Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 11, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Everyday Health, Inc. | |
Entity Central Index Key | 1,358,483 | |
Trading Symbol | evdy | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 32,366,501 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 35,050 | $ 50,729 |
Accounts receivable, net of allowance for doubtful accounts of $758 and $637 as of September 30, 2015 and December 31, 2014, respectively | 63,315 | 68,007 |
Deferred tax asset | 656 | 656 |
Prepaid expenses and other current assets | 6,904 | 5,529 |
Total current assets | 105,925 | 124,921 |
Property and equipment, net | 28,104 | 25,502 |
Goodwill | 165,537 | 127,115 |
Intangible assets, net | 45,253 | 30,716 |
Other assets | 5,450 | 5,237 |
Total assets | 350,269 | 313,491 |
Current liabilities: | ||
Accounts payable and accrued expenses | 32,153 | 31,722 |
Deferred revenue | 9,807 | 6,740 |
Current portion of long-term debt | 5,928 | 3,000 |
Other current liabilities | 13,669 | 965 |
Total current liabilities | 61,557 | 42,427 |
Long-term debt | 105,975 | 87,000 |
Deferred tax liabilities | 7,713 | 6,673 |
Other long-term liabilities | $ 5,610 | $ 4,105 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value: 10,000,000 shares authorized at September 30, 2015 and December 31, 2014; no shares issued and outstanding at September 30, 2015 and December 31, 2014 | ||
Common stock, $0.01 par value: 90,000,000 shares authorized at September 30, 2015 and December 31, 2014; 32,295,614 and 31,489,196 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | $ 322 | $ 314 |
Treasury stock | (55) | (55) |
Additional paid-in capital | 307,329 | 292,117 |
Accumulated deficit | (138,182) | (119,090) |
Total stockholders' equity | 169,414 | 173,286 |
Total liabilities and stockholders' equity | $ 350,269 | $ 313,491 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts (in Dollars) | $ 758 | $ 637 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 32,295,614 | 31,489,196 |
Common stock, shares outstanding | 32,295,614 | 31,489,196 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Advertising and sponsorship revenues | $ 49,630 | $ 37,910 | $ 136,193 | $ 107,484 |
Premium services revenues | 4,684 | 4,414 | 14,100 | 13,792 |
Total revenues | 54,314 | 42,324 | 150,293 | 121,276 |
Operating expenses: | ||||
Cost of revenues | 15,637 | 11,006 | 43,639 | 33,388 |
Sales and marketing | 18,531 | 12,213 | 52,289 | 34,649 |
Product development | 14,163 | 10,886 | 38,952 | 32,453 |
General and administrative | 10,010 | 7,504 | 29,887 | 21,225 |
Total operating expenses | 58,341 | 41,609 | 164,767 | 121,715 |
Income (loss) from operations | (4,027) | 715 | (14,474) | (439) |
Interest expense, net | (1,429) | (500) | (3,808) | (2,948) |
Other expense | (4,114) | |||
Income (loss) from operations before provision for income taxes | (5,456) | 215 | (18,282) | (7,501) |
Provision for income taxes | (7,262) | (365) | (810) | (1,003) |
Net loss | (12,718) | (150) | (19,092) | (8,504) |
Series G preferred stock deemed dividend | (8,079) | |||
Net loss attributable to common stockholders | $ (12,718) | $ (150) | $ (19,092) | $ (16,583) |
Net loss attributable to common stockholders per common share - basic and diluted (in dollars per share) | $ (0.40) | $ 0 | $ (0.60) | $ (0.76) |
Weighted-average common shares outstanding: | ||||
Weighted-average common shares outstanding - basic and diluted (in shares) | 32,138,214 | 30,404,529 | 31,807,776 | 21,962,026 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2014 | $ 314 | $ (55) | $ 292,117 | $ (119,090) | $ 173,286 | |
Balance (in Shares) at Dec. 31, 2014 | 31,489,196 | |||||
Exercise of stock options | $ 3 | 1,970 | 1,973 | |||
Exercise of stock options (in shares) | 268,273 | |||||
Common stock issued for settlement of restricted stock units, net of 747 shares withheld to satisfy income tax withholding obligations | (10) | (10) | ||||
Common stock issued for settlement of restricted stock units, net of 747 shares withheld to satisfy income tax withholding obligations (in shares) | 1,176 | |||||
Exercise of warrants | $ 1 | (1) | ||||
Exercise of warrants (in shares) | 99,881 | |||||
Issuance of common stock in connection with employee stock purchase plan | $ 1 | 1,147 | 1,148 | |||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 109,304 | |||||
Issuance of common stock for acquired business | $ 3 | 3,890 | 3,893 | |||
Issuance of common stock in connection with acquisitions (in shares) | 327,784 | |||||
Stock based compensation expense | 8,216 | 8,216 | ||||
Net loss | (19,092) | (19,092) | ||||
Balance at Sep. 30, 2015 | $ 322 | $ (55) | $ 307,329 | $ (138,182) | $ 169,414 | |
Balance (in Shares) at Sep. 30, 2015 | 32,295,614 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parentheticals) | 9 Months Ended |
Sep. 30, 2015shares | |
Shares withheld to satisfy income tax withholding obligations | 747 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (19,092) | $ (8,504) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 15,157 | 10,829 |
Provision for doubtful accounts | 176 | 215 |
Stock-based compensation | 8,216 | 6,748 |
Amortization and write-off of financing costs | 396 | 4,309 |
Asset impairment charge | 1,416 | |
Provision for deferred income taxes | 440 | 722 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,700 | 7,218 |
Prepaid expenses and other current assets | (1,125) | 316 |
Accounts payable and accrued expenses | (1,934) | (11,191) |
Deferred revenue | 2,334 | 1,636 |
Other current liabilities | 1,862 | (101) |
Other long-term liabilities | 1,724 | 607 |
Net cash provided by operating activities | 19,270 | 12,804 |
Cash flows from investing activities | ||
Additions to property and equipment, net | (10,276) | (11,326) |
Proceeds from sale of business | 400 | |
Payments for businesses purchased, net of cash acquired | (47,316) | |
Payment of security deposits and other assets | 125 | 90 |
Net cash used in investing activities | (57,467) | (10,836) |
Cash flows from financing activities | ||
Net proceeds from common stock issuance | 70,622 | |
Proceeds from the exercise of stock options | 1,881 | 2,896 |
Principal payments on capital lease obligations | (521) | (480) |
Tax withholdings related to net share settlements of restricted stock units | (10) | |
Payments of credit facility financing costs | (735) | (2,234) |
Net cash provided by financing activities | 22,518 | 38,971 |
Net increase (decrease) in cash and cash equivalents | (15,679) | 40,939 |
Cash and cash equivalents, beginning of period | 50,729 | 16,242 |
Cash and cash equivalents, end of period | 35,050 | 57,181 |
Supplemental disclosure of cash flow information | ||
Interest paid | 2,563 | 3,027 |
Income taxes paid | 176 | 166 |
Supplemental disclosure of non-cash investing and financing activities | ||
Issuance of common stock for acquired business | 3,893 | 919 |
Due to sellers of acquired business | $ 11,000 | |
Warrants issued in connection with website partner agreement | 1,131 | |
Capital lease obligations incurred | 466 | |
Reclassification of liability warrants to equity warrants | 1,140 | |
Former Revolving Credit Facility | ||
Cash flows from financing activities | ||
Repayments of principal | (30,000) | |
Former Term Loan | ||
Cash flows from financing activities | ||
Repayments of principal | (41,333) | |
Revolving Credit Facility | ||
Cash flows from financing activities | ||
Repayments of principal | $ (10,000) | (32,300) |
Borrowings | 25,000 | 32,300 |
Term Loan Facility | ||
Cash flows from financing activities | ||
Repayments of principal | (1,597) | (500) |
Borrowings | $ 8,500 | $ 40,000 |
Business
Business | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Business | 1. Business Everyday Health, Inc. (the “Company”) is a leading provider of digital health marketing and communications solutions. The Company was incorporated in the State of Delaware in January 2002 as Agora Media Inc., and changed its name to Waterfront Media Inc. in January 2004. In January 2010, the Company changed its name to Everyday Health, Inc. to better align its corporate identity with the Everyday Health brand. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of the acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation. Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the audited consolidated financial statements for the year ended December 31, 2014 and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other future periods, due to seasonality and other business factors. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2014, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2015. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience, current business factors and other available information. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition and deferred revenue, allowance for doubtful accounts, internal software development costs and website development costs, valuation of long-lived assets, goodwill and other intangible assets, income taxes and stock-based compensation. Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the September 30, 2015 presentation. Initial Public Offering On April 2, 2014, the Company closed its initial public offering of common stock (“IPO”). The IPO, including the additional shares issued and sold on April 30, 2014 pursuant to the underwriters’ exercise of their over-allotment option, resulted in net proceeds of $70,622, after deducting underwriting discounts and commissions and offering costs borne by the Company totaling $8,848. As a result of the IPO, the Company issued and sold 5,676,414 shares of common stock at a public offering price of $14.00 per share, and all of the Company’s redeemable convertible preferred stock outstanding automatically converted into an aggregate of 18,457,235 shares of common stock, including 577,055 additional shares of common stock related to the Series G redeemable convertible preferred stock ratchet provision. Revenue Recognition and Deferred Revenue The Company generates its revenue primarily through advertising and sponsorships, and premium services, including subscriptions and licensing fees. Advertising revenue is recognized in the period in which the advertisement is delivered. Revenue from sponsorships is recognized over the period the Company substantially satisfies its contractual obligations as required under the respective sponsorship agreements. When contractual arrangements contain multiple elements, revenue is allocated to each element based on its relative fair value determined using prices charged when elements are sold separately. In instances where individual deliverables are not sold separately, or when third-party evidence is not available, fair value is determined based on management’s best estimate of selling price. Subscriptions are generally paid in advance on a monthly, quarterly or annual basis. Subscription revenue, after deducting refunds and charge-backs, is recognized on a straight-line basis ratably over the subscription periods. Licensing revenue is generally recognized over the life of the contract. Deferred revenue relates to: (i) subscription fees for which amounts have been collected but for which revenue has not been recognized, and (ii) advertising and sponsorship fees and licensing fees billed in advance of when the revenue is to be earned. Cost of Revenues Cost of revenues consists principally of the expenses associated with aggregating the total audience across the Company’s portfolio of websites, including (i) royalty expenses for licensing content for certain websites within the portfolio and for the portion of advertising revenue the Company pays to the owners of certain other websites within the portfolio, and (ii) media costs associated with audience aggregation activities. Cost of revenues also includes physician honoraria fees, credit card fees and service charges associated with subscription fees for the Company’s premium services. Media costs consist primarily of fees paid to online publishers, internet search companies and other media channels for search engine and database marketing, and display and television advertising. These media activities are attributable to revenue-generating and audience aggregation events, designed to increase the audience to the websites the Company operates, increase the number of subscribers to premium services and grow the Company’s registered user base. Other Expense There were no charges reflected as other expense in the nine months ended September 30, 2015. In connection with the refinancing of its credit facilities in March 2014, the Company wrote-off unamortized deferred financing costs totaling $2,845 and incurred prepayment fees of $1,016, which, together with the mark-to-market adjustment on certain preferred stock warrants of $253, is reflected as other expense in the accompanying consolidated statements of operations for the nine months ended September 30, 2014. Comprehensive Income The Company has no items of other comprehensive income, and accordingly net income (loss) is equal to comprehensive income (loss) for all periods presented. Fair Value of Financial Instruments Due to their short-term maturities, the carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses, approximate fair value. Cash equivalents principally consist of the Company’s investment in highly liquid money market funds. The fair value of these investment funds is based on quoted market prices, which are Level 1 inputs, pursuant to the fair value accounting standard, which establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of the Company’s debt approximates the recorded amounts as the interest rates on the credit facilities are based on market interest rates. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the improvement. The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the application development phase, consisting principally of payroll and related benefits, are capitalized. Upon completion, the capitalized costs are amortized using the straight-line method over their estimated useful lives, which is generally three years. The Company also incurs costs to develop its websites and mobile applications. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the application development phase, consisting principally of third-party consultants and related charges, and the costs of content determined to provide a future economic benefit, are capitalized. Upon completion, the capitalized costs are amortized using the straight-line method over their estimated useful lives, which is generally three years. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. During the three and nine months ended September 30, 2015, an impairment charge of $1,416 was recorded related to certain software development projects which the Company has decided not to move forward with. The $1,416 charge is included in product development expense in the accompanying consolidated statements of operations. There were no indicators of impairment of the Company’s property and equipment during the nine months ended September 30, 2014. Segment Information The Company and its subsidiaries are organized in a single operating segment, providing online health solutions, and the Company also has one reportable segment. Substantially all of the Company’s revenues are derived from U.S. sources. Recent Accounting Standards In April 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance for reporting discontinued operations. Under the new guidance, only disposals that represent a strategic shift having a material impact on an entity’s operations and financial results shall be reported as discontinued operations, with expanded disclosures. This amendment will be effective for the first annual reporting period beginning after December 15, 2015. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. In May 2014, the FASB issued amended guidance for revenue recognition. This amendment provides a comprehensive new revenue recognition model. The core principle of the guidance is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. This amendment was originally to be effective for annual and interim periods beginning after December 15, 2016. In August 2015, the FASB approved a one year deferral of the effective date to December 15, 2017 and early adoption is permitted, but not before the original effective date of December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the new standard will have on the consolidated financial statements and related disclosures. In June 2014, the FASB issued updated guidance on stock compensation accounting requiring that a performance target that affects vesting and could be achieved after the requisite service period should be treated as a performance condition. Current GAAP does not contain explicit guidance on how to account for such share-based payments. This updated guidance is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. In April 2015, the FASB issued updated guidance on the presentation of debt issuance costs in financial statements. The new guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. This guidance will be effective for the Company beginning in the first quarter of 2016 on a retrospective basis for all periods presented, with early adoption optional. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. In September 2015, the FASB issued updated guidance on business combinations accounting requiring the acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Previously, such adjustments were required to be retrospectively recorded in prior period financial information. The amended guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The standard is to be applied prospectively, with early adoption permitted. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Acquisitions | 3. Acquisitions Tea Leaves In August 2015, the Company acquired 100% of the limited liability company membership interests of Tea Leaves Health, LLC (“Tea Leaves”), a provider of a SaaS-based marketing and analytics platform for hospital systems to identify and engage consumers and physicians. The purchase price was valued at $29,893, consisting of (i) $15,000 in cash paid at closing, (ii) 327,784 shares of the Company’s common stock valued at $3,893, issued at closing and held in escrow for potential post-closing working capital and/or indemnification claims, and (iii) $11,000 to be paid within six months of closing in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, in the Company’s sole discretion. In addition to the purchase price, the former members of Tea Leaves are eligible to receive an additional $20,000 (50% in cash and 50% in shares of the Company’s common stock) based on the achievement of a specified Tea Leaves financial target as of December 31, 2016, as set forth in the Membership Interest Purchase Agreement between the Company, Tea Leaves and the other parties thereto. This earn-out payment is contingent upon the continued employment with the Company of certain former members of Tea Leaves through December 31, 2016, and, if earned, is due to be paid in the first quarter of 2017. In the three months ended September 30, 2015, there was no earn-out accrual recorded with respect to the December 31, 2016 financial target. The Company expects that the Tea Leaves acquisition will enable the Company to offer an integrated suite of solutions that will allow hospital systems to target both consumers and physicians and to provide measurable return on investment for their strategic planning and marketing efforts. The acquisition was accounted for as a business combination and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed on a preliminary basis based on the respective fair values, subject to change for any working capital adjustment that may arise. The results of operations of Tea Leaves, which are not material to the consolidated operating results for the three months ended September 30, 2015, have been included in the accompanying consolidated financial statements from August 6, 2015, the closing date of the acquisition. The following table summarizes the preliminary allocation of the assets acquired and liabilities assumed based on their fair values on the acquisition date. The fair values presented are based on a preliminary valuation and are subject to adjustment during a measurement period of up to one year from the acquisition date. The measurement period provides the Company with the ability to adjust the fair values of acquired assets for new information that is obtained about circumstances that existed as of the acquisition date. Cash and cash equivalents $ 296 Accounts receivable 778 Other current assets 19 Property and equipment 3,404 Intangible assets 3,410 Goodwill 23,514 Deferred revenue (535 ) Accounts payable and accrued expenses (993 ) Total consideration $ 29,893 Cambridge In March 2015, the Company acquired 100% of the limited liability company membership interests of Cambridge BioMarketing Group, LLC (“Cambridge”), a provider of strategic launch and marketing solutions for orphan and rare disease products, for a total purchase price of $32,273, of which $24,273 was paid in cash at closing. The remaining $8,000 obligation at closing was comprised of convertible notes that could either convert into shares of the Company’s common stock or be paid in cash at the discretion of the Company. The Company paid the $8,000 obligation in cash in May 2015. As a result of a $134 working capital adjustment, the fair value of the total consideration amounts to $32,139. In addition to the purchase price described above, the former members of Cambridge are eligible to receive up to an additional $5,000 in cash based on Cambridge’s achievement of certain revenue and Adjusted EBITDA targets for 2015. This earn-out payment is contingent upon the continued employment with the Company of certain former members of Cambridge at the time the earn-out payment is due to be paid in the first quarter of 2016. The Company records any such earn-out as compensation expense for the applicable period. During the three and nine months ended September 30, 2015, the Company accrued $1,360 and $3,630, respectively, in compensation expense for this earn-out, which is included in sales and marketing expense in the accompanying consolidated statements of operations. The Company expects that the acquisition will broaden its strategic marketing and communications solutions to pharmaceutical brands targeting orphan and rare disease segments in the market. The acquisition was accounted for as a business combination and, accordingly, the purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed on a preliminary basis based on the respective fair values. The results of operations of Cambridge have been included in the consolidated financial statements of the Company from March 20, 2015, the closing date of the acquisition. The consolidated statements of operations for the three and nine months ended September 30, 2015 include revenue of $6,574 and $12,618, respectively, and pretax income of $2,164 and $4,151, respectively, attributable to Cambridge. Additionally, for the three and nine months ended September 30, 2015, acquisition-related costs of $0 and $186, respectively, are included in general and administrative expenses in the accompanying consolidated statements of operations. The following table summarizes the preliminary allocation of the assets acquired and liabilities assumed based on their fair values on the acquisition date. The fair values presented are based on a preliminary valuation and are subject to adjustment during a measurement period of up to one year from the acquisition date. The measurement period provides the Company with the ability to adjust the fair values of acquired assets for new information that is obtained about circumstances that existed as of the acquisition date. Accounts receivable $ 4,406 Other current assets 137 Property and equipment 783 Intangible assets 14,280 Goodwill 15,442 Accounts payable and accrued expenses (2,659 ) Deferred revenue (197 ) Other current liabilities (53 ) Total consideration $ 32,139 Pro Forma Information In accordance with Accounting Standards Codification (“ASC”) Topic 805, presented below are unaudited pro forma results for the three and nine months ended September 30, 2015 and 2014 to show the effect on the Company’s consolidated results of operations as if the Cambridge acquisition had been consummated on January 1, 2014. Unaudited Pro Forma Results Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenue $ 54,314 $ 46,655 $ 154,560 $ 132,694 Income (loss) from operations before provision for income taxes $ (5,456 ) $ 747 $ (17,580 ) $ (6,899 ) The unaudited pro forma results give effect to pro forma events that are directly attributable to the assumed acquisition, factually supportable, and expected to have a continuing impact on the combined results. The unaudited pro forma results include adjustments primarily related to amortization expense associated with acquired intangible assets and incremental interest expense related to additional borrowings on the Company’s Credit Facility (as defined below) used to fund the Cambridge acquisition. The unaudited pro forma results are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been consummated as of the date indicated or that may be achieved in future periods. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets During the nine months ended September 30, 2015, goodwill of $38,956 and definite-lived intangible assets of $17,690 were recorded in connection with the Cambridge and Tea Leaves acquisitions (see Note 3). The preliminary value of the intangible assets acquired in connection with the Cambridge acquisition consists of customer relationships of $8,810 and trade names of $5,470, each of which has an estimated useful life of 10 years. The preliminary value of the intangible assets acquired in connection with the Tea Leaves acquisition consists of customer relationships of $2,510 and trade names of $900, which have estimated useful lives of 10 years and 3 years, respectively. Additionally, goodwill decreased by $534 and definite-lived intangible assets increased by $1,470 during the nine months ended September 30, 2015 from working capital adjustments and a revision to the preliminary fair value allocation of assets acquired and liabilities assumed related to a November 2014 acquisition. The carrying value of the Company’s goodwill was $165,537 as of September 30, 2015. Goodwill is tested for impairment on an annual basis as of October 1, and whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. Application of the impairment test requires judgment and results in impairment being recognized if the carrying value of the asset exceeds its fair value. No indicators of impairment were noted during or since the Company’s last evaluation of goodwill at October 1, 2014. Similarly, the Company’s definite-lived intangible assets with a net carrying value of $45,253 at September 30, 2015, consisting principally of trade names and customer relationships, is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. There were no indicators of impairment of the Company’s definite-lived intangible assets during the nine months ended September 30, 2015 and 2014. Definite-lived intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net carrying amount Weighted- average remaining useful life (1) Gross carrying amount Accumulated amortization Net carrying amount Weighted- average remaining useful life (1) Customer relationships $ 40,090 $ (13,463 ) $ 26,627 9.2 $ 27,300 $ (11,247 ) $ 16,053 9.5 Trade names 24,985 (6,359 ) 18,626 6.6 18,615 (4,370 ) 14,245 6.5 Other intangibles 3,900 (3,900 ) — 0.0 3,900 (3,482 ) 418 0.7 Total $ 68,975 $ (23,722 ) $ 45,253 $ 49,815 $ (19,099 ) $ 30,716 (1) The calculation of the weighted-average remaining useful life is based on weighting the net book value of each asset in its group, and applying the weight to its respective remaining amortization period. Amortization expense relating to the definite-lived intangible assets totaled $1,695 and $545 for the three months ended September 30, 2015 and 2014, respectively, and $4,623 and $1,636 for the nine months ended September 30, 2015 and 2014, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of operations. Future amortization expense of the intangible assets is estimated to be as follows: Year ending December 31: 2015 (October 1st to December 31st) $ 1,507 2016 6,071 2017 6,063 2018 5,755 2019 5,574 Thereafter 20,283 Total $ 45,253 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Long-Term Debt | 5. Long-Term Debt The Company entered into a credit facility agreement with a syndicated bank group in March 2014, which replaced its then-existing credit facility. The new credit facility consisted of a revolver (“Revolver”) with a maximum borrowing limit of $35,000 and a term loan (“Term Loan”) of $40,000. In November 2014, in connection with an acquisition, the credit facility was amended and restated to, among other things, (i) increase the maximum borrowing limit of the Revolver from $35,000 to $55,000; (ii) increase the Term Loan from $39,000 outstanding as of such date to $60,000; (iii) extend the maturity date of the Term Loan and the due date of principal on the Revolver from March 2019 to November 2019; and (iv) effect certain modifications to the covenants and terms set forth in the credit facility agreement. In March 2015, the amended and restated credit facility was amended twice to, among other things, (i) consent to the acquisition of Cambridge, (ii) increase the Term Loan from $59,250 outstanding as of such date to $67,750; (iii) increase the maximum borrowing limit of the Revolver from $55,000 to $82,250; and (iv) effect certain modifications to the covenants and terms set forth in the credit facility agreement. All other materials terms of the credit facility, including the applicable maturity dates, remained unchanged by the March 2015 amendments. In August 2015, the Company entered into a third amendment to the amended and restated credit facility (as amended, the “Credit Facility”) to modify a certain defined term; however, all other material terms and conditions of the Credit Facility remained unchanged by the August 2015 amendment. The repayment terms of the Revolver provide for quarterly interest payments, with the principal being due in full in November 2019. The repayment terms of the Term Loan provide for quarterly interest and principal payments, with a maturity date of November 2019. The interest rate on the Credit Facility is equal to the London Inter-Bank Offered Rate, or LIBOR, plus a variable rate ranging from 2.75% to 4.0% depending on the Company’s consolidated leverage ratio, as defined in the Credit Facility agreement, and there is a 0.50% commitment fee on the unused portion of the Revolver. As of September 30, 2015, the interest rate on the Credit Facility was 4.28%. As of September 30, 2015, there was $66,903 outstanding on the Term Loan and $45,000 outstanding on the Revolver, with $37,250 available to be drawn on the Revolver. The Credit Facility contains certain financial and operational covenants, including requirements to maintain a minimum consolidated fixed charge coverage ratio and a maximum consolidated leverage ratio, each as defined in the Credit Facility agreement, as well as restrictions on certain types of dispositions, mergers and acquisitions, indebtedness, investments, liens and capital expenditures, issuance of capital stock and the Company’s ability to pay dividends. The Credit Facility is secured by a first priority security interest in substantially all of the Company’s existing and future assets. The Company was in compliance with the financial and operational covenants of the Credit Facility as of September 30, 2015. In connection with the March 2014 refinancing and the November 2014 amendment, the Company incurred financing costs totaling $2,899 and, in connection with the amendments during the nine months ended September 30, 2015, the Company incurred financing costs of $735, each of which has been deferred and is being amortized using the effective interest rate method through the final maturities of the Credit Facility. Deferred financing costs are recorded in other assets in the accompanying consolidated balance sheets. Amortization expense relating to deferred financing costs is included in interest expense in the accompanying consolidated statements of operations. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Common Stock and Preferred Stock | 6. Common Stock and Preferred Stock As of September 30, 2015 and December 31, 2014, there were no shares of preferred stock issued and outstanding. The redeemable convertible preferred stock, Series A-G (collectively, the “Preferred Stock”), which was outstanding at the time of the Company’s IPO, fully converted to common stock in connection with the IPO. In March 2014, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a 1-for-1.5 reverse stock split of the Company’s issued and outstanding shares of common stock. The par value of the common stock was not adjusted as a result of the reverse stock split. All issued and outstanding common stock and per share amounts contained in the Company’s consolidated financial statements and related notes thereto have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effected on March 14, 2014. In April 2014, in connection with the closing of the Company’s IPO, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware that amended and restated in its entirety the Company’s certificate of incorporation to, among other things, increase the total number of shares of the Company’s common stock that the Company is authorized to issue to 90,000,000, eliminate all references to the various series of preferred stock that were previously authorized (including certain protective measures held by the various series of preferred stock), and to authorize up to 10,000,000 shares of undesignated preferred stock that may be issued from time to time with terms to be set by the Company’s Board of Directors, which rights could be senior to those of the Company’s common stock. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation The Company has granted non-statutory stock options and restricted stock unit awards to employees, directors and consultants of the Company pursuant to its 2003 Stock Option Plan, as amended (the “2003 Plan”), and 2014 Equity Incentive Plan (the “2014 Plan”), which became effective immediately upon the signing of the underwriting agreement related to the IPO on March 27, 2014. Upon the effectiveness of the 2014 Plan, no additional awards have been or will be granted under the 2003 Plan. The 2014 Plan provides for the grant of stock options, restricted stock units, and other awards based on the Company’s common stock. As of September 30, 2015, 285,753 shares have been reserved for issuance under the 2014 Plan. The number of shares of common stock reserved for issuance under the 2014 Plan is subject to an automatic increase on January 1 of each year through January 1, 2024, by the lesser of (a) 4% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year and (b) a number of shares determined by the Board of Directors. Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2015: Number of options Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2014 5,893,698 $ 9.94 6.48 $ 29,249 Granted 929,265 12.09 Exercised (268,273 ) 7.35 Cancelled (274,474 ) 12.47 Outstanding at September 30, 2015 6,280,216 $ 10.27 5.57 $ 5,734 Exercisable at September 30, 2015 4,141,403 $ 8.89 4.29 $ 5,505 Proceeds from the exercise of options and the total intrinsic value of the options exercised were $112 and $112, respectively, for the three months ended September 30, 2015, and $745 and $1,129, respectively, for the three months ended September 30, 2014. Proceeds from the exercise of options and the total intrinsic value of the options exercised were $1,881 and $1,388, respectively, for the nine months ended September 30, 2015, and $2,896 and $4,354, respectively, for the nine months ended September 30, 2014. The weighted-average fair value per share at date of grant for options granted was $5.36 and $7.73 during the nine months ended September 30, 2015 and 2014, respectively. The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model and recognized in expense over the vesting period of the options using the graded attribution method. The following table presents the weighted-average assumptions used to estimate the fair value of options granted in the nine months ended September 30, 2015 and 2014: 2015 2014 Volatility 43.40 % 49.42 % Expected life (years) 6.25 6.25 Risk-free interest rate 1.73 % 1.92 % Dividend yield — — The expected stock price volatilities are estimated based on historical realized volatilities of comparable publicly traded company stock prices over a period of time commensurate with the expected term of the option award. The expected life represents the period of time for which the options granted are expected to be outstanding. The Company used the simplified method for determining expected life for options qualifying for treatment due to the limited history the Company currently has with option exercise activity. The risk-free interest rate is based on the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date. Total stock-based compensation expense related to stock options was $1,471 and $2,331 for the three months ended September 30, 2015 and 2014, respectively, and $4,940 and $5,942 for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015, there was approximately $5,381 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.32 years. The total fair value of stock options vested during the nine months ended September 30, 2015 and 2014 was $5,183 and $2,800, respectively. Restricted Stock Unit Awards The Company’s restricted stock unit awards (“RSUs”) are agreements to issue shares of the Company’s common stock to employees in the future, upon the satisfaction of certain vesting conditions, which cause them to be subject to risk of forfeiture and restrict the awardholder’s ability to sell or otherwise transfer such RSUs until they vest. Generally, the Company’s RSU grants vest over three years from the grant date subject to continued employment on the applicable vesting dates. The following table summarizes the unvested RSU activity for the nine months ended September 30, 2015: Number of RSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2014 — $ - Granted (1) 691,538 12.01 Vested (1,923 ) 11.99 Cancelled (24,397 ) 11.99 Outstanding at September 30, 2015 665,218 $ 12.01 (1) RSUs granted during the nine months ended September 30, 2015 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. Total stock-based compensation expense related to RSUs was $1,343 and $2,867 for the three and nine months ended September 30, 2015, respectively. As RSUs were issued for the first time in March 2015, there was no stock-based compensation expense related to RSUs in 2014. At September 30, 2015, there was approximately $4,611 of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.24 years. 2014 Employee Stock Purchase Plan The 2014 Employee Stock Purchase Plan (“ESPP”), which became effective immediately upon the signing of the underwriting agreement related to the IPO on March 27, 2014, authorized the issuance of 500,000 shares of the Company’s common stock pursuant to purchase rights granted to employees. The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year from January 1, 2015 through January 1, 2024 by the least of (a) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, (b) 400,000 shares and (c) a number determined by the Board of Directors that is less than (a) and (b). Unless otherwise determined by the Board of Directors, common stock will be purchased for participating employees at a price per share equal to the lower of (a) 85% of the fair market value of a share of the common stock on the first date of an offering, or (b) 85% of the fair market value of a share of the common stock on the date of purchase. Generally, all regular employees may participate in the ESPP and may contribute, through payroll deductions, up to 15% of their earnings toward the purchase of common stock under the ESPP. Under the terms of the ESPP, there are defined limitations as to the amount and value of common stock that can be purchased by each employee. The Company’s second purchase period commenced in November 2014 and ended in May 2015. During the nine months ended September 30, 2015, employees purchased 109,304 shares of common stock pursuant to the ESPP at an exercise price of $10.51. As of September 30, 2015, 567,403 shares of common stock were reserved for future issuance under the ESPP. For the three months ended September 30, 2015 and 2014, charges incurred under the ESPP totaled $158 and $399, respectively. For the nine months ended September 30, 2015 and 2014, charges incurred under the ESPP totaled $409 and $806, respectively. There was $207 of total unrecognized compensation cost related to purchase rights under the ESPP as of September 30, 2015. This cost is expected to be recognized over a weighted average period of less than one year. |
Net Loss Attributable to Common
Net Loss Attributable to Common Stockholders per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Attributable to Common Stockholders per Common Share | 8. Net Loss Attributable to Common Stockholders per Common Share Basic net loss attributable to common stockholders per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Potentially dilutive securities consist of incremental shares issuable upon the assumed exercise of stock options, restricted stock units, and warrants using the treasury stock method, and employee withholdings to purchase common stock under the ESPP. Due to the net losses for the three and nine months ended September 30, 2015 and 2014, the Company had such potentially dilutive securities outstanding which were not included in the computation of diluted net loss per common share, as the effects would have been anti-dilutive. The following securities were outstanding for the periods presented below and have been excluded from the calculation of diluted net loss attributable to common stockholders per common share because the effect is anti-dilutive: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Warrants to purchase common stock (1) 43,782 217,491 87,738 416,667 Warrants to purchase redeemable convertible preferred stock (1) — 140,084 — 145,763 Redeemable convertible preferred stock (1) — — — 6,025,555 Stock option awards 6,344,941 6,535,002 6,287,716 6,228,882 Unvested RSU awards 629,432 — 428,260 — Employee stock purchase plan 66,157 84,751 69,102 35,622 Total weighted-average anti-dilutive securities 7,084,312 6,977,328 6,872,816 12,852,489 (1) Upon closing of the IPO on April 2, 2014, all of the Company's outstanding redeemable convertible preferred stock automatically converted into shares of common stock. In addition, the outstanding warrants to purchase redeemable convertible preferred stock automatically converted into warrants to purchase common stock, or were automatically exercised upon closing of the IPO. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company’s annual net tax provision is generally comprised of a deferred tax provision pertaining to basis differences in indefinite lived intangible assets that cannot be offset by current year deferred tax assets, as well as, to a much lesser extent, a current tax provision for federal, state, local and foreign taxes. For each of the quarters ended March 31, 2015 and June 30, 2015, a tax benefit was recorded based on pre-tax losses in such quarters and an estimate of the Company’s annual effective tax rate (“AETR”), adjusted for discrete items arising in the quarter. During the three months ended September 30, 2015, the Company has determined its annual results are expected to be at or near breakeven for the year, which results in the Company being unable to make a reliable estimate of its annual effective tax rate. Accordingly, the determined actual effective tax rate for the year-to-date period is the best estimate of the annual effective tax rate, which primarily consists of ratable income taxes it expects for the year ending December 31, 2015. Based on this, the Company recorded an income tax provision of $7,262 and $810 for the three and nine months ended September 30, 2015, respectively. The income tax provision of $810 primarily consists of a deferred and current tax provision offset by a one-time tax benefit of $601 related to the release of a valuation allowance from finalizing the purchase price valuation of a November 2014 acquisition. The Company’s deferred tax assets relate primarily to net operating loss (“NOL”) carryforwards and to a smaller extent stock based compensation and other items. The Company has provided a valuation allowance against deferred tax assets to the extent the Company has determined that it is more likely than not that such net deferred tax assets will not be realizable. In determining realizability, the Company considered various factors including historical profitability and reversing temporary differences, exclusive of indefinite-lived intangibles. The Company’s deferred tax liabilities arose primarily from basis differences in indefinite-lived intangible assets that cannot be offset by current year deferred tax assets. At December 31, 2014, the Company had approximately $107,000 of NOL carryforwards available to offset future taxable income, which expire from 2020 through 2033. The full utilization of these losses in the future is dependent upon the Company’s ability to generate taxable income and may also be limited due to ownership changes, as defined under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company’s NOL carryforwards at December 31, 2014 included $7,433 of income tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting, which will be reflected as a credit to additional paid-in capital as realized. The Company is subject to taxation in the U.S. and various federal, state, local and foreign jurisdictions. The Company is not subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for years prior to 2010. However, to the extent U.S. federal and state NOL carryforwards are utilized, the use of NOLs could be subject to examination by the tax authorities. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on assessment of many factors, including past experience and interpretations of tax law. The Company regularly assesses the adequacy of its income tax contingencies in accordance with ASC 740. As a result, the Company may adjust its income tax contingency liabilities for the impact of new facts and developments, such as changes in interpretations of relevant tax law and assessments from taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies The Company is subject to certain claims that have arisen in the ordinary conduct of business. Based on the advice of counsel and an assessment of the nature and status of any potential claim, and taking into account any accruals the Company may have established for them, the Company currently believes that any liabilities ultimately resulting from such claims will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events The Company has completed an evaluation of all subsequent events through the issuance date of these financial statements and concluded that no subsequent events occurred that required recognition in the consolidated financial statements or disclosure in these related notes thereto. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. The results of operations for companies acquired are included in the consolidated financial statements from the effective date of the acquisition. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the audited consolidated financial statements for the year ended December 31, 2014 and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other future periods, due to seasonality and other business factors. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2014, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2015. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience, current business factors and other available information. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition and deferred revenue, allowance for doubtful accounts, internal software development costs and website development costs, valuation of long-lived assets, goodwill and other intangible assets, income taxes and stock-based compensation. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the September 30, 2015 presentation. |
Initial Public Offering | Initial Public Offering On April 2, 2014, the Company closed its initial public offering of common stock (“IPO”). The IPO, including the additional shares issued and sold on April 30, 2014 pursuant to the underwriters’ exercise of their over-allotment option, resulted in net proceeds of $70,622, after deducting underwriting discounts and commissions and offering costs borne by the Company totaling $8,848. As a result of the IPO, the Company issued and sold 5,676,414 shares of common stock at a public offering price of $14.00 per share, and all of the Company’s redeemable convertible preferred stock outstanding automatically converted into an aggregate of 18,457,235 shares of common stock, including 577,055 additional shares of common stock related to the Series G redeemable convertible preferred stock ratchet provision. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company generates its revenue primarily through advertising and sponsorships, and premium services, including subscriptions and licensing fees. Advertising revenue is recognized in the period in which the advertisement is delivered. Revenue from sponsorships is recognized over the period the Company substantially satisfies its contractual obligations as required under the respective sponsorship agreements. When contractual arrangements contain multiple elements, revenue is allocated to each element based on its relative fair value determined using prices charged when elements are sold separately. In instances where individual deliverables are not sold separately, or when third-party evidence is not available, fair value is determined based on management’s best estimate of selling price. Subscriptions are generally paid in advance on a monthly, quarterly or annual basis. Subscription revenue, after deducting refunds and charge-backs, is recognized on a straight-line basis ratably over the subscription periods. Licensing revenue is generally recognized over the life of the contract. Deferred revenue relates to: (i) subscription fees for which amounts have been collected but for which revenue has not been recognized, and (ii) advertising and sponsorship fees and licensing fees billed in advance of when the revenue is to be earned. |
Cost of Revenues | Cost of Revenues Cost of revenues consists principally of the expenses associated with aggregating the total audience across the Company’s portfolio of websites, including (i) royalty expenses for licensing content for certain websites within the portfolio and for the portion of advertising revenue the Company pays to the owners of certain other websites within the portfolio, and (ii) media costs associated with audience aggregation activities. Cost of revenues also includes physician honoraria fees, credit card fees and service charges associated with subscription fees for the Company’s premium services. Media costs consist primarily of fees paid to online publishers, internet search companies and other media channels for search engine and database marketing, and display and television advertising. These media activities are attributable to revenue-generating and audience aggregation events, designed to increase the audience to the websites the Company operates, increase the number of subscribers to premium services and grow the Company’s registered user base. |
Other Expense | Other Expense There were no charges reflected as other expense in the nine months ended September 30, 2015. In connection with the refinancing of its credit facilities in March 2014, the Company wrote-off unamortized deferred financing costs totaling $2,845 and incurred prepayment fees of $1,016, which, together with the mark-to-market adjustment on certain preferred stock warrants of $253, is reflected as other expense in the accompanying consolidated statements of operations for the nine months ended September 30, 2014. |
Comprehensive Income | Comprehensive Income The Company has no items of other comprehensive income, and accordingly net income (loss) is equal to comprehensive income (loss) for all periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Due to their short-term maturities, the carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses, approximate fair value. Cash equivalents principally consist of the Company’s investment in highly liquid money market funds. The fair value of these investment funds is based on quoted market prices, which are Level 1 inputs, pursuant to the fair value accounting standard, which establishes a framework for measuring fair value and requires disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value of the Company’s debt approximates the recorded amounts as the interest rates on the credit facilities are based on market interest rates. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the improvement. The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the application development phase, consisting principally of payroll and related benefits, are capitalized. Upon completion, the capitalized costs are amortized using the straight-line method over their estimated useful lives, which is generally three years. The Company also incurs costs to develop its websites and mobile applications. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the application development phase, consisting principally of third-party consultants and related charges, and the costs of content determined to provide a future economic benefit, are capitalized. Upon completion, the capitalized costs are amortized using the straight-line method over their estimated useful lives, which is generally three years. The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. During the three and nine months ended September 30, 2015, an impairment charge of $1,416 was recorded related to certain software development projects which the Company has decided not to move forward with. The $1,416 charge is included in product development expense in the accompanying consolidated statements of operations. There were no indicators of impairment of the Company’s property and equipment during the nine months ended September 30, 2014. |
Segment Information | Segment Information The Company and its subsidiaries are organized in a single operating segment, providing online health solutions, and the Company also has one reportable segment. Substantially all of the Company’s revenues are derived from U.S. sources. |
Recent Accounting Standards | Recent Accounting Standards In April 2014, the Financial Accounting Standards Board (“FASB”) issued amended guidance for reporting discontinued operations. Under the new guidance, only disposals that represent a strategic shift having a material impact on an entity’s operations and financial results shall be reported as discontinued operations, with expanded disclosures. This amendment will be effective for the first annual reporting period beginning after December 15, 2015. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. In May 2014, the FASB issued amended guidance for revenue recognition. This amendment provides a comprehensive new revenue recognition model. The core principle of the guidance is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. This amendment was originally to be effective for annual and interim periods beginning after December 15, 2016. In August 2015, the FASB approved a one year deferral of the effective date to December 15, 2017 and early adoption is permitted, but not before the original effective date of December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method and is currently evaluating the effect that the new standard will have on the consolidated financial statements and related disclosures. In June 2014, the FASB issued updated guidance on stock compensation accounting requiring that a performance target that affects vesting and could be achieved after the requisite service period should be treated as a performance condition. Current GAAP does not contain explicit guidance on how to account for such share-based payments. This updated guidance is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. In April 2015, the FASB issued updated guidance on the presentation of debt issuance costs in financial statements. The new guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. This guidance will be effective for the Company beginning in the first quarter of 2016 on a retrospective basis for all periods presented, with early adoption optional. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. In September 2015, the FASB issued updated guidance on business combinations accounting requiring the acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Previously, such adjustments were required to be retrospectively recorded in prior period financial information. The amended guidance will be effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The standard is to be applied prospectively, with early adoption permitted. The Company does not expect the impact of the adoption of this guidance to be material to the consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Tea Leaves | |
Acquisitions (Tables) [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Cash and cash equivalents $ 296 Accounts receivable 778 Other current assets 19 Property and equipment 3,404 Intangible assets 3,410 Goodwill 23,514 Deferred revenue (535 ) Accounts payable and accrued expenses (993 ) Total consideration $ 29,893 |
Cambridge | |
Acquisitions (Tables) [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Accounts receivable $ 4,406 Other current assets 137 Property and equipment 783 Intangible assets 14,280 Goodwill 15,442 Accounts payable and accrued expenses (2,659 ) Deferred revenue (197 ) Other current liabilities (53 ) Total consideration $ 32,139 |
Estimate of Fair Value Measurement | |
Acquisitions (Tables) [Line Items] | |
Business Acquisition, Pro Forma Information | Unaudited Pro Forma Results Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenue $ 54,314 $ 46,655 $ 154,560 $ 132,694 Income (loss) from operations before provision for income taxes $ (5,456 ) $ 747 $ (17,580 ) $ (6,899 ) |
Goodwill and Other Intangible21
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | September 30, 2015 December 31, 2014 Gross carrying amount Accumulated amortization Net carrying amount Weighted- average remaining useful life (1) Gross carrying amount Accumulated amortization Net carrying amount Weighted- average remaining useful life (1) Customer relationships $ 40,090 $ (13,463 ) $ 26,627 9.2 $ 27,300 $ (11,247 ) $ 16,053 9.5 Trade names 24,985 (6,359 ) 18,626 6.6 18,615 (4,370 ) 14,245 6.5 Other intangibles 3,900 (3,900 ) — 0.0 3,900 (3,482 ) 418 0.7 Total $ 68,975 $ (23,722 ) $ 45,253 $ 49,815 $ (19,099 ) $ 30,716 (1) The calculation of the weighted-average remaining useful life is based on weighting the net book value of each asset in its group, and applying the weight to its respective remaining amortization period. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Year ending December 31: 2015 (October 1st to December 31st) $ 1,507 2016 6,071 2017 6,063 2018 5,755 2019 5,574 Thereafter 20,283 Total $ 45,253 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of options Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2014 5,893,698 $ 9.94 6.48 $ 29,249 Granted 929,265 12.09 Exercised (268,273 ) 7.35 Cancelled (274,474 ) 12.47 Outstanding at September 30, 2015 6,280,216 $ 10.27 5.57 $ 5,734 Exercisable at September 30, 2015 4,141,403 $ 8.89 4.29 $ 5,505 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 2015 2014 Volatility 43.40 % 49.42 % Expected life (years) 6.25 6.25 Risk-free interest rate 1.73 % 1.92 % Dividend yield — — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Number of RSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2014 — $ - Granted (1) 691,538 12.01 Vested (1,923 ) 11.99 Cancelled (24,397 ) 11.99 Outstanding at September 30, 2015 665,218 $ 12.01 (1) RSUs granted during the nine months ended September 30, 2015 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. |
Net Loss Attributable to Comm23
Net Loss Attributable to Common Stockholders per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Warrants to purchase common stock (1) 43,782 217,491 87,738 416,667 Warrants to purchase redeemable convertible preferred stock (1) — 140,084 — 145,763 Redeemable convertible preferred stock (1) — — — 6,025,555 Stock option awards 6,344,941 6,535,002 6,287,716 6,228,882 Unvested RSU awards 629,432 — 428,260 — Employee stock purchase plan 66,157 84,751 69,102 35,622 Total weighted-average anti-dilutive securities 7,084,312 6,977,328 6,872,816 12,852,489 (1) Upon closing of the IPO on April 2, 2014, all of the Company's outstanding redeemable convertible preferred stock automatically converted into shares of common stock. In addition, the outstanding warrants to purchase redeemable convertible preferred stock automatically converted into warrants to purchase common stock, or were automatically exercised upon closing of the IPO. |
Significant Accounting Polici24
Significant Accounting Policies (Detail Textuals) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($)Segment | |
Significant Accounting Policies (Details) [Line Items] | ||||
Debtor reorganization items, write-off of deferred financing costs and debt discounts | $ 2,845 | |||
Debt prepayment fees | 1,016 | |||
Capital units, adjustment for market changes | $ 253 | |||
Asset impairment charge | $ 1,416 | |||
Number of reportable segments | Segment | 1 | |||
IPO | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Proceeds from issuance initial public offering | $ 70,622 | |||
Payments for underwriting expense | $ 8,848 | |||
Common stock, no par value | $ / shares | $ 14 | |||
IPO | Common Stock | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Stock issued during the period | shares | 5,676,414 | |||
Convertible preferred stock, shares issued upon conversion | shares | 18,457,235 | |||
IPO | Series G redeemable convertible preferred stock | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Convertible preferred stock, shares issued upon conversion | shares | 577,055 | |||
Software development | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Property, plant and equipment, estimated useful lives | three | |||
Asset impairment charge | $ 1,416 | $ 1,416 | ||
Websites and mobile applications | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Property, plant and equipment, estimated useful lives | three | |||
Minimum | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Property, plant and equipment, estimated useful lives | three | |||
Maximum | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Property, plant and equipment, estimated useful lives | five |
Acquisitions - Preliminary allo
Acquisitions - Preliminary allocation of the assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Aug. 06, 2015 | Mar. 20, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Acquisitions (Details) - Preliminary allocation of the assets acquired and liabilities assumed [Line Items] | ||||||
Cash and cash equivalents | $ 35,050 | $ 50,729 | $ 57,181 | $ 16,242 | ||
Property and equipment | 28,104 | 25,502 | ||||
Intangible assets | 45,253 | 30,716 | ||||
Goodwill | 165,537 | 127,115 | ||||
Accounts payable and accrued expenses | (32,153) | (31,722) | ||||
Other current liabilities | $ (13,669) | $ (965) | ||||
Tea Leaves | ||||||
Acquisitions (Details) - Preliminary allocation of the assets acquired and liabilities assumed [Line Items] | ||||||
Cash and cash equivalents | $ 296 | |||||
Accounts receivable | 778 | |||||
Other current assets | 19 | |||||
Property and equipment | 3,404 | |||||
Intangible assets | 3,410 | |||||
Goodwill | 23,514 | |||||
Accounts payable and accrued expenses | (993) | |||||
Deferred revenue | (535) | |||||
Total consideration | $ 29,893 | |||||
Cambridge | ||||||
Acquisitions (Details) - Preliminary allocation of the assets acquired and liabilities assumed [Line Items] | ||||||
Accounts receivable | $ 4,406 | |||||
Other current assets | 137 | |||||
Property and equipment | 783 | |||||
Intangible assets | 14,280 | |||||
Goodwill | 15,442 | |||||
Accounts payable and accrued expenses | (2,659) | |||||
Deferred revenue | (197) | |||||
Other current liabilities | (53) | |||||
Total consideration | $ 32,139 |
Acquisitions - Pro forma consol
Acquisitions - Pro forma consolidated net sales and income from continuing operations (Details 1) - Pro Forma - Cambridge - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Acquisitions (Details) - Pro forma consolidated net sales and income from continuing operations [Line Items] | ||||
Revenue | $ 54,314 | $ 46,655 | $ 154,560 | $ 132,694 |
Income (loss) from operations before provision for income taxes | $ (5,456) | $ 747 | $ (17,580) | $ (6,899) |
Acquisitions (Detail Textuals)
Acquisitions (Detail Textuals) - USD ($) $ in Thousands | Aug. 06, 2015 | May. 31, 2015 | Mar. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 |
Acquisitions (Details) [Line Items] | ||||||||
Payments to acquire business | $ 47,316 | |||||||
Issuance of common stock for acquired business | 3,893 | $ 919 | ||||||
Due to sellers of acquired business | 11,000 | |||||||
Revenues | $ 54,314 | $ 42,324 | 150,293 | 121,276 | ||||
Pretax income | $ (5,456) | $ 215 | $ (18,282) | $ (7,501) | ||||
Tea Leaves | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | 100.00% | ||||||
Name of acquired entity | Tea Leaves Health, LLC | |||||||
Business Combination, Consideration Transferred | $ 29,893 | |||||||
Tea Leaves | Closing | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Payments to acquire business | $ 15,000 | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 327,784 | |||||||
Issuance of common stock for acquired business | $ 3,893 | |||||||
Due to sellers of acquired business | 11,000 | |||||||
Tea Leaves | Closing | Former Member | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Contingent earn-out provisions, eligibility | $ 20,000 | |||||||
Description of earnout will be paid | 50% in cash and 50% in shares of the Company's common stock | |||||||
Cambridge | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Name of acquired entity | Cambridge BioMarketing Group, LLC | |||||||
Total purchase price | $ 32,273 | |||||||
Business Combination, Consideration Transferred | 32,139 | |||||||
Working Capital Adjustment | 134 | |||||||
Contingent earn-out provisions, eligibility | $ 5,000 | |||||||
Contingent earn out provisions expense incurred | $ 1,360 | 3,630 | ||||||
Revenues | 6,574 | 12,618 | ||||||
Pretax income | 2,164 | 4,151 | ||||||
Acquisition-related costs | $ 0 | $ 186 | ||||||
Cambridge | Closing | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Payments to acquire business | $ 24,273 | |||||||
Cambridge | Remainder | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Due to sellers of acquired business | $ 8,000 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets - Schedule of definite-lived intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 68,975 | $ 49,815 | |
Accumulated amortization | (23,722) | (19,099) | |
Net carrying amount | 45,253 | 30,716 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 40,090 | 27,300 | |
Accumulated amortization | (13,463) | (11,247) | |
Net carrying amount | $ 26,627 | $ 16,053 | |
Weighted- average remaining useful life | [1] | 9 years 2 months 12 days | 9 years 6 months |
Trade Names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 24,985 | $ 18,615 | |
Accumulated amortization | (6,359) | (4,370) | |
Net carrying amount | $ 18,626 | $ 14,245 | |
Weighted- average remaining useful life | [1] | 6 years 7 months 6 days | 6 years 6 months |
Other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 3,900 | $ 3,900 | |
Accumulated amortization | $ (3,900) | (3,482) | |
Net carrying amount | $ 418 | ||
Weighted- average remaining useful life | [1] | 8 months 12 days | |
[1] | The calculation of the weighted-average remaining useful life is based on weighting the net book value of each asset in its group, and applying the weight to its respective remaining amortization period. |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets - Schedule of future amortization expense of intangible assets (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of future amortization expense of intangible assets [Abstract] | ||
2015 (October 1st to December 31st) | $ 1,507 | |
2,016 | 6,071 | |
2,017 | 6,063 | |
2,018 | 5,755 | |
2,019 | 5,574 | |
Thereafter | 20,283 | |
Total | $ 45,253 | $ 30,716 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 06, 2015 | Mar. 20, 2015 | Dec. 31, 2014 | |
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Goodwill | $ 165,537 | $ 165,537 | $ 127,115 | ||||
Finite lived intangible assets net | 45,253 | 45,253 | 30,716 | ||||
Amortization of intangible assets | 1,695 | $ 545 | 4,623 | $ 1,636 | |||
Cambridge | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Goodwill | $ 15,442 | ||||||
Tea Leaves | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Goodwill | $ 23,514 | ||||||
Cambridge And Tea Leaves | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Goodwill, Period Increase (Decrease) | 38,956 | ||||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | 17,690 | ||||||
DD | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Goodwill, Period Increase (Decrease) | (534) | ||||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | 1,470 | ||||||
Customer Relationships | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Finite lived intangible assets net | 26,627 | 26,627 | 16,053 | ||||
Customer Relationships | Cambridge | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Finite lived intangible assets net | 8,810 | $ 8,810 | |||||
Finite lived intangible asset, useful life | 10 years | ||||||
Customer Relationships | Tea Leaves | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Finite lived intangible assets net | 2,510 | $ 2,510 | |||||
Finite lived intangible asset, useful life | 10 years | ||||||
Trade Names | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Finite lived intangible assets net | 18,626 | $ 18,626 | $ 14,245 | ||||
Trade Names | Cambridge | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Finite lived intangible assets net | 5,470 | $ 5,470 | |||||
Finite lived intangible asset, useful life | 10 years | ||||||
Trade Names | Tea Leaves | |||||||
Goodwill and Other Intangible Assets (Details) [Line Items] | |||||||
Finite lived intangible assets net | $ 900 | $ 900 | |||||
Finite lived intangible asset, useful life | 3 years |
Long-Term Debt (Detail Textuals
Long-Term Debt (Detail Textuals) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Nov. 01, 2014 | Mar. 31, 2014 | |
Long-Term Debt (Details) [Line Items] | ||||||||
Credit Facility Rate Description | The interest rate on the Credit Facility is equal to the London Inter-Bank Offered Rate, or LIBOR, plus a variable rate ranging from 2.75% to 4.0% depending on the Company's consolidated leverage ratio, as defined in the Credit Facility agreement, and there is a 0.50% commitment fee on the unused portion of the Revolver. | |||||||
Payments of Financing Costs | $ 735 | $ 2,234 | $ 2,899 | |||||
Revolving Credit Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 82,250 | $ 35,000 | ||||||
Remaining revolver borrowing capacity | 37,250 | |||||||
Credit Facility, Outstanding Balance | $ 45,000 | |||||||
Credit Facility Rate Monthly | 0.50% | |||||||
Term Loan Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Credit Facility Maximum Borrowing Capacity | $ 40,000 | |||||||
Credit Facility, Outstanding Balance | $ 66,903 | $ 67,750 | $ 59,250 | |||||
Credit Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Credit Facility Rate Monthly | 4.28% | |||||||
DD | Revolving Credit Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 55,000 | |||||||
DD | Term Loan Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Credit Facility, Outstanding Balance | $ 60,000 | $ 39,000 | ||||||
Minimum | Credit Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Credit Facility Rate Monthly | 2.75% | |||||||
Maximum | Credit Facility | ||||||||
Long-Term Debt (Details) [Line Items] | ||||||||
Credit Facility Rate Monthly | 4.00% |
Common Stock and Preferred St32
Common Stock and Preferred Stock (Detail Textuals) - shares | 3 Months Ended | |||
Mar. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Stockholders' Equity, Reverse Stock Split | In March 2014, the Company's Board of Directors and stockholders approved an amendment to the Company's amended and restated certificate of incorporation effecting a 1-for-1.5 reverse stock split of the Company's issued and outstanding shares of common stock. The par value of the common stock was not adjusted as a result of the reverse stock split. All issued and outstanding common stock and per share amounts contained in the Company's consolidated financial statements and related notes thereto have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effected on March 14, 2014. | |||
Common Stock, Shares Authorized | 90,000,000 | 90,000,000 | 90,000,000 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock option activity (Details) - Stock Option Activity - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||
Number of options | 6,280,216 | 5,893,698 |
Weighted-average exercise price | $ 10.27 | $ 9.94 |
Options outstanding, weighted-average remaining contractual life (years) | 5 years 6 months 26 days | 6 years 5 months 23 days |
Aggregate intrinsic value | $ 5,734 | $ 29,249 |
Exercisable at September 30, 2015 | 4,141,403 | |
Exercisable at September 30, 2015 | $ 8.89 | |
Options exercisable, weighted-average remaining contractual life (years) | 4 years 3 months 15 days | |
Exercisable, Aggregate intrinsic value | $ 5,505 | |
Granted | 929,265 | |
Granted | $ 12.09 | |
Exercised | (268,273) | |
Exercised | $ 7.35 | |
Cancelled | (274,474) | |
Cancelled | $ 12.47 |
Stock-Based Compensation - Sc34
Stock-Based Compensation - Schedule of weighted-average assumptions (Details 1) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of weighted-average assumptions [Abstract] | ||
Volatility | 43.40% | 49.42% |
Expected life (years) | 6 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.73% | 1.92% |
Dividend yield |
Stock-Based Compensation - Sc35
Stock-Based Compensation - Schedule of restricted stock unit awards (Details 2) - Restricted Stock Units (RSUs) | 9 Months Ended | |
Sep. 30, 2015$ / sharesshares | ||
Stock-Based Compensation (Details) - Schedule of restricted stock unit awards [Line Items] | ||
Outstanding, Number of RSUs | shares | ||
Outstanding, Weighted Average Grant Date Fair Value | ||
Granted | shares | 691,538 | [1] |
Granted | $ 12.01 | [1] |
Vested | shares | (1,923) | |
Vested | $ 11.99 | |
Cancelled | shares | (24,397) | |
Cancelled | $ 11.99 | |
Outstanding, Number of RSUs | shares | 665,218 | |
Outstanding, Weighted Average Grant Date Fair Value | $ 12.01 | |
[1] | RSUs granted during the nine months ended September 30, 2015 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Apr. 30, 2014 | Mar. 27, 2014 | ||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Proceeds from the exercise of stock options | $ 112 | $ 745 | $ 1,881 | $ 2,896 | ||||
Intrinsic value of the options exercised | 112 | 1,129 | $ 1,388 | $ 4,354 | ||||
Grants in period, weighted average grant date fair value (in Dollars per share) | $ 5.36 | $ 7.73 | ||||||
Stock-based compensation expense | 1,471 | 2,331 | $ 4,940 | $ 5,942 | ||||
Unrecognized compensation expense related to unvested stock options | $ 5,381 | $ 5,381 | ||||||
Recognized over a weighted-average period | 1 year 3 months 26 days | |||||||
Fair value of stock options vested | $ 5,183 | 2,800 | ||||||
Common Stock, Shares Authorized (in Shares) | 90,000,000 | 90,000,000 | 90,000,000 | 90,000,000 | ||||
2014 Plan | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in Shares) | 285,753 | 285,753 | ||||||
Common stock, number of shares reserved for issuance, description | The number of shares of common stock reserved for issuance under the 2014 Plan is subject to an automatic increase on January 1 of each year through January 1, 2024, by the lesser of (a) 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year and (b) a number of shares determined by the Board of Directors. | |||||||
Employee Stock | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in Shares) | 567,403 | 567,403 | ||||||
Common stock, number of shares reserved for issuance, description | The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each calendar year from January 1, 2015 through January 1, 2024 by the least of (a) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, (b) 400,000 shares and (c) a number determined by the Board of Directors that is less than (a) and (b). | |||||||
Stock-based compensation expense | $ 158 | $ 399 | $ 409 | $ 806 | ||||
Unrecognized compensation expense | $ 207 | $ 207 | ||||||
Common Stock, Shares Authorized (in Shares) | 500,000 | |||||||
Common stock, purchase for participating employee price, description | Unless otherwise determined by the Board of Directors, common stock will be purchased for participating employees at a price per share equal to the lower of (a) 85% of the fair market value of a share of the common stock on the first date of an offering, or (b) 85% of the fair market value of a share of the common stock on the date of purchase. | |||||||
Contribution percentage | 15.00% | |||||||
Stock issued during period, shares, employee stock purchase plans (in Shares) | 109,304 | |||||||
Employee stock purchase plan purchase price (in Dollars per share) | $ 10.51 | $ 10.51 | ||||||
Performance RSU | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Equity instruments other than options, grants in period (in Shares) | 40,000 | |||||||
Restricted Stock Units (RSUs) | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Recognized over a weighted-average period | 1 year 2 months 27 days | |||||||
Equity instruments other than options, grants in period (in Shares) | [1] | 691,538 | ||||||
Restricted Stock or Unit Expense | $ 1,343 | $ 2,867 | ||||||
Unrecognized compensation expense | $ 4,611 | $ 4,611 | ||||||
[1] | RSUs granted during the nine months ended September 30, 2015 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. |
Net Loss Attributable to Comm37
Net Loss Attributable to Common Stockholders per Common Share - Securities excluded from calculations of diluted net loss per common share (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 7,084,312 | 6,977,328 | 6,872,816 | 12,852,489 | |
Common Stock Warrant | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | [1] | 43,782 | 217,491 | 87,738 | 416,667 |
Preferred Stock Warrant | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | [1] | 140,084 | 145,763 | ||
Convertible Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | [1] | 6,025,555 | |||
Options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 6,344,941 | 6,535,002 | 6,287,716 | 6,228,882 | |
Restricted Stock Units (RSUs) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 629,432 | 428,260 | |||
Employee Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities | 66,157 | 84,751 | 69,102 | 35,622 | |
[1] | Upon closing of the IPO on April 2, 2014, all of the Company's outstanding redeemable convertible preferred stock automatically converted into shares of common stock. In addition, the outstanding warrants to purchase redeemable convertible preferred stock automatically converted into warrants to purchase common stock, or were automatically exercised upon closing of the IPO. |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Taxes (Details) [Line Items] | |||||
Income Tax Expense (Benefit) | $ 7,262 | $ 365 | $ 810 | $ 1,003 | |
Operating loss carryforwards | $ 107,000 | ||||
DD | |||||
Income Taxes (Details) [Line Items] | |||||
Income Tax Expense (Benefit) | $ 601 | ||||
Deferred Compensation, Share-based Payments | |||||
Income Taxes (Details) [Line Items] | |||||
Operating loss carryforwards | $ 7,433 |