Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 25, 2016 | Jul. 21, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 25, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CRCM | |
Entity Registrant Name | Care.com Inc | |
Entity Central Index Key | 1,412,270 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 28,600,609 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 55,617 | $ 61,240 |
Accounts receivable (net of allowance of $88 and $125, respectively) | 3,165 | 3,107 |
Unbilled accounts receivable | 4,044 | 3,595 |
Prepaid expenses and other current assets | 3,629 | 2,599 |
Current assets of discontinued operations | 212 | 439 |
Total current assets | 66,667 | 70,980 |
Property and equipment, net | 5,611 | 6,371 |
Intangible assets, net | 2,331 | 3,389 |
Goodwill | 58,866 | 58,631 |
Other non-current assets | 2,596 | 3,098 |
Non-current assets of discontinued operations | 0 | 9 |
Total assets | 136,071 | 142,478 |
Current liabilities: | ||
Accounts payable | 3,703 | 3,189 |
Accrued expenses and other current liabilities | 15,614 | 12,413 |
Deferred revenue | 14,895 | 13,435 |
Current liabilities of discontinued operations | 206 | 17,883 |
Total current liabilities | 34,418 | 46,920 |
Deferred tax liability | 3,704 | 3,166 |
Other non-current liabilities | 4,639 | 4,140 |
Total liabilities | 42,761 | 54,226 |
Contingencies | 0 | 0 |
Preferred Stock, $0.001 par value; 5,000 shares authorized, no shares issued | ||
Common stock, $0.001 par value; 300,000 shares authorized; 32,287 and 32,276 shares issued and outstanding, respectively | 32 | 32 |
Additional paid-in capital | 285,018 | 283,669 |
Accumulated deficit | (191,518) | (194,854) |
Accumulated other comprehensive loss | (222) | (595) |
Treasury stock, at cost (478 shares at June 25, 2016) | 0 | 0 |
Total stockholders' equity | 93,310 | 88,252 |
Total liabilities and stockholders' equity | $ 136,071 | $ 142,478 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
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 | 32,287,000 | 32,276,000 |
Common stock, shares outstanding | 32,287,000 | 32,276,000 |
Preferred stock, par value, in dollars per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Allowance for accounts receivable | $ 88 | $ 125 |
Treasury stock, shares | 478,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 38,184 | $ 32,902 | $ 77,450 | $ 64,952 |
Cost of revenue | 7,619 | 6,630 | 14,861 | 12,902 |
Operating expenses: | ||||
Selling and marketing | 18,561 | 18,096 | 38,028 | 38,453 |
Research and development | 5,036 | 5,022 | 9,911 | 9,631 |
General and administrative | 7,933 | 7,477 | 15,752 | 15,101 |
Depreciation and amortization | 947 | 1,225 | 1,919 | 2,456 |
Restructuring charges | 714 | 0 | 714 | 0 |
Total operating expenses | 33,191 | 31,820 | 66,324 | 65,641 |
Operating loss | (2,626) | (5,548) | (3,735) | (13,591) |
Other (expense) income, net | (129) | 487 | (143) | (704) |
Loss from continuing operations before income taxes | (2,755) | (5,061) | (3,878) | (14,295) |
Provision for income taxes | 620 | 345 | 620 | 905 |
Loss from continuing operations | (3,375) | (5,406) | (4,498) | (15,200) |
(Loss) income from discontinued operations, net of tax | (44) | (1,831) | 7,834 | (4,047) |
Net income (loss) | $ (3,419) | $ (7,237) | $ 3,336 | $ (19,247) |
Net (loss) income per share (Basic): | ||||
Income (loss) from continuing operations, basic (in dollars per share) | $ (0.11) | $ (0.17) | $ (0.14) | $ (0.48) |
Income (loss) from discontinued operations, basic (in dollars per share) | 0 | (0.06) | 0.24 | (0.13) |
Net income (loss) per share, basic (in dollars per share) | (0.11) | (0.23) | 0.10 | (0.61) |
Net (loss) income per share (Diluted): | ||||
Income (loss) from continuing operations, diluted (in dollars per share) | (0.11) | (0.17) | (0.13) | (0.48) |
Income (loss) from discontinued operations, diluted (in dollars per share) | 0 | (0.06) | 0.23 | (0.13) |
Net income (loss) per share, diluted (in dollars per share) | $ (0.11) | $ (0.23) | $ 0.10 | $ (0.61) |
Weighted-average shares outstanding: | ||||
Weighted average number of shares outstanding, basic | 32,136 | 31,981 | 32,183 | 31,872 |
Weighted average number of shares outstanding, diluted | 32,136 | 31,981 | 34,082 | 31,872 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (3,419) | $ (7,237) | $ 3,336 | $ (19,247) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | 55 | 72 | 373 | (932) |
Comprehensive (loss) income | $ (3,364) | $ (7,165) | $ 3,709 | $ (20,179) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Cash flows from operating activities | ||
Net income (loss) | $ 3,336 | $ (19,247) |
(Loss) income from discontinued operations, net of tax | 7,834 | (4,047) |
Loss from continuing operations | (4,498) | (15,200) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 3,014 | 2,294 |
Depreciation and amortization | 2,314 | 2,837 |
Deferred taxes | 538 | 801 |
Foreign currency remeasurement loss | 200 | 684 |
Other non-cash operating expenses (income) | (78) | 7 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (68) | (382) |
Unbilled accounts receivable | (449) | (451) |
Prepaid expenses and other current assets | (508) | 975 |
Other non-current assets | (14) | (13) |
Accounts payable | 514 | (3,138) |
Accrued expenses and other current liabilities | 3,014 | 3,033 |
Deferred revenue | 1,452 | 1,905 |
Other non-current liabilities | 610 | 400 |
Net cash provided by (used in) operating activities by continuing operations | 6,041 | (6,248) |
Net cash provided by (used in) operating activities | 2,481 | (4,035) |
Net cash provided by (used in) operating activities by continuing operations | 8,522 | (10,283) |
Cash flows from investing activities | ||
Purchases of property and equipment | (84) | (3,979) |
Payments for acquisitions, net of cash acquired | (420) | 0 |
Cash withheld for purchase consideration | 0 | 73 |
Net cash used in investing activities by continuing operations | (504) | (3,906) |
Net cash used in investing activities by discontinued operations | 0 | (2) |
Net cash used in investing activities by continuing operations | (504) | (3,908) |
Cash flows from financing activities | ||
Proceeds from exercise of common stock options | 925 | 611 |
Payments of contingent consideration previously established in purchase accounting | 0 | (1,840) |
Net cash provided by (used in) financing activities by continuing operations | 925 | (1,229) |
Net cash used in financing activities by discontinued operations | (14,510) | 0 |
Net cash used in financing activities | (13,585) | (1,229) |
Effect of exchange rate changes on cash and cash equivalents | (56) | 34 |
Net decrease in cash and cash equivalents | (5,623) | (15,386) |
Cash and cash equivalents, beginning of the period | 61,240 | 71,881 |
Cash and cash equivalents, end of the period | 55,617 | 56,495 |
Supplemental disclosure of cash flow activities | ||
Cash paid for taxes | 177 | 26 |
Supplemental disclosure of non-cash operating, investing and financing activities | ||
Unpaid purchases of property and equipment | 17 | 33 |
Issuance of common stock in connection with acquisitions | 0 | 4,878 |
Unpaid deferred offering costs | 329 | 0 |
Fair value of common shares received from legal settlement (Note 3) | $ 2,593 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 25, 2016 | |
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 payment solutions enable families to pay caregivers electronically online or via their mobile device and 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. 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 negative 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 engagement and usage of our existing and new products; protection of our brand; retention of qualified employees and key personnel; management of our growth; scaling and adaptation of existing technology and network infrastructure; competition in our market; performance of acquisitions and investments; protection of our intellectual property; protection of customers’ information and privacy concerns; security measures related to our website; and access to 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 26, 2015 , filed on March 1, 2016. There have been no material changes in our significant accounting policies for the three and six months ended June 25, 2016 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 26, 2015 . The condensed consolidated balance sheet as of December 26, 2015 , 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 2016 or any future period. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, after elimination of all intercompany balances and transactions. We have prepared the accompanying financial statements in conformity with GAAP. 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 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. There were no material recognized subsequent events recorded in the condensed consolidated financial statements as of and for the three and six months ended June 25, 2016 . Please refer to Note 13 for further detail on subsequent events. Recently Issued and Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation- Stock Compensation (Topic 718) . The guidance changes how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize income tax effects of awards in the income statement when the awards vest or are settled. The guidance also allows an employer to repurchase more of an employee's shares than it can today for tax withholding purposes providing for withholding at the employee's maximum rate as opposed to the minimum rate without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The updated guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2018. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-09 on our consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires an entity to recognize a right-of-use asset and a lease liability for virtually all of its leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The guidance is effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial position and results of operations. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the requirement for entities to separate deferred income tax liabilities and assets into current and non-current amounts in the balance sheet. Rather, it requires that deferred tax assets and liabilities are classified as non-current in the balance sheet. We adopted this standard prospectively for the year-ended December 26, 2015. The adoption of this standard has no effect on our statements of consolidated operations and cash flows. In September 2015, the FASB released ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. There were no measurement period adjustments for which this guidance would apply. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which amends ASC 350 . 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 adopted this standard in the first quarter on a prospective basis. The adoption of this standard has no effect on our statements of operations and cash flows in the quarter ended June 25, 2016. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)-Amendments to the Consolidation Analysis, 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. The adoption of this standard has no effect on our consolidated statements of operations and cash flows. 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 effect 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 , 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 , 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 full retrospective or modified retrospective approach. 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 | 6 Months Ended |
Jun. 25, 2016 | |
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 June 25, 2016 and December 26, 2015 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands): June 25, 2016 December 26, 2015 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 $ 22,879 $ — $ — $ 22,879 $ 25,420 $ — $ — $ 25,420 Total assets $ 22,879 $ — $ — $ 22,879 $ 25,420 $ — $ — $ 25,420 Liabilities: Contingent acquisition consideration (included in current liabilities of discontinued operations) $ — $ — $ — $ — $ 8,163 $ — $ 7,878 $ 16,041 Total liabilities $ — $ — $ — $ — $ 8,163 $ — $ 7,878 $ 16,041 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): June 25, 2016 Contingent Acquisition Beginning balance (December 26, 2015) $ 7,878 Decrease in fair value included in earnings (441 ) Contingent acquisition consideration payments (7,437 ) Ending balance $ — During the first quarter of fiscal 2016, we entered into a settlement agreement with the previous shareholders of Citrus Lane. The settlement agreement relates to our acquisition of Citrus Lane and the merger agreement pursuant to which the acquisition was consummated. Under the terms of the settlement agreement, we paid the previous shareholders of Citrus Lane $15.6 million of contingent consideration payments that were valued at $16.0 million as of December 26, 2015 ( $16.4 million was the undiscounted value at the time of the acquisition) that was otherwise payable to them in the event Citrus Lane achieved certain milestones in 2015 and 2016. Refer to Note 3 for further discussion on the impact of the settlement in the first quarter of 2016. 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. In the three and six months ended June 25, 2016 and June 27, 2015 , no significant remeasurements were necessary. 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. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 25, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations During the third quarter of fiscal 2015 we made the decision to exit the Citrus Lane business through either a sale or wind-down as it was no longer a strategic priority. In the fourth quarter of fiscal 2015, we made the decision to shut down the business and had substantially completed our plans for exiting the business. As such, financial results of Citrus Lane have been presented within income (loss) from discontinued operations, net of tax on the consolidated statements of operations for the three and six months ended June 25, 2016 and June 27, 2015 . Assets and liabilities of Citrus Lane to be disposed of are presented as assets from discontinued operations and liabilities from discontinued operations on the consolidated balance sheets as of June 25, 2016 and December 26, 2015 . In February 2016, we entered into a settlement agreement with the previous shareholders of Citrus Lane. The settlement agreement related to our acquisition of Citrus Lane and the merger agreement pursuant to which the acquisition was consummated. Under the terms of the settlement agreement, we paid the previous shareholders of Citrus Lane $15.6 million in contingent consideration payments that were valued at $16.0 million as of December 26, 2015 ( $16.4 million was the undiscounted value at the time of the acquisition) that was otherwise payable to them in the event Citrus Lane achieved certain milestones in 2015 and 2016. In exchange, the former shareholders forfeited the $5.0 million in original cash consideration that was being held in an escrow account, as well as the 0.4 million shares of common stock issued at closing (valued at $2.0 million as of the February 2016 settlement date and $3.9 million as of the original closing date) and 0.1 million shares of common stock which was subject to the achievement of certain milestones in 2015 and 2016 (valued at $0.6 million as of the February 2016 settlement date and $1.1 million as of the original closing date) offered as part of the deal consideration. We recorded the receipt of these shares a Treasury Stock with a cost of $0 on the condensed consolidated balance sheet as of June 25, 2016 . As a result of this settlement, and based on our assessment that there was not a clear and direct link to the original consideration transferred at the acquisition date, we have recognized a gain within income (loss) from discontinued operations on the consolidated statements of operations for the six months ended June 25, 2016 of $8.0 million . The following table presents financial results of the Citrus Lane business included in income (loss) from discontinued operations, net of tax for the six months ended June 25, 2016 and June 27, 2015 (in thousands): Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, Revenue $ 19 $ 2,750 $ 101 $ 5,821 Cost of revenue 3 2,594 97 5,870 Operating expenses: Selling and marketing 13 627 54 1,311 Research and development — 383 11 789 General and administrative 47 951 (7,903 ) 1,828 Depreciation and amortization — 26 8 70 Operating (loss) income (44 ) (1,831 ) 7,834 (4,047 ) Other expense, net — — — — (Loss) income from discontinued operations before income taxes (44 ) (1,831 ) 7,834 (4,047 ) Provision for income tax — — — — Net (loss) income from discontinued operations $ (44 ) $ (1,831 ) $ 7,834 $ (4,047 ) The major components of current assets and current liabilities of the Citrus Lane business were as follows (in thousands): June 25, 2016 December 26, 2015 Assets Accounts receivable $ 152 $ 92 Prepaid expenses and other current assets 60 28 Inventory — 319 Total current assets 212 439 Property and equipment, net — 9 Total assets $ 212 $ 448 Liabilities Accounts payable $ — $ 435 Accrued expenses and other liabilities 206 1,325 Deferred revenue — 82 Current contingent acquisition consideration — 16,041 Total liabilities $ 206 $ 17,883 |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 6 Months Ended |
Jun. 25, 2016 | |
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): June 25, December 26, Computer equipment $ 2,302 $ 2,236 Furniture and fixtures 1,571 1,611 Software 1,374 1,374 Leasehold improvements 3,854 3,847 Total 9,101 9,068 Less accumulated depreciation (3,490 ) (2,697 ) Property and equipment, net $ 5,611 $ 6,371 Depreciation expense for the three months ended June 25, 2016 and June 27, 2015 was $0.4 million and $0.4 million , respectively, and for the six months ended June 25, 2016 and June 27, 2015 was $0.8 million and $0.8 million , respectively. The following table presents the detail of accrued expenses and other current liabilities for the periods presented (in thousands): June 25, December 26, Payroll and compensation $ 4,166 $ 5,167 Marketing expenses 7,110 3,451 Other accrued expenses 4,338 3,795 Total accrued expenses and other current liabilities $ 15,614 $ 12,413 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 25, 2016 | |
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): Balance as of December 26, 2015 $ 58,631 Effect of currency translation 235 Balance as of June 25, 2016 $ 58,866 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) June 25, 2016 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,424 (4,177 ) 247 3.0 Proprietary software 5,193 (4,215 ) 978 1.6 Website 50 (49 ) 1 0.1 Training materials 30 (30 ) — 0.0 Non-compete agreements 131 (118 ) 13 1.1 Leasehold interests 170 (98 ) 72 2.9 Caregiver relationships 289 (289 ) — 0.0 Customer relationships 8,790 (8,012 ) 778 5.5 Total $ 19,319 $ (16,988 ) $ 2,331 December 26, 2015 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,417 (4,133 ) 284 3.5 Proprietary software 4,751 (3,802 ) 949 1.6 Website 50 (44 ) 6 0.6 Training materials 30 (30 ) — 0.0 Non-compete agreements 130 (111 ) 19 1.6 Leasehold interests 170 (86 ) 84 3.4 Caregiver relationships 285 (285 ) — 0.0 Customer relationships 8,782 (6,977 ) 1,805 3.1 Total $ 18,857 $ (15,468 ) $ 3,389 Amortization expense was $1.5 million and $2.1 million for the six months ended June 25, 2016 and June 27, 2015 , respectively. Of these amounts, $1.1 million and $1.7 million was classified as a component of depreciation and amortization, and $0.4 million and $0.4 million was classified as a component of cost of revenue in the condensed consolidated statements of operations for the six months ended June 25, 2016 and June 27, 2015 , respectively. As of June 25, 2016 , the estimated future amortization expense related to intangible assets for future fiscal years was as follows (in thousands): 2016 remaining $ 608 2017 688 2018 343 2019 145 2020 96 Thereafter 209 Total $ 2,089 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 25, 2016 | |
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, 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 | 6 Months Ended |
Jun. 25, 2016 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Stock-Based Compensation The following table summarizes stock-based compensation in our accompanying condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended June 25, 2016 June 27, 2015 June 25, 2016 June 27, 2015 Cost of revenue $ 79 $ 60 $ 154 $ 96 Selling and marketing 229 269 414 412 Research and development 279 242 509 315 General and administrative 1,059 897 1,937 1,471 (Loss) income from discontinued operations 3 189 8 301 Total stock-based compensation $ 1,649 $ 1,657 $ 3,022 $ 2,595 Pursuant to our 2014 Incentive Award Plan (the “2014 Plan”), during the six months ended June 25, 2016 , we granted 0.6 million restricted stock units (RSUs) to certain employees and directors and 0.5 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 2016. If those targets are reached, the award will vest over a four -year period retroactive to March 2016 as continued services are performed. Management is recognizing expense straight-line over the required service period based on its estimate of the 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 RSU grants was $7.37 and $1.9 million , respectively, for the six months ended June 25, 2016 . During the six months ended June 27, 2015 , 1.7 million RSUs were granted to employees. During the six months ended June 25, 2016 , we granted 1.4 million stock options to certain employees and directors at a weighted average grant-date fair value per share of $6.68 . During the six months ended June 27, 2015 , no stock options were granted to employees. The following table presents the assumptions used to estimate the fair value of options granted during the periods presented: Six Months Ended June 25, June 27, Risk-free interest rate 1.3 - 1.6% N/A Expected term (years) 6.25 N/A Volatility 38.23% N/A Expected dividend yield — N/A A summary of stock option and RSU activity for the six months ended June 25, 2016 was as follows (in thousands for shares and intrinsic value): 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 as of December 26, 2015 3,482 5.93 $ 6.52 $ 8,891 1,306 $ 7.42 Granted (1) 1,352 $ 6.68 1,106 6.66 Settled (RSUs) — — (254 ) 7.37 Exercised (235 ) $ 3.95 — — Canceled and forfeited (147 ) $ 11.54 (94 ) 6.88 Outstanding as of June 25, 2016 4,452 6.97 $ 6.53 $ — 2,064 $ — Vested and exercisable as of June 25, 2016 2,749 5.64 $ 5.55 $ 11,316 N/A N/A Vested and expected to vest as of June 25, 2016 (2) 4,189 6.82 $ 6.47 $ 13,842 1,345 $ 7.15 ____________________________ (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 June 24, 2016 , the final trading day of the six months ended June 25, 2016 , was $8.68 . The total intrinsic value of options exercised and RSUs vested was approximately $2.7 million for the six months ended June 25, 2016 . The aggregate fair value of the options that vested during the six months ended June 25, 2016 was $1.3 million . As of June 25, 2016 , total unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock options and RSUs was approximately $4.9 million and $9.3 million , respectively, which is expected to be recognized over a weighted-average period of 3.0 years and 3.1 years, respectively, to the extent they are probable of vesting. As of June 25, 2016 , we had 2,412,066 shares available for grant under the 2014 Plan. Common Stock As of June 25, 2016 , we had reserved the following shares of common stock for future issuance in connection with the following (in thousands): June 25, 2016 Options issued and outstanding 4,451,790 Restricted stock units issued and outstanding 2,063,741 Common stock available for stock-based award grants under incentive award plans 2,412,066 Total 8,927,597 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 25, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | et (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share is computed by dividing net (loss) income 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 calculations of basic and diluted net income per share and basic and dilutive weighted-average shares outstanding for the three and six months ended June 25, 2016 and June 27, 2015 were as follows: Three Months Ended Six Months Ended June 25, 2016 June 27, 2015 June 25, 2016 June 27, 2015 Loss from continuing operations $ (3,375 ) $ (5,406 ) $ (4,498 ) $ (15,200 ) (Loss) income from discontinued operations (44 ) (1,831 ) 7,834 (4,047 ) Net (loss) income $ (3,419 ) $ (7,237 ) $ 3,336 $ (19,247 ) Weighted-average shares outstanding 32,136 31,981 32,183 31,872 Dilutive impact from: Options outstanding — — 1,052 — Restricted stock units — — 847 — Dilutive weighted-average shares outstanding 32,136 31,981 34,082 31,872 Net (loss) income per share (Basic): Loss from continuing operations $ (0.11 ) $ (0.17 ) $ (0.14 ) $ (0.48 ) (Loss) income from discontinued operations — (0.06 ) 0.24 (0.13 ) Net (loss) income per share $ (0.11 ) $ (0.23 ) $ 0.10 $ (0.61 ) Net (loss) income per share (Diluted): Loss from continuing operations $ (0.11 ) $ (0.17 ) $ (0.13 ) $ (0.48 ) (Loss) income from discontinued operations — (0.06 ) 0.23 (0.13 ) Net (loss) income per share $ (0.11 ) $ (0.23 ) $ 0.10 $ (0.61 ) The following equity shares were excluded from the calculation of diluted net loss per share from continuing operations because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, Stock options 4,452 3,835 617 3,835 Restricted stock units 2,064 1,633 1,217 1,633 Contingent consideration — 106 — 106 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 25, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded income tax expense of $0.6 million and $0.3 million for the three months ended June 25, 2016 and June 27, 2015 , respectively, and $0.6 million and $0.9 million for the six months ended June 25, 2016 and June 27, 2015 , respectively. The tax provision recorded for the three and six months ended June 25, 2016 related to the amortization of goodwill associated with the acquisition of Care.com HomePay for tax purposes, for which there is no corresponding book deduction, and certain state taxes based on operating income that are payable without regard to tax loss carryforwards. Our tax provision for the three and six months ended June 27, 2015 related to the amortization of Care.com HomePay goodwill for tax purposes for which there is no corresponding book deduction, and certain state taxes based on operating income that are payable without regard to our tax loss carry forwards. |
Segment and Geographical Inform
Segment and Geographical Information | 6 Months Ended |
Jun. 25, 2016 | |
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. The CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Prior to our decision to exit the Citrus Lane business in fiscal 2015, we had determined that we had two operating and reporting segments, CRCM Businesses, Excluding Citrus Lane and Citrus Lane. Subsequent to our decision to exit the Citrus Lane business, we have concluded that we have a single operating and reportable segment. 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 Six Months Ended June 25, June 27, June 25, June 27, United States $ 34,789 $ 30,429 $ 70,700 $ 60,213 International 3,395 2,473 6,750 4,739 Total revenue $ 38,184 $ 32,902 $ 77,450 $ 64,952 Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, (As a percentage of revenue) United States 91 % 92 % 91 % 93 % International 9 % 8 % 9 % 7 % Total revenue 100 % 100 % 100 % 100 % 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. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 25, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges On April 14, 2016, we entered into a sublease agreement to lease approximately 10,362 square feet of our 108,743 square foot headquarters facility located in Waltham, Massachusetts. During the quarter ended June 25, 2016, we recorded a $0.5 million sublease loss liability and related expenses of $0.2 million for the expected loss on the sublease, in accordance with ASC 840-20 Leases , because the monthly payments we expect to receive under the sublease are less than the amounts that we will owe the lessor for the sublease space. The sublease term is less than the remaining term under the original lease, and thus we do not believe we have met a cease use date as we may re-enter the space following the sublease. The fair value of the liability was determined using the estimated future net cash flows, consisting of the minimum lease payments to the lessor for the sublease space and payments we will receive under the sublease. The sublease loss was recorded as part of restructuring expense in the consolidated statement of operations in the three and six months ended June 25, 2016. |
Other (Expense) Income, Net
Other (Expense) Income, Net | 6 Months Ended |
Jun. 25, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Other (Expense) Income, Net Other (expense) income, net consisted of the following (in thousands): Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, Interest income $ 55 $ 52 $ 71 $ 86 Interest expense (1 ) (54 ) (2 ) (82 ) Other expense, net (183 ) 489 (212 ) (708 ) Total (expense) income, net $ (129 ) $ 487 $ (143 ) $ (704 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 25, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On June 29, 2016, we announced our entry into an Investment Agreement with Google Capital 2016, L.P. (“Google Capital”) relating to the issuance and sale (the “Transaction”) to Google Capital of 46,350 shares of the Company’s Convertible Preferred Stock, Series A, par value $0.001 per share (the “Convertible Preferred Stock”), for an aggregate purchase price of $46.35 million , or $1,000 per share. The Transaction closed on June 29, 2016. We utilized a portion of the proceeds from the Transaction to repurchase an aggregate of 3,700,000 shares of common stock at a price of $8.25 per share from Matrix Partners VII, L.P. and Weston & Co. VII LLC. This repurchase also closed on June 29, 2016. The Convertible Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Convertible Preferred Stock has a liquidation preference of $1,000 per share (equal to the original issuance price) plus all accrued and unpaid dividends. Holders of Convertible Preferred Stock are entitled to a cumulative dividend at a rate of 5.50% per annum during the period from the date of the issuance of the Convertible Preferred Stock (the “Closing Date”) to the seventh anniversary of the Closing Date, payable semi-annually in arrears. Dividends shall be paid in additional Liquidation Preference (as defined in the Certificate of Designations) per share of Convertible Preferred Stock. The Convertible Preferred Stock is convertible at the option of the holders at any time into shares of common stock at an initial conversion price of $10.50 per share, which rate will be subject to adjustment upon the occurrence of certain events. At any time after the seventh anniversary of the Closing Date, and if between the fifth anniversary and the seventh anniversary of the Closing Date, the consolidated closing price of the common stock equals or exceeds 150% of the then prevailing Conversion Price (as defined in the Certificate of Designations) for at least 20 trading days in any period of 30 consecutive trading days, including the last trading day of such 30 -day period, then following such time, all or some of the Convertible Preferred Stock may be converted, at the election of the Company, into the relevant number of shares of common stock. At our option, at any time after the seventh anniversary of the Closing Date, all of the Convertible Preferred Stock may be redeemed by us at the then current Liquidation Preference plus accrued and unpaid dividends after giving the holders of Convertible Preferred Stock the ability to convert their shares into common stock at the then current Conversion Price. At any point after the seventh anniversary of the Closing Date, each holder of the Convertible Preferred Stock may cause the Company to redeem all of such holder’s Convertible Preferred Stock at the then current Liquidation Preference plus accrued and unpaid dividends. Holders of Convertible Preferred Stock will be entitled to vote with the holders of common stock on an as-converted basis. Upon certain change of control events involving the Company, holders of Convertible Preferred Stock can elect to either (1) convert the Convertible Preferred Stock into common stock at the then current Conversion Price or (2) require us to redeem the Convertible Preferred Stock for 150% of the then current Liquidation Preference plus accrued and unpaid dividends, provided that in the case of a change of control event in which the common stock is converted into or canceled for cash or publicly traded securities, such conversion or redemption will be mandatory, with the selection deemed to be in favor of the alternative that would result in holders of Convertible Preferred Stock receiving the greatest consideration. Additionally, at any time when at least 50% of the shares of Convertible Preferred Stock purchased from us pursuant to the Investment Agreement are outstanding, we cannot, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of Convertible Preferred Stock, (a) amend our Certificate of Incorporation in a manner that adversely affects the preferences or rights of the Convertible Preferred Stock; (b) authorize or issue capital stock unless it ranks equal to or junior to the Convertible Preferred Stock, or increase the authorized number of shares of Convertible Preferred Stock; or (c) reclassify or amend any existing security of the Company that is equal to or junior to the Convertible Preferred Stock to render such security senior to the Convertible Preferred Stock. Pursuant to the Investment Agreement and the Certificate of Designations, for so long as Google Capital or its affiliates beneficially own at least 50% of the shares of Convertible Preferred Stock purchased from us pursuant to the Investment Agreement, the holders of Convertible Preferred Stock shall have the right to elect one director to our Board, with Google Capital having the right to designate nominees for such position. |
Description of Business and S20
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 25, 2016 | |
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 26, 2015 , filed on March 1, 2016. There have been no material changes in our significant accounting policies for the three and six months ended June 25, 2016 as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 26, 2015 . The condensed consolidated balance sheet as of December 26, 2015 , 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 2016 or any future period. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries, after elimination of all intercompany balances and transactions. We have prepared the accompanying financial statements in conformity with GAAP. |
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. There were no material recognized subsequent events recorded in the condensed consolidated financial statements as of and for the three and six months ended June 25, 2016 . |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation- Stock Compensation (Topic 718) . The guidance changes how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize income tax effects of awards in the income statement when the awards vest or are settled. The guidance also allows an employer to repurchase more of an employee's shares than it can today for tax withholding purposes providing for withholding at the employee's maximum rate as opposed to the minimum rate without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The updated guidance is effective for annual periods beginning after December 15, 2017, and is applicable to the Company in fiscal 2018. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-09 on our consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance requires an entity to recognize a right-of-use asset and a lease liability for virtually all of its leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The guidance is effective for annual periods beginning after December 15, 2018. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial position and results of operations. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the requirement for entities to separate deferred income tax liabilities and assets into current and non-current amounts in the balance sheet. Rather, it requires that deferred tax assets and liabilities are classified as non-current in the balance sheet. We adopted this standard prospectively for the year-ended December 26, 2015. The adoption of this standard has no effect on our statements of consolidated operations and cash flows. In September 2015, the FASB released ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. There were no measurement period adjustments for which this guidance would apply. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which amends ASC 350 . 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 adopted this standard in the first quarter on a prospective basis. The adoption of this standard has no effect on our statements of operations and cash flows in the quarter ended June 25, 2016. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)-Amendments to the Consolidation Analysis, 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. The adoption of this standard has no effect on our consolidated statements of operations and cash flows. 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 effect 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 , 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 , 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 full retrospective or modified retrospective approach. 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) | 6 Months Ended |
Jun. 25, 2016 | |
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 June 25, 2016 and December 26, 2015 and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands): June 25, 2016 December 26, 2015 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 $ 22,879 $ — $ — $ 22,879 $ 25,420 $ — $ — $ 25,420 Total assets $ 22,879 $ — $ — $ 22,879 $ 25,420 $ — $ — $ 25,420 Liabilities: Contingent acquisition consideration (included in current liabilities of discontinued operations) $ — $ — $ — $ — $ 8,163 $ — $ 7,878 $ 16,041 Total liabilities $ — $ — $ — $ — $ 8,163 $ — $ 7,878 $ 16,041 |
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): June 25, 2016 Contingent Acquisition Beginning balance (December 26, 2015) $ 7,878 Decrease in fair value included in earnings (441 ) Contingent acquisition consideration payments (7,437 ) Ending balance $ — |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents financial results of the Citrus Lane business included in income (loss) from discontinued operations, net of tax for the six months ended June 25, 2016 and June 27, 2015 (in thousands): Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, Revenue $ 19 $ 2,750 $ 101 $ 5,821 Cost of revenue 3 2,594 97 5,870 Operating expenses: Selling and marketing 13 627 54 1,311 Research and development — 383 11 789 General and administrative 47 951 (7,903 ) 1,828 Depreciation and amortization — 26 8 70 Operating (loss) income (44 ) (1,831 ) 7,834 (4,047 ) Other expense, net — — — — (Loss) income from discontinued operations before income taxes (44 ) (1,831 ) 7,834 (4,047 ) Provision for income tax — — — — Net (loss) income from discontinued operations $ (44 ) $ (1,831 ) $ 7,834 $ (4,047 ) The major components of current assets and current liabilities of the Citrus Lane business were as follows (in thousands): June 25, 2016 December 26, 2015 Assets Accounts receivable $ 152 $ 92 Prepaid expenses and other current assets 60 28 Inventory — 319 Total current assets 212 439 Property and equipment, net — 9 Total assets $ 212 $ 448 Liabilities Accounts payable $ — $ 435 Accrued expenses and other liabilities 206 1,325 Deferred revenue — 82 Current contingent acquisition consideration — 16,041 Total liabilities $ 206 $ 17,883 |
Supplemental Balance Sheet In23
Supplemental Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
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): June 25, December 26, Computer equipment $ 2,302 $ 2,236 Furniture and fixtures 1,571 1,611 Software 1,374 1,374 Leasehold improvements 3,854 3,847 Total 9,101 9,068 Less accumulated depreciation (3,490 ) (2,697 ) Property and equipment, net $ 5,611 $ 6,371 |
Schedule of Accrued Liabilities | The following table presents the detail of accrued expenses and other current liabilities for the periods presented (in thousands): June 25, December 26, Payroll and compensation $ 4,166 $ 5,167 Marketing expenses 7,110 3,451 Other accrued expenses 4,338 3,795 Total accrued expenses and other current liabilities $ 15,614 $ 12,413 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the change in goodwill for the periods presented (in thousands): Balance as of December 26, 2015 $ 58,631 Effect of currency translation 235 Balance as of June 25, 2016 $ 58,866 |
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) June 25, 2016 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,424 (4,177 ) 247 3.0 Proprietary software 5,193 (4,215 ) 978 1.6 Website 50 (49 ) 1 0.1 Training materials 30 (30 ) — 0.0 Non-compete agreements 131 (118 ) 13 1.1 Leasehold interests 170 (98 ) 72 2.9 Caregiver relationships 289 (289 ) — 0.0 Customer relationships 8,790 (8,012 ) 778 5.5 Total $ 19,319 $ (16,988 ) $ 2,331 December 26, 2015 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,417 (4,133 ) 284 3.5 Proprietary software 4,751 (3,802 ) 949 1.6 Website 50 (44 ) 6 0.6 Training materials 30 (30 ) — 0.0 Non-compete agreements 130 (111 ) 19 1.6 Leasehold interests 170 (86 ) 84 3.4 Caregiver relationships 285 (285 ) — 0.0 Customer relationships 8,782 (6,977 ) 1,805 3.1 Total $ 18,857 $ (15,468 ) $ 3,389 |
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) June 25, 2016 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,424 (4,177 ) 247 3.0 Proprietary software 5,193 (4,215 ) 978 1.6 Website 50 (49 ) 1 0.1 Training materials 30 (30 ) — 0.0 Non-compete agreements 131 (118 ) 13 1.1 Leasehold interests 170 (98 ) 72 2.9 Caregiver relationships 289 (289 ) — 0.0 Customer relationships 8,790 (8,012 ) 778 5.5 Total $ 19,319 $ (16,988 ) $ 2,331 December 26, 2015 Indefinite lived intangibles $ 242 $ — $ 242 N/A Trademarks and trade names 4,417 (4,133 ) 284 3.5 Proprietary software 4,751 (3,802 ) 949 1.6 Website 50 (44 ) 6 0.6 Training materials 30 (30 ) — 0.0 Non-compete agreements 130 (111 ) 19 1.6 Leasehold interests 170 (86 ) 84 3.4 Caregiver relationships 285 (285 ) — 0.0 Customer relationships 8,782 (6,977 ) 1,805 3.1 Total $ 18,857 $ (15,468 ) $ 3,389 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 25, 2016 , the estimated future amortization expense related to intangible assets for future fiscal years was as follows (in thousands): 2016 remaining $ 608 2017 688 2018 343 2019 145 2020 96 Thereafter 209 Total $ 2,089 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
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 Six Months Ended June 25, 2016 June 27, 2015 June 25, 2016 June 27, 2015 Cost of revenue $ 79 $ 60 $ 154 $ 96 Selling and marketing 229 269 414 412 Research and development 279 242 509 315 General and administrative 1,059 897 1,937 1,471 (Loss) income from discontinued operations 3 189 8 301 Total stock-based compensation $ 1,649 $ 1,657 $ 3,022 $ 2,595 |
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: Six Months Ended June 25, June 27, Risk-free interest rate 1.3 - 1.6% N/A Expected term (years) 6.25 N/A Volatility 38.23% N/A Expected dividend yield — N/A |
Summary of Stock Option and RSU Activity | A summary of stock option and RSU activity for the six months ended June 25, 2016 was as follows (in thousands for shares and intrinsic value): 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 as of December 26, 2015 3,482 5.93 $ 6.52 $ 8,891 1,306 $ 7.42 Granted (1) 1,352 $ 6.68 1,106 6.66 Settled (RSUs) — — (254 ) 7.37 Exercised (235 ) $ 3.95 — — Canceled and forfeited (147 ) $ 11.54 (94 ) 6.88 Outstanding as of June 25, 2016 4,452 6.97 $ 6.53 $ — 2,064 $ — Vested and exercisable as of June 25, 2016 2,749 5.64 $ 5.55 $ 11,316 N/A N/A Vested and expected to vest as of June 25, 2016 (2) 4,189 6.82 $ 6.47 $ 13,842 1,345 $ 7.15 ____________________________ (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 June 25, 2016 , we had reserved the following shares of common stock for future issuance in connection with the following (in thousands): June 25, 2016 Options issued and outstanding 4,451,790 Restricted stock units issued and outstanding 2,063,741 Common stock available for stock-based award grants under incentive award plans 2,412,066 Total 8,927,597 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculations of basic and diluted net income per share and basic and dilutive weighted-average shares outstanding for the three and six months ended June 25, 2016 and June 27, 2015 were as follows: Three Months Ended Six Months Ended June 25, 2016 June 27, 2015 June 25, 2016 June 27, 2015 Loss from continuing operations $ (3,375 ) $ (5,406 ) $ (4,498 ) $ (15,200 ) (Loss) income from discontinued operations (44 ) (1,831 ) 7,834 (4,047 ) Net (loss) income $ (3,419 ) $ (7,237 ) $ 3,336 $ (19,247 ) Weighted-average shares outstanding 32,136 31,981 32,183 31,872 Dilutive impact from: Options outstanding — — 1,052 — Restricted stock units — — 847 — Dilutive weighted-average shares outstanding 32,136 31,981 34,082 31,872 Net (loss) income per share (Basic): Loss from continuing operations $ (0.11 ) $ (0.17 ) $ (0.14 ) $ (0.48 ) (Loss) income from discontinued operations — (0.06 ) 0.24 (0.13 ) Net (loss) income per share $ (0.11 ) $ (0.23 ) $ 0.10 $ (0.61 ) Net (loss) income per share (Diluted): Loss from continuing operations $ (0.11 ) $ (0.17 ) $ (0.13 ) $ (0.48 ) (Loss) income from discontinued operations — (0.06 ) 0.23 (0.13 ) Net (loss) income per share $ (0.11 ) $ (0.23 ) $ 0.10 $ (0.61 ) |
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 from continuing operations because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, Stock options 4,452 3,835 617 3,835 Restricted stock units 2,064 1,633 1,217 1,633 Contingent consideration — 106 — 106 |
Segment and Geographical Info27
Segment and Geographical Information (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, United States $ 34,789 $ 30,429 $ 70,700 $ 60,213 International 3,395 2,473 6,750 4,739 Total revenue $ 38,184 $ 32,902 $ 77,450 $ 64,952 |
Schedule of Revenue by Geographic Location | Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, (As a percentage of revenue) United States 91 % 92 % 91 % 93 % International 9 % 8 % 9 % 7 % Total revenue 100 % 100 % 100 % 100 % |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 6 Months Ended |
Jun. 25, 2016 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other (expense) income, net consisted of the following (in thousands): Three Months Ended Six Months Ended June 25, June 27, June 25, June 27, Interest income $ 55 $ 52 $ 71 $ 86 Interest expense (1 ) (54 ) (2 ) (82 ) Other expense, net (183 ) 489 (212 ) (708 ) Total (expense) income, net $ (129 ) $ 487 $ (143 ) $ (704 ) |
Description of Business and S29
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 25, 2016 | |
Minimum | |
Entity Information [Line Items] | |
Fiscal period duration | 364 days |
Maximum | |
Entity Information [Line Items] | |
Fiscal period duration | 371 days |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Assets: | ||
Total assets | $ 22,879 | $ 25,420 |
Liabilities: | ||
Total liabilities | 0 | 16,041 |
Money Market Funds | ||
Assets: | ||
Money market mutual funds | 22,879 | 25,420 |
Level 1 | ||
Assets: | ||
Total assets | 22,879 | 25,420 |
Liabilities: | ||
Total liabilities | 0 | 8,163 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money market mutual funds | 22,879 | 25,420 |
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 | 0 | 7,878 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money market mutual funds | 0 | 0 |
Contingent acquisition consideration | ||
Liabilities: | ||
Contingent acquisition consideration (included in current liabilities of discontinued operations) | 0 | 16,041 |
Contingent acquisition consideration | Level 1 | ||
Liabilities: | ||
Contingent acquisition consideration (included in current liabilities of discontinued operations) | 0 | 8,163 |
Contingent acquisition consideration | Level 2 | ||
Liabilities: | ||
Contingent acquisition consideration (included in current liabilities of discontinued operations) | 0 | 0 |
Contingent acquisition consideration | Level 3 | ||
Liabilities: | ||
Contingent acquisition consideration (included in current liabilities of discontinued operations) | $ 0 | $ 7,878 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration - Recurring Measurements Classified as Level 3 (Details) - June 25, 2016 $ in Thousands | 6 Months Ended |
Jun. 25, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | |
Beginning balance (December 26, 2015) | $ 7,878 |
Decrease in fair value included in earnings | (441) |
Contingent acquisition consideration payments | (7,437) |
Ending balance | $ 0 |
Fair Value Measurements - Non-R
Fair Value Measurements - Non-Recurring Fair Value Measurements (Details) - Citrus Lane - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 26, 2016 | Jun. 25, 2016 | Dec. 26, 2015 | Jul. 17, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Payment of contingent consideration | $ 15.6 | $ 15.6 | ||
Contingent acquisition consideration | $ 16 | $ 16.4 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2016 | Mar. 26, 2016 | Jun. 25, 2016 | Dec. 26, 2015 | Jul. 17, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Treasury stock, value | $ 0 | $ 0 | |||
Gain from discontinued operations, net of tax | $ 8,000 | ||||
Citrus Lane | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Payment of contingent consideration | $ 15,600 | 15,600 | |||
Contingent acquisition consideration | $ 16,000 | $ 16,400 | |||
Adjustment to consideration transferred, forfeited cash | $ 5,000 | ||||
Maximum | Citrus Lane | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Contingent acquisition consideration | $ 16,400 | ||||
Common Stock | Citrus Lane | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Adjustments to consideration transferred, shares issued at closing | 400,000 | ||||
Adjustments to consideration transferred, settlement date, value of shares issued at closing | $ 2,000 | ||||
Adjustments to consideration transferred, closing date, value of shares issued at closing | $ 1,100 | ||||
Adjustments to consideration transferred, shares subject to milestones | 100,000 | ||||
Adjustments to consideration transferred, settlement date, value of shares subject to milestones | $ 600 | ||||
Adjustments to consideration transferred, closing date, value of shares subject to milestones | $ 3,900 |
Discontinued Operations - Incom
Discontinued Operations - Income Statement Disclosure (Details) - Citrus Lane - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 19 | $ 2,750 | $ 101 | $ 5,821 |
Cost of revenue | 3 | 2,594 | 97 | 5,870 |
Operating expenses: | ||||
Selling and marketing | 13 | 627 | 54 | 1,311 |
Research and development | 0 | 383 | 11 | 789 |
General and administrative | 47 | 951 | (7,903) | 1,828 |
Depreciation and amortization | 0 | 26 | 8 | 70 |
Operating (loss) income | (44) | (1,831) | 7,834 | (4,047) |
Other expense, net | 0 | 0 | 0 | 0 |
(Loss) income from discontinued operations before income taxes | (44) | (1,831) | 7,834 | (4,047) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net (loss) income from discontinued operations | $ (44) | $ (1,831) | $ 7,834 | $ (4,047) |
Discontinued Operations - Balan
Discontinued Operations - Balance Sheet Disclosure (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Assets | ||
Total current assets | $ 212 | $ 439 |
Citrus Lane | ||
Assets | ||
Accounts receivable | 152 | 92 |
Prepaid expenses and other current assets | 60 | 28 |
Inventory | 0 | 319 |
Total current assets | 212 | 439 |
Property and equipment, net | 0 | 9 |
Total assets | 212 | 448 |
Liabilities | ||
Accounts payable | 0 | 435 |
Accrued expenses and other liabilities | 206 | 1,325 |
Deferred revenue | 0 | 82 |
Current contingent acquisition consideration | 0 | 16,041 |
Total liabilities | $ 206 | $ 17,883 |
Supplemental Balance Sheet In36
Supplemental Balance Sheet Information - Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | Dec. 26, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 9,101 | $ 9,101 | $ 9,068 | ||
Less accumulated depreciation | (3,490) | (3,490) | (2,697) | ||
Property and equipment, net | 5,611 | 5,611 | 6,371 | ||
Depreciation | 400 | $ 400 | 800 | $ 800 | |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,302 | 2,302 | 2,236 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,571 | 1,571 | 1,611 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,374 | 1,374 | 1,374 | ||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 3,854 | $ 3,854 | $ 3,847 |
Supplemental Balance Sheet In37
Supplemental Balance Sheet Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 25, 2016 | Dec. 26, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and compensation | $ 4,166 | $ 5,167 |
Marketing expenses | 7,110 | 3,451 |
Other accrued expenses | 4,338 | 3,795 |
Total accrued expenses and other current liabilities | $ 15,614 | $ 12,413 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Change in Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 25, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 26, 2015 | $ 58,631 |
Effect of currency translation | 235 |
Balance as of March 26, 2016 | $ 58,866 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Dec. 26, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Indefinite lived intangibles | $ 242 | $ 242 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated Amortization | (16,988) | (15,468) | |
Net Carrying Value | 2,089 | ||
Total Gross Carrying Value | 19,319 | 18,857 | |
Total Accumulated Amortization | (16,988) | (15,468) | |
Total Net Carrying Value | 2,331 | 3,389 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 4,424 | 4,417 | |
Accumulated Amortization | (4,177) | (4,133) | |
Net Carrying Value | 247 | 284 | |
Total Accumulated Amortization | $ (4,177) | (4,133) | |
Weighted-Average Remaining Life (Years) | 3 years | 3 years 6 months | |
Proprietary software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 5,193 | 4,751 | |
Accumulated Amortization | (4,215) | (3,802) | |
Net Carrying Value | 978 | 949 | |
Total Accumulated Amortization | $ (4,215) | (3,802) | |
Weighted-Average Remaining Life (Years) | 1 year 7 months | 1 year 7 months 6 days | |
Website | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 50 | 50 | |
Accumulated Amortization | (49) | (44) | |
Net Carrying Value | 1 | 6 | |
Total Accumulated Amortization | $ (49) | (44) | |
Weighted-Average Remaining Life (Years) | 1 month 15 days | 7 months 6 days | |
Training materials | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 30 | 30 | |
Accumulated Amortization | (30) | (30) | |
Net Carrying Value | 0 | 0 | |
Total Accumulated Amortization | $ (30) | (30) | |
Weighted-Average Remaining Life (Years) | 0 years | 0 years | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 131 | 130 | |
Accumulated Amortization | (118) | (111) | |
Net Carrying Value | 13 | 19 | |
Total Accumulated Amortization | $ (118) | (111) | |
Weighted-Average Remaining Life (Years) | 1 year 1 month 15 days | 1 year 7 months 6 days | |
Leasehold interests | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 170 | 170 | |
Accumulated Amortization | (98) | (86) | |
Net Carrying Value | 72 | 84 | |
Total Accumulated Amortization | $ (98) | (86) | |
Weighted-Average Remaining Life (Years) | 2 years 11 months | 3 years 4 months 24 days | |
Caregiver relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 289 | 285 | |
Accumulated Amortization | (289) | (285) | |
Net Carrying Value | 0 | 0 | |
Total Accumulated Amortization | $ (289) | (285) | |
Weighted-Average Remaining Life (Years) | 0 years | 0 years | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 8,790 | 8,782 | |
Accumulated Amortization | (8,012) | (6,977) | |
Net Carrying Value | 778 | 1,805 | |
Total Accumulated Amortization | $ (8,012) | $ (6,977) | |
Weighted-Average Remaining Life (Years) | 5 years 6 months | 3 years 1 month 6 days |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1.5 | $ 2.1 |
Depreciation and Amortization | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 1.1 | 1.7 |
Cost of revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 0.4 | $ 0.4 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Intangible Assets - Future Amortization (Details) $ in Thousands | Jun. 25, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2016 remaining | $ 608 |
2,017 | 688 |
2,018 | 343 |
2,019 | 145 |
2,020 | 96 |
Thereafter | 209 |
Net Carrying Value | $ 2,089 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Stock-based Compensation in Accompanying Consolidated Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,649 | $ 1,657 | $ 3,022 | $ 2,595 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 79 | 60 | 154 | 96 |
Selling and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 229 | 269 | 414 | 412 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 279 | 242 | 509 | 315 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1,059 | 897 | 1,937 | 1,471 |
Discontinued Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 3 | $ 189 | $ 8 | $ 301 |
Stockholders_ Equity - Share Ba
Stockholders’ Equity - Share Based Compensation Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share price (usd per share) | $ 8.68 | |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (shares) | 600,000 | |
Performance-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (shares) | 500,000 | |
Award vesting rights, percentage | 100.00% | |
Award vesting period | 4 years | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (shares) | 1,106,000 | 1,700,000 |
Purchase price for vested RSUs (usd per share) | $ 0.001 | |
Weighted average grant date fair value, vested RSUs (usd per share) | $ 7.37 | |
Total fair value of vested RSUs | $ 1.9 | |
Unrecognized compensation cost | $ 9.3 | |
Unrecognized compensation cost, period for recognition | 3 years 1 month 9 days | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted (shares) | 1,352,000 | 0 |
Weighted average exercise price (usd per share) | $ 6.68 | |
The aggregate fair value of the options vested | $ 1.3 | |
Unrecognized compensation cost | $ 4.9 | |
Unrecognized compensation cost, period for recognition | 2 years 11 months 20 days | |
Total shares of common stock reserved for future issuance | 8,927,597 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Intrinsic value of options exercised and RSUs vested | $ 2.7 | |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved for future issuance | 2,412,066 |
Stockholders_ Equity - Stock Op
Stockholders’ Equity - Stock Options, Valuation Assumptions (Details) | 6 Months Ended |
Jun. 25, 2016 | |
Equity [Abstract] | |
Risk-free interest rate, minimum | 1.30% |
Risk-free interest rate, maximum | 1.60% |
Expected term (years) | 6 years 3 months |
Volatility | 38.23% |
Expected dividend yield | 0.00% |
Stockholders_ Equity - Summar45
Stockholders’ Equity - Summary of Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 25, 2016 | Jun. 27, 2015 | Dec. 26, 2015 | |
Employee Stock Option | |||
Stock Options, Number of Shares | |||
Outstanding at December 26, 2015 (shares) | 3,482,000 | ||
Granted (shares) | 1,352,000 | 0 | |
Exercised (shares) | (147,000) | ||
Canceled and forfeited (shares) | (235,000) | ||
Outstanding at March 26, 2016 (shares) | 4,451,790 | 3,482,000 | |
Options vested and exercisable at end of period (shares) | 2,749,000 | ||
Options vested and expected to vest at end of period (shares) | 4,189,000 | ||
Stock Options, Additional Disclosures | |||
Options outstanding, weighted average remaining contractual term, beginning of period | 6 years 11 months 18 days | 5 years 11 months 5 days | |
Options outstanding, weighted average remaining contractual term, end of period | 6 years 11 months 18 days | 5 years 11 months 5 days | |
Options vested and exercisable at end of period, Weighted Average Remaining Contractual Term | 5 years 7 months 20 days | ||
Options vested and expected to vest at end of period, Weighted Average Remaining Contractual Term | 6 years 9 months 26 days | ||
Stock Options, Weighted-Average Exercise Price (usd per share) | |||
Outstanding at December 26, 2015 (usd per share) | $ 6.52 | ||
Granted (usd per share) | 6.68 | ||
Exercised (usd per share) | 11.54 | ||
Canceled and forfeited (usd per share) | 3.95 | ||
Outstanding at March 26, 2016 (usd per share) | 6.53 | $ 6.52 | |
Options vested and exercisable, weighted average exercise price (usd per share) | 5.55 | ||
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 | $ 8,891 | ||
Options, outstanding, aggregate intrinsic value, end of period | 0 | $ 8,891 | |
Options vested and exercisable at end of period, Aggregate Intrinsic Value | 11,316 | ||
Options vested and expected to vest at end of period, Aggregate Intrinsic Value | $ 13,842 | ||
Restricted stock units | |||
Restricted Stock Units, Number of Shares | |||
Outstanding at December 26, 2015 (shares) | 1,306,000 | ||
Granted (shares) | 1,106,000 | 1,700,000 | |
Settled (RSUs) (shares) | (254,000) | ||
Canceled and forfeited (shares) | (94,000) | ||
Outstanding at March 26, 2016 (shares) | 2,063,741 | 1,306,000 | |
Vested and expected to vest at end of period (shares) | 1,345,000 | ||
Restricted Stock Units, Weighted Average Grant Date Fair Value (usd per share) | |||
Outstanding at December 26, 2015 (usd per share) | $ 7.42 | ||
Granted (usd per share) | 6.66 | ||
Settled (RSUs) (usd per share) | 7.37 | ||
Canceled and forfeited (usd per share) | 6.88 | ||
Outstanding at March 26, 2016 (usd per share) | 0 | $ 7.42 | |
Vested and expected to vest at end of period (usd per share) | $ 7.15 |
Stockholders_ Equity - Shares R
Stockholders’ Equity - Shares Reserved for Issuance (Details) - shares | Jun. 25, 2016 | Dec. 26, 2015 |
Employee Stock Option | ||
Class of Stock [Line Items] | ||
Options issued and outstanding | 4,451,790 | 3,482,000 |
Common stock available for stock-based award grants under incentive award plans | 8,927,597 | |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Restricted stock units issued and outstanding | 2,063,741 | 1,306,000 |
2014 Plan | ||
Class of Stock [Line Items] | ||
Common stock available for stock-based award grants under incentive award plans | 2,412,066 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Loss from continuing operations | $ (3,375) | $ (5,406) | $ (4,498) | $ (15,200) |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (44) | (1,831) | 7,834 | (4,047) |
Net income (loss) | $ (3,419) | $ (7,237) | $ 3,336 | $ (19,247) |
Weighted-average shares outstanding | 32,136 | 31,981 | 32,183 | 31,872 |
Weighted average number of shares outstanding, diluted | 32,136 | 31,981 | 34,082 | 31,872 |
Net (loss) income per share (Basic): | ||||
Income (loss) from continuing operations, basic (in dollars per share) | $ (0.11) | $ (0.17) | $ (0.14) | $ (0.48) |
Income (loss) from discontinued operations, basic (in dollars per share) | 0 | (0.06) | 0.24 | (0.13) |
Net income (loss) per share, basic (in dollars per share) | (0.11) | (0.23) | 0.10 | (0.61) |
Net (loss) income per share (Diluted): | ||||
Income (loss) from continuing operations, diluted (in dollars per share) | (0.11) | (0.17) | (0.13) | (0.48) |
Income (loss) from discontinued operations, diluted (in dollars per share) | 0 | (0.06) | 0.23 | (0.13) |
Net income (loss) per share, diluted (in dollars per share) | $ (0.11) | $ (0.23) | $ 0.10 | $ (0.61) |
Stock options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 0 | 0 | 1,052 | 0 |
Restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements | 0 | 0 | 847 | 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 4,452 | 3,835 | 617 | 3,835 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 2,064 | 1,633 | 1,217 | 1,633 |
Contingent acquisition consideration | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (shares) | 0 | 0 | 0 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 620 | $ 345 | $ 620 | $ 905 |
Segment and Geographical Info50
Segment and Geographical Information - Additional Information (Details) | 3 Months Ended |
Jun. 25, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment and Geographical Info51
Segment and Geographical Information - Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 38,184 | $ 32,902 | $ 77,450 | $ 64,952 |
U.S. Consumer Business | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 34,789 | 30,429 | 70,700 | 60,213 |
Other Product Lines | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 3,395 | $ 2,473 | $ 6,750 | $ 4,739 |
Segment and Geographical Info52
Segment and Geographical Information - Revenue by Geographic Location (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Segment Reporting Information [Line Items] | ||||
Percentage of total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Sales | Geographic Concentration Risk | United States | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of total revenue | 91.00% | 92.00% | 91.00% | 93.00% |
Sales | Geographic Concentration Risk | Non-US | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of total revenue | 9.00% | 8.00% | 9.00% | 7.00% |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - Massachusetts $ in Millions | 6 Months Ended | |
Jun. 25, 2016USD ($) | Apr. 14, 2016ft² | |
Capital Leased Assets [Line Items] | ||
Area of real estate property | ft² | 108,743 | |
Property Subject to Operating Lease | ||
Capital Leased Assets [Line Items] | ||
Area of real estate property | ft² | 10,362 | |
Sublease loss liability | $ | $ 0.5 | |
Related lease expense | $ | $ 0.2 |
Other (Expense) Income, Net (De
Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 25, 2016 | Jun. 27, 2015 | Jun. 25, 2016 | Jun. 27, 2015 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 55 | $ 52 | $ 71 | $ 86 |
Interest expense | (1) | (54) | (2) | (82) |
Other expense, net | (183) | 489 | (212) | (708) |
Total other expense, net | $ (129) | $ 487 | $ (143) | $ (704) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 29, 2016USD ($)director$ / sharesshares | Jun. 25, 2016$ / shares | Dec. 26, 2015$ / shares |
Subsequent Event [Line Items] | |||
Preferred stock, par value, in dollars per share | $ 0.001 | $ 0.001 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Preferred stock, convertible, threshold percentage of stock price trigger | 1.5 | ||
Preferred stock, convertible, threshold amount of trading days needed to convert shares | 20 days | ||
Preferred stock, convertible, threshold period of consecutive trading days needed to convert shares | 30 days | ||
Preferred stock, convertible, threshold percentage of outstanding shares | 0.5 | ||
Convertible Preferred Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Preferred stock financing, shares | shares | 46,350 | ||
Preferred stock, par value, in dollars per share | $ 0.001 | ||
Preferred stock financing | $ | $ 46,350 | ||
Shares issued, price per share | $ 1,000 | ||
Liquidation preference per share | $ 1,000 | ||
Preferred stock, dividend rate, percentage | 5.50% | ||
Preferred stock, convertible, conversion pice | $ 10.50 | ||
Preferred stock, voting rights, number of directors to elect | director | 1 | ||
Common Stock | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock repurchased and retired during period, shares | shares | 3,700,000 | ||
Shares repurchased, price per share | $ 8.25 |