | Reporting_Unit | 1 | |||
Intangible assets, other than goodwill, with indefinite lives | $ 0 | $ 0 | ||
Depreciation | 5,800,000 | 4,900,000 | $ 4,400,000 | |
Write off of fully depreciated assets no longer in service | 1,000,000 | 7,300,000 | 1,500,000 | |
Capitalized internal-use software and website development costs | 6,100,000 | 5,100,000 | 3,000,000 | |
Reclassifications out of accumulated other comprehensive income | $ 0 | $ 0 | $ 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers represented 10% or more of total accounts receivable | Customer | 0 | 0 | 0 | |
Concentration risk, percentage | 10.00% | |||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of customers accounted for Specific revenue | Customer | 0 | 0 | 0 | |
Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 18 months | |||
Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 19 years | |||
Topic 606 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Reduced accounts receivable and deferred revenue | $ 3,500,000 | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2018 | |||
ASU No. 2017-04 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU No. 2018-15 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU 2016-13 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||
ASU No. 2018-13 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Company's Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Regulatory Assets [Abstract] | |||
Balance at Beginning of Year | $ 1,899 | $ 2,099 | $ 1,783 |
Provision | 218 | 339 | 986 |
Write-offs, Net of Recoveries | (363) | (539) | (670) |
Balance at End of Year | $ 1,754 | $ 1,899 | $ 2,099 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment and Other Capitalized Assets (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining duration of lease |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum [Member] | Internal-use software and website development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Maximum [Member] | Internal-use software and website development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment and Other Capitalized Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44,194 | $ 38,053 |
Less: accumulated depreciation and amortization | (30,533) | (25,682) |
Property and equipment, net | 13,661 | 12,371 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,339 | 1,267 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,122 | 4,461 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,943 | 3,779 |
Internal-use software and website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,790 | $ 28,546 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net income | $ 17,068 | $ 16,875 | $ 12,955 |
Basic: | |||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 27,855,888 | 27,873,745 | 27,738,178 |
Diluted: | |||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 27,855,888 | 27,873,745 | 27,678,959 |
Effect of potentially dilutive shares | 818,659 | 437,942 | 973,855 |
Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares | 28,674,547 | 28,311,687 | 28,652,814 |
Basic: | |||
Net income applicable to common stockholders | $ 17,068 | $ 16,875 | $ 12,955 |
Weighted average shares of stock outstanding | 27,855,888 | 27,873,745 | 27,738,178 |
Net income per common share | $ 0.61 | $ 0.61 | $ 0.47 |
Diluted: | |||
Net income applicable to common stockholders | $ 17,423 | $ 16,875 | $ 12,955 |
Weighted average shares of stock outstanding | 28,674,547 | 28,311,687 | 28,652,814 |
Net income per common share | $ 0.61 | $ 0.60 | $ 0.45 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Parenthetical) (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Outstanding stock options and unvested restricted stock units excluded from computation of diluted EPS | 0 | 0.3 | 0.5 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | $ 148,376 | $ 133,957 | $ 121,333 |
North America [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | 90,919 | 89,582 | 82,660 |
International [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | $ 57,457 | $ 44,375 | $ 38,673 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Revenue Arrangement [Line Items] | ||||
Contract liabilities | $ 15,689 | $ 4,335 | $ 5,573 | $ 4,088 |
Deferred revenue, acquired | $ 9,700 | |||
Minimum [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue payment terms | 30 days | |||
Maximum [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue payment terms | 90 days | |||
Amortization period of contract assets | 1 year | |||
Contract with customer contract period | 1 year | |||
Revenue recognition timing of invoicing period | 1 year | |||
Contract Liabilities [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Accrued sales incentives | $ 2,200 | 2,400 | ||
Contract Liabilities [Member] | Topic 606 [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Contract liabilities | $ 15,700 | $ 4,300 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Revenue Included in Contract Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |||
Contract Liabilities, Balance | $ 4,335 | $ 5,573 | $ 4,088 |
Contract Liabilities, Deferral of revenue | 19,769 | 7,666 | 5,573 |
Contract Liabilities, Recognition of previously unearned revenue | (8,415) | (8,904) | (4,088) |
Contract Liabilities, Balance | $ 15,689 | $ 4,335 | $ 5,573 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Total assets | $ 84 | $ 5,012 |
Liabilities: | ||
Total liabilities | 2,778 | |
Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | 1,027 | |
Contingent Consideration - Non-current [Member] | ||
Liabilities: | ||
Total liabilities | 1,751 | |
Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 84 | 5,012 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total assets | 84 | 5,012 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 84 | $ 5,012 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total liabilities | 2,778 | |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | 1,027 | |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Non-current [Member] | ||
Liabilities: | ||
Total liabilities | $ 1,751 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Contingent Consideration Categorized as Level 3 (Detail) - Contingent Consideration [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Liabilities resulting from acquisitions | $ 2,187 |
Amortization of discount on contingent liabilities | 208 |
Remeasurement of contingent liabilities | 383 |
Balance as of December 31, 2020 | 2,778 |
Amounts included in accrued expenses and other current liabilities | 1,027 |
Amounts included in Other liabilities | 1,751 |
Total Contingent Consideration | $ 2,778 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Dec. 23, 2020USD ($) | Aug. 01, 2018USD ($) | Dec. 31, 2020USD ($)Company | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 179,118 | $ 93,639 | $ 93,687 | ||
Bright TALK [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of cash consideration transferred | $ 151,000 | ||||
Date of acquisition | Dec. 23, 2020 | ||||
Business acquisition expected valuation term | 1 year | ||||
Goodwill | $ 71,846 | ||||
Bright TALK [Member] | General and Administrative [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 5,000 | ||||
Other Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of cash consideration transferred | $ 25,000 | ||||
Number of acquisitions | Company | 2 | ||||
Contingent consideration | $ 2,200 | ||||
Intangible assets | 17,100 | ||||
Assumed liabilities | 3,500 | ||||
Goodwill | $ 12,700 | ||||
Oceanos Marketing, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Consideration paid on acquisition | $ 600 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 179,118 | $ 93,639 | $ 93,687 | |
Bright TALK [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,997 | |||
Accounts receivable | 11,810 | |||
Operating lease right-of-use assets | 1,986 | |||
Other assets | 2,948 | |||
Goodwill | 71,846 | |||
Intangible assets | 90,370 | |||
Accounts payable, accrued expenses and other liabilities | (9,194) | |||
Unearned revenue | (6,980) | |||
Operating lease liabilities | (2,446) | |||
Deferred tax liabilities and income tax payable | (11,490) | |||
Net Assets acquired | $ 150,847 |
Acquisitions - Components of Id
Acquisitions - Components of Identifiable Intangible Assets Acquired and Estimated Useful Lives (Detail) - Bright TALK [Member] $ in Thousands | Dec. 23, 2020USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 90,370 |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 29,840 |
Useful Life | 19 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 55,950 |
Useful Life | 10 years |
Other Purchased Intangible Assets [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 4,580 |
Useful Life | 10 years |
Acquisitions - Schedule of Reve
Acquisitions - Schedule of Revenue and Earnings of BrightTALK Included in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Total revenues | $ 148,376 | $ 133,957 | $ 121,333 | |
Pretax income | $ 22,504 | $ 22,048 | $ 14,843 | |
Bright TALK [Member] | ||||
Business Acquisition [Line Items] | ||||
Total revenues | $ 1,253 | |||
Pretax income | $ 48 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Financial Information (Detail) - Bright TALK [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 198,196 | $ 172,499 |
Net income (loss) | $ 17,757 | $ (8,175) |
Investments - Additional Inform
Investments - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2020USD ($)Security | Dec. 31, 2019USD ($)Security | Dec. 31, 2018USD ($) | |
Investments [Abstract] | |||
Cumulative unrealized loss, net of taxes | $ 0 | $ 0 | $ 15,000 |
Realized gains or (losses) | $ (42,000) | $ 0 | $ 0 |
Number of securities in unrealized loss position | Security | 0 | 0 |
Investments - Short-term and Lo
Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 84 | $ 5,012 |
Estimated Fair Value | 84 | 5,012 |
Bond Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 84 | 5,012 |
Estimated Fair Value | $ 84 | $ 5,012 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance as of beginning of year | $ 93,639 | $ 93,687 |
Effect of exchange rate changes | 979 | (48) |
Additions | 84,500 | |
Balance as of end of year | $ 179,118 | $ 93,639 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 119,816 | $ 10,920 |
Accumulated Amortization | (10,944) | (10,210) |
Total intangible assets | $ 108,872 | 710 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 18 months | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 19 years | |
Customer, Affiliate and Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 78,283 | 6,520 |
Accumulated Amortization | (6,595) | (6,290) |
Total intangible assets | $ 71,688 | $ 230 |
Customer, Affiliate and Advertiser Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Customer, Affiliate and Advertiser Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 19 years | 17 years |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 32,535 | $ 1,476 |
Accumulated Amortization | (1,315) | (1,026) |
Total intangible assets | 31,220 | 450 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,619 | 1,792 |
Accumulated Amortization | (1,831) | (1,763) |
Total intangible assets | $ 5,788 | $ 29 |
Trademarks, Trade Name and Domain Name [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Trademarks, Trade Name and Domain Name [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 16 years | 8 years |
Proprietary User Information Database and Internet Traffic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Gross Carrying Amount | $ 1,149 | $ 1,122 |
Accumulated Amortization | (1,149) | $ (1,122) |
Non-Compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 1 year 6 months | |
Gross Carrying Amount | 230 | $ 10 |
Accumulated Amortization | (54) | (9) |
Total intangible assets | $ 176 | $ 1 |
Non-Compete Agreement [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 1 year 6 months | |
Non-Compete Agreement [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 3 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period | 7 years 6 months | ||
Amortization of intangible assets | $ 500,000 | $ 100,000 | $ 100,000 |
Write off of intangible assets | $ 0 | $ 0 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 18 months | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 19 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 8,634 | |
2022 | 8,204 | |
2023 | 8,029 | |
2024 | 7,999 | |
2025 | 7,999 | |
Thereafter | 68,007 | |
Total intangible assets | $ 108,872 | $ 710 |
Convertible Debt, Loan Agreem_3
Convertible Debt, Loan Agreement and Prior Term Loan Agreement - Additional Information (Detail) | Dec. 24, 2018USD ($) | Dec. 31, 2020USD ($)shares$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Line Of Credit Facility [Line Items] | |||||
Term loan proceeds | $ 25,000,000 | ||||
Debt instrument converted | $ 1,000 | $ 1,000 | |||
Debt instrument conversion date | Sep. 14, 2025 | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Percentage of sale price of common stock and conversion rate | 98.00% | ||||
Implied interest rate | 5.00% | ||||
Fair value of liability component of debt | $ 158,800,000 | $ 158,800,000 | |||
Aggregate principal amount | 201,250,000 | 201,250,000 | |||
Equity component of the notes | 42,500,000 | 42,500,000 | |||
Transaction costs of notes | 5,250,000 | 5,250,000 | |||
Transaction costs of equity component | 1,404,000 | ||||
Aggregate principal amount of term loan borrowed | 25,000,000 | ||||
Amortization of deferred issuance costs | 47,000 | $ 9,000 | 298,000 | ||
Loan And Security Agreement | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument basis spread on variable rate | 1.375% | ||||
Loan And Security Agreement | London Interbank Offered Rate (LIBOR) | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument basis spread on variable rate | 2.00% | ||||
Loan And Security Agreement | Western Alliance Bank [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Term loan proceeds | $ 25,000,000 | ||||
Loan facility maturity date | Dec. 10, 2023 | ||||
Aggregate principal amount of term loan borrowed | $ 25,000,000 | ||||
Senior Secured Credit Facilities Credit Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Interest expense | $ 800,000 | 900,000 | 1,400,000 | ||
Amortization of deferred issuance costs | 9,000 | $ 300,000 | |||
Term loan principal payment | $ 1,300,000 | ||||
0.125% Convertible Senior Notes [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Term loan proceeds | $ 201,300,000 | ||||
Interest rate | 0.125% | 0.125% | |||
Loan facility maturity date | Dec. 15, 2025 | Dec. 15, 2025 | |||
Debt instrument payment frequency | semiannually | ||||
Date of first required payment | Jun. 15, 2021 | ||||
Debt instrument, conversion rate | 14.1977 | ||||
Debt instrument converted | $ 1,000 | $ 1,000 | |||
Conversion price of debt per share | $ / shares | $ 70.43 | $ 70.43 | |||
Debt instrument conversion date | Sep. 14, 2025 | ||||
Aggregate principal amount of term loan borrowed | $ 201,300,000 | ||||
0.125% Convertible Senior Notes [Member] | Common Stock [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Number of common stock issuable upon conversion | shares | 2,857,447 |
Convertible Debt, Loan Agreem_4
Convertible Debt, Loan Agreement and Prior Term Loan Agreement - Schedule of Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Aggregate principal amount | $ 201,250 | |
Less: debt discount, net of amortization | 47,368 | |
Net carrying amount | 153,882 | $ 22,473 |
Equity component (a) | $ 41,059 |
Convertible Debt, Loan Agreem_5
Convertible Debt, Loan Agreement and Prior Term Loan Agreement - Schedule of Notes (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Transaction costs of equity component | $ 1,404 |
Convertible Debt, Loan Agreem_6
Convertible Debt, Loan Agreement and Prior Term Loan Agreement - Schedule Of Interest Expense Recognized (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Disclosure [Abstract] | |
0.125% Coupon | $ 10 |
Amortization of debt discount and transaction costs | 346 |
Interest expense recognized | $ 356 |
Convertible Debt, Loan Agreem_7
Convertible Debt, Loan Agreement and Prior Term Loan Agreement - Schedule of Fair Value and Carrying Value of Debt Instrument (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Convertible senior notes, Fair Value | $ 218,940 |
Convertible senior notes, Carrying Value | $ 153,882 |
Leases and Contingencies - Addi
Leases and Contingencies - Additional Information (Detail) | Oct. 26, 2017USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) |
Lessee Lease Description [Line Items] | |||||
Operating lease assets (right -of-use assets) | $ 26,031,000 | $ 26,385,000 | $ 27,500,000 | ||
Operating lease liabilities | 30,554,000 | $ 32,100,000 | |||
Total rent expense under the Company's leases | $ 4,000,000 | 4,000,000 | $ 4,000,000 | ||
Lessee, operating lease, existence of option to extend | true | ||||
Charges, claims related to litigation | $ 0 | $ 0 | |||
Minimum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lessee, operating lease, renewal term | 1 year | ||||
Maximum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lessee, operating lease, renewal term | 5 years | ||||
Third Amendment Newton Lease [Member] | |||||
Lessee Lease Description [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% | ||||
Third Amendment Newton Lease [Member] | Minimum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lease agreement for office | ft² | 74,000 | ||||
Third Amendment Newton Lease [Member] | Maximum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lease agreement for office | ft² | 110,000 |
Leases and Contingencies - Summ
Leases and Contingencies - Summary of Maturity of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2019 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2021 | $ 4,723 | |
2022 | 4,610 | |
2023 | 4,258 | |
2024 | 4,253 | |
2025 | 3,464 | |
Thereafter | 14,296 | |
Total future minimum lease payments | 35,604 | |
Less imputed interest | 5,050 | |
Operating lease liabilities | $ 30,554 | $ 32,100 |
Leases and Contingencies - Su_2
Leases and Contingencies - Summary of Operating Lease Liabilities Included in Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Assets And Liabilities Lessee [Abstract] | |||
Current operating lease liability | $ 3,611 | $ 2,571 | |
Non-current operating lease liabilities | 26,943 | $ 28,170 | |
Total operating lease liabilities | $ 30,554 | $ 32,100 |
Leases and Contingencies - Su_3
Leases and Contingencies - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Lease Liabilities Payments Due [Abstract] | ||
Operating lease expense | $ 3,888 | $ 3,865 |
Short-term lease expense | 73 | 117 |
Total lease expense | $ 3,961 | $ 3,982 |
Leases and Contingencies - Su_4
Leases and Contingencies - Summary of Additional Information Related to Operating Leases (Detail) | Dec. 31, 2020 |
Lease Cost [Abstract] | |
Weighted-average years remaining lease term — operating leases | 4 years 8 months 12 days |
Weighted-average discount rate — operating leases | 3.70% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 16, 2017 | Apr. 30, 2007 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Common stock outstanding under the plan | 107,500 | 140,000 | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Intrinsic value of options exercised | $ 1,644 | $ 1,300 | $ 2,700 | ||
Cash received from exercise of options | 551 | 386 | 1,005 | ||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized | $ 38,600 | ||||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized, period for recognition | 2 years | ||||
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 | $ 14,700 | $ 11,400 | $ 7,000 | ||
Stock Option 2007 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Issuance of common stock incentives | 2,911,667 | ||||
Plan expiration period | 2017-05 | ||||
New awards granted | 0 | ||||
Common stock outstanding under the plan | 40,000 | ||||
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 | 1,550,500 | ||||
Plan effective date | Jun. 16, 2017 | ||||
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 | ||||
Minimum [Member] | Stock Option 2017 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 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 | ||||
Annual increase in reserved common stock | 2.00% | ||||
Maximum [Member] | Stock Option 2017 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Period of grants expired | 10 years |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Values of Options Granted Estimated Using Weighted-Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected volatility | 40.00% | 39.00% | 39.00% |
Expected term | 6 years | 6 years | 6 years |
Risk-free interest rate | 0.34% | 2.15% | 2.82% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value per share | $ 11.29 | $ 8.08 | $ 11.94 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Options outstanding, beginning balance | 140,000 | ||
Options Outstanding, Granted | 25,000 | ||
Options Outstanding, Exercised | (50,000) | ||
Options Outstanding, Forfeited | (5,000) | ||
Options Outstanding, Canceled | (2,500) | ||
Options outstanding, ending balance | 107,500 | 140,000 | |
Options Outstanding, Options exercisable | 87,500 | ||
Options Outstanding, Options vested or expected to vest | 106,728 | ||
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ 13.14 | ||
Weighted-Average Exercise Price Per Share, Granted | 29.64 | ||
Weighted-Average Exercise Price Per Share, Exercised | 11.01 | ||
Weighted-Average Exercise Price Per Share, Forfeited | 29.64 | ||
Weighted- Average Exercise Price Per Share, Canceled | 7.20 | ||
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | 17.34 | $ 13.14 | |
Weighted- Average Exercise Price Per Share, Options exercisable | 14.53 | ||
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ 17.25 | ||
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 6 years 7 months 13 days | ||
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 5 years 11 months 23 days | ||
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 6 years 7 months 6 days | ||
Aggregate Intrinsic Value, Exercised | $ 1,644 | $ 1,300 | $ 2,700 |
Aggregate Intrinsic Value, Options outstanding | 4,490 | ||
Aggregate Intrinsic Value, Options exercisable | 3,901 | ||
Aggregate Intrinsic Value, Options vested or expected to vest | $ 4,468 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit Award Activity Under Company's Plans (Detail) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Nonvested outstanding, beginning balance | shares | 1,301,130 |
Shares, Granted | shares | 927,261 |
Shares, Vested | shares | (732,891) |
Shares, Forfeited | shares | (17,500) |
Shares, Nonvested outstanding, ending balance | shares | 1,478,000 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ / shares | $ 21.82 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 35.67 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 57.12 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 25.61 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 31.33 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 87,660 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2020 | Nov. 07, 2019 | Jun. 30, 2016 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||
Common stock repurchase, amount | $ 14,824,000 | $ 7,067,000 | $ 7,089,000 | |||
November 2018 Stock Repurchase Plan [Member] | ||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||
Common stock repurchase authorized amount | $ 25,000,000 | |||||
Common stock repurchased, shares | 736,760 | 411,849 | 243,425 | |||
Common stock repurchase, amount | $ 14,800,000 | $ 7,100,000 | $ 3,100,000 | |||
Stock repurchased, average price per share | $ 20.10 | $ 17.14 | $ 12.82 | |||
Common stock repurchase termination month and year | 2020-05 | |||||
May 2020 Repurchase Program [Member] | ||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||
Common stock repurchase authorized amount | $ 25,000,000 | |||||
Common stock repurchase, amount | $ 0 | |||||
June 2016 Repurchase Program [Member] | ||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||
Common stock repurchase authorized amount | $ 20,000,000 | |||||
Common stock repurchased, shares | 211,729 | |||||
Common stock repurchase, amount | $ 3,900,000 | |||||
Stock repurchase program expiration date | Aug. 31, 2018 | |||||
2007 and 2017 Plans [Member] | ||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||
Common stock reserved | 1,775,441 | |||||
2007 and 2017 Plans [Member] | 0.125% Convertible Senior Notes [Member] | ||||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||||
Common stock reserved | 4,000,186 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 20,271 | $ 20,709 | $ 11,917 |
Foreign | 2,233 | 1,339 | 2,926 |
Income before provision for income taxes | $ 22,504 | $ 22,048 | $ 14,843 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 4,073 | $ 3,415 | $ 1,540 |
State | 1,230 | 538 | 540 |
Foreign | 243 | 347 | (55) |
Total current | 5,546 | 4,300 | 2,025 |
Deferred: | |||
Federal | (122) | 742 | (65) |
State | 2 | 242 | (53) |
Foreign | 10 | (111) | (19) |
Total deferred | (110) | 873 | (137) |
Provision for income taxes | $ 5,436 | $ 5,173 | $ 1,888 |
Income Taxes - Difference by Ap
Income Taxes - Difference by Applying the Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Provision computed at statutory rate | $ 4,726 | $ 4,630 | $ 3,116 |
Increase resulting from: | |||
Difference in rates for foreign jurisdictions | 17 | 18 | 93 |
Stock-based compensation | (1,314) | (425) | (1,708) |
Other non-deductible expenses | 548 | 243 | 252 |
Non-deductible officers compensation | 899 | 482 | 198 |
State income tax provision | 974 | 615 | 396 |
Losses not benefitted | 23 | ||
Subsidiary earnings taxed in the US | (40) | (11) | (104) |
Research and development credit | (466) | (387) | (279) |
Cancellation of Foreign Subsidiary Debt | (127) | ||
Valuation allowance | 71 | ||
Other | 21 | 8 | 28 |
Provision for income taxes | $ 5,436 | $ 5,173 | $ 1,888 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Company's Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 7,533 | $ 99 |
Right of use operating lease liability | 7,219 | 7,769 |
Accruals and allowances | 2,287 | 1,452 |
Stock-based compensation | 1,796 | 1,397 |
Other | 4 | 4 |
Gross deferred tax assets | 18,839 | 10,721 |
Less valuation allowance | (304) | (33) |
Total deferred tax assets | 18,535 | 10,688 |
Deferred tax liabilities: | ||
Intangible asset amortization | (22,504) | (3,204) |
Right of use operating lease asset | (6,186) | (6,650) |
Convertible debt basis difference | (10,841) | |
Depreciation | (2,636) | (2,309) |
Total deferred tax liabilities | (42,167) | (12,163) |
Net deferred tax liabilities | (23,632) | (1,475) |
As reported: | ||
Non-current deferred tax assets | 216 | 136 |
Non-current deferred tax liabilities | $ (23,848) | $ (1,611) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 304,000 | $ 33,000 |
Unrecognized tax expenses | $ 0 | |
Operating Loss Carryforwards, Limitations on Use | NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 percent | |
Undistributed earnings, foreign subsidiaries | $ 10,100,000 | |
Expire in 2036 | ||
Income Taxes [Line Items] | ||
NOL carryforwards | 6,700,000 | |
Foreign Country [Member] | ||
Income Taxes [Line Items] | ||
NOL carryforwards | 2,500,000 | |
Foreign Country [Member] | Hong Kong [Member] | ||
Income Taxes [Line Items] | ||
Valuation allowance | 200,000 | |
Federal and State [Member] | ||
Income Taxes [Line Items] | ||
NOL carryforwards | 27,200,000 | |
Bright TALK Inc [Member] | ||
Income Taxes [Line Items] | ||
Valuation allowance | 271,000 | |
Increase in valuation allowance | $ 271,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment Information - Net Sales
Segment Information - Net Sales by Campaign Target Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | $ 148,376 | $ 133,957 | $ 121,333 |
Customers by Campaign Target Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 148,376 | 133,957 | 121,333 |
North America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 90,919 | 89,582 | 82,660 |
North America [Member] | Customers by Campaign Target Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 90,919 | 89,582 | 82,660 |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 57,457 | 44,375 | 38,673 |
International [Member] | Customers by Campaign Target Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | $ 57,457 | $ 44,375 | $ 38,673 |
Segment Information - Net Sal_2
Segment Information - Net Sales to Customers by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | $ 148,376 | $ 133,957 | $ 121,333 |
Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 148,376 | 133,957 | 121,333 |
United States [Member] | Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 103,797 | 99,669 | 89,340 |
United Kingdom [Member] | Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 18,405 | 14,104 | 14,391 |
Other International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 57,457 | 44,375 | 38,673 |
Other International [Member] | Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | $ 26,174 | $ 20,184 | $ 17,602 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 301,651 | $ 106,720 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 195,424 | 102,572 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 106,227 | $ 4,148 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's contribution to the plan, percentage | 50.00% | ||
Company's contribution to the plan, amount | $ 1,200,000 | $ 1,200,000 | $ 1,100,000 |
Company's matching contributions vesting annually | 25.00% | ||
Company's matching contributions vesting after four consecutive years of service | 100.00% | ||
Vesting period identified for vesting purpose | 4 years | ||
Maximum [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Annual contribution by employer | $ 3,000 | $ 3,000 | $ 3,000 |