Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 18, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SALE | |
Entity Registrant Name | RETAILMENOT, INC. | |
Entity Central Index Key | 1,475,274 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,732,087 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 256,909 | $ 259,769 |
Accounts receivable (net of allowance for doubtful accounts of $2,756 and $2,905 at March 31, 2016 and December 31, 2015, respectively) | 43,772 | 67,504 |
Prepaids and other current assets, net | 9,743 | 9,959 |
Total current assets | 310,424 | 337,232 |
Property and equipment, net | 20,710 | 21,382 |
Intangible assets, net | 59,538 | 61,245 |
Goodwill | 175,516 | 174,725 |
Other assets, net | 6,925 | 8,040 |
Total assets | 573,113 | 602,624 |
Current liabilities: | ||
Accounts payable | 5,699 | 8,713 |
Accrued compensation and benefits | 6,859 | 10,136 |
Accrued expenses and other current liabilities | 8,219 | 7,155 |
Income taxes payable | 1,883 | 5,109 |
Current maturities of long term debt | 10,000 | 10,000 |
Total current liabilities | 32,660 | 41,113 |
Deferred tax liability—noncurrent | 3,157 | 1,498 |
Long term debt | 58,474 | 60,872 |
Other noncurrent liabilities | 7,786 | 7,752 |
Total liabilities | $ 102,077 | $ 111,235 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.001 par value, 10,000,000 shares authorized; zero shares issued and outstanding as of March 31, 2016 and December 31, 2015 | $ 0 | $ 0 |
Additional paid-in capital | 474,225 | 495,151 |
Accumulated other comprehensive loss | (4,272) | (4,883) |
Retained earnings | 1,034 | 1,070 |
Total stockholders’ equity | 471,036 | 491,389 |
Total liabilities and stockholders’ equity | 573,113 | 602,624 |
Series 1 Common Stock | ||
Stockholders’ equity: | ||
Common stock | 49 | 51 |
Series 2 Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 2,756 | $ 2,905 |
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | |
Series 1 Common Stock | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 150,000,000 | 150,000,000 |
Common stock, Shares issued | 48,711,631 | 51,091,393 |
Common stock, Shares outstanding | 48,711,631 | 51,091,393 |
Series 2 Common Stock | ||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 6,107,494 | 6,107,494 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net revenues | $ 54,649 | $ 60,384 |
Costs and expenses: | ||
Cost of net revenues | 5,200 | 5,346 |
Product development | 12,611 | 13,320 |
Sales and marketing | 23,325 | 21,641 |
General and administrative | 10,226 | 9,570 |
Amortization of purchased intangible assets | 1,954 | 2,626 |
Other operating expenses | 832 | 765 |
Total cost and expenses | 54,148 | 53,268 |
Income from operations | 501 | 7,116 |
Other income (expense): | ||
Interest expense, net | (600) | (421) |
Other income (expense), net | 122 | (243) |
Income before income taxes | 23 | 6,452 |
Provision for income taxes | (59) | (2,393) |
Net income (loss) | $ (36) | $ 4,059 |
Net income (loss) per share: | ||
Basic (in usd per share) | $ 0 | $ 0.08 |
Diluted (in usd per share) | $ 0 | $ 0.07 |
Weighted average number of common shares used in computing net income (loss) per share: | ||
Basic (in shares) | 49,188 | 54,029 |
Diluted (in shares) | 49,188 | 55,035 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (36) | $ 4,059 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 611 | (2,931) |
Comprehensive income | $ 575 | $ 1,128 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (36) | $ 4,059 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 3,950 | 3,926 |
Stock-based compensation expense | 6,582 | 6,813 |
Deferred income tax expense | 2,229 | 1,698 |
Excess income tax benefit from stock-based compensation | (18) | (755) |
Non-cash interest expense | 102 | 102 |
Impairment of assets | 834 | 0 |
Amortization of deferred compensation | 0 | 768 |
Other non-cash (gains) losses, net | (1,524) | 1,038 |
Provision for doubtful accounts receivable | 149 | (252) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 23,552 | 23,142 |
Prepaid expenses and other current assets, net | (2,116) | (843) |
Accounts payable | (2,924) | 376 |
Accrued expenses and other current liabilities | (5,577) | (10,084) |
Other noncurrent assets and liabilities | 1,149 | 634 |
Net cash provided by operating activities | 26,352 | 30,622 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,155) | (2,332) |
Purchase of other assets | (42) | (2) |
Proceeds from sale of property and equipment | 2 | 0 |
Net cash used in investing activities | (2,195) | (2,334) |
Cash flows from financing activities: | ||
Proceeds from notes payable, net of issuance costs | 0 | 29,950 |
Payments on notes payable | (2,500) | 0 |
Proceeds from issuance of common stock, net of tax payments related to net share settlement of equity awards | (1,051) | 2,393 |
Excess income tax benefit from stock-based compensation | 18 | 755 |
Payments for repurchase of common stock | (23,770) | (24,473) |
Payments of principal on capital lease arrangements | 0 | (3) |
Net cash (used in) provided by financing activities | (27,303) | 8,622 |
Effect of foreign currency exchange rate on cash | 286 | (1,077) |
Change in cash and cash equivalents | (2,860) | 35,833 |
Cash and cash equivalents, beginning of period | 259,769 | 244,482 |
Cash and cash equivalents, end of period | 256,909 | 280,315 |
Supplemental disclosure of cash flow information | ||
Interest payments | 340 | 0 |
Income tax payments | $ 4,539 | $ 7,438 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business We operate a leading digital savings destination connecting consumers with retailers, restaurants and brands, both online and in-store. We operate under the RetailMeNot brand in the U.S. and portions of the European Union, VoucherCodes in the U.K. and Poulpeo and Ma-Reduc in France. Our websites, mobile applications, email newsletters and alerts and social media presence enable consumers to search for, discover and redeem relevant digital offers from retailers and brands. Our marketplace features digital offers across multiple product categories, including clothing and shoes; electronics; health and beauty; home and office; travel, food and entertainment; and personal and business services. We believe our investments in digital offer content quality, product innovation and direct retailer relationships allow us to offer a compelling experience to consumers looking to save money, whether online or in-store. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation As used in this report, the terms “we,” “the Company,” “us” or “our” refer to RetailMeNot, Inc. and its wholly-owned subsidiaries. The condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. All significant intercompany transactions and balances have been eliminated. The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2015 , which are included in our Annual Report on Form 10-K for the year ended December 31, 2015 . The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other period. Significant Estimates and Judgments The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net revenues and expenses during the reporting periods. These estimates and assumptions could have a material effect on our future results of operations and financial position. Significant items subject to our estimates and assumptions include stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, allowance for doubtful accounts, revenue returns reserve, the best estimate of selling prices associated with multiple element revenue arrangement, unrecognized tax benefits, acquisition-related contingent liabilities and the useful lives of property and equipment and intangible assets. As a result, actual amounts could differ from those presented herein. Business Segment We have one operating and reporting segment consisting of various products and services that are all related to our marketplace for digital offers. Our chief operating decision maker is our Chief Executive Officer. Our Chief Executive Officer allocates resources and assesses performance of the business and other activities at a single reporting segment level. Cash and Cash Equivalents All highly-liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Accounts Receivable, Net Accounts receivable, net represent amounts due from retailers, primarily through various performance marketing networks, for commissions earned on consumer purchases and amounts due for advertising. We record an allowance for doubtful accounts in an amount equal to the estimated probable losses net of recoveries, which are based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Property and Equipment, Net Property and equipment, net includes assets such as furniture and fixtures, leasehold improvements, computer hardware, office and telephone equipment and certain capitalized internally developed software and website development costs. We record property and equipment at cost less accumulated depreciation and amortization, using the straight-line method. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Property and equipment are depreciated over their estimated economic lives, which range from three to five years , using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. Capitalized internally developed software and website development costs are depreciated over their estimated useful lives, which range from two to three years . We perform reviews for the impairment of property and equipment when management believes events or circumstances indicate the carrying amount of an asset may not be recoverable. During the first quarter of 2016, we noted circumstances that indicated the carrying amount of internally developed software and website development costs related to certain projects might not be recoverable. As a result, we performed a review for impairment of the costs associated with these projects, and have recognized $0.8 million of impairment expense within other operating expenses on our consolidated statement of operations. Goodwill and Other Intangible Assets Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. We evaluate goodwill for impairment annually on October 1, during the fourth quarter of each year, or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. Events or circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or in legal factors, an adverse action or assessment by a regulator, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant underperformance relative to operating performance indicators and significant changes in competition. We evaluate the recoverability of goodwill using a two-step impairment process tested at our sole reporting segment level. In the first step, the fair value for our reporting unit is compared to our book value including goodwill. If the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the sole reporting segment and the net fair value of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statements of operations. We did not record any goodwill impairment charges during the three months ended March 31, 2016 and the year ended December 31, 2015 . Identifiable intangible assets consist of acquired customer intangible assets, marketing-related intangible assets, contract-based intangible assets, and technology-based intangible assets. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line or accelerated basis. See Note 3, “Goodwill and Other Intangible Assets”. The method of amortization applied represents our best estimate of the distribution of the economic value of the identifiable intangible assets. The factors we consider in determining the useful lives of identifiable intangible assets included the extent to which expected future cash flows would be affected by our intent and ability to retain use of these assets, including the period of time that would capture 90% or more of the assets value on a perpetuity basis. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. We did not record any intangible asset impairment charges during the three months ended March 31, 2016 . During the year ended December 31, 2015 , we recorded an intangible assets impairment charge of $2.3 million associated with Bons-de-Reduction.com, a French website we stopped supporting in October 2015. Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee to the paid retailer, defined as a retailer with which we have a contract, is fixed or determinable and collectability of the resulting receivable is reasonably assured. For commission revenues, which represent the substantial majority of our net revenues, revenue recognition generally occurs when a consumer, having visited one of our websites and clicked on a digital offer for a paid retailer makes a purchase with such paid retailer, and completion of the order is reported to us by such paid retailer, either directly or through a performance marketing network. The reporting by the paid retailer includes the amount of commissions the paid retailer has calculated as owing to us. Certain paid retailers do not provide reporting until a commission payment is made. In those cases, which have historically not been significant, we record commission revenues on a cash basis. For advertising revenues, revenue recognition occurs when we display a paid retailer’s advertisements on our websites or mobile applications. Multiple Element Arrangements . When we enter into revenue arrangements with certain paid retailers that are comprised of multiple deliverables, we allocate consideration to all deliverables based on the relative selling price method in accordance with the selling price hierarchy. The objective of the hierarchy is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis and requires the use of: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if VSOE is not available; and (3) a best estimate of the selling price, or BESP, if neither VSOE nor TPE is available. VSOE . We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the stand-alone selling prices for these services fall within a reasonably narrow pricing range. We have not historically sold our services within a reasonably narrow pricing range. As a result, we have not been able to establish VSOE. TPE . When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE. BESP . When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, both our determination of our relative selling price under the hierarchy and our BESPs could change in future periods. We estimate and record a reserve based upon actual, historical return rates as reported to us by paid retailers to provide for end-user cancellations or product returns, which may not be reported by the paid retailer or performance marketing network until a subsequent date. As such, we report commission revenues net of the estimated returns reserve. Net revenues are reported net of sales taxes, where applicable. Our payment arrangements with paid retailers are both direct and through performance marketing networks, which act as intermediaries between the paid retailers and us. No paid retailer individually accounted for more than 10% of net revenues or accounts receivable as of and for the three months ended March 31, 2016 and 2015 . Cost of Net Revenues Cost of net revenues is composed of direct and indirect costs incurred to generate revenue. These costs consist primarily of personnel costs of our salaried merchandising and technology support employees and fees paid to third-party contractors engaged in the operation and maintenance of our existing websites and mobile applications. Such technology costs also include website hosting and Internet service costs. Other costs include allocated facility and general information technology costs. Sales and Marketing Expense Our sales and marketing expense consists primarily of personnel costs for our sales, marketing, search engine optimization, search engine marketing and business analytics employees, as well as online, brand and other marketing expenses. Our online, brand and other marketing costs include search engine fees, advertising on social networks, television and radio advertising, promotions, display advertisements, creative development fees, public relations, email campaigns, trade shows and other general marketing costs. Other costs include allocated facility and general information technology costs. Product Development Our product development expense consists primarily of personnel costs of our product management and software engineering teams, as well as fees paid to third-party contractors and consultants engaged in the design, development, testing and improvement of the functionality, offer content and user experience of our websites and mobile applications. General and Administrative Expense Our general and administrative expense represents personnel costs for employees involved in general corporate functions, including executive, finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expense include professional fees for legal, audit and other consulting services, the provision for doubtful accounts receivable, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs and other general corporate overhead expenses. Stock-Based Compensation Expense Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award, net of estimated forfeitures. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from those estimates. We include stock-based compensation expense in cost of net revenues and operating expenses in our consolidated statements of operations, consistent with the respective employees’ cash compensation. We determine the fair value of stock options on the grant date using the Black-Scholes-Merton valuation model. Fair Value of Financial Instruments The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to the instruments’ short-term maturities or, in the case of the long-term notes payable, based on the variable interest rate feature. We record derivative liabilities at fair value. Income Taxes The provision for income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted tax rates that are applicable in a given year. The deferred tax assets are recorded net of a valuation allowance when, based on the available supporting evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates or has operated within a relevant period, including the United States, the United Kingdom, France, Germany, and the Netherlands. Significant judgment is required in determining uncertain tax positions. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We include interest and penalties related to uncertain tax positions in the provision for income taxes on our consolidated statements of operations. Foreign Currency Our operations outside of the U.S. generally use the local currency as their functional currency. Assets and liabilities for these operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the period. Foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) in our consolidated statements of comprehensive income. Gains and losses from foreign currency denominated transactions are recorded in other income (expense), net in our consolidated statements of operations. Non-Marketable Investments and Other-Than-Temporary Impairment During the second quarter of 2015, we invested $4.0 million in a non-controlling minority ownership stake in a privately-held marketing technology company in the United States. The minority interest is included at cost in other assets, net, on our consolidated balance sheets. We own less than 20% of the voting equity of the investee. We regularly evaluate the carrying value of our cost-method investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. The primary indicators we utilize to identify these events and circumstances are the investee’s ability to remain in business, such as the investee’s liquidity and rate of cash use, and the investee’s ability to secure additional funding and the value of that additional funding. In the event a decline in fair value is judged to be other-than-temporary, we will record an other-than-temporary impairment charge in other income, net in our consolidated statements of operations. As the inputs utilized for our periodic impairment assessment are not based on observable market data, potential impairment charges related to our cost-method investment would be classified within Level 3 of the fair value hierarchy. To determine the fair value of this investment, we use all available financial information related to the entity, including information based on recent or pending third-party equity investments in the entity. In certain instances, a cost-method investment’s fair value is not estimated as there are no identified events or changes in the circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical. Derivative Financial Instruments Our operations outside of the U.S. expose us to various market risks that may affect our consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. Our primary foreign currency exposures are in Euros and British Pound Sterling. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our operations are translated from local currency into U.S. dollars upon consolidation. We have entered into a derivative instrument to hedge certain exposures of non-functional currency denominated intercompany loans and may enter into further such instruments in the future. We have not elected to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recorded in other income (expense), net in our consolidated statement of operations. During the three months ended March 31, 2016, and 2015 , we recorded a loss of $0.3 million and a gain of $1.0 million , respectively, related to our foreign exchange derivative instruments. The fair value of our outstanding foreign exchange derivative instrument as of March 31, 2016 and December 31, 2015 , the dates on which we entered into those respective instruments, was $0.0 million and $0.0 million , respectively. The notional amount of our outstanding foreign exchange derivative instrument as of March 31, 2016 and December 31, 2015 was $6.3 million and $6.3 million , respectively. We do not use financial instruments for trading or speculative purposes. Derivative instruments are recorded on the balance sheet at fair value and are short-term in duration. We are exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations. Recent Accounting Pronouncements Recent Accounting Pronouncements - Recently Adopted In April 2015, the Financial Accounting Standards Board, or FASB, issued new guidance clarifying whether a customer should account for a cloud computing arrangement as an acquisition of a software license or as a service arrangement by providing characteristics that a cloud computing arrangement must have in order to be accounted for as a software license acquisition. The guidance allows either retrospective or prospective application and is effective for fiscal years beginning after December 15, 2015. The adoption of this guidance in the first quarter of 2016 did not have a material impact on our consolidated financial statements. In April 2015, the FASB issued new guidance that amends the balance sheet presentation of debt issuance costs. The guidance requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015. The adoption of this guidance in the first quarter of 2016 resulted in a reclassification of $1.6 million of debt issuance costs associated with our long-term debt as of December 31, 2015 from other assets, net to long term debt in our consolidated financial statements. In November 2015, the FASB issued new guidance that amends the balance sheet presentation for deferred tax assets and liabilities. The guidance requires that all deferred tax assets and liabilities, and any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance allows either retrospective or prospective application and is effective for fiscal years beginning after December 15, 2016. The early adoption of this guidance in the first quarter of 2016, using retrospective application, resulted in a reclassification as of December 31, 2015 that consisted of a $3.9 million decrease in current deferred tax assets, included within prepaids and other current assets, net, a $0.9 million increase in noncurrent deferred tax assets, included within other assets, net, and a $3.0 million decrease in deferred tax liability—noncurrent. Recent Accounting Pronouncements - To Be Adopted In May 2014, the FASB issued new guidance that superseded previously existing revenue recognition requirements. The guidance provides a five-step process to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration expected in exchange for those goods and services. The guidance requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. On July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for the first interim period within annual reporting periods beginning after that date, using either a full or modified retrospective application method. Early adoption of the standard is permitted, but not before the first interim period within annual reporting periods beginning after the original effective date of December 15, 2016. We are currently evaluating which of the two retrospective application methods we will use and the effect that the adoption of this guidance will have on our consolidated financial statements. In February 2016, the FASB issued new guidance that amends the existing accounting standards for lease accounting. The guidance requires lessees to recognize assets and liabilities on their balance sheets for all leases with terms of of more than twelve months. Additionally, the guidance requires new qualitative and quantitative disclosures about leasing activities. The guidance requires a modified retrospective application approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In March 2016, the FASB issued new guidance that amends several aspects of the existing accounting standards for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, using either a prospective or retrospective application method. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in our goodwill balance for the year ended December 31, 2015 and the three months ended March 31, 2016 are summarized in the table below (in thousands): Balance at December 31, 2014 $ 176,927 Acquired in business combinations — Foreign currency translation adjustment (2,202 ) Balance at December 31, 2015 174,725 Acquired in business combinations — Foreign currency translation adjustment 791 Balance at March 31, 2016 (unaudited) $ 175,516 Intangible assets consisted of the following as of March 31, 2016 and December 31, 2015 (dollars in thousands): Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) March 31, 2016 (unaudited) Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 180 $ 15,855 $ (5,764 ) $ — $ 10,091 Marketing-related 154 48-180 78,979 (30,423 ) — 48,556 Contract-based 58 12-60 19,743 (18,852 ) — 891 Technology-based 12 12 7,690 (7,690 ) — — Total intangible assets $ 122,267 $ (62,729 ) $ — $ 59,538 Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) December 31, 2015 Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 180 $ 16,082 $ (5,496 ) $ (243 ) $ 10,343 Marketing-related 154 48-180 80,745 (28,755 ) (2,068 ) 49,922 Contract-based 58 12-60 19,755 (18,746 ) (29 ) 980 Technology-based 12 12 7,643 (7,643 ) — — Total intangible assets $ 124,225 $ (60,640 ) $ (2,340 ) $ 61,245 In October 2015, we decided to no longer support the Bons-de-Reduction.com brand. We have redirected traffic from Bons-de-Reduction.com to Poulpeo.com, and do not expect Bons-de-Reduction.com to provide additional income. As a result, we determined that a complete impairment of the remaining unamortized intangible assets associated with Bons-de-Reduction was warranted, resulting in an impairment charge of $2.3 million . We did not record any intangible asset impairment charges during the three months ended March 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease office space, including our corporate headquarters in Austin, Texas, under non-cancellable operating leases. Rent expense under these operating leases was $1.7 million and $1.3 million for the three months ended March 31, 2016 and 2015 , respectively. Legal Matters From time to time, we may be involved in litigation relating to claims arising in the ordinary course of business, including litigation related to claims of infringement of third party patents and other intellectual property. Management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material impact on our consolidated financial position, results of operations or cash flows. |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Common Stock Our certificate of incorporation authorizes shares of stock as follows: 150,000,000 shares of Series 1 common stock, 6,107,494 shares of Series 2 common stock and 10,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.001 per share. As of March 31, 2016 and December 31, 2015 , 48,711,631 and 51,091,393 shares of Series 1 common stock were outstanding, respectively. As of March 31, 2016 and December 31, 2015 , zero shares of preferred stock and Series 2 common stock were outstanding. Share Repurchase In February 2015, our board of directors authorized a share repurchase program. Under the program, we were initially authorized to repurchase shares of Series 1 common stock for an aggregate purchase price not to exceed $100 million . In February 2016, our board of directors authorized an additional $50 million under the repurchase program, bringing the total amount of the program up to $150 million . The repurchase program is authorized through February 2017 . During the three months ended March 31, 2016 , we repurchased 2,699,204 shares of Series 1 common stock at an aggregate purchase price of $23.7 million , and during the year ended December 31, 2015 , we repurchased 4,323,000 shares of Series 1 common stock at an aggregate purchase price of $52.8 million . Stock-Based Compensation In July 2013, our board of directors and stockholders approved our 2013 Equity Incentive Plan (the “2013 Plan”) and our 2013 Employee Stock Purchase Plan (the “2013 Purchase Plan”). When the 2013 Plan took effect, all shares available for grant under our 2007 Stock Plan, as amended (the “2007 Plan”), were transferred into the share pool of the 2013 Plan. Subsequent to our initial public offering, we have not granted, and will not grant in the future, any additional awards under the 2007 Plan. However, the 2007 Plan will continue to govern the terms and conditions of all outstanding equity awards granted under the 2007 Plan. Under our 2013 Plan, we granted performance stock options and performance restricted stock units during the three months ended March 31, 2016. The fair value of our market-based performance stock options was estimated on the grant date using a Monte Carlo simulation. The fair value of our performance restricted stock units was estimated based on the fair market value of our stock on the grant date and the number of restricted stock units we expect to vest based on our estimate of the achievement of the underlying performance conditions. We recorded stock-based compensation expense of $6.6 million and $6.8 million for the three months ended March 31, 2016 and 2015 , respectively. We include stock-based compensation expense in cost and expenses consistent with the classification of respective employees’ cash compensation in our consolidated statements of operations. Individuals exercised 6,060 and 687,880 stock options during the three months ended March 31, 2016 and the year ended December 31, 2015 , respectively. During the three months ended March 31, 2016 and the year ended December 31, 2015 we issued 313,382 and 269,236 shares of Series 1 common stock, respectively, net of shares withheld for taxes, upon the vesting of restricted stock units. Stock-based compensation expense for all employee share-based payment awards is based upon the grant date fair value. We recognize compensation costs, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from our previous estimates. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The rights of the holders of Series 1 and Series 2 common stock are identical, except with respect to voting. Each share of Series 1 and Series 2 common stock is entitled to one vote per share; however holders of Series 2 common stock are not entitled to vote in connection with the election of the members of our board of directors. Shares of Series 2 common stock may be converted into shares of Series 1 common stock at any time at the option of the stockholder. As of March 31, 2016 and 2015 , no shares of Series 2 common stock were outstanding. The following table sets forth the computation of basic and diluted net income (loss) per share of common stock (in thousands, except per share amounts): Three Months Ended 2016 2015 (unaudited) Numerator Net income (loss) $ (36 ) $ 4,059 Denominator Weighted average common shares outstanding - basic 49,188 54,029 Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares — 1,006 Weighted average common shares outstanding - diluted 49,188 55,035 Net income (loss) per share: Basic $ 0.00 $ 0.08 Diluted $ 0.00 $ 0.07 The following common equivalent shares were excluded from the diluted net income (loss) per share calculation, as their inclusion would have been anti-dilutive (in thousands): Three Months Ended 2016 2015 (unaudited) Stock options 742 2,962 Restricted stock units 1,479 818 Employee Stock Purchase Plan shares — 385 Total 2,221 4,165 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP set forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop our own assumptions. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2016 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 160,671 $ — $ — $ 160,671 Liabilities: Foreign exchange forward contract $ — $ 8 $ — $ 8 Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 160,566 $ — $ — $ 160,566 Foreign exchange forward contract $ — $ 19 $ — $ 19 Money market deposit accounts are reported on our consolidated balance sheets as cash and cash equivalents and derivative instruments are reported on our consolidated balance sheets as either accrued expenses and other current liabilities or prepaid assets and other current assets, net. The fair value of our derivative instruments has been determined using pricing models that take into account the underlying contract terms, as well as all applicable inputs, such as currency rates. The derivative instruments have a fair value of $0.0 million and $0.0 million as of March 31, 2016 and December 31, 2015 , respectively, because we entered into such instruments on those period-ending dates. Our other financial instruments consist primarily of accounts receivable, accounts payable, accrued liabilities and notes payable. The carrying value of these assets and liabilities approximate their respective fair values as of March 31, 2016 and December 31, 2015 due to the short-term maturities, or in the case of our long term notes payable, based on the variable interest rate feature. During the three months ended March 31, 2016 , we recorded a fair value adjustment to the carrying amount of internally developed software and website development costs related to certain projects, resulting in $0.8 million of impairment expense. See Note 2, “Summary of Significant Accounting Policies.” During the year ended December 31, 2015 , we recorded a fair value adjustment to the identified intangible assets associated with one of our websites, Bons-de-Reduction.com, resulting in $2.3 million of impairment expense. See Note 3, “Goodwill and Other Intangible Assets.” |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our quarterly tax provision is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to significant variation due to several factors, including our ability to accurately predict our pre-tax income or loss in multiple jurisdictions, the impact of non-deductible stock-based compensation and deferred compensation charges, the effects of acquisitions and the integration of those acquisitions and by changes in tax laws and regulations. Additionally, our effective tax rate can be more or less volatile based on the amount of our pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. For the three months ended March 31, 2016 and 2015 , we recorded income tax expense of $0.1 million and $2.4 million , respectively, resulting in an effective tax rate of 255.0% and 37.1% , respectively. Our quarterly effective tax rate is subject to significant volatility based on the actual amount of pre-tax income or loss we generate in the period, changes to our forecasted annual effective tax rate and the impact of discrete items arising in the quarter. The significant volatility of our effective tax rate for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015 was driven by the impact of discrete items charged to income tax expense on reduced pre-tax income of $0.0 million in the current period as compared to $6.5 million in the prior year period. As of March 31, 2016 , our forecasted annual effective tax rate estimate for the year ended December 31, 2016 differed from the statutory rate primarily due to tax charges associated with non-deductible stock-based compensation charges and state taxes, which are partially offset by the benefit from U.S. federal research and development tax credits. As of March 31, 2015 , our forecasted annual effective tax rate estimate for the year ended December 31, 2015 differed from the statutory rate primarily due to tax charges associated with non-deductible stock-based compensation charges, non-deductible deferred compensation expenses and state taxes, which was partially offset by the effect of different statutory tax rates in foreign jurisdictions and the benefit of disqualifying dispositions of incentive stock options. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 5, 2016, we acquired GiftcardZen Inc, a private company and the operator of giftcardzen.com, a secondary marketplace for gift cards, for approximately $22.0 million of initial cash consideration. The initial cash consideration is subject to adjustment based on the amount of GiftcardZen Inc’s working capital as of April 5, 2016. In connection with the acquisition, we incurred approximately $0.5 million in direct acquisition costs. Due to the timing of the acquisition, we have not yet finalized our allocation of the purchase price to the fair value of assets acquired and liabilities assumed. In conjunction with the acquisition of GiftcardZen Inc, we entered into a deferred compensation arrangement with a key former employee of GiftcardZen Inc. This arrangement has a total value of up to $11.0 million , to be paid to the key employee at dates between 10 and 24 months following the acquisition, contingent upon the achievement of specific performance targets and the key employee's continued employment with RetailMeNot. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation As used in this report, the terms “we,” “the Company,” “us” or “our” refer to RetailMeNot, Inc. and its wholly-owned subsidiaries. The condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. All significant intercompany transactions and balances have been eliminated. The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2015 , which are included in our Annual Report on Form 10-K for the year ended December 31, 2015 . The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other period. |
Significant Estimates and Judgments | Significant Estimates and Judgments The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net revenues and expenses during the reporting periods. These estimates and assumptions could have a material effect on our future results of operations and financial position. Significant items subject to our estimates and assumptions include stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, allowance for doubtful accounts, revenue returns reserve, the best estimate of selling prices associated with multiple element revenue arrangement, unrecognized tax benefits, acquisition-related contingent liabilities and the useful lives of property and equipment and intangible assets. As a result, actual amounts could differ from those presented herein. |
Business Segment | Business Segment We have one operating and reporting segment consisting of various products and services that are all related to our marketplace for digital offers. Our chief operating decision maker is our Chief Executive Officer. Our Chief Executive Officer allocates resources and assesses performance of the business and other activities at a single reporting segment level. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly-liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net represent amounts due from retailers, primarily through various performance marketing networks, for commissions earned on consumer purchases and amounts due for advertising. We record an allowance for doubtful accounts in an amount equal to the estimated probable losses net of recoveries, which are based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net includes assets such as furniture and fixtures, leasehold improvements, computer hardware, office and telephone equipment and certain capitalized internally developed software and website development costs. We record property and equipment at cost less accumulated depreciation and amortization, using the straight-line method. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Property and equipment are depreciated over their estimated economic lives, which range from three to five years , using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. Capitalized internally developed software and website development costs are depreciated over their estimated useful lives, which range from two to three years . We perform reviews for the impairment of property and equipment when management believes events or circumstances indicate the carrying amount of an asset may not be recoverable. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. We evaluate goodwill for impairment annually on October 1, during the fourth quarter of each year, or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. Events or circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or in legal factors, an adverse action or assessment by a regulator, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant underperformance relative to operating performance indicators and significant changes in competition. We evaluate the recoverability of goodwill using a two-step impairment process tested at our sole reporting segment level. In the first step, the fair value for our reporting unit is compared to our book value including goodwill. If the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the sole reporting segment and the net fair value of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statements of operations. We did not record any goodwill impairment charges during the three months ended March 31, 2016 and the year ended December 31, 2015 . Identifiable intangible assets consist of acquired customer intangible assets, marketing-related intangible assets, contract-based intangible assets, and technology-based intangible assets. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line or accelerated basis. See Note 3, “Goodwill and Other Intangible Assets”. The method of amortization applied represents our best estimate of the distribution of the economic value of the identifiable intangible assets. The factors we consider in determining the useful lives of identifiable intangible assets included the extent to which expected future cash flows would be affected by our intent and ability to retain use of these assets, including the period of time that would capture 90% or more of the assets value on a perpetuity basis. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. |
Revenue Recognition | Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee to the paid retailer, defined as a retailer with which we have a contract, is fixed or determinable and collectability of the resulting receivable is reasonably assured. For commission revenues, which represent the substantial majority of our net revenues, revenue recognition generally occurs when a consumer, having visited one of our websites and clicked on a digital offer for a paid retailer makes a purchase with such paid retailer, and completion of the order is reported to us by such paid retailer, either directly or through a performance marketing network. The reporting by the paid retailer includes the amount of commissions the paid retailer has calculated as owing to us. Certain paid retailers do not provide reporting until a commission payment is made. In those cases, which have historically not been significant, we record commission revenues on a cash basis. For advertising revenues, revenue recognition occurs when we display a paid retailer’s advertisements on our websites or mobile applications. Multiple Element Arrangements . When we enter into revenue arrangements with certain paid retailers that are comprised of multiple deliverables, we allocate consideration to all deliverables based on the relative selling price method in accordance with the selling price hierarchy. The objective of the hierarchy is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis and requires the use of: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if VSOE is not available; and (3) a best estimate of the selling price, or BESP, if neither VSOE nor TPE is available. VSOE . We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the stand-alone selling prices for these services fall within a reasonably narrow pricing range. We have not historically sold our services within a reasonably narrow pricing range. As a result, we have not been able to establish VSOE. TPE . When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE. BESP . When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, both our determination of our relative selling price under the hierarchy and our BESPs could change in future periods. We estimate and record a reserve based upon actual, historical return rates as reported to us by paid retailers to provide for end-user cancellations or product returns, which may not be reported by the paid retailer or performance marketing network until a subsequent date. As such, we report commission revenues net of the estimated returns reserve. Net revenues are reported net of sales taxes, where applicable. Our payment arrangements with paid retailers are both direct and through performance marketing networks, which act as intermediaries between the paid retailers and us. No paid retailer individually accounted for more than 10% of net revenues or accounts receivable as of and for the three months ended March 31, 2016 and 2015 . |
Cost of Net Revenues | Cost of Net Revenues Cost of net revenues is composed of direct and indirect costs incurred to generate revenue. These costs consist primarily of personnel costs of our salaried merchandising and technology support employees and fees paid to third-party contractors engaged in the operation and maintenance of our existing websites and mobile applications. Such technology costs also include website hosting and Internet service costs. Other costs include allocated facility and general information technology costs. |
Sales and Marketing Expense | Sales and Marketing Expense Our sales and marketing expense consists primarily of personnel costs for our sales, marketing, search engine optimization, search engine marketing and business analytics employees, as well as online, brand and other marketing expenses. Our online, brand and other marketing costs include search engine fees, advertising on social networks, television and radio advertising, promotions, display advertisements, creative development fees, public relations, email campaigns, trade shows and other general marketing costs. Other costs include allocated facility and general information technology costs. |
Product Development | Product Development Our product development expense consists primarily of personnel costs of our product management and software engineering teams, as well as fees paid to third-party contractors and consultants engaged in the design, development, testing and improvement of the functionality, offer content and user experience of our websites and mobile applications. |
General and Administrative Expense | General and Administrative Expense Our general and administrative expense represents personnel costs for employees involved in general corporate functions, including executive, finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expense include professional fees for legal, audit and other consulting services, the provision for doubtful accounts receivable, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs and other general corporate overhead expenses. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award, net of estimated forfeitures. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from those estimates. We include stock-based compensation expense in cost of net revenues and operating expenses in our consolidated statements of operations, consistent with the respective employees’ cash compensation. We determine the fair value of stock options on the grant date using the Black-Scholes-Merton valuation model. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to the instruments’ short-term maturities or, in the case of the long-term notes payable, based on the variable interest rate feature. We record derivative liabilities at fair value. |
Income Taxes | Income Taxes The provision for income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted tax rates that are applicable in a given year. The deferred tax assets are recorded net of a valuation allowance when, based on the available supporting evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates or has operated within a relevant period, including the United States, the United Kingdom, France, Germany, and the Netherlands. Significant judgment is required in determining uncertain tax positions. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We include interest and penalties related to uncertain tax positions in the provision for income taxes on our consolidated statements of operations. |
Foreign Currency | Foreign Currency Our operations outside of the U.S. generally use the local currency as their functional currency. Assets and liabilities for these operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the period. Foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) in our consolidated statements of comprehensive income. Gains and losses from foreign currency denominated transactions are recorded in other income (expense), net in our consolidated statements of operations. |
Non-Marketable Investments and Other-Than-Temporary Impairment | Non-Marketable Investments and Other-Than-Temporary Impairment During the second quarter of 2015, we invested $4.0 million in a non-controlling minority ownership stake in a privately-held marketing technology company in the United States. The minority interest is included at cost in other assets, net, on our consolidated balance sheets. We own less than 20% of the voting equity of the investee. We regularly evaluate the carrying value of our cost-method investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. The primary indicators we utilize to identify these events and circumstances are the investee’s ability to remain in business, such as the investee’s liquidity and rate of cash use, and the investee’s ability to secure additional funding and the value of that additional funding. In the event a decline in fair value is judged to be other-than-temporary, we will record an other-than-temporary impairment charge in other income, net in our consolidated statements of operations. As the inputs utilized for our periodic impairment assessment are not based on observable market data, potential impairment charges related to our cost-method investment would be classified within Level 3 of the fair value hierarchy. To determine the fair value of this investment, we use all available financial information related to the entity, including information based on recent or pending third-party equity investments in the entity. In certain instances, a cost-method investment’s fair value is not estimated as there are no identified events or changes in the circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical. |
Derivative Financial Instruments | Derivative Financial Instruments Our operations outside of the U.S. expose us to various market risks that may affect our consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. Our primary foreign currency exposures are in Euros and British Pound Sterling. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our operations are translated from local currency into U.S. dollars upon consolidation. We have entered into a derivative instrument to hedge certain exposures of non-functional currency denominated intercompany loans and may enter into further such instruments in the future. We have not elected to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recorded in other income (expense), net in our consolidated statement of operations. During the three months ended March 31, 2016, and 2015 , we recorded a loss of $0.3 million and a gain of $1.0 million , respectively, related to our foreign exchange derivative instruments. The fair value of our outstanding foreign exchange derivative instrument as of March 31, 2016 and December 31, 2015 , the dates on which we entered into those respective instruments, was $0.0 million and $0.0 million , respectively. The notional amount of our outstanding foreign exchange derivative instrument as of March 31, 2016 and December 31, 2015 was $6.3 million and $6.3 million , respectively. We do not use financial instruments for trading or speculative purposes. Derivative instruments are recorded on the balance sheet at fair value and are short-term in duration. We are exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements - Recently Adopted In April 2015, the Financial Accounting Standards Board, or FASB, issued new guidance clarifying whether a customer should account for a cloud computing arrangement as an acquisition of a software license or as a service arrangement by providing characteristics that a cloud computing arrangement must have in order to be accounted for as a software license acquisition. The guidance allows either retrospective or prospective application and is effective for fiscal years beginning after December 15, 2015. The adoption of this guidance in the first quarter of 2016 did not have a material impact on our consolidated financial statements. In April 2015, the FASB issued new guidance that amends the balance sheet presentation of debt issuance costs. The guidance requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015. The adoption of this guidance in the first quarter of 2016 resulted in a reclassification of $1.6 million of debt issuance costs associated with our long-term debt as of December 31, 2015 from other assets, net to long term debt in our consolidated financial statements. In November 2015, the FASB issued new guidance that amends the balance sheet presentation for deferred tax assets and liabilities. The guidance requires that all deferred tax assets and liabilities, and any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance allows either retrospective or prospective application and is effective for fiscal years beginning after December 15, 2016. The early adoption of this guidance in the first quarter of 2016, using retrospective application, resulted in a reclassification as of December 31, 2015 that consisted of a $3.9 million decrease in current deferred tax assets, included within prepaids and other current assets, net, a $0.9 million increase in noncurrent deferred tax assets, included within other assets, net, and a $3.0 million decrease in deferred tax liability—noncurrent. Recent Accounting Pronouncements - To Be Adopted In May 2014, the FASB issued new guidance that superseded previously existing revenue recognition requirements. The guidance provides a five-step process to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration expected in exchange for those goods and services. The guidance requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. On July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for the first interim period within annual reporting periods beginning after that date, using either a full or modified retrospective application method. Early adoption of the standard is permitted, but not before the first interim period within annual reporting periods beginning after the original effective date of December 15, 2016. We are currently evaluating which of the two retrospective application methods we will use and the effect that the adoption of this guidance will have on our consolidated financial statements. In February 2016, the FASB issued new guidance that amends the existing accounting standards for lease accounting. The guidance requires lessees to recognize assets and liabilities on their balance sheets for all leases with terms of of more than twelve months. Additionally, the guidance requires new qualitative and quantitative disclosures about leasing activities. The guidance requires a modified retrospective application approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In March 2016, the FASB issued new guidance that amends several aspects of the existing accounting standards for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2016, using either a prospective or retrospective application method. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. |
Goodwill and Other Intangible17
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill Balance | Changes in our goodwill balance for the year ended December 31, 2015 and the three months ended March 31, 2016 are summarized in the table below (in thousands): Balance at December 31, 2014 $ 176,927 Acquired in business combinations — Foreign currency translation adjustment (2,202 ) Balance at December 31, 2015 174,725 Acquired in business combinations — Foreign currency translation adjustment 791 Balance at March 31, 2016 (unaudited) $ 175,516 |
Schedule of Intangible Assets | Intangible assets consisted of the following as of March 31, 2016 and December 31, 2015 (dollars in thousands): Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) March 31, 2016 (unaudited) Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 180 $ 15,855 $ (5,764 ) $ — $ 10,091 Marketing-related 154 48-180 78,979 (30,423 ) — 48,556 Contract-based 58 12-60 19,743 (18,852 ) — 891 Technology-based 12 12 7,690 (7,690 ) — — Total intangible assets $ 122,267 $ (62,729 ) $ — $ 59,538 Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) December 31, 2015 Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 180 $ 16,082 $ (5,496 ) $ (243 ) $ 10,343 Marketing-related 154 48-180 80,745 (28,755 ) (2,068 ) 49,922 Contract-based 58 12-60 19,755 (18,746 ) (29 ) 980 Technology-based 12 12 7,643 (7,643 ) — — Total intangible assets $ 124,225 $ (60,640 ) $ (2,340 ) $ 61,245 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income (loss) per share of common stock (in thousands, except per share amounts): Three Months Ended 2016 2015 (unaudited) Numerator Net income (loss) $ (36 ) $ 4,059 Denominator Weighted average common shares outstanding - basic 49,188 54,029 Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares — 1,006 Weighted average common shares outstanding - diluted 49,188 55,035 Net income (loss) per share: Basic $ 0.00 $ 0.08 Diluted $ 0.00 $ 0.07 |
Schedule of Common Equivalent Shares Excluded from Diluted Net Income (Loss) Per Share Calculation | The following common equivalent shares were excluded from the diluted net income (loss) per share calculation, as their inclusion would have been anti-dilutive (in thousands): Three Months Ended 2016 2015 (unaudited) Stock options 742 2,962 Restricted stock units 1,479 818 Employee Stock Purchase Plan shares — 385 Total 2,221 4,165 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2016 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 160,671 $ — $ — $ 160,671 Liabilities: Foreign exchange forward contract $ — $ 8 $ — $ 8 Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 160,566 $ — $ — $ 160,566 Foreign exchange forward contract $ — $ 19 $ — $ 19 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($)retailersegment | Mar. 31, 2015USD ($)retailer | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | |
Accounting Policies [Abstract] | ||||
Number of operating segments | segment | 1 | |||
Number of reportable segments | segment | 1 | |||
Property, Plant and Equipment | ||||
Impairment expense, property and equipment | $ 800,000 | |||
Goodwill impairment charges recorded | $ 0 | $ 0 | ||
Percentage of the intangible asset's value on a perpetuity basis | 90.00% | |||
Impairment expense | $ 0 | 2,340,000 | ||
Number of customers representing greater than 10% of net revenues during the period or accounts receivable as of the end of the period | retailer | 0 | 0 | ||
Non-controlling interest investment | $ 4,000,000 | |||
Ownership percentage in investee (less than) | 20.00% | |||
Derivatives, Fair Value | ||||
Fair value of derivative instruments | $ 0 | 0 | ||
Accounting Standards Update 2015-17 | ||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||
Decrease in current deferred tax assets | 3,900,000 | |||
Increase in noncurrent deferred tax assets | 900,000 | |||
Decrease in deferred tax liability | 3,000,000 | |||
Accounting Standards Update 2015-03 | Other Assets | ||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||
Reclassification of debt issuance costs from Other Assets to Long-term Debt | (1,600,000) | |||
Accounting Standards Update 2015-03 | Long-term Debt | ||||
New Accounting Pronouncements and Changes in Accounting Principles | ||||
Reclassification of debt issuance costs from Other Assets to Long-term Debt | 1,600,000 | |||
Minimum | ||||
Property, Plant and Equipment | ||||
Estimated useful life - property and equipment (in years) | 3 years | |||
Estimated useful life - capitalized internally developed software and website development costs (in years) | 2 years | |||
Maximum | ||||
Property, Plant and Equipment | ||||
Estimated useful life - property and equipment (in years) | 5 years | |||
Estimated useful life - capitalized internally developed software and website development costs (in years) | 3 years | |||
Foreign Exchange Forward Contract | ||||
Derivatives, Fair Value | ||||
Loss on foreign exchange derivatives instruments | $ 300,000 | |||
Gain on foreign exchange derivatives instruments | $ 1,000,000 | |||
Fair value of derivative instruments | 0 | 0 | ||
Notional amount of foreign exchange derivative instruments | $ 6,300,000 | $ 6,300,000 |
Goodwill and Other Intangible21
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill Balance (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill | ||
Beginning balance | $ 174,725 | $ 176,927 |
Acquired in business combinations | 0 | 0 |
Foreign currency translation adjustment | 791 | (2,202) |
Ending balance | $ 175,516 | $ 174,725 |
Goodwill and Other Intangible22
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets | ||
Gross | $ 122,267 | $ 124,225 |
Accumulated amortization | (62,729) | (60,640) |
Impairment expense | 0 | (2,340) |
Intangible assets, net | $ 59,538 | $ 61,245 |
Minimum | ||
Finite-Lived Intangible Assets | ||
Estimated useful life (in months) | 2 years | |
Maximum | ||
Finite-Lived Intangible Assets | ||
Estimated useful life (in months) | 3 years | |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Weighted-average amortization period (in months) | 180 months | 180 months |
Estimated useful life (in months) | 180 months | 180 months |
Gross | $ 15,855 | $ 16,082 |
Accumulated amortization | (5,764) | (5,496) |
Impairment expense | 0 | (243) |
Intangible assets, net | $ 10,091 | $ 10,343 |
Marketing-Related | ||
Finite-Lived Intangible Assets | ||
Weighted-average amortization period (in months) | 154 months | 154 months |
Gross | $ 78,979 | $ 80,745 |
Accumulated amortization | (30,423) | (28,755) |
Impairment expense | 0 | (2,068) |
Intangible assets, net | $ 48,556 | $ 49,922 |
Marketing-Related | Minimum | ||
Finite-Lived Intangible Assets | ||
Estimated useful life (in months) | 48 months | 48 months |
Marketing-Related | Maximum | ||
Finite-Lived Intangible Assets | ||
Estimated useful life (in months) | 180 months | 180 months |
Contract-Based | ||
Finite-Lived Intangible Assets | ||
Weighted-average amortization period (in months) | 58 months | 58 months |
Gross | $ 19,743 | $ 19,755 |
Accumulated amortization | (18,852) | (18,746) |
Impairment expense | 0 | (29) |
Intangible assets, net | $ 891 | $ 980 |
Contract-Based | Minimum | ||
Finite-Lived Intangible Assets | ||
Estimated useful life (in months) | 12 months | 12 months |
Contract-Based | Maximum | ||
Finite-Lived Intangible Assets | ||
Estimated useful life (in months) | 60 months | 60 months |
Technology-Based | ||
Finite-Lived Intangible Assets | ||
Weighted-average amortization period (in months) | 12 months | 12 months |
Estimated useful life (in months) | 12 months | 12 months |
Gross | $ 7,690 | $ 7,643 |
Accumulated amortization | (7,690) | (7,643) |
Impairment expense | 0 | 0 |
Intangible assets, net | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense under operating leases | $ 1.7 | $ 1.3 |
Stockholders' Equity and Stoc24
Stockholders' Equity and Stock-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 29, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Feb. 28, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, par value (usd per share) | $ 0.001 | ||||
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Share based compensation expense | $ 6,600,000 | $ 6,800,000 | |||
Exercise of stock options (in shares) | 6,060 | 687,880 | |||
Series 1 Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 48,711,631 | 51,091,393 | |||
Authorized amount for stock repurchase program (in usd) | $ 150,000,000 | $ 100,000,000 | |||
Additional authorized amount under stock repurchase program (in usd) | $ 50,000,000 | ||||
Series 1 common stock repurchased (in shares) | 2,699,204 | 4,323,000 | |||
Series 1 common stock repurchased (in usd) | $ 23,700,000 | $ 52,800,000 | |||
Series 1 Common Stock | Restricted Stock Units | 2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Shares issued in period due to vesting of restricted stock units | 313,382 | 269,236 | |||
Series 2 Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Common stock, shares authorized | 6,107,494 | 6,107,494 | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 0 | 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) | 3 Months Ended | |
Mar. 31, 2016vote / sharesshares | Dec. 31, 2015shares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method | ||
Voting right per share of common stock | vote / shares | 1 | |
Series 2 Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method | ||
Common stock, shares outstanding | shares | 0 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ (36) | $ 4,059 |
Weighted average common shares outstanding - basic | 49,188 | 54,029 |
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares | 0 | 1,006 |
Weighted average common shares outstanding - diluted | 49,188 | 55,035 |
Net income (loss) per share: | ||
Basic (in usd per share) | $ 0 | $ 0.08 |
Diluted (in usd per share) | $ 0 | $ 0.07 |
Earnings Per Share - Schedule27
Earnings Per Share - Schedule of Common Equivalent Shares Excluded from Diluted Net Income (Loss) Per Share Calculation (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common equivalent shares | 2,221 | 4,165 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common equivalent shares | 742 | 2,962 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common equivalent shares | 1,479 | 818 |
Employee Stock Purchase Plan Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total common equivalent shares | 0 | 385 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value of derivative instruments | $ 0 | $ 0 | |
Impairment of assets | 834 | $ 0 | |
Impairment expense | 0 | 2,340 | |
Foreign Exchange Forward Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value of derivative instruments | 0 | 0 | |
Fair Value, Measurements, Recurring | Foreign Exchange Forward Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liabilities | 8 | ||
Derivative assets | 19 | ||
Fair Value, Measurements, Recurring | Money Market Deposit Accounts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Cash and cash equivalents | 160,671 | 160,566 | |
Fair Value, Measurements, Recurring | Level 1 | Foreign Exchange Forward Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liabilities | 0 | ||
Derivative assets | 0 | ||
Fair Value, Measurements, Recurring | Level 1 | Money Market Deposit Accounts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Cash and cash equivalents | 160,671 | 160,566 | |
Fair Value, Measurements, Recurring | Level 2 | Foreign Exchange Forward Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liabilities | 8 | ||
Derivative assets | 19 | ||
Fair Value, Measurements, Recurring | Level 2 | Money Market Deposit Accounts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Cash and cash equivalents | 0 | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Foreign Exchange Forward Contract | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative liabilities | 0 | ||
Derivative assets | 0 | ||
Fair Value, Measurements, Recurring | Level 3 | Money Market Deposit Accounts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Cash and cash equivalents | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 59 | $ 2,393 |
Effective tax rate | 255.00% | 37.10% |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | $ 23 | $ 6,452 |
Subsequent Events (Details)
Subsequent Events (Details) - GiftCard Zen, Inc. - Subsequent Event $ in Millions | Apr. 05, 2016USD ($) |
Business Acquisition | |
Initial cash consideration | $ 22 |
Direct acquisition costs | 0.5 |
Total value of deferred compensation arrangements | $ 11 |
Minimum | |
Business Acquisition | |
Deferred compensation arrangement, payment distribution period | 10 months |
Maximum | |
Business Acquisition | |
Deferred compensation arrangement, payment distribution period | 24 months |