Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 03, 2016 | |
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 | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,437,337 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 29,796 | $ 30,097 |
Accounts receivable, net of allowance for doubtful accounts of $661 and $909 as of June 30, 2016 and December 31, 2015, respectively | 64,745 | 90,356 |
Prepaid expenses and other current assets | 6,408 | 4,662 |
Total current assets | 100,949 | 125,115 |
Property and equipment, net | 33,140 | 28,565 |
Goodwill | 165,099 | 165,271 |
Intangible assets, net | 41,316 | 43,746 |
Other assets | 4,574 | 5,013 |
Total assets | 345,078 | 367,710 |
Current liabilities: | ||
Accounts payable and accrued expenses | 42,673 | 38,563 |
Deferred revenue | 9,560 | 8,655 |
Current portion of long-term debt | 6,775 | 6,775 |
Other current liabilities | 792 | 11,890 |
Total current liabilities | 59,800 | 65,883 |
Long-term debt, net of deferred financing costs | 109,468 | 102,393 |
Deferred tax liabilities | 8,578 | 7,570 |
Other long-term liabilities | 4,973 | 11,595 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value: 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.01 par value: 90,000,000 shares authorized at June 30, 2016 and December 31, 2015; 33,417,341 and 32,707,606 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 334 | 327 |
Treasury stock | (55) | (55) |
Additional paid-in capital | 317,766 | 310,727 |
Accumulated deficit | (155,786) | (130,730) |
Total stockholders' equity | 162,259 | 180,269 |
Total liabilities and stockholders' equity | $ 345,078 | $ 367,710 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in Dollars) | $ 661 | $ 909 |
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 | 33,417,341 | 32,707,606 |
Common stock, shares outstanding | 33,417,341 | 32,707,606 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Advertising and sponsorship revenues | $ 53,530 | $ 50,225 | $ 104,806 | $ 86,563 |
Premium services revenues | 4,123 | 4,580 | 8,025 | 9,416 |
Total revenues | 57,653 | 54,805 | 112,831 | 95,979 |
Operating expenses: | ||||
Cost of revenues | 16,726 | 13,926 | 35,792 | 28,002 |
Sales and marketing | 20,399 | 21,041 | 41,469 | 33,766 |
Product development | 14,734 | 12,187 | 30,910 | 24,789 |
General and administrative | 12,548 | 10,065 | 25,198 | 19,869 |
Total operating expenses | 64,407 | 57,219 | 133,369 | 106,426 |
Loss from operations | (6,754) | (2,414) | (20,538) | (10,447) |
Interest expense, net | (1,569) | (1,426) | (3,270) | (2,379) |
Loss from operations before (provision) benefit for income taxes | (8,323) | (3,840) | (23,808) | (12,826) |
(Provision) benefit for income taxes | (628) | 5,534 | (1,248) | 6,452 |
Net income (loss) | $ (8,951) | $ 1,694 | $ (25,056) | $ (6,374) |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ (0.27) | $ 0.05 | $ (0.76) | $ (0.20) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 33,286,388 | 31,755,107 | 33,046,613 | 31,640,967 |
Diluted (in shares) | 33,286,388 | 33,373,407 | 33,046,613 | 31,640,967 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2015 | $ 327 | $ (55) | $ 310,727 | $ (130,730) | $ 180,269 |
Balance (in Shares) at Dec. 31, 2015 | 32,707,606 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options | 104 | 104 | |||
Exercise of stock options (in shares) | 19,548 | ||||
Common stock issued for settlement of restricted stock units, net of 338,043 shares withheld to satisfy income tax withholding obligations | $ 5 | (1,875) | (1,870) | ||
Common stock issued for settlement of restricted stock units, net of 338,043 shares withheld to satisfy income tax withholding obligations (in shares) | 513,595 | ||||
Issuance of common stock in connection with employee stock purchase plan | $ 2 | 901 | 903 | ||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 176,592 | ||||
Stock-based compensation expense | 7,835 | 7,835 | |||
Excess tax benefit on stock-based awards | 74 | 74 | |||
Net loss | (25,056) | (25,056) | |||
Balance at Jun. 30, 2016 | $ 334 | $ (55) | $ 317,766 | $ (155,786) | $ 162,259 |
Balance (in Shares) at Jun. 30, 2016 | 33,417,341 |
Consolidated Statement of Stoc6
Consolidated Statement of Stockholders' Equity (Parentheticals) | 6 Months Ended |
Jun. 30, 2016shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares withheld to satisfy income tax withholding obligations | 338,043 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (25,056) | $ (6,374) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 11,149 | 9,871 |
Stock-based compensation | 7,835 | 5,244 |
Amortization of deferred financing costs | 311 | 251 |
Provision (benefit) for deferred income taxes | 1,009 | (120) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 25,611 | 10,590 |
Prepaid expenses and other current assets | (1,746) | (9,387) |
Accounts payable and accrued expenses | (2,155) | (4,735) |
Deferred revenue | 905 | 4,780 |
Other current liabilities | (6) | 63 |
Other long-term liabilities | (77) | 1,531 |
Net cash provided by operating activities | 17,780 | 11,714 |
Cash flows from investing activities | ||
Additions to property and equipment, net | (11,341) | (6,572) |
Payment for businesses purchased, net of cash acquired | (11,078) | (32,747) |
Purchase of intangible assets | (652) | |
Payment of security deposits and other assets | 440 | 84 |
Net cash used in investing activities | (22,631) | (39,235) |
Cash flows from financing activities | ||
Proceeds from the exercise of stock options | 104 | 1,769 |
Principal payments on capital lease obligations | (521) | (361) |
Payments of credit facility financing costs | (355) | (722) |
Tax withholdings related to net share settlements of RSUs | (1,870) | (10) |
Excess tax benefit on stock-based awards | 74 | |
Net cash provided by financing activities | 4,550 | 23,426 |
Net decrease in cash and cash equivalents | (301) | (4,095) |
Cash and cash equivalents, beginning of period | 30,097 | 50,729 |
Cash and cash equivalents, end of period | 29,796 | 46,634 |
Supplemental disclosure of cash flow information | ||
Interest paid | 2,834 | 1,271 |
Income taxes paid | 270 | 150 |
Revolving Credit Facility | ||
Cash flows from financing activities | ||
Borrowings | 15,000 | 25,000 |
Repayments of principal | (10,000) | |
Term Loan Facility | ||
Cash flows from financing activities | ||
Borrowings | 8,500 | |
Repayments of principal | $ (7,882) | $ (750) |
Business
Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 1. Business Everyday Health, Inc. (the “Company”) operates a leading digital marketing and communications platform for healthcare marketers seeking to engage and influence consumers and healthcare professionals. 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 | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 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 June 30, 2016 and 2015. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 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, 2015, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2016. 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, certain accrued liabilities, income taxes and stock-based compensation. Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the June 30, 2016 presentation. Revenue Recognition and Deferred Revenue The Company generates its revenue from (i) advertising and sponsorships and (ii) premium services, including consumer subscriptions, SaaS-based licensing fees and other licensing fees. Advertising revenue is recognized in the period in which the advertisement is delivered. Revenue from sponsorships, which includes time and materials based creative services, 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. SaaS and other licensing revenue is generally recognized on a straight-line basis ratably 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 websites, including (i) royalty expenses for licensing content for certain websites and for the portion of advertising revenue the Company pays to the owners of certain other websites, and (ii) media costs associated with audience aggregation activities. Cost of revenues also includes market research incentives, direct mail marketing and fulfillment costs, data fees for our SaaS-based platform, as well as out-of-pocket costs related to creative services and costs associated with subscription fees for premium services, ad serving and other expenses. 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 advertising. These media activities are attributable to revenue-generating and audience aggregation events, designed to increase the audience to the websites the Company operates and grow the Company’s registered user base. Comprehensive Income (Loss) The Company has no items of other comprehensive income (loss), 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, accounts payable and accrued expenses, approximate fair value. Cash equivalents principally consist of the Company’s investment in U.S. Treasury securities and other 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. There were no indicators of impairment of the Company’s property and equipment during the six months ended June 30, 2016 and 2015. Segment Information The Company and its subsidiaries are organized in a single operating segment, providing digital health marketing and communications 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. The Company adopted this amended guidance as of January 1, 2016, noting no impact on the Company’s consolidated financial statements and related disclosures. In May 2014, the FASB issued an accounting standards update amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company is continuing to evaluate its method of adoption and the impact this accounting standard, and related amendments and interpretations, will have on the Company’s consolidated financial statements. 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. Historically GAAP did not contain explicit guidance on how to account for such share-based payments. The Company adopted this amended guidance as of January 1, 2016, noting no material impact on the Company’s consolidated financial statements and related disclosures. 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 debt issuance costs will continue to be reported as interest expense. The Company adopted the amendment retrospectively effective January 1, 2016. As a result of the retrospective adoption, the Company reclassified the unamortized deferred financing costs previously recorded in other assets, including $1,931 and $1,888 as of June 30, 2016 and December 31, 2015, respectively, to long-term debt in the Company’s consolidated balance sheets. The adoption of this guidance had no impact on the Company’s statements of operations. In April 2015, the FASB issued new authoritative accounting guidance on customer’s accounting for fees paid in a cloud computing arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The revised guidance was effective as of January 1, 2016 and is applied prospectively to all arrangements entered into or materially modified after the effective date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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 Company adopted this amended guidance as of January 1, 2016, noting no material impact on the Company’s consolidated financial statements and related disclosures. In November 2015, the FASB issued updated guidance on balance sheet classification of deferred taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted. The Company elected to early adopt this guidance on a retrospective basis beginning in the quarter ended December 31, 2015. In February 2016, the FASB issued updated guidance on leases which, for operating leases, requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. The Company is currently evaluating the effects of the adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures. In March 2016, the FASB issued amended guidance on the accounting for employee share-based payments which requires all excess tax benefits and tax deficiencies to be recognized in the income statement instead of as additional paid-in capital, with prospective application required. The guidance also changes the classification of such tax benefits or tax deficiencies on the consolidated statement of cash flows from a financing activity to an operating activity, with prospective application required. Additionally, the guidance changes the classification of employee taxes paid when an employer withholds shares for tax-withholding purposes on the consolidated statement of cash flows from an operating activity, previously included in the changes in accounts payable, to a financing activity, with retrospective application required. This amended guidance will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier adoption permitted. The Company is currently evaluating the effects of the adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Tea Leaves Health, LLC 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. As a result of $355 working capital and purchase price adjustments, the fair value of the total consideration amounts to $29,538. In February 2016, the Company entered into an amendment to the Membership Interest Purchase Agreement between the Company, Tea Leaves and the other parties thereto. The amendment effected certain modifications to the payment terms of the deferred portion of the guaranteed consideration and the terms of the potential earn-out payment. With respect to the deferred portion of the guaranteed consideration initially scheduled to be paid within six months of closing, the payment schedule was amended and $5,000 was paid in cash during the three months ended March 31, 2016 and the remaining $5,828 deferred purchase price and related interest was paid in cash during the three months ended June 30, 2016, satisfying the guaranteed portion of the purchase price obligations in full. 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 financial target as of December 31, 2016, which, if earned, will be paid in the first quarter of 2017. The February 2016 amendment permits the former members of Tea Leaves to promptly receive $5,000 of the total $20,000 earn-out if the specified financial target is achieved at any time prior to December 31, 2016, and such amount is not subject to forfeiture. If the $5,000 payment is made prior to December 31, 2016, the remaining $15,000 of the earn-out remains subject to achievement of the financial target as of December 31, 2016, and will be paid in the first quarter of 2017, if earned. If the $5,000 payment is not made as the financial target is not met during 2016, but is met as of December 31, 2016, the full $20,000 earn-out payment will be paid in the first quarter of 2017. The earn-out payment is contingent upon the continued employment with the Company of certain former members of Tea Leaves, and the Company records such earn-outs as compensation expense. The Company accrued $3,529 and $7,059 in compensation expense related to the earn-out during the three and six months ended June 30, 2016, respectively, which together with $5,882 accrued during 2015 is reflected in accounts payable and accrued expenses in the accompanying balance sheet as of June 30, 2016. Of the $7,059 earn-out accrued during 2016, $4,941 is included in product development expense, $1,412 is included in sales and marketing expense, and $706 is included in general and administrative expense in the accompanying consolidated statement of operations for the six months ended June 30, 2016. 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 based on the respective fair values. The results of operations of Tea Leaves have been included in the consolidated financial statements of the Company from August 6, 2015, the closing date of the acquisition. The following table summarizes the allocation of the assets acquired and liabilities assumed based on their fair values. The fair values presented 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 23,159 Deferred revenue (535 ) Accounts payable and accrued expenses (993 ) Total consideration paid $ 29,538 Goodwill recognized as a result of the Tea Leaves acquisition is primarily attributable to expected synergies from enabling the Company to offer an integrated suite of software and media solutions that will allow hospital systems to target both consumers and physicians. All of the goodwill is expected to be deductible for tax purposes. Cambridge BioMarketing Group, LLC 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 $216 working capital and other purchase price adjustments, the fair value of the total consideration amounts to $32,057. In addition to the purchase price described above, the former members of Cambridge were 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 was contingent upon the continued employment with the Company of certain former members of Cambridge at the time the earn-out payment was due. The Company records such earn-outs as compensation expense for the applicable periods, with all but $87 of the $5,000 having been accrued during 2015. During the three months ended March 31, 2016, the Company paid $5,000 in cash and recorded the remaining $87 expense related to this earn-out. 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 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 following table summarizes the allocation of the assets acquired and liabilities assumed based on their fair values. Accounts receivable $ 4,406 Other current assets 137 Property and equipment 783 Goodwill 15,360 Intangible assets 14,280 Accounts payable and accrued expenses (2,659 ) Deferred revenue (197 ) Other current liabilities (53 ) Total consideration paid $ 32,057 Goodwill recognized as a result of the Cambridge acquisition is primarily attributable to expected synergies from broadening the Company’s strategic marketing and communications solutions to pharmaceutical brands targeting orphan and rare diseases. All of the goodwill is expected to be deductible for tax purposes. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets During the six months ended June 30, 2016, goodwill decreased by $172 during the subsequent measurement period from purchase price adjustments related to the Tea Leaves acquisition (see Note 3). The carrying value of the Company’s goodwill was $165,099 as of June 30, 2016. 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, 2015. Similarly, the Company’s definite-lived intangible assets with a net carrying value of $41,316 at June 30, 2016, 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 six months ended June 30, 2016 and 2015. Definite-lived intangible assets consist of the following: June 30, 2016 December 31, 2015 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 $ (15,713 ) $ 24,377 8.5 $ 40,090 $ (14,206 ) $ 25,884 8.9 Trade names 24,985 (8,651 ) 16,334 6.0 24,985 (7,123 ) 17,862 6.4 Other intangibles 652 (47 ) 605 6.5 — — — — Total $ 65,727 $ (24,411 ) $ 41,316 $ 65,075 $ (21,329 ) $ 43,746 (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 $1,564 and $1,709 for the three months ended June 30, 2016 and 2015, respectively, and $3,082 and $2,928 for the six months ended June 30, 2016 and 2015, 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: 2016 (July 1st to December 31st) $ 3,082 2017 6,156 2018 5,848 2019 5,667 2020 5,645 Thereafter 14,918 Total $ 41,316 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [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 further 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. In August 2015, the Company entered into a third amendment to 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. In February 2016, the Company entered into a fourth amendment to the credit facility (as amended, the “Credit Facility”), which effected certain modifications to the financial covenants and terms set forth in the Credit Facility. 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. On an annual basis, a calculation is performed to determine excess cash flow, as defined in the Credit Facility agreement, which could result in a mandatory prepayment of excess cash flow in addition to the aforementioned scheduled Term Loan payments. In April 2016, the Company paid $4,494 as a mandatory prepayment of excess cash flow, treated as a reduction to the Term Loan principal balance. 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 June 30, 2016, the interest rate on the Credit Facility was 4.90%. As of June 30, 2016, there was $58,174 outstanding on the Term Loan and $60,000 outstanding on the Revolver, with $22,250 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 June 30, 2016. During the years ended December 31, 2015 and December 31, 2014, the Company incurred financing costs totaling $792 and $2,899, respectively. During the six months ended June 30, 2016, the Company incurred financing costs of $355 in connection with the February 2016 amendment to the Credit Facility. The long-term debt balances as of June 30, 2016 and December 31, 2015 in the accompanying balance sheets are presented net of unamortized deferred financing costs of $1,931 and $1,888, respectively. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Common Stock and Preferred Stock | 6. Common Stock and Preferred Stock As of June 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding. In April 2014, in connection with the closing of the Company’s initial public offering (“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 | 6 Months Ended |
Jun. 30, 2016 | |
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 in March 2014. Upon the effectiveness of the 2014 Plan, no additional equity 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 June 30, 2016, 302,273 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 six months ended June 30, 2016: Number of options Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2015 5,991,945 $ 10.21 5.30 $ 442 Granted 28,300 5.58 Exercised (19,548 ) 5.36 Cancelled (322,339 ) 13.93 Outstanding at June 30, 2016 5,678,358 $ 9.99 4.78 $ 2,805 Exercisable at June 30, 2016 4,483,876 $ 9.25 4.03 $ 2,732 Proceeds from the exercise of options and the total intrinsic value of the options exercised were $104 and $24, respectively, for the three months ended June 30, 2016, and $1,309 and $792, respectively, for the three months ended June 30, 2015. Proceeds from the exercise of options and the total intrinsic value of the options exercised were $104 and $24, respectively, for the six months ended June 30, 2016, and $1,769 and $1,276, respectively, for the six months ended June 30, 2015. The weighted-average fair value per share at date of grant for options granted was $2.25 and $5.48 for the six months ended June 30, 2016 and 2015, 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 six months ended June 30, 2016 and 2015: 2016 2015 Volatility 39.12 % 44.06 % Expected life (years) 6.25 6.25 Risk-free interest rate 1.48 % 1.73 % 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 $707 and $1,511 for the three months ended June 30, 2016 and 2015, respectively, and $1,172 and $3,469 for the six months ended June 30, 2016 and 2015, respectively. At June 30, 2016, there was approximately $2,048 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.07 years. The total fair value of stock options vested during the six months ended June 30, 2016 and 2015 was $2,286 and $3,668, 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 award-holder’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, or in certain instances over a shorter period, subject to continued employment on the applicable vesting dates. The following table summarizes the unvested RSU activity for the six months ended June 30, 2016: Number of Weighted Outstanding at December 31, 2015 548,840 $ 11.97 Granted (1) 2,129,276 5.50 Vested (851,638 ) 6.66 Cancelled (68,685 ) 11.42 Outstanding at June 30, 2016 1,757,793 $ 6.73 (1) RSUs granted during the six months ended June 30, 2016 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. The Company has adjusted stock-based compensation expense recognized to-date to reflect estimated performance related to these awards. The total grant-date fair value of RSUs vested during the three and six months ended June 30, 2016 was $708 and $4,739, respectively. The total grant-date fair value of RSUs vested during the three and six months ended June 30, 2015 was $26. The fair value of RSUs granted is recognized in expense over the vesting period using the graded attribution method. Total stock-based compensation expense related to RSUs was $1,930 and $1,261 for the three months ended June 30, 2016 and 2015, respectively, and $6,457 and $1,524 for the six months ended June 30, 2016 and 2015, respectively. At June 30, 2016, there was approximately $6,930 of unrecognized compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.36 years. 2014 Employee Stock Purchase Plan The ESPP, which became effective immediately upon the signing of the underwriting agreement related to the IPO in March 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 first offering period ended in May 2016. During the three and six months ended June 30, 2016, employees purchased 176,592 shares of common stock pursuant to the ESPP at a weighted-average exercise price of $5.11. As of June 30, 2016, 555,568 shares of common stock were reserved for future issuance under the ESPP. The second offering period commenced in May 2016, with the same terms as the first offering period. For the three months ended June 30, 2016 and 2015, charges incurred under the ESPP totaled $131 and $(20), respectively. For the six months ended June 30, 2016 and 2015, charges incurred under the ESPP totaled $206 and $251, respectively. There was $1,008 of total unrecognized compensation cost related to purchase rights under the ESPP as of June 30, 2016. This cost is expected to be recognized over a weighted average period of 1.08 years. |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | 8. Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period, adjusted to reflect potentially dilutive securities. 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 six months ended June 30, 2016 and six months ended June 30, 2015, 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 basic and diluted net income (loss) per common share is calculated as follows for the period presented: Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ (8,951 ) $ 1,694 $ (25,056 ) $ (6,374 ) Denominator: Weighted-average number of common shares outstanding for basic net income (loss) per common share 33,286,388 31,755,107 33,046,613 31,640,967 Dilutive securities: Stock option awards — 1,476,550 — — Restricted stock units — 97,232 — — Warrants to purchase common stock — 37,320 — — Employee stock purchase plan — 7,198 — — Total weighted-average diluted shares 33,286,388 33,373,407 33,046,613 31,640,967 Basic net income (loss) per common share $ (0.27 ) $ 0.05 $ (0.76 ) $ (0.20 ) Diluted net income (loss) per common share $ (0.27 ) $ 0.05 $ (0.76 ) $ (0.20 ) The Company has excluded its outstanding stock options, restricted stock units and warrants, as well as employee withholdings under the ESPP, from the calculation of diluted net income (loss) per common share during the periods in which such securities were anti-dilutive. The following table presents the total weighted-average number of such securities during the periods presented: Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Warrants to purchase common stock 43,782 — 43,782 110,080 Stock option awards 5,730,409 2,496,032 5,800,576 4,072,625 RSU awards 1,681,049 — 1,313,923 362,142 Employee stock purchase plan 368,851 — 300,734 50,444 Total weighted-average anti-dilutive securities 7,824,091 2,496,032 7,459,015 4,595,291 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company’s interim and annual 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 the three and six months ended June 30, 2016, the Company calculated its full year 2016 estimated income tax provision and recorded the pro-rated tax provision in the quarters, referred to herein as the discrete method. The Company concluded that it was within the exception under the interim tax accounting guidance, which requires the use of the estimated Annual Effective Tax Rate (“AETR”) method, because the Company’s full year forecast of income before taxes is at or near breakeven. Further, normal deviations in the projected full year income would result in disproportionate and material changes to the interim tax provisions under the AETR method. During 2015, the Company recorded the interim tax provision using the AETR method for the quarters ended March 31, 2015 and June 30, 2015 but determined during the quarter ended September 30, 2015 that the AETR method was no longer yielding a reliable interim tax provision and, accordingly, began using the discrete method indicated above. 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, 2015, the Company had approximately $104,042 of NOL carryforwards available to offset future taxable income, which expire from 2024 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, 2015 included $7,517 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 the tax accounting guidance. 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 | 6 Months Ended |
Jun. 30, 2016 | |
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. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2015 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 June 30, 2016 and 2015. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 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, 2015, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2016. |
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, certain accrued liabilities, income taxes and stock-based compensation. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial statements to conform to the June 30, 2016 presentation. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company generates its revenue from (i) advertising and sponsorships and (ii) premium services, including consumer subscriptions, SaaS-based licensing fees and other licensing fees. Advertising revenue is recognized in the period in which the advertisement is delivered. Revenue from sponsorships, which includes time and materials based creative services, 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. SaaS and other licensing revenue is generally recognized on a straight-line basis ratably 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 websites, including (i) royalty expenses for licensing content for certain websites and for the portion of advertising revenue the Company pays to the owners of certain other websites, and (ii) media costs associated with audience aggregation activities. Cost of revenues also includes market research incentives, direct mail marketing and fulfillment costs, data fees for our SaaS-based platform, as well as out-of-pocket costs related to creative services and costs associated with subscription fees for premium services, ad serving and other expenses. 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 advertising. These media activities are attributable to revenue-generating and audience aggregation events, designed to increase the audience to the websites the Company operates and grow the Company’s registered user base. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company has no items of other comprehensive income (loss), 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, accounts payable and accrued expenses, approximate fair value. Cash equivalents principally consist of the Company’s investment in U.S. Treasury securities and other 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. There were no indicators of impairment of the Company’s property and equipment during the six months ended June 30, 2016 and 2015. |
Segment Information | Segment Information The Company and its subsidiaries are organized in a single operating segment, providing digital health marketing and communications 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. The Company adopted this amended guidance as of January 1, 2016, noting no impact on the Company’s consolidated financial statements and related disclosures. In May 2014, the FASB issued an accounting standards update amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. The Company is continuing to evaluate its method of adoption and the impact this accounting standard, and related amendments and interpretations, will have on the Company’s consolidated financial statements. 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. Historically GAAP did not contain explicit guidance on how to account for such share-based payments. The Company adopted this amended guidance as of January 1, 2016, noting no material impact on the Company’s consolidated financial statements and related disclosures. 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 debt issuance costs will continue to be reported as interest expense. The Company adopted the amendment retrospectively effective January 1, 2016. As a result of the retrospective adoption, the Company reclassified the unamortized deferred financing costs previously recorded in other assets, including $1,931 and $1,888 as of June 30, 2016 and December 31, 2015, respectively, to long-term debt in the Company’s consolidated balance sheets. The adoption of this guidance had no impact on the Company’s statements of operations. In April 2015, the FASB issued new authoritative accounting guidance on customer’s accounting for fees paid in a cloud computing arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, it should be accounted for as a service contract. The revised guidance was effective as of January 1, 2016 and is applied prospectively to all arrangements entered into or materially modified after the effective date. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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 Company adopted this amended guidance as of January 1, 2016, noting no material impact on the Company’s consolidated financial statements and related disclosures. In November 2015, the FASB issued updated guidance on balance sheet classification of deferred taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier application permitted. The Company elected to early adopt this guidance on a retrospective basis beginning in the quarter ended December 31, 2015. In February 2016, the FASB issued updated guidance on leases which, for operating leases, requires a lessee to recognize the following for all leases (with the exception of short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. The Company is currently evaluating the effects of the adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures. In March 2016, the FASB issued amended guidance on the accounting for employee share-based payments which requires all excess tax benefits and tax deficiencies to be recognized in the income statement instead of as additional paid-in capital, with prospective application required. The guidance also changes the classification of such tax benefits or tax deficiencies on the consolidated statement of cash flows from a financing activity to an operating activity, with prospective application required. Additionally, the guidance changes the classification of employee taxes paid when an employer withholds shares for tax-withholding purposes on the consolidated statement of cash flows from an operating activity, previously included in the changes in accounts payable, to a financing activity, with retrospective application required. This amended guidance will be effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with earlier adoption permitted. The Company is currently evaluating the effects of the adoption and has not yet determined the impact the revised guidance will have on the consolidated financial statements and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tea Leaves Health Llc | |
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 23,159 Deferred revenue (535 ) Accounts payable and accrued expenses (993 ) Total consideration paid $ 29,538 |
Cambridge Biomarketing Group Llc | |
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 Goodwill 15,360 Intangible assets 14,280 Accounts payable and accrued expenses (2,659 ) Deferred revenue (197 ) Other current liabilities (53 ) Total consideration paid $ 32,057 |
Goodwill and Other Intangible20
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | June 30, 2016 December 31, 2015 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 $ (15,713 ) $ 24,377 8.5 $ 40,090 $ (14,206 ) $ 25,884 8.9 Trade names 24,985 (8,651 ) 16,334 6.0 24,985 (7,123 ) 17,862 6.4 Other intangibles 652 (47 ) 605 6.5 — — — — Total $ 65,727 $ (24,411 ) $ 41,316 $ 65,075 $ (21,329 ) $ 43,746 (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 Future amortization expense of the intangible assets | Year ending December 31: 2016 (July 1st to December 31st) $ 3,082 2017 6,156 2018 5,848 2019 5,667 2020 5,645 Thereafter 14,918 Total $ 41,316 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | Number of options Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2015 5,991,945 $ 10.21 5.30 $ 442 Granted 28,300 5.58 Exercised (19,548 ) 5.36 Cancelled (322,339 ) 13.93 Outstanding at June 30, 2016 5,678,358 $ 9.99 4.78 $ 2,805 Exercisable at June 30, 2016 4,483,876 $ 9.25 4.03 $ 2,732 |
Schedule of weighted-average assumptions used to estimate the fair value of options granted | 2016 2015 Volatility 39.12 % 44.06 % Expected life (years) 6.25 6.25 Risk-free interest rate 1.48 % 1.73 % Dividend yield — — |
Schedule of unvested RSU activity | Number of Weighted Outstanding at December 31, 2015 548,840 $ 11.97 Granted (1) 2,129,276 5.50 Vested (851,638 ) 6.66 Cancelled (68,685 ) 11.42 Outstanding at June 30, 2016 1,757,793 $ 6.73 (1) RSUs granted during the six months ended June 30, 2016 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. The Company has adjusted stock-based compensation expense recognized to-date to reflect estimated performance related to these awards. |
Net Income (Loss) per Common 22
Net Income (Loss) per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of weighted-average number of common shares outstanding, basic and diluted | Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Numerator: Net income (loss) $ (8,951 ) $ 1,694 $ (25,056 ) $ (6,374 ) Denominator: Weighted-average number of common shares outstanding for basic net income (loss) per common share 33,286,388 31,755,107 33,046,613 31,640,967 Dilutive securities: Stock option awards — 1,476,550 — — Restricted stock units — 97,232 — — Warrants to purchase common stock — 37,320 — — Employee stock purchase plan — 7,198 — — Total weighted-average diluted shares 33,286,388 33,373,407 33,046,613 31,640,967 Basic net income (loss) per common share $ (0.27 ) $ 0.05 $ (0.76 ) $ (0.20 ) Diluted net income (loss) per common share $ (0.27 ) $ 0.05 $ (0.76 ) $ (0.20 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Warrants to purchase common stock 43,782 — 43,782 110,080 Stock option awards 5,730,409 2,496,032 5,800,576 4,072,625 RSU awards 1,681,049 — 1,313,923 362,142 Employee stock purchase plan 368,851 — 300,734 50,444 Total weighted-average anti-dilutive securities 7,824,091 2,496,032 7,459,015 4,595,291 |
Significant Accounting Polici23
Significant Accounting Policies (Detail Textuals) | 6 Months Ended |
Jun. 30, 2016Segment | |
Significant Accounting Policies (Details) [Line Items] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Minimum | |
Significant Accounting Policies (Details) [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Maximum | |
Significant Accounting Policies (Details) [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Internal Software Development Costs | |
Significant Accounting Policies (Details) [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Website and mobile applications development costs | |
Significant Accounting Policies (Details) [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Significant Accounting Polici24
Significant Accounting Policies (Detail Textuals 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounting Standards Update 2015-03 | Scenario, Previously Reported | Other assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized deferred financing costs | $ 1,931 | $ 1,888 |
Acquisitions - Allocation of as
Acquisitions - Allocation of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Aug. 06, 2015 | Mar. 20, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Acquisitions (Details) - Allocation of the assets acquired and liabilities assumed [Line Items] | ||||
Goodwill | $ 165,099 | $ 165,271 | ||
Tea Leaves Health, LLC | ||||
Acquisitions (Details) - 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 | 23,159 | |||
Deferred revenue | (535) | |||
Accounts payable and accrued expenses | (993) | |||
Total consideration paid | $ 29,538 | |||
Cambridge BioMarketing Group, LLC | ||||
Acquisitions (Details) - 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 | 15,360 | |||
Deferred revenue | (197) | |||
Accounts payable and accrued expenses | (2,659) | |||
Other current liabilities | (53) | |||
Total consideration paid | $ 32,057 |
Acquisitions (Detail Textuals)
Acquisitions (Detail Textuals) - USD ($) $ in Thousands | Aug. 06, 2015 | Feb. 29, 2016 | May 31, 2015 | Mar. 20, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Tea Leaves Health, LLC | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Name of acquired entity | Tea Leaves Health, LLC ("Tea Leaves") | |||||||
Total purchase price | $ 29,893 | |||||||
Total consideration paid | 29,538 | |||||||
Working capital and other purchase price adjustments | $ 355 | |||||||
Payments to acquire business | 5,000 | |||||||
Contingent earn-out provisions, eligibility | $ 20,000 | |||||||
Advance earn out payment eligibility | 5,000 | |||||||
Remaining earn out payment eligibility | $ 15,000 | |||||||
Tea Leaves Health, LLC | General and administrative expenses | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Contingent earn out provisions expense incurred | $ 706 | |||||||
Tea Leaves Health, LLC | Sales and marketing expense | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Contingent earn out provisions expense incurred | 1,412 | |||||||
Tea Leaves Health, LLC | Product development expense | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Contingent earn out provisions expense incurred | 4,941 | |||||||
Tea Leaves Health, LLC | Accounts payable and accrued expenses | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Accrued contingent earn-out compensation expense | $ 5,882 | |||||||
Contingent earn out provisions expense incurred | $ 3,529 | $ 7,059 | ||||||
Tea Leaves Health, LLC | 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 Health, LLC | Closing | Former Member | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Contingent earn-out provisions, eligibility | $ 20,000 | |||||||
Description of earn-out | 50% in cash and 50% in shares of the Company's common stock | |||||||
Tea Leaves Health, LLC | Remainder | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Payments to acquire business | $ 5,828 | |||||||
Cambridge BioMarketing Group, LLC | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Name of acquired entity | Cambridge BioMarketing Group, LLC ("Cambridge") | |||||||
Total purchase price | $ 32,273 | |||||||
Total consideration paid | 32,057 | |||||||
Working capital and other purchase price adjustments | $ 216 | |||||||
Contingent earn-out provisions, eligibility | 5,000 | |||||||
Contingent earn out payment | 5,000 | |||||||
Cambridge BioMarketing Group, LLC | Sales and marketing expense | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Contingent earn out provisions expense incurred | $ 87 | |||||||
Cambridge BioMarketing Group, LLC | Closing | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Payments to acquire business | $ 24,273 | |||||||
Cambridge BioMarketing Group, LLC | Remainder | ||||||||
Acquisitions (Details) [Line Items] | ||||||||
Payments to acquire business | $ 8,000 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets - Schedule of definite-lived intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 65,727 | $ 65,075 | |
Accumulated amortization | (24,411) | (21,329) | |
Total | 41,316 | 43,746 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 40,090 | 40,090 | |
Accumulated amortization | (15,713) | (14,206) | |
Total | $ 24,377 | $ 25,884 | |
Weighted- average remaining useful life | [1] | 8 years 6 months | 8 years 10 months 24 days |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 24,985 | $ 24,985 | |
Accumulated amortization | (8,651) | (7,123) | |
Total | $ 16,334 | $ 17,862 | |
Weighted- average remaining useful life | [1] | 6 years | 6 years 4 months 24 days |
Other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 652 | ||
Accumulated amortization | (47) | ||
Total | $ 605 | ||
Weighted- average remaining useful life | [1] | 6 years 6 months | |
[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 Intangible28
Goodwill and Other Intangible Assets - Schedule of future amortization expense of intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2016 (July 1st to December 31st) | $ 3,082 | |
2,017 | 6,156 | |
2,018 | 5,848 | |
2,019 | 5,667 | |
2,020 | 5,645 | |
Thereafter | 14,918 | |
Total | $ 41,316 | $ 43,746 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill decrease | $ 172 | ||||
Goodwill | 165,099 | $ 165,271 | |||
Definite-lived intangible assets | 41,316 | $ 43,746 | |||
Amortization of Intangible Assets | $ 1,564 | $ 1,709 | $ 3,082 | $ 2,928 |
Long-Term Debt (Detail Textuals
Long-Term Debt (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 01, 2015 | Nov. 30, 2014 | Nov. 01, 2014 | Mar. 31, 2014 | |
Debt Instrument [Line Items] | ||||||||||
Payments of financing costs | $ 355 | $ 722 | $ 792 | $ 2,899 | ||||||
Accounting Standards Update 2015-03 | Net Long Term Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized deferred financing costs | 1,931 | $ 1,888 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 82,250 | $ 35,000 | ||||||||
Remaining revolver borrowing capacity | 22,250 | |||||||||
Credit facility outstanding balance | $ 60,000 | |||||||||
Commitment fee percentage on unused portion | 0.50% | |||||||||
Revolving Credit Facility | DD | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 55,000 | |||||||||
Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit facility outstanding balance | $ 58,174 | $ 67,750 | $ 59,250 | $ 60,000 | $ 39,000 | $ 40,000 | ||||
Excess cash flow payment | $ 4,494 | |||||||||
Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, interest rate at period end | 4.90% | |||||||||
Credit Facility | Minimum | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, interest rate at period end | 2.75% | |||||||||
Credit Facility | Maximum | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, interest rate at period end | 4.00% |
Common Stock and Preferred St31
Common Stock and Preferred Stock (Details Textuals) - shares | Jun. 30, 2016 | Dec. 31, 2015 | Apr. 30, 2014 |
Stockholders' Equity Note [Abstract] | |||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of options | ||
Outstanding at December 31, 2015 | 5,991,945 | |
Granted | 28,300 | |
Exercised | (19,548) | |
Cancelled | (322,339) | |
Outstanding at June 30, 2016 | 5,678,358 | 5,991,945 |
Exercisable at June 30, 2016 | 4,483,876 | |
Weighted-average exercise price | ||
Outstanding at December 31, 2015 | $ 10.21 | |
Granted | 5.58 | |
Exercised | 5.36 | |
Cancelled | 13.93 | |
Outstanding at June 30, 2016 | 9.99 | $ 10.21 |
Exercisable at June 30, 2016 | $ 9.25 | |
Outstanding, Weighted-average remaining contractual life | 4 years 9 months 11 days | 5 years 3 months 18 days |
Exercisable, Weighted-average remaining contractual life | 4 years 11 days | |
Outstanding, Aggregate intrinsic value | $ 2,805 | $ 442 |
Exercisable, Aggregate intrinsic value | $ 2,732 |
Stock-Based Compensation - Sc33
Stock-Based Compensation - Schedule of weighted-average assumptions (Details) - Stock Options | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 39.12% | 44.06% |
Expected life (years) | 6 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.48% | 1.73% |
Dividend yield |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Awards (Details) - Restricted Stock | 6 Months Ended | |
Jun. 30, 2016$ / sharesshares | ||
Number of RSUs | ||
Outstanding at December 31, 2015 | shares | 548,840 | |
Granted | shares | 2,129,276 | [1] |
Vested | shares | (851,638) | |
Cancelled | shares | (68,685) | |
Outstanding at June 30, 2016 | shares | 1,757,793 | |
Weighted Average Grant Date Fair Value | ||
Outstanding at December 31, 2015 | $ / shares | $ 11.97 | |
Granted | $ / shares | 5.50 | [1] |
Vested | $ / shares | 6.66 | |
Cancelled | $ / shares | 11.42 | |
Outstanding at June 30, 2016 | $ / shares | $ 6.73 | |
[1] | RSUs granted during the six months ended June 30, 2016 includes the grant of 40,000 units of performance-based RSUs that are dependent upon the Company meeting certain performance criteria. The Company has adjusted stock-based compensation expense recognized to-date to reflect estimated performance related to these awards. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2014 | |
Stock-Based Compensation (Details) [Line Items] | |||||
Proceeds from stock options exercised | $ 104 | $ 1,309 | $ 104 | $ 1,769 | |
Total intrinsic value of the options exercised | 24 | 792 | $ 24 | $ 1,276 | |
Weighted-average grant date fair value per share for options granted (in dollars per share) | $ 2.25 | $ 5.48 | |||
Stock-based compensation expense | 707 | 1,511 | $ 1,172 | $ 3,469 | |
Unrecognized compensation expense related to unvested stock options | 2,048 | 2,048 | |||
Total fair value of stock options vested | 2,286 | 3,668 | |||
Stock based compensation expense related to RSUs | 1,930 | 1,261 | 6,457 | 1,524 | |
Unrecognized compensation expense related to unvested RSUs | $ 6,930 | $ 6,930 | |||
2014 Plan | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
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. | ||||
Common stock, capital shares reserved for future issuance (in Shares) | 302,273 | 302,273 | |||
Employee Stock | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
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). | ||||
Common stock, capital shares reserved for future issuance (in Shares) | 555,568 | 555,568 | 400,000 | ||
Allocated share-based compensation expense | $ 131 | (20) | $ 206 | 251 | |
Weighted-average period for unrecognized compensation expense expected to be recognized | 1 year 29 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 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% | ||||
Shares purchased under ESPP | 176,592 | 176,592 | |||
Weighted average share price | $ 5.11 | $ 5.11 | |||
Unrecognized compensation expense | $ 1,008 | $ 1,008 | |||
Stock Options | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
Weighted-average period for unrecognized compensation expense expected to be recognized | 1 year 26 days | ||||
Performance-based options | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
Stock awards granted | 40,000 | ||||
RSUs | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
Weighted-average period for unrecognized compensation expense expected to be recognized | 1 year 4 months 10 days | ||||
Total grant date fair value of RSUs vested during the year | $ 708 | $ 26 | $ 4,739 | $ 26 |
Net Income (Loss) per Common 36
Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net income (loss) | $ (8,951) | $ 1,694 | $ (25,056) | $ (6,374) |
Denominator: | ||||
Weighted-average number of common shares outstanding for basic net income (loss) per common share | 33,286,388 | 31,755,107 | 33,046,613 | 31,640,967 |
Dilutive securities: | ||||
Stock option awards | 1,476,550 | |||
Restricted stock units | 97,232 | |||
Warrants to purchase common stock | 37,320 | |||
Employee stock purchase plan | 7,198 | |||
Total weighted-average diluted shares | 33,286,388 | 33,373,407 | 33,046,613 | 31,640,967 |
Basic net income (loss) per common share | $ (0.27) | $ 0.05 | $ (0.76) | $ (0.20) |
Diluted net income (loss) per common share | $ (0.27) | $ 0.05 | $ (0.76) | $ (0.20) |
Net Income (Loss) per Common 37
Net Income (Loss) per Common Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive securities | 7,824,091 | 2,496,032 | 7,459,015 | 4,595,291 |
Warrants to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive securities | 43,782 | 43,782 | 110,080 | |
Stock option awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive securities | 5,730,409 | 2,496,032 | 5,800,576 | 4,072,625 |
RSU awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive securities | 1,681,049 | 1,313,923 | 362,142 | |
Employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total weighted-average anti-dilutive securities | 368,851 | 300,734 | 50,444 |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) $ in Thousands | Dec. 31, 2015USD ($) |
Income Taxes (Details) [Line Items] | |
Net operating loss carryforwards | $ 104,042 |
Deferred Compensation, Share-based Payments | |
Income Taxes (Details) [Line Items] | |
Net operating loss carryforwards | $ 7,517 |