Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 26, 2015 | Oct. 22, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 26, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CRCM | |
Entity Registrant Name | Care.com Inc | |
Entity Central Index Key | 1,412,270 | |
Current Fiscal Year End Date | --12-26 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 32,174,756 | |
Entity Well Known, Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 59,736 | $ 71,881 |
Accounts receivable | 3,478 | 2,592 |
Unbilled accounts receivable | 3,643 | 3,541 |
Prepaid expenses and other current assets | 6,423 | 8,046 |
Total current assets | 73,280 | 86,060 |
Property and equipment, net | 6,723 | 6,323 |
Intangible assets, net | 4,111 | 8,965 |
Goodwill | 59,011 | 68,685 |
Other non-current assets | 3,093 | 3,071 |
Total assets | 146,218 | 173,104 |
Current liabilities: | ||
Accounts payable | 1,544 | 5,463 |
Accrued expenses and other current liabilities | 20,297 | 12,732 |
Contingent acquisition consideration | 15,884 | 10,685 |
Deferred revenue | 16,124 | 13,346 |
Total current liabilities | 53,849 | 42,226 |
Contingent acquisition consideration, net of current portion | 0 | 7,267 |
Deferred tax liability | 3,139 | 2,119 |
Other non-current liabilities | 3,958 | 3,442 |
Total liabilities | $ 60,946 | $ 55,054 |
Contingencies (see note 6) | ||
Stockholders' equity | ||
Common stock, $0.001 par value; 300,000 shares authorized; 32,127 and 31,615 shares issued and outstanding, respectively | $ 32 | $ 32 |
Additional paid-in capital | 282,184 | 277,583 |
Accumulated deficit | (196,456) | (159,859) |
Accumulated other comprehensive (loss) income | (488) | 294 |
Total stockholders' equity | 85,272 | 118,050 |
Total liabilities and stockholders' equity | $ 146,218 | $ 173,104 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 26, 2015 | Dec. 27, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value, in dollars per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 32,127,000 | 31,615,000 |
Common stock, shares outstanding | 32,127,000 | 31,615,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 38,893 | $ 32,054 | $ 109,666 | $ 83,161 |
Cost of revenue | 10,326 | 9,132 | 29,098 | 20,616 |
Operating expenses: | ||||
Selling and marketing | 22,128 | 22,900 | 61,891 | 61,371 |
Research and development | 5,808 | 4,417 | 16,229 | 12,559 |
General and administrative | 7,597 | 9,479 | 24,526 | 22,299 |
Depreciation and amortization | 1,087 | 1,113 | 3,613 | 3,249 |
Impairment of goodwill and intangible assets | 8,766 | 0 | 8,766 | 0 |
Total operating expenses | 45,386 | 37,909 | 115,025 | 99,478 |
Operating loss | (16,819) | (14,987) | (34,457) | (36,933) |
Other expense, net | (272) | (644) | (976) | (3,323) |
Loss before income taxes | (17,091) | (15,631) | (35,433) | (40,256) |
Provision for (Benefit from) income taxes | 259 | (1,178) | 1,164 | (384) |
Net loss | (17,350) | (14,453) | (36,597) | (39,872) |
Accretion of preferred stock | 0 | 0 | 0 | (4) |
Net loss attributable to common stockholders | $ (17,350) | $ (14,453) | $ (36,597) | $ (39,876) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted (in dollars per share) | $ (0.54) | $ (0.46) | $ (1.15) | $ (1.42) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | ||||
Basic and diluted (in shares) | 32,069 | 31,362 | 31,938 | 27,995 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (17,350) | $ (14,453) | $ (36,597) | $ (39,872) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 150 | (854) | (782) | (1,257) |
Comprehensive loss | $ (17,200) | $ (15,307) | $ (37,379) | $ (41,129) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (36,597) | $ (39,872) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,179 | 4,829 |
Depreciation and amortization | 4,273 | 3,914 |
Deferred taxes | 1,053 | (548) |
Contingent consideration expense | 777 | 404 |
Change in fair value of contingent consideration payable in preferred stock | 0 | 2,258 |
Change in fair value of stock warrants | 0 | 606 |
Impairment of goodwill and intangible assets | 9,741 | 0 |
Foreign currency remeasurement loss | 983 | 0 |
Other non-operating expenses | (42) | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (906) | (1,003) |
Unbilled accounts receivable | (339) | (974) |
Prepaid expenses and other current assets | 1,419 | (797) |
Other non-current assets | (13) | 490 |
Accounts payable | (3,349) | 3,479 |
Accrued expenses and other current liabilities | 8,637 | 9,270 |
Deferred revenue | 3,110 | 3,705 |
Other non-current liabilities | 623 | 639 |
Net cash used in operating activities | (6,451) | (13,600) |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,287) | (878) |
Payments for acquisitions, net of cash acquired | 0 | (23,364) |
Cash withheld for purchase consideration | 73 | (73) |
Payments for security deposits | 0 | (2,825) |
Net cash used in investing activities | (4,214) | (27,140) |
Cash flows from financing activities | ||
Proceeds from initial public offering net of offering costs | 0 | 96,007 |
Proceeds from exercise of common stock options | 630 | 319 |
Payments of contingent consideration previously established in purchase accounting | (1,840) | (2,845) |
Net cash (used in) provided by financing activities | (1,210) | 93,481 |
Effect of exchange rate changes on cash and cash equivalents | (270) | 383 |
Net (decrease) increase in cash and cash equivalents | (12,145) | 53,124 |
Cash and cash equivalents, beginning of the period | 71,881 | 29,959 |
Cash and cash equivalents, end of the period | 59,736 | 83,083 |
Supplemental disclosure of cash flow activities | ||
Cash paid for taxes | 26 | 94 |
Supplemental disclosure of non-cash investing and financing activities | ||
Non-cash purchases of property and equipment | 51 | 0 |
Issuance of preferred and common stock in connection with acquisitions | 4,878 | 2,622 |
Accretion of preferred stock to redemption value | 0 | 4 |
Conversion of preferred stock to common stock | 0 | 154,856 |
Reclassification of warrant liability to additional paid-in capital | 0 | 968 |
Reclassification of contingent consideration payable in common shares | $ 0 | $ 4,878 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Care.com, Inc. (the “Company”, “we”, “us”, and “our”), a Delaware corporation, was incorporated on October 27, 2006. We are the world’s largest online marketplace for finding and managing family care. Our consumer matching solutions enable families to connect to caregivers and caregiving services in a reliable and easy way and our payments solutions enable families to manage their household payroll and tax matters with Care.com HomePay. In addition, we serve employers by providing access to our platform to employer-sponsored families and care-related businesses-such as day care centers, nanny agencies and home care agencies-who wish to market their services to our care-seeking families and recruit our caregiver members. We also operate a social commerce service selling curated third-party products designed for families. This service generates revenue through the sale of subscriptions and other products to customers in the United States. Certain Significant Risks and Uncertainties We operate in a dynamic industry and, accordingly, our business is affected by a variety of factors. For example, we believe that unfavorable changes in any of the following areas could have a significant negative effect on our future financial position, results of operations or cash flows: rates of revenue growth; member acquisition costs; member engagement and usage of our new and existing products; our ability to scale and adapt our existing technology and network infrastructure; competition in our market; management of our growth; our acquisitions and investments; our ability to retain qualified employees and key personnel; protection of our brand and intellectual property; protection of customers’ information and privacy concerns; security measures related to our website; and our ability to access capital at acceptable terms, among other things. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2014, filed on March 27, 2015. There have been no material changes in our significant accounting policies for the three and nine months ended September 26, 2015 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 27, 2014. The condensed consolidated balance sheet as of December 27, 2014, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, and are not necessarily indicative of the results of operations to be anticipated for Fiscal 2015 or any future period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, after elimination of all intercompany balances and transactions. Fiscal Year-End We operate and report using a 52 or 53 week fiscal year ending on the Saturday in December closest and prior to December 31. Accordingly, our fiscal quarters end on the Saturday that falls closest to the last day of the third month of each quarter. Reclassification Adjustment During the third quarter of the year ended December 26, 2015, we recorded a reclassification adjustment to our statement of cash flows to increase to our cash flows from operating activities by approximately $0.7 million with a corresponding decrease to the effect of exchange rate changes on cash and cash equivalents. Of this reclassification adjustment, approximately $1.2 million increased operating activities in the first quarter of 2015 and $0.5 million reduced operating activities in the second quarter of 2015. In accordance with SEC Staff Accounting Bulletin (SAB) No. 99, Materiality and SAB No. 108, we assessed the materiality of this correction, individually and in aggregate, on our financial statements for the each of the first and second quarters of 2015. We concluded the effect of the error was not material to our financial statements for any of the periods and, as such, these financial statements are not materially misstated. As a result, we recorded the adjustments in the consolidated statement of cash flows for the nine months ended September 26, 2015. Subsequent Events Consideration We consider events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. On October 26, 2015, our Board of Directors (the “Board”) voted to wind down the operations of Citrus Lane, Inc., which we acquired in July 2014. As part of our ongoing prioritization to balance top-line growth and operational efficiency, the Board determined that it would have required more time and resources than originally anticipated to realize the expected synergies between the Citrus Lane business and our other businesses. Consequently, the Board has determined to prioritize our resources in higher growth potential businesses. There were no other material recognized subsequent events recorded in the condensed consolidated financial statements as of and for the three and nine months ended September 26, 2015 . Recently Issued and Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”), which amends Accounting Standards Codification, or ASC, 350, Intangibles - Goodwill and Other. The amendments provide guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar arrangements) includes a software license, and based on that determination, how to account for such arrangements. ASU 2015-05 is effective for fiscal years, and interim periods therein, beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is not permitted. We are currently evaluating the impact the adoption of ASU 2015-05 will have on our financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)-Amendments to the Consolidation Analysis (“ASU 2015-02”) , which amends the criteria for determining which entities are considered variable interest entities, or VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. ASU 2015-02 is effective for annual periods, and interim periods therein, beginning after December 15, 2015. We are currently evaluating the impact the adoption of Topic 810 will have on our financial statements. In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("ASU 2015-01”), which eliminates the requirement of Extraordinary Items to be separately classified on the income statement. ASU 2015-01 is effective for annual periods ending after December 15, 2015 and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2015-01 is not expected to have a material effect on our condensed consolidated financial statements or disclosures. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. We are currently evaluating the impact of the adoption of ASU 2014-15, but the adoption is not expected to have a material effect on our consolidated financial statements or disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, (“ASU 2015-14”), which deferred the effective date of ASU 2014-09 by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted but not before the original effective date of December 15, 2016. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. The standard permits the use of either the retrospective or cumulative effect transition method. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 26, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 26, 2015 and December 27, 2014 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands): September 26, 2015 December 27, 2014 Fair Value Measurements Using Input Types Fair Value Measurements Using Input Types Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market mutual funds $ 20,401 $ — $ — $ 20,401 $ 15,656 $ — $ — $ 15,656 Total assets $ 20,401 $ — $ — $ 20,401 $ 15,656 $ — $ — $ 15,656 Liabilities: Contingent acquisition consideration $ — $ — $ 7,721 $ 7,721 $ — $ — $ 17,952 $ 17,952 Total liabilities $ — $ — $ 7,721 $ 7,721 $ — $ — $ 17,952 $ 17,952 The following table sets forth a summary of changes in the fair value of our contingent acquisition consideration which represents recurring measurements that are classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): September 26, 2015 Contingent Acquisition Beginning balance $ 17,952 Increase in fair value included in earnings 777 Contingent acquisition consideration payments (2,845 ) Transfers out of Level 3 (1) $ (8,163 ) Ending balance $ 7,721 (1) Transfers out of Level 3 represent contingent payments for which the measurement period had ended and the remaining liability is known as of September 26, 2015. Non-Recurring Fair Value Measurements We re-measure the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets are comprised of long-lived assets, including property and equipment, intangible assets and goodwill. For the nine months ended September 26, 2015, we recorded an intangible asset impairment charge of $1.7 million and a goodwill impairment charge of $8.0 million , each related to our Citrus Lane reporting unit. This adjustment falls within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs to determine fair value. The fair value measurements were determined using a DCF analysis, and the amount and timing of future cash flows within the analysis were based on our most recent operational budgets, long-range strategic plans and other estimates at the time such re-measurements were made. Refer to note 5. Goodwill and Intangible Assets for more information. Other financial instruments not measured or recorded at fair value in the accompanying condensed consolidated balance sheets principally consist of accounts receivable, accounts payable, and accrued liabilities. The estimated fair values of these instruments approximate their carrying values due to their short-term nature. In the three and nine months ended September 27, 2014 , no significant remeasurements were necessary. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 26, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions Citrus Lane On July 17, 2014, we acquired Citrus Lane, a social commerce service selling curated third-party products designed for families, for total consideration of $22.9 million in cash and 0.4 million shares of common stock (valued at $3.8 million ). In addition, up to $16.4 million in cash (valued at $14.5 million ) and up to an additional 0.1 million shares of common stock (valued at $1.1 million ) will be payable in the event Citrus Lane achieves certain milestones in 2015 and 2016. The results of operations for Citrus Lane have been included in our consolidated financial statements since the date of acquisition. Pro Forma Information The following unaudited pro forma financial information presents the combined results of operations of Care.com and Citrus Lane as if the acquisition had occurred on January 1, 2013, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Citrus Lane acquisition, factually supportable, and expected to have a continuing impact on us. Actual 2014 and 2015 impairment charges were excluded from the pro forma results below. The pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on January 1, 2013. Pro Forma Three Months Ended Nine Months Ended (in thousands) September 26, September 27, September 26, September 27, Revenue 38,893 37,069 109,666 88,176 Net loss (7,611 ) (17,682 ) (26,879 ) (43,101 ) Consmr On March 3, 2014, we entered into an agreement with Consmr, Inc. (“Consmr”), the developer of a mobile application for ratings and reviews of consumer products, pursuant to which we acquired the right to hire all employees of Consmr for total consideration of $0.6 million . Approximately $0.1 million of the purchase price was held back and is payable in one year subject to the continuing employment of the employees. Such amount has been recognized as compensation expense over the required employment period. The transaction is presented as an acquisition of a business and the consideration transferred, except for the amount held back, was recorded as goodwill. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 26, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information The following table presents the detail of property and equipment, net for the periods presented (in thousands): September 26, December 27, Computer equipment $ 2,241 $ 2,476 Furniture and fixtures 1,593 1,708 Software 1,375 1,066 Leasehold improvements 3,810 3,137 Total 9,019 8,387 Less accumulated depreciation (2,296 ) (2,064 ) Property and equipment, net $ 6,723 $ 6,323 Depreciation expense for the three months ended September 26, 2015 and September 27, 2014 was $0.4 million and $0.2 million , respectively, and for the nine months ended September 26, 2015 and September 27, 2014 was $1.2 million and $0.6 million , respectively. The following table presents the detail of accrued expenses and other current liabilities for the periods presented (in thousands): September 26, December 27, Payroll and compensation $ 4,624 $ 2,388 Tax-related expense 1,014 843 Marketing expenses 10,212 3,385 Other accrued expenses 4,447 6,116 Total accrued expenses and other current liabilities $ 20,297 $ 12,732 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 26, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table presents the change in goodwill for the periods presented (in thousands): CRCM Businesses, Excluding Citrus Lane Citrus Lane Total Balance as of December 27, 2014 $ 60,635 $ 8,050 $ 68,685 Impairment of goodwill — (8,028 ) (8,028 ) Effect of currency translation and other (1,624 ) (22 ) (1,646 ) Balance as of September 26, 2015 $ 59,011 $ — $ 59,011 Total impairment recognized to date $ — $ 41,816 $ 41,816 The following table presents the detail of intangible assets for the periods presented (dollars in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Life (Years) September 26, 2015 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,429 (4,118 ) 311 3.8 Proprietary software 4,787 (3,678 ) 1,109 1.8 Website 50 (42 ) 8 0.9 Training materials 30 (27 ) 3 0.3 Non-compete agreements 131 (109 ) 22 1.9 Leasehold interests 170 (80 ) 90 3.6 Caregiver relationships 291 (286 ) 5 0.3 Customer relationships 8,796 (6,475 ) 2,321 2.9 Total $ 18,926 $ (14,815 ) $ 4,111 December 27, 2014 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 5,281 (3,377 ) 1,904 5.2 Proprietary software 4,942 (3,351 ) 1,591 2.5 Website 1,150 (34 ) 1,116 6.5 Training materials 30 (20 ) 10 1.0 Non-compete agreements 137 (94 ) 43 2.0 Leasehold interests 170 (61 ) 109 4.4 Caregiver relationships 312 (252 ) 60 0.7 Customer relationships 8,857 (4,967 ) 3,890 2.9 Total $ 21,121 $ (12,156 ) $ 8,965 Amortization expense was $3.1 million and $3.3 million for the nine months ended September 26, 2015 and September 27, 2014 , respectively. Of these amounts, $2.4 million and $2.6 million was classified as a component of depreciation and amortization, and $0.7 million and $0.7 million was classified as a component of cost of revenue in the condensed consolidated statements of operations for the nine months ended September 26, 2015 and September 27, 2014 , respectively. As of September 26, 2015 , the estimated future amortization expense related to intangible assets for future fiscal years was as follows (in thousands): 2015 remaining $ 715 2016 1,954 2017 549 2018 204 2019 145 Thereafter 302 Total $ 3,869 We review goodwill for impairment on an annual basis at the beginning of the fourth quarter, on an interim basis if there are indicators of potential impairment. The impairment test is conducted using an income approach. We perform the impairment analysis utilizing a discounted cash flow approach that incorporates current estimates regarding performance and macroeconomic factors, discounted at a weighted average cost of capital. During the third quarter of fiscal 2015, we determined that we should consider the advisability of a sale or wind down of the Citrus Lane business. As a result of this determination, we concluded that indicators of impairment existed in the Citrus Lane reporting unit and began an analysis of whether any material impairment charges would be required. We completed step one of our goodwill impairment testing with the assistance of an independent valuation firm and determined that the fair value of this reporting unit was lower than its carrying value. This required us to proceed to step two of our impairment analysis. Based on our preliminary calculations, we recorded a goodwill impairment loss of $8.0 million and an intangible asset impairment loss of $1.7 million during the quarter ended September 26, 2015. The intangible asset impairment loss was classified as follows: $1.0 million as a component of cost of revenue; and $0.7 million as an impairment of goodwill and intangible assets. The measurement of impairment will be completed in the fourth quarter of 2015 and any adjustment to the preliminary impairment charges, if any, would be recognized when we finalize the second step of the impairment test as part of the annual goodwill impairment analysis at that time. In addition, we will continue to perform our annual goodwill impairment test in the fourth quarter of the year ending December 26, 2015, consistent with our existing accounting policy and we may be required to record additional impairment charges in future periods. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 26, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Legal matters From time to time, we have or may become party to litigation incident to the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes with respect to these matters and determine loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, we consider other relevant factors that could impact our ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. Our reserve may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of all pending matters will not have a material adverse effect on our business, condensed consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can adversely impact us due to defense and settlement costs, diversion of management resources, and other factors. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 26, 2015 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Initial Public Offering (IPO) On January 29, 2014, we closed our IPO in which we sold and issued 6,152,500 shares of common stock, including 802,500 shares of common stock pursuant to the exercise of the underwriters’ option to purchase additional shares, which were sold to the public at a price of $17.00 per share. We received net proceeds of approximately $94.8 million from the IPO, including the exercise of the underwriters’ over-allotment option, net of underwriters’ discounts and commissions, and after deducting offering expenses of approximately $2.4 million . Upon the closing of the IPO, all shares of our outstanding redeemable convertible preferred stock automatically converted into 21,490,656 shares of common stock and our outstanding warrant to purchase redeemable convertible preferred stock automatically converted into a warrant to purchase 40,697 shares of common stock at $1.72 per share, which were subsequently exercised during the first quarter of 2014. Stock-Based Compensation The following table summarizes stock-based compensation in our accompanying condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, Cost of revenue $ 80 $ 58 $ 205 $ 152 Selling and marketing 264 255 711 564 Research and development 303 222 652 426 General and administrative 937 2,212 2,611 3,687 Total stock-based compensation $ 1,584 $ 2,747 $ 4,179 $ 4,829 Pursuant to our 2014 Incentive Award Plan (the “2014 Plan”), during the nine months ended September 26, 2015 , we granted 1.6 million restricted stock units (RSUs) to certain employees and directors and 0.2 million performance based RSUs to certain members of senior management. Each recipient of performance based RSUs is eligible to receive up to 100% of the shares granted on the achievement of certain financial targets for fiscal 2015 and which will vest over a four -year period retroactive to either March or April 2015. Management is recognizing expense straight-line over the required service period based on its estimate of number of shares that will vest. If there is a change in the estimate of the number of shares that are probable of vesting, we will cumulatively adjust compensation expense in the period that the change in estimate is made. RSUs are not included in issued and outstanding common stock until the shares are vested and released. The fair value of the RSUs is measured based on the market price of the underlying common stock as of the date of grant, reduced by the purchase price of $0.001 per share. The weighted average grant-date fair value per share and the total fair value of vested shares from the RSU grants was $7.78 and $1.1 million , respectively, for the nine months ended September 26, 2015 . No RSUs were granted during the nine months ended September 27, 2014 . During the nine months ended September 26, 2015 , no stock options were granted. During the nine months ended September 27, 2014 , we granted 1.5 million stock options with weighted-average exercise price per share of $11.78 . The following table presents the assumptions used to estimate the fair value of options granted during the periods presented: Nine Months Ended September 26, September 27, Risk-free interest rate N/A 1.85 - 1.95% Expected term (years) N/A 6.25 Volatility N/A 46.9 - 55.3% Expected dividend yield N/A — A summary of stock option and RSU activity for the nine months ended September 26, 2015 was as follows (in thousands for shares and intrinsic value): Stock Options Restricted Stock Units Shares Weighted-Average Remaining Contractual Term (Years) Weighted-Average Exercise Price Aggregate Intrinsic Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 27, 2014 4,270 7.17 $ 6.47 $ 14,373 — $ — Granted (1) — — 1,828 7.60 Settled (RSUs) (142 ) 7.78 Exercised (181 ) 2.35 Canceled and forfeited (285 ) 7.31 (19 ) 7.78 Outstanding at September 26, 2015 3,804 6.73 6.60 $ 4,223 1,667 $ 7.59 Vested and exercisable at September 26, 2015 2,713 6.19 5.04 $ 4,007 — $ — Vested and expected to vest as of September 26, 2015 (2) 3,712 6.69 6.47 $ 4,208 1,216 $ 7.56 ____________________________ (1) For RSUs, includes both time-based and performance-based restricted stock units (2) Options and RSUs expected to vest reflect an estimated forfeiture rate Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on the New York Stock Exchange as of September 26, 2015 was $5.03 . The total intrinsic value of options exercised and RSUs vested was approximately $0.6 million and $2.0 million for the three and nine months ended September 26, 2015 , respectively. The aggregate fair value of the options that vested during the three and nine months ended September 26, 2015 was $1.1 million and $3.0 million respectively. As of September 26, 2015 , total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options and RSUs was approximately $5.2 million and $8.7 million , respectively, which is expected to be recognized over a weighted-average period of 2.0 years and 3.5 years, respectively, to the extent they are probable of vesting. As of September 26, 2015 , we had 2,802,948 shares available for grant under the 2014 Plan. Common Stock As of September 26, 2015 , we had reserved the following shares of common stock for future issuance in connection with the following (in thousands): September 26, 2015 Contingent consideration payable in common stock 106 Options issued and outstanding 3,804 Restricted stock units issued and outstanding 1,667 Common stock available for stock-based award grants under incentive award plans 2,803 Total 8,380 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 26, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common shareholders is computed by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period and potentially dilutive common stock equivalents, except in cases where the effect of common stock equivalent would be anti-dilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options as well as shares issuable under outstanding contingent consideration arrangements. The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, Stock options and RSUs 5,471 4,691 5,471 4,691 Contingent consideration 106 — 106 — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 26, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded an income tax expense and an income tax benefit of $0.3 million and $1.2 million for the three months ended September 26, 2015 and September 27, 2014 , respectively. We recorded an income tax expense and an income tax benefit of $1.2 million and $0.4 million for the nine months ended September 26, 2015 and September 27, 2014 , respectively. The tax provision recorded in the three and nine months ended September 26, 2015 and the tax benefit recorded in the three and nine months ended September 27, 2014 , relates to the reversal of our valuation allowance against the Citrus Lane deferred tax liabilities recorded in purchase accounting. |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | Segment and Geographical Information We consider operating segments to be components of the Company in which separate financial information is available that is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is the CEO. Prior to the first quarter of Fiscal 2015, the CEO reviewed financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Beginning with the first quarter of Fiscal 2015, the CEO began to review the financial information of Citrus Lane separately from the Company’s other businesses. Accordingly, effective for the first quarter of Fiscal 2015, we have determined that we have two operating and reportable segments, CRCM Businesses, Excluding Citrus Lane and Citrus Lane. The descriptions of the resulting reportable segments are included below and all financial information presented herein related to the resulting reportable segments has been presented retrospectively as though these segments existed as of the earliest period presented. CRCM Businesses, Excluding Citrus Lane CRCM Businesses, Excluding Citrus Lane is comprised primarily our U.S. Consumer Business. The two components of our U.S. Consumer Business are U.S. matching solutions, which provides families access to search for, qualify, vet, connect with and ultimately select caregivers; and payments solutions, which enables families to manage their household payroll and tax matters with Care.com HomePay. This segment also includes our employer offering, which provides corporate employers access to certain of our products and services that can be offered as an employee benefit; and our international offerings. This reportable segment represents an aggregation of operating units within the segment. Citrus Lane Citrus Lane represents sales of merchandise through the sales of curated third-party products designed for families. The majority of revenue is generated through the sale of subscription discovery boxes, whereby customers prepay to receive monthly shipments of a box containing children’s merchandise. We also offer individual products on an a-la-carte basis. We measure and evaluate our reportable segments based on segment revenues and segment adjusted EBITDA, which is defined as net loss, plus: (1) federal, state and franchise taxes; (2) other expense, net; (3) depreciation and amortization; (4) stock based compensation; (5) accretion of contingent consideration; (6) merger and acquisition related costs; and (7) other unusual or non-cash significant adjustments. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies (refer to Note 2 of our Annual Report on Form 10-K for the fiscal year ended December 27, 2014). We fully allocate depreciation expense to our two reportable segments. We do not report our assets or capital expenditures by segment as it would not be meaningful. Segment information for the three and nine months ended September 26, 2015 and September 27, 2014 was as follows (in thousands): Three Months Ended Three Months Ended September 26, 2015 September 27, 2014 CRCM Businesses, Excluding Citrus Lane Citrus Lane Total CRCM Businesses, Excluding Citrus Lane Citrus Lane Total Revenue $ 36,179 $ 2,714 $ 38,893 $ 29,604 $ 2,450 $ 32,054 Adjusted EBITDA (3,096 ) (775 ) (3,871 ) (7,077 ) (1,608 ) (8,685 ) Depreciation and amortization (1,228 ) (67 ) (1,295 ) (1,292 ) (102 ) (1,394 ) Stock-based compensation (1,426 ) (158 ) (1,584 ) (971 ) (1,776 ) (2,747 ) Impairment of goodwill and intangible assets — (9,741 ) (9,741 ) — — — Other charges (84 ) (244 ) (328 ) (1,805 ) (356 ) (2,161 ) Operating loss $ (5,834 ) $ (10,985 ) (16,819 ) $ (11,145 ) $ (3,842 ) (14,987 ) Other expense, net (272 ) (644 ) Loss before income taxes (17,091 ) (15,631 ) Provision for (Benefit from) income taxes 259 (1,178 ) Net Loss $ (17,350 ) $ (14,453 ) Nine Months Ended Nine Months Ended September 26, 2015 September 27, 2014 CRCM Businesses, Excluding Citrus Lane Citrus Lane Total CRCM Businesses, Excluding Citrus Lane Citrus Lane Total Revenue $ 101,131 $ 8,535 $ 109,666 $ 80,711 $ 2,450 $ 83,161 Adjusted EBITDA (11,364 ) (3,234 ) (14,598 ) (23,280 ) (1,608 ) (24,888 ) Depreciation and amortization (4,066 ) (207 ) (4,273 ) (3,812 ) (102 ) (3,914 ) Stock-based compensation (3,721 ) (458 ) (4,179 ) (3,053 ) (1,776 ) (4,829 ) Impairment of goodwill and intangible assets — (9,741 ) (9,741 ) — — — Other charges (275 ) (1,391 ) (1,666 ) (2,946 ) (356 ) (3,302 ) Operating loss $ (19,426 ) $ (15,031 ) (34,457 ) $ (33,091 ) $ (3,842 ) (36,933 ) Other expense, net (976 ) (3,323 ) Loss before income taxes (35,433 ) (40,256 ) Provision for (Benefit from) income taxes 1,164 (384 ) Net Loss $ (36,597 ) $ (39,872 ) Total assets for the CRCM Businesses, Excluding Citrus Lane and Citrus Lane as of September 26, 2015 were $142.3 million and $3.9 million , respectively. Total assets for the CRCM Businesses, Excluding Citrus Lane and Citrus Lane as of December 27, 2014 were $163.1 million and $10.0 million , respectively. No country outside of the United States provided greater than 10% of our total revenue. Revenue is classified by the major geographic areas in which our customers are located. The following table summarizes total revenue generated by our geographic locations (dollars in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, United States $ 36,054 $ 29,450 $ 101,370 $ 76,223 International 2,839 2,604 8,296 6,938 Total revenue $ 38,893 $ 32,054 $ 109,666 $ 83,161 Our long-lived assets are primarily located in the United States and are not allocated to any specific region. Therefore, geographic information is presented only for total revenue. |
Other Expense, Net
Other Expense, Net | 9 Months Ended |
Sep. 26, 2015 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Other Expense, Net Other expense, net consisted of the following (in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, Interest income $ — $ 21 $ 25 $ 67 Interest expense 19 (12 ) (1 ) (29 ) Other expense, net (291 ) (653 ) (1,000 ) (3,361 ) Total other expense, net $ (272 ) $ (644 ) $ (976 ) $ (3,323 ) |
Description of Business and S18
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2014, filed on March 27, 2015. There have been no material changes in our significant accounting policies for the three and nine months ended September 26, 2015 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 27, 2014. The condensed consolidated balance sheet as of December 27, 2014, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP on an annual reporting basis. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, and are not necessarily indicative of the results of operations to be anticipated for Fiscal 2015 or any future period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, after elimination of all intercompany balances and transactions. |
Fiscal Year-End | Fiscal Year-End We operate and report using a 52 or 53 week fiscal year ending on the Saturday in December closest and prior to December 31. Accordingly, our fiscal quarters end on the Saturday that falls closest to the last day of the third month of each quarter. |
Subsequent Events Consideration | Subsequent Events Consideration We consider events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. On October 26, 2015, our Board of Directors (the “Board”) voted to wind down the operations of Citrus Lane, Inc., which we acquired in July 2014. As part of our ongoing prioritization to balance top-line growth and operational efficiency, the Board determined that it would have required more time and resources than originally anticipated to realize the expected synergies between the Citrus Lane business and our other businesses. Consequently, the Board has determined to prioritize our resources in higher growth potential businesses. There were no other material recognized subsequent events recorded in the condensed consolidated financial statements as of and for the three and nine months ended September 26, 2015 . |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”), which amends Accounting Standards Codification, or ASC, 350, Intangibles - Goodwill and Other. The amendments provide guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar arrangements) includes a software license, and based on that determination, how to account for such arrangements. ASU 2015-05 is effective for fiscal years, and interim periods therein, beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is not permitted. We are currently evaluating the impact the adoption of ASU 2015-05 will have on our financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)-Amendments to the Consolidation Analysis (“ASU 2015-02”) , which amends the criteria for determining which entities are considered variable interest entities, or VIEs, amends the criteria for determining if a service provider possesses a variable interest in a VIE and ends the deferral granted to investment companies for application of the VIE consolidation model. ASU 2015-02 is effective for annual periods, and interim periods therein, beginning after December 15, 2015. We are currently evaluating the impact the adoption of Topic 810 will have on our financial statements. In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items ("ASU 2015-01”), which eliminates the requirement of Extraordinary Items to be separately classified on the income statement. ASU 2015-01 is effective for annual periods ending after December 15, 2015 and for annual and interim periods thereafter. Early application is permitted. The adoption of ASU 2015-01 is not expected to have a material effect on our condensed consolidated financial statements or disclosures. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and earlier application is permitted. We are currently evaluating the impact of the adoption of ASU 2014-15, but the adoption is not expected to have a material effect on our consolidated financial statements or disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, (“ASU 2015-14”), which deferred the effective date of ASU 2014-09 by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption is permitted but not before the original effective date of December 15, 2016. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. The standard permits the use of either the retrospective or cumulative effect transition method. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 26, 2015 and December 27, 2014 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands): September 26, 2015 December 27, 2014 Fair Value Measurements Using Input Types Fair Value Measurements Using Input Types Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market mutual funds $ 20,401 $ — $ — $ 20,401 $ 15,656 $ — $ — $ 15,656 Total assets $ 20,401 $ — $ — $ 20,401 $ 15,656 $ — $ — $ 15,656 Liabilities: Contingent acquisition consideration $ — $ — $ 7,721 $ 7,721 $ — $ — $ 17,952 $ 17,952 Total liabilities $ — $ — $ 7,721 $ 7,721 $ — $ — $ 17,952 $ 17,952 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of changes in the fair value of our contingent acquisition consideration which represents recurring measurements that are classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): September 26, 2015 Contingent Acquisition Beginning balance $ 17,952 Increase in fair value included in earnings 777 Contingent acquisition consideration payments (2,845 ) Transfers out of Level 3 (1) $ (8,163 ) Ending balance $ 7,721 (1) Transfers out of Level 3 represent contingent payments for which the measurement period had ended and the remaining liability is known as of September 26, 2015. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information, Citrus Lane | The following unaudited pro forma financial information presents the combined results of operations of Care.com and Citrus Lane as if the acquisition had occurred on January 1, 2013, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Citrus Lane acquisition, factually supportable, and expected to have a continuing impact on us. Actual 2014 and 2015 impairment charges were excluded from the pro forma results below. The pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on January 1, 2013. Pro Forma Three Months Ended Nine Months Ended (in thousands) September 26, September 27, September 26, September 27, Revenue 38,893 37,069 109,666 88,176 Net loss (7,611 ) (17,682 ) (26,879 ) (43,101 ) |
Supplemental Balance Sheet In21
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Property, Plant and Equipment, net | The following table presents the detail of property and equipment, net for the periods presented (in thousands): September 26, December 27, Computer equipment $ 2,241 $ 2,476 Furniture and fixtures 1,593 1,708 Software 1,375 1,066 Leasehold improvements 3,810 3,137 Total 9,019 8,387 Less accumulated depreciation (2,296 ) (2,064 ) Property and equipment, net $ 6,723 $ 6,323 |
Schedule of Accrued Liabilities | The following table presents the detail of accrued expenses and other current liabilities for the periods presented (in thousands): September 26, December 27, Payroll and compensation $ 4,624 $ 2,388 Tax-related expense 1,014 843 Marketing expenses 10,212 3,385 Other accrued expenses 4,447 6,116 Total accrued expenses and other current liabilities $ 20,297 $ 12,732 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the change in goodwill for the periods presented (in thousands): CRCM Businesses, Excluding Citrus Lane Citrus Lane Total Balance as of December 27, 2014 $ 60,635 $ 8,050 $ 68,685 Impairment of goodwill — (8,028 ) (8,028 ) Effect of currency translation and other (1,624 ) (22 ) (1,646 ) Balance as of September 26, 2015 $ 59,011 $ — $ 59,011 Total impairment recognized to date $ — $ 41,816 $ 41,816 |
Schedule of Finite-Lived Intangible Assets | The following table presents the detail of intangible assets for the periods presented (dollars in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Life (Years) September 26, 2015 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,429 (4,118 ) 311 3.8 Proprietary software 4,787 (3,678 ) 1,109 1.8 Website 50 (42 ) 8 0.9 Training materials 30 (27 ) 3 0.3 Non-compete agreements 131 (109 ) 22 1.9 Leasehold interests 170 (80 ) 90 3.6 Caregiver relationships 291 (286 ) 5 0.3 Customer relationships 8,796 (6,475 ) 2,321 2.9 Total $ 18,926 $ (14,815 ) $ 4,111 December 27, 2014 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 5,281 (3,377 ) 1,904 5.2 Proprietary software 4,942 (3,351 ) 1,591 2.5 Website 1,150 (34 ) 1,116 6.5 Training materials 30 (20 ) 10 1.0 Non-compete agreements 137 (94 ) 43 2.0 Leasehold interests 170 (61 ) 109 4.4 Caregiver relationships 312 (252 ) 60 0.7 Customer relationships 8,857 (4,967 ) 3,890 2.9 Total $ 21,121 $ (12,156 ) $ 8,965 |
Schedule of Indefinite-Lived Intangible Assets | The following table presents the detail of intangible assets for the periods presented (dollars in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Life (Years) September 26, 2015 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,429 (4,118 ) 311 3.8 Proprietary software 4,787 (3,678 ) 1,109 1.8 Website 50 (42 ) 8 0.9 Training materials 30 (27 ) 3 0.3 Non-compete agreements 131 (109 ) 22 1.9 Leasehold interests 170 (80 ) 90 3.6 Caregiver relationships 291 (286 ) 5 0.3 Customer relationships 8,796 (6,475 ) 2,321 2.9 Total $ 18,926 $ (14,815 ) $ 4,111 December 27, 2014 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 5,281 (3,377 ) 1,904 5.2 Proprietary software 4,942 (3,351 ) 1,591 2.5 Website 1,150 (34 ) 1,116 6.5 Training materials 30 (20 ) 10 1.0 Non-compete agreements 137 (94 ) 43 2.0 Leasehold interests 170 (61 ) 109 4.4 Caregiver relationships 312 (252 ) 60 0.7 Customer relationships 8,857 (4,967 ) 3,890 2.9 Total $ 21,121 $ (12,156 ) $ 8,965 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 26, 2015 , the estimated future amortization expense related to intangible assets for future fiscal years was as follows (in thousands): 2015 remaining $ 715 2016 1,954 2017 549 2018 204 2019 145 Thereafter 302 Total $ 3,869 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Equity [Abstract] | |
Summary of Stock-based Compensation in Accompanying Consolidated Statements of Operations | The following table summarizes stock-based compensation in our accompanying condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, Cost of revenue $ 80 $ 58 $ 205 $ 152 Selling and marketing 264 255 711 564 Research and development 303 222 652 426 General and administrative 937 2,212 2,611 3,687 Total stock-based compensation $ 1,584 $ 2,747 $ 4,179 $ 4,829 |
Assumptions Used to Estimate Fair Value of Options Granted | The following table presents the assumptions used to estimate the fair value of options granted during the periods presented: Nine Months Ended September 26, September 27, Risk-free interest rate N/A 1.85 - 1.95% Expected term (years) N/A 6.25 Volatility N/A 46.9 - 55.3% Expected dividend yield N/A — |
Summary of Stock Option and RSU Activity | A summary of stock option and RSU activity for the nine months ended September 26, 2015 was as follows (in thousands for shares and intrinsic value): Stock Options Restricted Stock Units Shares Weighted-Average Remaining Contractual Term (Years) Weighted-Average Exercise Price Aggregate Intrinsic Value Shares Weighted-Average Grant Date Fair Value Outstanding at December 27, 2014 4,270 7.17 $ 6.47 $ 14,373 — $ — Granted (1) — — 1,828 7.60 Settled (RSUs) (142 ) 7.78 Exercised (181 ) 2.35 Canceled and forfeited (285 ) 7.31 (19 ) 7.78 Outstanding at September 26, 2015 3,804 6.73 6.60 $ 4,223 1,667 $ 7.59 Vested and exercisable at September 26, 2015 2,713 6.19 5.04 $ 4,007 — $ — Vested and expected to vest as of September 26, 2015 (2) 3,712 6.69 6.47 $ 4,208 1,216 $ 7.56 ____________________________ (1) For RSUs, includes both time-based and performance-based restricted stock units (2) Options and RSUs expected to vest reflect an estimated forfeiture rate |
Schedule of Stock by Class | As of September 26, 2015 , we had reserved the following shares of common stock for future issuance in connection with the following (in thousands): September 26, 2015 Contingent consideration payable in common stock 106 Options issued and outstanding 3,804 Restricted stock units issued and outstanding 1,667 Common stock available for stock-based award grants under incentive award plans 2,803 Total 8,380 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following equity shares were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, Stock options and RSUs 5,471 4,691 5,471 4,691 Contingent consideration 106 — 106 — |
Segment and Geographical Info25
Segment and Geographical Information (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Segment information for the three and nine months ended September 26, 2015 and September 27, 2014 was as follows (in thousands): Three Months Ended Three Months Ended September 26, 2015 September 27, 2014 CRCM Businesses, Excluding Citrus Lane Citrus Lane Total CRCM Businesses, Excluding Citrus Lane Citrus Lane Total Revenue $ 36,179 $ 2,714 $ 38,893 $ 29,604 $ 2,450 $ 32,054 Adjusted EBITDA (3,096 ) (775 ) (3,871 ) (7,077 ) (1,608 ) (8,685 ) Depreciation and amortization (1,228 ) (67 ) (1,295 ) (1,292 ) (102 ) (1,394 ) Stock-based compensation (1,426 ) (158 ) (1,584 ) (971 ) (1,776 ) (2,747 ) Impairment of goodwill and intangible assets — (9,741 ) (9,741 ) — — — Other charges (84 ) (244 ) (328 ) (1,805 ) (356 ) (2,161 ) Operating loss $ (5,834 ) $ (10,985 ) (16,819 ) $ (11,145 ) $ (3,842 ) (14,987 ) Other expense, net (272 ) (644 ) Loss before income taxes (17,091 ) (15,631 ) Provision for (Benefit from) income taxes 259 (1,178 ) Net Loss $ (17,350 ) $ (14,453 ) Nine Months Ended Nine Months Ended September 26, 2015 September 27, 2014 CRCM Businesses, Excluding Citrus Lane Citrus Lane Total CRCM Businesses, Excluding Citrus Lane Citrus Lane Total Revenue $ 101,131 $ 8,535 $ 109,666 $ 80,711 $ 2,450 $ 83,161 Adjusted EBITDA (11,364 ) (3,234 ) (14,598 ) (23,280 ) (1,608 ) (24,888 ) Depreciation and amortization (4,066 ) (207 ) (4,273 ) (3,812 ) (102 ) (3,914 ) Stock-based compensation (3,721 ) (458 ) (4,179 ) (3,053 ) (1,776 ) (4,829 ) Impairment of goodwill and intangible assets — (9,741 ) (9,741 ) — — — Other charges (275 ) (1,391 ) (1,666 ) (2,946 ) (356 ) (3,302 ) Operating loss $ (19,426 ) $ (15,031 ) (34,457 ) $ (33,091 ) $ (3,842 ) (36,933 ) Other expense, net (976 ) (3,323 ) Loss before income taxes (35,433 ) (40,256 ) Provision for (Benefit from) income taxes 1,164 (384 ) Net Loss $ (36,597 ) $ (39,872 ) |
Schedule of Revenue by Geographic Location | The following table summarizes total revenue generated by our geographic locations (dollars in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, United States $ 36,054 $ 29,450 $ 101,370 $ 76,223 International 2,839 2,604 8,296 6,938 Total revenue $ 38,893 $ 32,054 $ 109,666 $ 83,161 |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other expense, net consisted of the following (in thousands): Three Months Ended Nine Months Ended September 26, September 27, September 26, September 27, Interest income $ — $ 21 $ 25 $ 67 Interest expense 19 (12 ) (1 ) (29 ) Other expense, net (291 ) (653 ) (1,000 ) (3,361 ) Total other expense, net $ (272 ) $ (644 ) $ (976 ) $ (3,323 ) |
Description of Business and S27
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2015 | Jun. 27, 2015 | Mar. 28, 2015 | Sep. 26, 2015 | Sep. 27, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Prior period reclassification adjustments to net cash used in operating activities | $ (6,451) | $ (13,600) | |||
Minimum | |||||
Entity Information [Line Items] | |||||
Fiscal period duration | 364 days | ||||
Maximum | |||||
Entity Information [Line Items] | |||||
Fiscal period duration | 371 days | ||||
Reclassification Adjustment | Restatement Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Prior period reclassification adjustments to net cash used in operating activities | $ 700 | $ (500) | $ 1,200 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Assets: | ||
Total assets | $ 20,401 | $ 15,656 |
Liabilities: | ||
Total liabilities | 7,721 | 17,952 |
Money Market Funds | ||
Assets: | ||
Money market mutual funds | 20,401 | 15,656 |
Level 1 | ||
Assets: | ||
Total assets | 20,401 | 15,656 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money market mutual funds | 20,401 | 15,656 |
Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Money Market Funds | ||
Assets: | ||
Money market mutual funds | 0 | 0 |
Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 7,721 | 17,952 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money market mutual funds | 0 | 0 |
Contingent acquisition consideration | ||
Liabilities: | ||
Contingent acquisition consideration | 7,721 | 17,952 |
Contingent acquisition consideration | Level 1 | ||
Liabilities: | ||
Contingent acquisition consideration | 0 | 0 |
Contingent acquisition consideration | Level 2 | ||
Liabilities: | ||
Contingent acquisition consideration | 0 | 0 |
Contingent acquisition consideration | Level 3 | ||
Liabilities: | ||
Contingent acquisition consideration | $ 7,721 | $ 17,952 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration - Recurring Measurements Classified as Level 3 (Details) - Contingent Acquisition Consideration $ in Thousands | 9 Months Ended |
Sep. 26, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Beginning balance | $ 17,952 |
Increase in fair value included in earnings | 777 |
Contingent acquisition consideration payments | (2,845) |
Transfers out of Level 3 | (8,163) |
Ending balance | $ 7,721 |
Fair Value Measurements - Non-R
Fair Value Measurements - Non-Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 26, 2015 | Sep. 26, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Intangible asset impairment loss | $ 1,700 | |
Goodwill impairment loss | $ 8,000 | $ 8,028 |
Citrus Lane Inc | Fair Value, Measurements, Nonrecurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Intangible asset impairment loss | 1,700 | |
Goodwill impairment loss | $ 8,000 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | Jul. 17, 2014 | Mar. 03, 2014 |
Citrus Lane Inc | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 22.9 | |
Equity consideration, shares | 0.4 | |
Equity consideration, value | $ 3.8 | |
Cash consideration, contingent amount | 16.4 | |
Cash consideration, contingent amount, fair value | $ 14.5 | |
Equity consideration, contingent amount, shares | 0.1 | |
Equity consideration, contingent amount, value | $ 1.1 | |
Consumr, Inc. | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $ 0.6 | |
Purchase price held back | $ 0.1 | |
Period for recognition | 1 year |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Combined Results of Information (Details) - Citrus Lane Inc - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 38,893 | $ 37,069 | $ 109,666 | $ 88,176 |
Net loss | $ (7,611) | $ (17,682) | $ (26,879) | $ (43,101) |
Supplemental Balance Sheet In33
Supplemental Balance Sheet Information - Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | Dec. 27, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 9,019 | $ 9,019 | $ 8,387 | ||
Less accumulated depreciation | (2,296) | (2,296) | (2,064) | ||
Property and equipment, net | 6,723 | 6,723 | 6,323 | ||
Depreciation | 400 | $ 200 | 1,200 | $ 600 | |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,241 | 2,241 | 2,476 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,593 | 1,593 | 1,708 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,375 | 1,375 | 1,066 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 3,810 | $ 3,810 | $ 3,137 |
Supplemental Balance Sheet In34
Supplemental Balance Sheet Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and compensation | $ 4,624 | $ 2,388 |
Tax-related expense | 1,014 | 843 |
Marketing expenses | 10,212 | 3,385 |
Other accrued expenses | 4,447 | 6,116 |
Total accrued expenses and other current liabilities | $ 20,297 | $ 12,732 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Change in Goodwill (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 26, 2015USD ($) | Sep. 26, 2015USD ($) | |
Goodwill | ||
Balance as of December 27, 2014 | $ 68,685 | |
Impairment of goodwill | $ (8,000) | (8,028) |
Effect of currency translation and other | (1,646) | |
Balance as of September 26, 2015 | 59,011 | 59,011 |
Total impairment recognized to date | 41,816 | 41,816 |
CRCM Businesses, Excluding Citrus Lane | ||
Goodwill | ||
Balance as of December 27, 2014 | 60,635 | |
Impairment of goodwill | 0 | |
Effect of currency translation and other | (1,624) | |
Balance as of September 26, 2015 | 59,011 | 59,011 |
Total impairment recognized to date | 0 | 0 |
Citrus Lane | ||
Goodwill | ||
Balance as of December 27, 2014 | 8,050 | |
Impairment of goodwill | (8,028) | |
Effect of currency translation and other | (22) | |
Balance as of September 26, 2015 | 0 | 0 |
Total impairment recognized to date | $ 41,816 | $ 41,816 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 26, 2015 | Dec. 27, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Indefinite lived intangibles | $ 242 | $ 242 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | (14,815) | (12,156) |
Net Carrying Value | 3,869 | |
Total Gross Carrying Value | 18,926 | 21,121 |
Total Accumulated Amortization | (14,815) | (12,156) |
Total Net Carrying Value | 4,111 | 8,965 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4,429 | 5,281 |
Accumulated Amortization | (4,118) | (3,377) |
Net Carrying Value | 311 | 1,904 |
Total Accumulated Amortization | $ (4,118) | $ (3,377) |
Weighted-Average Remaining Life (Years) | 3 years 9 months 18 days | 5 years 2 months 12 days |
Proprietary software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 4,787 | $ 4,942 |
Accumulated Amortization | (3,678) | (3,351) |
Net Carrying Value | 1,109 | 1,591 |
Total Accumulated Amortization | $ (3,678) | $ (3,351) |
Weighted-Average Remaining Life (Years) | 1 year 9 months 18 days | 2 years 6 months |
Website | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 50 | $ 1,150 |
Accumulated Amortization | (42) | (34) |
Net Carrying Value | 8 | 1,116 |
Total Accumulated Amortization | $ (42) | $ (34) |
Weighted-Average Remaining Life (Years) | 10 months 24 days | 6 years 6 months |
Training materials | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 30 | $ 30 |
Accumulated Amortization | (27) | (20) |
Net Carrying Value | 3 | 10 |
Total Accumulated Amortization | $ (27) | $ (20) |
Weighted-Average Remaining Life (Years) | 3 months 18 days | 1 year |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 131 | $ 137 |
Accumulated Amortization | (109) | (94) |
Net Carrying Value | 22 | 43 |
Total Accumulated Amortization | $ (109) | $ (94) |
Weighted-Average Remaining Life (Years) | 1 year 10 months 24 days | 2 years |
Leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 170 | $ 170 |
Accumulated Amortization | (80) | (61) |
Net Carrying Value | 90 | 109 |
Total Accumulated Amortization | $ (80) | $ (61) |
Weighted-Average Remaining Life (Years) | 3 years 7 months 6 days | 4 years 4 months 24 days |
Caregiver relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 291 | $ 312 |
Accumulated Amortization | (286) | (252) |
Net Carrying Value | 5 | 60 |
Total Accumulated Amortization | $ (286) | $ (252) |
Weighted-Average Remaining Life (Years) | 3 months 18 days | 8 months 12 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 8,796 | $ 8,857 |
Accumulated Amortization | (6,475) | (4,967) |
Net Carrying Value | 2,321 | 3,890 |
Total Accumulated Amortization | $ (6,475) | $ (4,967) |
Weighted-Average Remaining Life (Years) | 2 years 10 months 24 days | 2 years 10 months 24 days |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 26, 2015 | Sep. 26, 2015 | Sep. 27, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 3,100 | $ 3,300 | |
Goodwill impairment loss | $ 8,000 | 8,028 | |
Intangible asset impairment loss | 1,700 | ||
Intangible asset impairment loss, cost of revenue | 1,000 | ||
Intangible asset impairment loss, excluding portion allocated to cost of revenue | $ 700 | ||
Depreciation and Amortization | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 2,400 | 2,600 | |
Cost of revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 700 | $ 700 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Intangible Assets - Future Amortization (Details) $ in Thousands | Sep. 26, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 remaining | $ 715 |
2,016 | 1,954 |
2,017 | 549 |
2,018 | 204 |
2,019 | 145 |
Thereafter | 302 |
Net Carrying Value | $ 3,869 |
Stockholders_ Equity - Initial
Stockholders’ Equity - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 29, 2014 | Sep. 26, 2015 |
Class of Stock [Line Items] | ||
Share price (usd per share) | $ 5.03 | |
Offering expenses | $ 2.4 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Convertible preferred stock (shares) | 40,697 | |
Exercise price (usd per share) | $ 1.72 | |
Additional Paid-In Capital | ||
Class of Stock [Line Items] | ||
Net proceeds from issuance of common stock upon initial public offering | $ 94.8 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Shares of common stock issued in initial public offering | 6,152,500 | |
Shares of common stock sold, underwriters' option | 802,500 | |
Share price (usd per share) | $ 17 | |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Convertible preferred stock warrants (shares) | 21,490,656 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Stock-based Compensation in Accompanying Consolidated Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,584 | $ 2,747 | $ 4,179 | $ 4,829 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 80 | 58 | 205 | 152 |
Selling and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 264 | 255 | 711 | 564 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 303 | 222 | 652 | 426 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 937 | $ 2,212 | $ 2,611 | $ 3,687 |
Stockholders_ Equity - Share Ba
Stockholders’ Equity - Share Based Compensation Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 26, 2015 | Sep. 26, 2015 | Sep. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (usd per share) | $ 5.03 | $ 5.03 | |
Performance-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units granted (shares) | 200,000 | ||
Award vesting rights, percentage | 100.00% | ||
Award vesting period | 4 years | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units granted (shares) | 1,828,000 | 0 | |
Purchase price for vested RSUs (usd per share) | $ 0.001 | $ 0.001 | |
Weighted average grant date fair value, vested RSUs (usd per share) | $ 7.78 | ||
Total fair value of vested RSUs | $ 1.1 | ||
Unrecognized compensation cost | $ 8.7 | $ 8.7 | |
Unrecognized compensation cost, period for recognition | 3 years 6 months | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (shares) | 0 | 1,500,000 | |
Weighted average exercise price (usd per share) | $ 0 | $ 11.78 | |
The aggregate fair value of the options vested | 1.1 | $ 3 | |
Unrecognized compensation cost | 5.2 | $ 5.2 | |
Unrecognized compensation cost, period for recognition | 2 years | ||
Stock options and RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options exercised and RSUs vested | $ 0.6 | $ 2 | |
2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (shares) | 2,802,948 | 2,802,948 | |
Employees And Directors | Time-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units granted (shares) | 1,600,000 |
Stockholders_ Equity - Stock Op
Stockholders’ Equity - Stock Options, Valuation Assumptions (Details) | 9 Months Ended |
Sep. 27, 2014 | |
Equity [Abstract] | |
Risk-free interest rate, minimum | 1.85% |
Risk-free interest rate, maximum | 1.95% |
Expected term (years) | 6 years 3 months |
Volatility, minimum | 46.90% |
Volatility, maximum | 55.30% |
Expected dividend yield | 0.00% |
Stockholders_ Equity - Summar43
Stockholders’ Equity - Summary of Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | Dec. 27, 2014 | |
Employee Stock Option | |||
Stock Options, Number of Shares | |||
Outstanding at December 27, 2014 (shares) | 4,270,000 | ||
Granted (shares) | 0 | 1,500,000 | |
Exercised (shares) | (181,000) | ||
Canceled and forfeited (shares) | (285,000) | ||
Outstanding at September 26, 2015 (shares) | 3,804,000 | 4,270,000 | |
Options vested and exercisable at end of period (shares) | 2,713,000 | ||
Options vested and expected to vest at end of period (shares) | 3,712,000 | ||
Stock Options, Additional Disclosures | |||
Options outstanding, weighted average remaining contractual term, beginning of period | 6 years 8 months 23 days | 7 years 2 months 1 day | |
Options outstanding, weighted average remaining contractual term, end of period | 6 years 8 months 23 days | 7 years 2 months 1 day | |
Options vested and exercisable at end of period, Weighted Average Remaining Contractual Term | 6 years 2 months 9 days | ||
Options vested and expected to vest at end of period, Weighted Average Remaining Contractual Term | 6 years 8 months 9 days | ||
Stock Options, Weighted-Average Exercise Price (usd per share) | |||
Outstanding at December 27, 2014 (usd per share) | $ 6.47 | ||
Granted (usd per share) | 0 | $ 11.78 | |
Exercised (usd per share) | 2.35 | ||
Canceled and forfeited (usd per share) | 7.31 | ||
Outstanding at September 26, 2015 (usd per share) | 6.60 | $ 6.47 | |
Options vested and exercisable, weighted average exercise price (usd per share) | 5.04 | ||
Options vested and expected to vest, weighted average exercise price (usd per share) | $ 6.47 | ||
Stock Options, Aggregate Intrinsic Value | |||
Options, outstanding, aggregate intrinsic value, beginning of period | $ 14,373 | ||
Options, outstanding, aggregate intrinsic value, end of period | 4,223 | $ 14,373 | |
Options vested and exercisable at end of period, Aggregate Intrinsic Value | 4,007 | ||
Options vested and expected to vest at end of period, Aggregate Intrinsic Value | $ 4,208 | ||
Restricted Stock Units (RSUs) | |||
Restricted Stock Units, Number of Shares | |||
Outstanding at December 27, 2014 (shares) | 0 | ||
Granted (shares) | 1,828,000 | 0 | |
Settled (RSUs) (shares) | (142,000) | ||
Canceled and forfeited (shares) | (19,000) | ||
Outstanding at September 26, 2015 (shares) | 1,667,000 | 0 | |
Vested and expected to vest at end of period (shares) | 1,216,000 | ||
Restricted Stock Units, Weighted Average Grant Date Fair Value (usd per share) | |||
Outstanding at December 27, 2014 (usd per share) | $ 0 | ||
Granted (usd per share) | 7.60 | ||
Settled (RSUs) (usd per share) | 7.78 | ||
Canceled and forfeited (usd per share) | 7.78 | ||
Outstanding at September 26, 2015 (usd per share) | 7.59 | $ 0 | |
Vested and expected to vest at end of period (usd per share) | $ 7.56 |
Stockholders_ Equity - Shares R
Stockholders’ Equity - Shares Reserved for Issuance (Details) - shares shares in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Class of Stock [Line Items] | ||
Total shares of common stock reserved for future issuance | 8,380 | |
Employee Stock Option | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved for future issuance | 2,803 | |
Options issued and outstanding | 3,804 | 4,270 |
Restricted Stock Units (RSUs) | ||
Class of Stock [Line Items] | ||
Restricted stock units issued and outstanding | 1,667 | 0 |
Convertible Common Stock, Series E | Contingent acquisition consideration | ||
Class of Stock [Line Items] | ||
Total shares of common stock reserved for future issuance | 106 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Stock options and RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 5,471 | 4,691 | 5,471 | 4,691 |
Contingent consideration | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 106 | 0 | 106 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 259 | $ (1,178) | $ 1,164 | $ (384) |
Segment and Geographical Info47
Segment and Geographical Information - Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 38,893 | $ 32,054 | $ 109,666 | $ 83,161 |
Adjusted EBITDA | (3,871) | (8,685) | (14,598) | (24,888) |
Depreciation and amortization | (1,295) | (1,394) | (4,273) | (3,914) |
Stock-based compensation | (1,584) | (2,747) | (4,179) | (4,829) |
Impairment of goodwill and intangible assets | (9,741) | 0 | (9,741) | 0 |
Other charges | (328) | (2,161) | (1,666) | (3,302) |
Operating loss | (16,819) | (14,987) | (34,457) | (36,933) |
Other expense, net | (272) | (644) | (976) | (3,323) |
Loss before income taxes | (17,091) | (15,631) | (35,433) | (40,256) |
Provision for (Benefit from) income taxes | 259 | (1,178) | 1,164 | (384) |
Net loss | (17,350) | (14,453) | (36,597) | (39,872) |
CRCM Businesses, Excluding Citrus Lane | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 36,179 | 29,604 | 101,131 | 80,711 |
Adjusted EBITDA | (3,096) | (7,077) | (11,364) | (23,280) |
Depreciation and amortization | (1,228) | (1,292) | (4,066) | (3,812) |
Stock-based compensation | (1,426) | (971) | (3,721) | (3,053) |
Impairment of goodwill and intangible assets | 0 | 0 | 0 | 0 |
Other charges | (84) | (1,805) | (275) | (2,946) |
Operating loss | (5,834) | (11,145) | (19,426) | (33,091) |
Citrus Lane | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,714 | 2,450 | 8,535 | 2,450 |
Adjusted EBITDA | (775) | (1,608) | (3,234) | (1,608) |
Depreciation and amortization | (67) | (102) | (207) | (102) |
Stock-based compensation | (158) | (1,776) | (458) | (1,776) |
Impairment of goodwill and intangible assets | (9,741) | 0 | (9,741) | 0 |
Other charges | (244) | (356) | (1,391) | (356) |
Operating loss | $ (10,985) | $ (3,842) | $ (15,031) | $ (3,842) |
Segment and Geographical Info48
Segment and Geographical Information - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 38,893 | $ 32,054 | $ 109,666 | $ 83,161 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 36,054 | 29,450 | 101,370 | 76,223 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 2,839 | $ 2,604 | $ 8,296 | $ 6,938 |
Segment and Geographical Info49
Segment and Geographical Information - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 26, 2015USD ($)subsegmentsegment | Dec. 27, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Number of reportable segments | segment | 2 | |
Assets | $ 146,218 | $ 173,104 |
CRCM Businesses, Excluding Citrus Lane | ||
Segment Reporting Information [Line Items] | ||
Number of segment components | subsegment | 2 | |
Assets | $ 142,300 | 163,100 |
Citrus Lane | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 3,900 | $ 10,000 |
Other Expense, Net (Details)
Other Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 0 | $ 21 | $ 25 | $ 67 |
Interest expense | 19 | (12) | (1) | (29) |
Other expense, net | (291) | (653) | (1,000) | (3,361) |
Total other expense, net | $ (272) | $ (644) | $ (976) | $ (3,323) |