Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 04, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | RIGHTSIDE GROUP, LTD. | ||
Entity Central Index Key | 1,589,094 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 127.7 | ||
Entity Common Stock, Shares Outstanding | 19,196,585 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NAME |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 45,095 | $ 49,743 |
Accounts receivable, net | 11,306 | 14,256 |
Prepaid expenses and other current assets | 7,934 | 6,898 |
Deferred registration costs | 75,435 | 73,289 |
Total current assets | 139,770 | 144,186 |
Deferred registration costs, less current portion | 15,700 | 14,502 |
Property and equipment, net | 13,298 | 11,527 |
Intangible assets, net | 54,328 | 37,116 |
Goodwill | 103,042 | 103,042 |
gTLD deposits | 8,139 | 21,180 |
Other assets | 3,027 | 3,298 |
Total assets | 337,304 | 334,851 |
Current liabilities | ||
Accounts payable | 7,262 | 7,190 |
Accrued expenses and other current liabilities | 24,591 | 22,313 |
Debt | 1,500 | 1,500 |
Capital lease obligation | 1,193 | |
Deferred revenue | 98,294 | 92,683 |
Total current liabilities | 132,840 | 123,686 |
Deferred revenue, less current portion | 20,487 | 19,195 |
Debt, less current portion | 23,277 | 23,605 |
Capital lease obligation, less current portion | 811 | |
Deferred tax liabilities, net | 15,477 | 18,403 |
Other liabilities | 1,125 | 1,117 |
Total liabilities | $ 194,017 | $ 186,006 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.0001 par value per share Authorized shares: 20,000 and 20,000 Shares issued and outstanding: 0 and 0 | ||
Common stock, $0.0001 par value per share Authorized shares: 100,000 and 100,000 Shares issued and outstanding: 19,099 and 18,661 | $ 2 | $ 2 |
Additional paid-in capital | 147,475 | 141,709 |
(Accumulated deficit) retained earnings | (4,190) | 7,134 |
Total stockholders' equity | 143,287 | 148,845 |
Total liabilities and stockholders' equity | $ 337,304 | $ 334,851 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,099,000 | 18,661,000 |
Common stock, shares outstanding | 19,099,000 | 18,661,000 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 212,486 | $ 191,748 | $ 185,192 |
Cost of revenue (excluding depreciation and amortization) | 162,452 | 149,710 | 133,714 |
Sales and marketing | 10,567 | 9,461 | 10,210 |
Technology and development | 21,062 | 20,476 | 18,516 |
General and administrative | 20,078 | 21,157 | 24,191 |
Depreciation and amortization | 16,428 | 15,441 | 14,382 |
Gain on other assets, net | (9,403) | (22,103) | (4,232) |
Interest expense | 4,922 | 1,988 | |
Other expense (income), net | 18 | (1,196) | 58 |
Loss before income tax | (13,638) | (3,186) | (11,647) |
Income tax benefit | (2,314) | (1,328) | (944) |
Net loss | $ (11,324) | $ (1,858) | $ (10,703) |
Net loss per share attributable to common stockholders - Basic (in earnings per share) | $ (0.60) | $ (0.10) | $ (0.58) |
Net loss per share attributable to common stockholders - Diluted (in earnings per share) | $ (0.60) | $ (0.10) | $ (0.58) |
Weighted average shares outstanding, basic | 18,867 | 18,452 | 18,413 |
Weighted average shares outstanding, diluted | 18,867 | 18,452 | 18,413 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (11,324) | $ (1,858) | $ (10,703) |
Other comprehensive (loss) income: | |||
Unrealized gain (loss) on available-for-sale securities | (906) | 906 | |
Tax effect | 329 | (329) | |
Other comprehensive (loss) income, net of tax | (577) | 577 | |
Comprehensive loss | $ (11,324) | $ (2,435) | $ (10,126) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Parent company investment | Common stock | Additional paid-in capital | (Accumulated deficit) retained earnings | Accumulated other comprehensive income (loss) | |
Balance at the beginning of the period at Dec. 31, 2012 | $ 144,627 | $ 144,627 | |||||
Unrealized gain on available-for-sale securities | 577 | $ 577 | |||||
Net increase (decrease) in parent company investment | 38,255 | 38,255 | |||||
Net loss | (10,703) | (10,703) | |||||
Balance at the end of the period at Dec. 31, 2013 | 172,756 | 172,179 | 577 | ||||
Realized gain on available for sale securities, net of tax | (577) | (577) | |||||
Net loss prior to spin-off | (8,992) | (8,992) | |||||
Net increase (decrease) in parent company investment | (28,043) | (28,043) | |||||
Balance at the end of the period at Jul. 31, 2014 | 135,144 | $ 2 | $ 135,142 | ||||
Balance at the end of the period (in shares) at Jul. 31, 2014 | 18,413 | ||||||
Capitalization at spin-off | (135,144) | $ 2 | 135,142 | ||||
Capitalization at Spin-off (in shares) | 18,413 | ||||||
Balance at the beginning of the period at Dec. 31, 2013 | 172,756 | $ 172,179 | $ 577 | ||||
Net increase (decrease) in parent company investment | 28,000 | ||||||
Net loss | (1,858) | ||||||
Balance at the end of the period at Dec. 31, 2014 | 148,845 | $ 2 | 141,709 | $ 7,134 | |||
Balance at the end of the period (in shares) at Dec. 31, 2014 | 18,661 | ||||||
Other | [1] | 495 | 495 | ||||
Stock-based compensation | 6,450 | 6,450 | |||||
Stock option exercises and vesting of restricted stock units | 46 | 46 | |||||
Stock option exercises and vesting of restricted stock units (in shares) | 438 | ||||||
Tax withholdings on the vesting of restricted stock units | (1,225) | (1,225) | |||||
Net loss | (11,324) | (11,324) | |||||
Balance at the end of the period at Dec. 31, 2015 | $ 143,287 | $ 2 | $ 147,475 | $ (4,190) | |||
Balance at the end of the period (in shares) at Dec. 31, 2015 | 19,099 | ||||||
[1] | Represents an adjustment of our allocation of pre-spin net tax losses. |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net loss | $ (11,324,000) | $ (1,858,000) | $ (10,703,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 16,428,000 | 15,441,000 | 14,382,000 |
Amortization of discount and issuance costs on debt | 1,867,000 | 764,000 | |
Deferred income taxes | (2,314,000) | (1,359,000) | (630,000) |
Stock-based compensation expense | 6,296,000 | 5,836,000 | 9,463,000 |
Gain on gTLD application withdrawals, net | (9,403,000) | (22,103,000) | (4,232,000) |
Gain on sale of marketable securities | (1,362,000) | ||
Other | (204,000) | 86,000 | (982,000) |
Change in operating assets and liabilities: | |||
Accounts receivable | (589,000) | (1,573,000) | 3,330,000 |
Prepaid expenses and other current assets | (2,786,000) | (428,000) | (326,000) |
Deferred registration costs | (3,343,000) | (9,004,000) | (9,749,000) |
Other long-term assets | (951,000) | (1,574,000) | (4,199,000) |
Accounts payable | 72,000 | (395,000) | 702,000 |
Accrued expenses and other liabilities | 2,276,000 | 3,159,000 | (325,000) |
Deferred revenue | 6,903,000 | 15,335,000 | 11,235,000 |
Net cash provided by operating activities | 2,928,000 | 965,000 | 7,966,000 |
Cash flows from investing activities | |||
Purchases of property and equipment | (5,794,000) | (4,818,000) | (8,445,000) |
Purchases of intangible assets | (1,456,000) | (2,104,000) | (2,921,000) |
Payments and deposits for gTLD applications | (9,708,000) | (32,028,000) | (3,949,000) |
Proceeds from gTLD withdrawals | 9,991,000 | 23,461,000 | 5,616,000 |
Issuance of note receivable | (2,500,000) | ||
Proceeds from repayment of note receivable | 1,750,000 | ||
Change in restricted cash | 1,563,000 | ||
Proceeds from sale of marketable securities | 1,362,000 | ||
Other | 320,000 | 405,000 | 982,000 |
Net cash used in investing activities | (4,897,000) | (14,659,000) | (8,717,000) |
Cash flows from financing activities | |||
Principal payments on capital lease obligations | 0 | (101,000) | (241,000) |
Proceeds from debt | 30,000,000 | ||
Principal payments on debt | (1,500,000) | ||
Issuance costs related to debt financings | (2,784,000) | ||
Proceeds from stock option exercises | 46,000 | 51,000 | |
Minimum tax withholding on restricted stock awards | (1,225,000) | (305,000) | |
Payment for acquisition holdback | (1,042,000) | (650,000) | |
Net decrease in parent company investment | (29,215,000) | 27,882,000 | |
Net cash (used in) provided by financing activities | (2,679,000) | (3,396,000) | 26,991,000 |
Change in cash and cash equivalents | (4,648,000) | (17,090,000) | 26,240,000 |
Cash and cash equivalents, beginning of period | 49,743,000 | 66,833,000 | 40,593,000 |
Cash and cash equivalents, end of period | 45,095,000 | 49,743,000 | $ 66,833,000 |
Supplemental disclosure of cash flows: | |||
Cash paid for interest | 3,056,000 | 1,142,000 | |
Cash paid for income taxes | 81,000 | 22,000 | |
Warrants issued in connection with debt | $ 4,441,000 | ||
Supplemental disclosure of noncash financing activities: | |||
Assets acquired under capital lease | $ 2,091,000 |
Company Background, Separation
Company Background, Separation from Demand Media and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Background, Separation from Demand Media and Basis of Presentation | 1. Company Background, Separation from Demand Media and Basis of Presentation Company Background Rightside Group, Ltd. (together with its subsidiaries, “Rightside,” the “Company,” “our,” “we,” or “us”) provides domain name registration and related value‑added service subscriptions to third parties. We are also an accredited registry for new generic Top Level Domains (“gTLDs”) made available by the expansion (the “New gTLD Program”) of new gTLDs by the Internet Corporation for Assigned Names and Numbers (“ICANN”). Separation from Demand Media On August 1, 2014, Demand Media, Inc. (“Demand Media”), a New York Stock Exchange listed company, separated into two independent, publicly-traded companies: Rightside, a domain name services company, and Demand Media, a digital media company (the “Separation”). The Separation was consummated through a tax-free distribution of all of the outstanding shares of our common stock on a pro rata basis to Demand Media stockholders. After the Separation, holders of Demand Media common stock on the record date received one share of Rightside common stock for every five shares of Demand Media common stock. Rightside became an independent, publicly-traded company on the NASDAQ Global Select Market using the symbol: “NAME.” We were incorporated on July 11, 2013 as a wholly-owned subsidiary of Demand Media. Prior to the Separation, the authorized shares of our capital stock were increased from 1,000 shares to 120.0 million shares, divided into the following classes: 100.0 million shares of common stock, par value $0.0001 per share, and 20.0 million shares of preferred stock, par value $0.0001 per share. The 1,000 shares of Rightside common stock, par value $0.0001 per share, that were previously issued and outstanding were automatically reclassified as and became 18.4 million shares of common stock, par value $0.0001 per share. After the Separation, we have one class of common stock issued and outstanding, and no preferred stock outstanding. In connection with the Separation, Demand Media contributed or transferred certain of the subsidiaries and assets relating to its domain name services business to us, and we or our subsidiaries assumed all of the liabilities relating to Demand Media’s domain name services business. We entered into various agreements, including a Transition Services Agreement, with Demand Media which provide for the allocation between Rightside and Demand Media of certain assets, liabilities, and obligations, and govern the relationship between Rightside and Demand Media after the separation. The Transition Services Agreement terminated in February 2016. Basis of Presentation We have prepared the accompanying financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). All intercompany accounts and transactions were eliminated in consolidation. We will refer to combined and consolidated financial statements as “financial statements,” “balance sheets,” “statement of operations,” “statement of cash flow” and “statement of stockholders’ equity” herein. Throughout these financial statements we refer to our years ended December 31, 2015, 2014, and 2013, as “2015,” “2014” and “2013.” After The Separation on August 1, 2014 Our financial statements are presented on a consolidated basis, as we became a separate consolidated group. Our balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows include the accounts of Rightside and our wholly-owned subsidiaries. These financial statements reflect our financial position, results of operations, statement of comprehensive income (loss), equity and cash flows as a separate company and have been prepared in accordance with GAAP. Prior To The Separation on August 1, 2014 Our financial statements are presented on a combined basis as carve-out financial statements, as we were not a separate consolidated group. Our financial statements were derived from the financial statements and accounting records of Demand Media. Our financial statements assume the allocation to us of certain Demand Media corporate expenses relating to Rightside (refer to Note 14—Transactions with Related Parties and Parent Company Investment for further information). The accounting for income taxes is computed for our company on a separate tax return basis (refer to Note 10—Income Taxes for further information). All significant intercompany accounts and transactions, other than those with Demand Media, have been eliminated in preparing the financial statements. All transactions between us and Demand Media have been included in these financial statements and are deemed to be settled as of August 1, 2014. The total net effect of the settlement of these transactions is reflected in the statements of cash flow as a financing activity. These financial statements included expense allocations for certain: (1) corporate functions historically provided by Demand Media, including, but not limited to, finance, legal, information technology, human resources, communications, compliance, and other shared services; (2) employee benefits and incentives; and (3) stock-based compensation expense. These expenses have been allocated to us on a direct basis when identifiable, with the remainder allocated on a pro rata basis calculated as a percentage of our revenue, headcount or expenses to Demand Media’s consolidated results. We consider the basis on which these expenses were allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us during the periods presented. The allocations do not reflect the expense that we would have incurred as an independent company for the periods presented. Actual costs that may have been incurred if we had been a stand‑alone company would depend on a number of factors, including, but not limited to, the chosen organizational structure, the costs of being a stand‑alone publicly-traded company, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. We now perform all of these functions using our own resources and purchased services. For an interim period, some of these functions were provided by Demand Media under a Transition Services Agreement, which terminated in February 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 2. Summary of Significant Accounting Policies and Recent Accounting Pronouncements Use of Estimates We prepared our financial statements in accordance with GAAP, which requires us to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis, which form the basis for making judgments about the carrying value of assets and liabilities. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include revenue, useful lives and impairment of property and equipment, intangible assets, goodwill, deferred income tax assets and liabilities, and valuation allowance. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Revenue Recognition We recognize revenue when four basic criteria are met: (1) persuasive evidence of a sales arrangement exists; (2) performance of services has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. We consider persuasive evidence of a sales arrangement to be the receipt of a signed contract. We assess collectability based on a number of factors, including transaction history and the credit worthiness of a customer. If we determine that collection is not reasonably assured, revenue is not recognized until collection becomes reasonably assured, which is generally upon receipt of cash. We recognize performance incentive rebates and certain other business incentives as a reduction in revenue. We record cash received in advance of revenue recognition as deferred revenue. For arrangements with multiple deliverables, we allocate revenue to each deliverable if the delivered item(s) has value to the customer on a standalone basis and, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. We determine the fair value of the selling price for a deliverable using a hierarchy of (1) Company specific objective and reliable evidence, then (2) third-party evidence, then (3) best estimate of selling price. We allocate any arrangement fee to each of the elements based on their relative selling prices. To the extent that we offer performance incentive rebates or certain other business incentives to our partners, those incentives will be recognized as a reduction to revenue. Domain Name Registration Fees We recognize revenue from registration fees charged to third parties in connection with new, renewed and transferred domain name registrations on a straight‑line basis over the registration term, which ranges from one to ten years. We record payments received in advance of the domain name registration term in deferred revenue in our balance sheets. The registration term and related revenue recognition commences once we confirm that the requested domain name has been recorded in the appropriate registry under accepted contractual performance standards. We defer the associated direct and incremental costs, which principally consist of registry and ICANN fees, and expense them as cost of revenue on a straight‑line basis over the registration term. Our businesses, including eNom and Name.com, are ICANN accredited registrars. Thus, we are the primary obligor with our reseller and retail registrant customers and are responsible for the fulfillment of our registrar services to those parties. As a result, we report revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, we do not recognize any revenue related to transactions between its reseller customers and its ultimate retail customers. A portion of our resellers have contracted with us to provide billing and credit card processing services to the resellers’ retail customer base in addition to registration services. Under these circumstances, the cash collected from these resellers’ retail customer base exceeds the fixed amount per transaction that we charge for domain name registration services. Accordingly, we do not recognize the amounts that we collect for the benefit of the reseller as revenue, rather the amounts are recorded as a liability until we remit the funds to the reseller on a periodic basis. We report revenue from these resellers on a net basis because the reseller determines the price to charge the retail customer, maintains the primary customer relationship and retains the credit risk. Value‑added Services We recognize revenue from online registrar value‑added services, which include, but are not limited to, security certificates, domain name identification protection, charges associated with alternative payment methodologies, web hosting services and email services on a straight‑line basis over the period in which services are provided. We include payments received in advance of services being provided in deferred revenue. Domain Name Monetization Services Domain name monetization service revenue represents advertising revenue and primarily includes revenue derived from cost‑per‑click advertising links we place on websites owned by us, which we acquire and sell on a regular basis, and on websites owned by certain of our customers, with whom we have revenue sharing arrangements. Where we enter into revenue sharing arrangements with our customers, such as those relating to advertising on our customers’ domains, and when we are considered the primary obligor, we report the underlying revenue on a gross basis in our statements of operations, and record these revenue‑sharing payments to our customers as revenue‑sharing expenses, which are included in cost of revenue. Also included under this heading is revenue which represents proceeds received from selling domain names from our portfolio, as well as proceeds received from selling domain names that are not renewed by customers of our registrar platform. Domain name sales are primarily conducted through our direct sales efforts as well as through our NameJet, LLC (“NameJet”) joint venture with Web.com, of which we own 50%. While certain domain names sold are registered on our registrar platform upon sale, we have determined that sales revenue and related registration revenue represent separate units of accounting, because the domain name has value to the customers on a stand‑alone basis, where a customer could resell it separately, without the registration service, there is objective and reliable evidence of the fair value of the registration service and no general rights of return. We evaluated each deliverable, domain name sale and domain name registration, to determine whether vendor‑specific objective evidence (“VSOE”) or third-party evidence of selling price (“TPE”) existed in order to determine the selling price for each unit of accounting. We determined that there is VSOE for domain name registrations through analysis of historical stand‑alone transactions sold by us, which have been consistently priced with limited discounts. For domain name sales, we have determined that TPE is not a practical alternative due to uniqueness of domain names compared to those sold by competitors and the availability of relevant third-party pricing information. We have not established VSOE for domain names due to the lack of pricing consistency and other factors. Accordingly, we allocate revenue to the domain name sale deliverable in the arrangement based on best estimate of the selling price (“BESP”). We determine BESP by reference to the total transaction price and an estimate of what a market participant would pay without the registration service. Based on the nature of the transaction and its elements, we believe that there are no meaningful discounts embedded in the overall arrangement. We recognize domain name sales revenue when title to the name is transferred to the buyer and the related registration fees are recognized on a straight‑line basis over the registration term. If we sell a domain name, we recognize any unamortized cost basis as a cost of revenue over the registration term. For sales of our owned and operated domain names generated through NameJet, we recognize revenue on a gross basis in our statements of operations, and record the related commission in cost of revenue. For sales of third-party owned domain names generated through NameJet, we recognize revenue net of auction service fee payments to NameJet. We generated revenue of approximately $5.0 million, $4.4 million and $5.1 million from domain name sales generated through NameJet for 2015, 2014 and 2013, respectively. Intangible Assets Registration and Acquisition Costs of Undeveloped Websites We capitalize initial registration and acquisition costs of our undeveloped websites, and amortize these costs over the expected useful life of the underlying undeveloped websites on a straight‑line basis, which approximates the estimated pattern in which the underlying economic benefits are consumed. The expected useful lives of the undeveloped websites range from 12 months to 84 months. We determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience with domain names of similar quality and value. In order to maintain the rights to each undeveloped website acquired, we pay periodic renewal registration fees, which generally cover a minimum period of twelve months. We record renewal registration fees of website name intangible assets in deferred registration costs and recognize the costs over the renewal registration period, which is included in cost of revenue. Acquired in Business Combinations We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocate the purchase price of each acquired business to our respective net tangible and intangible assets. Acquired intangible assets include: trade names, non‑compete agreements, owned website names, customer relationships, and technology. We determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives of three to 20 years, using the straight‑line method, which approximates the pattern in which the economic benefits are consumed. gTLDs We capitalize payments for gTLD applications and other costs directly attributable to the acquisition of gTLD registry operator rights and include them in other long-term assets. We have received and may continue to receive partial cash refunds for certain gTLD applications, and to the extent we elect to sell or withdraw certain gTLD applications throughout the process, we may also incur gains or losses on amounts invested. These gains have been recorded as gains on other assets, net, on the statements of operations. As gTLDs become available for their intended use, gTLD application fees and acquisition related costs are reclassified as finite lived intangible assets and amortized on a straight-line basis over an estimated useful life of 10 years, which approximates the pattern in which the economic benefits are consumed. Other costs incurred as part of the gTLD Initiative and not directly attributable to the acquisition of gTLD registry operator rights are expensed as incurred. Impairment of Intangible Assets We evaluate the recoverability of our finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or circumstances occur, an impairment test would be performed by comparing the estimated undiscounted future cash flows expected to result from the use of the asset group to the related asset group’s carrying value. If an asset is considered impaired, the impairment loss is measured as the amount by which the carrying value of the asset group exceeds its estimated fair value. We have not recognized any such impairment loss associated with our finite-lived intangible assets during 2015, 2014 or 2013. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and the identifiable intangible assets. Goodwill is not amortized; rather, goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, or more frequently, if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. First, we determine if the carrying value of our related reporting unit exceeds fair value, which would indicate that goodwill may be impaired. If we then determine that goodwill may be impaired, we compare the implied fair value of the goodwill to its carrying amount to determine if there is an impairment loss. Our most recent annual impairment analysis was performed in the fourth quarter of 2015 and indicated that the fair value of our reporting unit exceeded the carrying value at that time. As of December 31, 2015, our market capitalization exceeded our book value. Should this condition continue to exist for an extended period of time, we will consider this and other factors, including our anticipated future cash flows, to determine whether goodwill is impaired. If we are required to record a significant impairment charge against certain intangible assets reflected on our balance sheet during the period in which an impairment is determined to exist, we could report a greater loss in one or more future periods. Based on a review of events and changes in circumstances at the reporting unit level through December 31, 2015, we have not identified any indications that the carrying value of our goodwill is impaired. We will continue to perform our annual goodwill impairment test in the fourth quarter of the year ending December 31, 2016, consistent with our existing accounting policy. There were no charges recorded related to goodwill impairment during 2015, 2014 and 2013. Impairment of Long‑lived Assets We evaluate the recoverability of our long-lived assets with finite useful lives for impairment when events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or circumstances occur, an impairment test would be performed by comparing the estimated undiscounted future cash flows expected to result from the use of the asset group to the related asset group’s carrying value. If an asset is considered impaired, the impairment loss is measured as the amount by which the carrying value of the asset group exceeds its estimated fair value. We have not recognized any such impairment loss associated with our long-lived assets during 2015, 2014 or 2013. Income Taxes As of December 31, 2015, we retrospectively adopted a new accounting standard that required the classification of all deferred tax assets and liabilities as noncurrent. Other than the policy changes made in accordance with the new standard, no other changes in policy or methodology have been made. Our operations have historically been included in the federal income tax return of Demand Media, as well as certain state tax returns where Demand Media files on a combined basis. For periods during which our operations were included with Demand Media, income taxes are presented in these financial statements as if we filed our own tax returns on a separate return basis. We account for our income taxes using the liability and asset method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or in our tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the realizability of our deferred tax assets and valuation allowances are provided when necessary to reduce deferred tax assets to the amounts expected to be realized. We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, and relevant tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that we believe has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties accrued related to unrecognized tax benefits in our income tax (benefit) provision in the accompanying statements of operations. We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities. Our estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Cash and Cash Equivalents We consider all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. We consider funds transferred from our credit card service providers but not yet deposited into our bank accounts at the balance sheet dates, as funds in transit and these amounts are recorded as unrestricted cash, since the amounts are generally settled the day after the outstanding date. Cash and cash equivalents consist primarily of checking accounts. Accounts Receivable Since our domain name registration services are primarily conducted on a prepaid basis through credit card or internet payments processed at the time a transaction is consummated, we do not carry significant receivables related to these business activities. Accounts receivable primarily consists of amounts due from registries and from certain domain reseller customers of our registrar service offering, as well as gTLD amounts due from our collaboration agreement with Donuts Inc. (“Donuts”), a third-party new gTLD applicant. Receivables from registries represent refundable amounts for registrations that were placed on auto-renew status by the registries, but were not explicitly renewed by a registrant as of the balance sheet dates. We record registry services accounts receivable at the amount of the registration fees paid by us to a registry for all registrations placed on auto-renew status. Subsequent to the lapse of a prior registration period, a registrant either renews the applicable domain name with us, which results in the application of the refundable amount to a consummated transaction, or the registrant lets the domain name registration expire, which results in a refund of the applicable amount from a registry to us. Deferred Revenue and Deferred Registration Costs Deferred revenue consists primarily of amounts received from customers in advance of our performance for domain name registration services and online value‑added services. We recognize deferred revenue as revenue on a systematic basis that is proportionate to the unexpired term of the related domain name registration over online value‑added service period. Deferred registration costs represent incremental direct costs paid in advance to registries, ICANN, and other third parties for domain name registrations and are recorded as a deferred cost. We record the amortization of deferred registration costs to cost of revenue on a straight‑line basis over the registration period. Property and Equipment and Software Development Costs We record property and equipment at cost and provide for depreciation and amortization using the straight-line method for financial reporting purposes over the estimated useful lives. We capitalize certain costs of internally developed software or software purchased for internal use. We capitalize software development costs when application development begins, it is probable that the project will be completed, and the software will be used as intended. We expense costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation stage activities as we incur these costs. Our policy provides for the capitalization of certain payroll, benefits, and other payroll-related costs for employees who are directly associated with internal-use software development projects, as well as external direct costs of materials and services associated with developing or obtaining internal-use software. We only capitalize personnel costs that relate directly to time spent on such projects. The estimated useful lives by asset classification are as follows: · Computer hardware: 2 to 5 years · Computer software: 2 to 3 years · Internally developed software: 3 years · Furniture and equipment: 7 to 10 years · Leasehold improvements: Shorter of the estimated useful life or life of related lease During 2014, depreciation expense included the write-off of internally developed software of $0.8 million. There were no impairments related to property and equipment during 2015 and 2013. Other Long‑Term Assets ICANN approved a framework for the significant expansion of the number of gTLDs available for businesses and consumers to register as part of a domain name (“New gTLD Program”). The first new gTLDs launched in the fourth quarter of 2013. We capitalize the costs incurred to pursue the acquisition of gTLD operator rights. While there can be no assurance that gTLDs will be awarded to us, we reclassify these payments as finite‑lived intangible assets following the delegation of operator rights for each gTLD by ICANN. Payments for gTLD applications primarily represent amounts paid directly to ICANN and/or third parties in the pursuit of gTLD operator rights. When two or more applicants apply for the same gTLD, an auction process is used to determine the eventual owner. If a private auction is used, the highest bidder is required to pay the other applicants the proceeds from the auction in return for the withdrawal of their application for the gTLD. We may also receive partial cash refunds from ICANN for certain gTLD applications, and to the extent we elect to sell or withdraw of our interest in certain gTLD applications throughout the process, we may also incur gains or losses on amounts invested. Gains on the withdrawal of our interest in gTLD applications are recognized when realized, while losses are recognized when deemed probable. Potential losses are limited to the non‑refundable portion of our deposits, while gains realized during the initial ICANN rights delegation phase are based on proceeds received from third parties and may be significant as compared to our initial investment (deposit) in a particular gTLD. We expense other costs incurred by us as part of the gTLD Initiative not directly attributable to the acquisition of gTLD operator rights. We amortize capitalized costs on a straight‑line basis over the estimated useful life of the gTLD operator rights acquired commencing the date that each asset is available for its intended use. Investments We account for investments in entities over which we have the ability to exert significant influence, but do not control and are not the primary beneficiary of, including NameJet, using the equity method of accounting. We include our proportionate share of earnings (losses) of our equity method investees in other income (expense), net in our statements of operations. Our proportional shares of affiliate earnings or losses accounted for under the equity method of accounting were not material for all periods presented. Transactions with our equity method investees generated revenue of approximately $5.0 million, $4.4 million and $5.1 million for 2015, 2014 and 2013, respectively. We account for investments in companies that we do not control or account for under the equity method either at fair value or under the cost method, as applicable. Investments in equity securities are carried at fair value if the fair value of the security is readily determinable. Equity investments carried at fair value are classified as available‑for‑sale securities. Realized gains and losses for available‑for‑sale securities are included in other income (expense), net in our statements of operations. Unrealized gains and losses, net of taxes, on available‑for‑sale securities are included in our financial statements as a component of other comprehensive income (loss) and accumulated other comprehensive income (loss) (“AOCI”) until realized. We account for investments in equity securities that we do not control or account for under the equity method and do not have readily determinable fair values for under the cost method. We record cost method investments originally at cost. In determining whether other‑than‑temporary impairment exists for equity securities, management considers: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near‑term prospects of the issuer and (3) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of marketable securities sold is based upon the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income (expense), net. Leases We categorize leases as either operating or capital leases at their inception. We lease office space and equipment under non-cancelable operating and capital leases. The terms of our lease agreements generally provide for rental payments on a graduated basis. We record rent expense on a straight-line basis over the lease period and have accrued for rent expense incurred but not paid. Advertising Costs Advertising costs are expensed as incurred and generally consist of online advertising, sponsorships, and trade shows. Such costs are included in sales and marketing expense in our statements of operations. Advertising expense was $2.7 million, $1.5 million and $0.7 million for 2015, 2014 and 2013, respectively. Stock-based Compensation Expense We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize compensation expense on a straight-line basis over the requisite service period. The requisite service period is generally four years. The compensation cost is recognized net of estimated forfeiture activity. Foreign Currency Transactions Our foreign subsidiaries have a functional currency of U.S. dollars. We record realized and unrealized foreign currency transaction gains and losses as incurred. Foreign currency transaction gains and losses are included in other income (expense) in our statements of operations. The net effect of our foreign currency gains and losses was not significant for 2015, 2014 and 2013. Fair Value of Financial Instruments Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recognized or disclosed at fair value in our financial statements on a nonrecurring basis include items such as property and equipment, cost and equity method investments, and other assets. These assets are measured at fair value if determined to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets and liabilities recognized or disclosed at fair value in our financial statements on a recurring basis include items such as cash equivalents and short-term investments. These assets are measured at fair value at each balance sheet date. Cash equivalents consist of financial instruments that have original maturities of 90 days or less. Short-term investments consist of financial instruments with maturities greater than 90 days, but that generally mature in less than one year. Reclassifications Certain amounts previously presented for prior periods have been reclassified to conform to current presentation. These reclassifications did not affect consolidated net income, cash flows, or equity for the years presented. We reclassified $1.0 million of current deferred revenue to accrued expenses and other current liabilities on our balance sheets as of December 31, 2014. This balance was settled in March 2015. We also reclassified $27.9 million of current deferred tax liabilities to noncurrent deferred tax liabilities in our balance sheets, and net it with $9.5 million of noncurrent deferred tax assets, as of December 31, 2014, in accordance with our early adoption of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2015-17. Adoption of New Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, “Incomes Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” In May 2015, the FASB issued ASU 2015-08, “Business Combinations (Topic 805): Pushdown Accounting - Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. “Business Combinations (Topic 805): Pushdown Accounting,” Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” In August 2015, the FASB issued ASU 2015-15, “ Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” been previously issued. As of December 31, 2015 and 2014, we had $0.3 million and $0.5 million, respectively, of debt issuance costs that will remain classified as an Other Asset on our balance sheets when we adopt the new standard on January In April 2015, the FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” service contracts. The new standard is effective for interim and annual reporting periods beginning after December In April 2015, the FASB issued ASU 2015-03, “Interest – I |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | 3. Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2015 December 31, 2014 Weighted Weighted Gross average Gross average carrying Accumulated useful carrying Accumulated useful amount amortization Net life amount amortization Net life (years) Owned website names $ 14,977 $ (11,628 ) $ 3,349 4.0 $ 16,581 $ (11,402 ) $ 5,179 4.0 Customer relationships 20,842 (19,515 ) 1,327 5.8 20,842 (18,258 ) 2,584 5.8 Technology 7,953 (7,934 ) 19 4.8 7,954 (7,915 ) 39 4.8 Non-compete agreements 207 (122 ) 85 5.0 207 (81 ) 126 5.0 Trade names 5,466 (2,465 ) 3,001 18.4 5,477 (2,151 ) 3,326 18.3 gTLDs 51,988 (5,441 ) 46,547 10.0 26,909 (1,047 ) 25,862 10.0 Total $ 101,433 $ (47,105 ) $ 54,328 $ 77,970 $ (40,854 ) $ 37,116 Identifiable finite‑lived intangible assets are amortized on a straight‑line basis over their estimated useful lives commencing on the date that the asset is available for its intended use. Amortization expense of intangible assets was $9.7 million, $7.7 million, and $7.9 million for 2015, 2014 and 2013, respectively. Estimated future amortization expense related to intangible assets held at December 31, 2015 (in thousands): Years Ending December 31, Amount 2016 $ 8,277 2017 6,497 2018 6,376 2019 6,074 2020 5,636 Thereafter 21,468 Total $ 54,328 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following (in thousands): December 31, December 31, 2015 2014 Computers and other related equipment $ 21,452 $ 17,199 Purchased and internally developed software 20,542 19,526 Furniture and fixtures 908 907 Leasehold improvements 1,432 1,342 Property and equipment, gross 44,334 38,974 Less: accumulated depreciation (31,036 ) (27,447 ) Property and equipment, net $ 13,298 $ 11,527 The net book value of internally developed software costs was $6.4 million and $5.8 million as of December 31, 2015 and 2014, respectively (net of $9.3 million and $9.6 million accumulated amortization, respectively). Depreciation expense, including the write-off of internally developed software of $0.8 million in 2014, was $6.7 million, $7.7 million, and $6.5 million for 2015, 2014 and 2013, respectively. Capital Lease During the year ended December 31, 2015, we entered into an agreement to lease server equipment for a term of 24 months. The agreement included related software and support services to maintain this server equipment during the lease term. Our computers and other related equipment shown in the table above included the server equipment assets under a capital lease as follows (in thousands): December 31, December 31, 2015 2014 Computers and other related equipment $ 2,091 $ — Less: accumulated depreciation (29 ) — Assets under capital lease, net $ 2,062 $ — As of December 31, 2015, the expected future minimum lease payments under the capital lease were as follows (in thousands): Years Ending December 31, Amount 2016 $ 1,691 2017 1,550 Total minimum lease payments 3,241 Less: software and support services (1,131 ) Net minimum lease payments 2,110 Less: imputed interest (106 ) Present value of minimum lease payments (capital lease obligation) $ 2,004 Current portion 1,193 Noncurrent portion 811 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and the identifiable intangible assets. Goodwill amounts are not amortized, but rather tested for impairment at least annually during the fourth quarter. Our most recent annual impairment analysis was performed in the fourth quarter of 2015, and indicated that the fair value exceeded the book values of our reporting unit, and therefore no impairment was identified. As of December 31, 2015 and 2014, our goodwill balance was $103.0 million. |
gTLD Deposits and Other Assets
gTLD Deposits and Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
gTLD Deposits and Other Assets | 6. gTLD Deposits and Other Assets gTLD deposits and other assets consisted of the following (in thousands): December 31, December 31, 2015 2014 gTLD deposits $ 8,139 $ 21,180 Other assets 3,027 3,298 gTLD Deposits We made payments and deposits of $9.7 million and $32.0 million during 2015 and 2014, respectively, for certain gTLD applications under the New gTLD Program. Payments and deposits for gTLD applications represent amounts paid directly to ICANN or third parties in the pursuit of gTLD operator rights, the majority of which was paid to Donuts as described in Note 9—Commitments and Contingencies. These deposits are applied to the purchase of the gTLD when we are awarded the gTLD operator rights or these deposits may be returned to us if we withdraw our interest in the gTLD application. The net gain related to the withdrawals of our interest in certain gTLD applications was $9.4 million, $22.1 million and $4.2 million for 2015, 2014 and 2013, respectively. We recorded these gains in gain on other assets, net on the statements of operations. Other Assets As of December 31, 2015, other assets included $1.9 million of deferred financing costs related to our credit facilities. As of December 31, 2014, other assets included $2.6 million of deferred financing costs related to establishing our credit facilities. |
Other Balance Sheet Items
Other Balance Sheet Items | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Balance Sheet Items | 7. Other Balance Sheet Items Accounts receivable consisted of the following (in thousands): December 31, December 31, 2015 2014 Accounts receivable—trade $ 7,013 $ 7,101 gTLD deposit receivable 19 3,557 Receivables from registries 4,351 3,598 Allowance for doubtful accounts (77 ) — Accounts receivable, net $ 11,306 $ 14,256 Prepaid expenses and other currents assets consisted of the following (in thousands): December 31, December 31, 2015 2014 Prepaid expenses $ 3,868 $ 2,799 Prepaid registry fees 3,306 1,599 Note receivable 760 2,500 Prepaid expenses and other current assets $ 7,934 $ 6,898 Namecheap Senior Unsecured Promissory Note Receivable In October 2014, we entered into an agreement with Namecheap, Inc. (“Namecheap”), whereby Namecheap issued a Senior Unsecured Promissory Note (the “Note”) to us for $2.5 million that accrues interest at a rate determined in part by reference to the six-month LIBOR rate. This Note was issued in connection with our Registrar Agreement dated December 23, 2013 (the “Letter Agreement”). The Note has a maturity date of December 31, 2015. Namecheap may use the proceeds from the Note for general corporate purposes. Once the Note has been repaid by Namecheap, no portion of the Note may be reborrowed. Namecheap made three principal payments during the year totaling $1.75 million reducing the outstanding balance of the note receivable to $750,000 as of December 31, 2015, which we have included in prepaid expenses and other current assets on our balance sheet. Refer to Note 20—Subsequent Events for further information. Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2015 2014 Customer deposits $ 10,330 $ 8,404 Accrued payroll and related items 3,641 2,927 Commissions payable 2,202 2,244 Domain owners’ royalties payable 1,568 1,901 Other 6,850 6,837 Accrued expenses and other current liabilities $ 24,591 $ 22,313 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Line Of Credit Facility [Abstract] | |
Debt | 8. Debt Silicon Valley Bank Credit Facility In August 2014, we entered into a $30.0 million revolving credit facility (“SVB Credit Facility”) with Silicon Valley Bank (“SVB”). Under this facility we may repay and reborrow until the maturity date in August 2017. The SVB Credit Facility includes a letter of credit sub-limit of up to $15.0 million. The SVB Credit Facility provides us with the option to select the annual interest rate on borrowings in an amount equal to: (1) a base rate determined by reference to the highest of: (a) the prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) the Eurodollar base rate for an interest period of one month plus 1.00%, plus a margin ranging from 1.00% to 1.50%, depending on our consolidated senior leverage ratio (as determined under the SVB Credit Facility), or (2) a Eurodollar base rate determined by reference to LIBOR for the interest period equivalent to such borrowing adjusted for certain reserve requirements, plus a margin ranging from 2.00% to 2.50%, depending on our consolidated senior leverage ratio (as determined under the SVB Credit Facility). In addition, we pay a 2.00% fee for the balance of letters of credit issued under the SVB Credit Facility. We pay fees on the portion of the facility that is not drawn. The unused fee is payable to SVB in arrears on a quarterly basis in an amount equal to 0.25% multiplied by the daily amount by which the aggregate commitments exceed the sum of the outstanding amount of loans and the outstanding amount of letter of credit obligations. The SVB Credit Facility allows SVB to require mandatory prepayments of outstanding borrowings from amounts otherwise required to prepay the term loan under the Tennenbaum Credit Facility. The SVB Credit Facility contains customary representations and warranties, events of default and affirmative and negative covenants. This facility has financial covenants, including a requirement that we maintain a minimum consolidated fixed charge coverage ratio, a maximum consolidated senior leverage ratio, a maximum consolidated net leverage ratio, and minimum liquidity. In June 2015, we amended our SVB Credit Facility (the “Amendment”) to revise the terms of our existing SVB Credit Facility. The Amendment, among other changes, amends the consolidated fixed charge coverage ratio in the SVB Credit Facility, to require that we maintain a consolidated fixed charge coverage ratio on a scale depending on the available revolving commitment under the SVB Credit Facility plus unrestricted cash. As of December 31, 2015, we were in compliance with the covenants under the SVB Credit Facility. We incurred $0.6 million in fees to establish this facility that we have capitalized on our balance sheet as deferred financing costs. We will amortize these costs on a straight-line basis into interest expense over the term of the SVB Credit Facility. As of December 31, 2015, we had letters of credit with a face amount of $11.0 million that were issued under the SVB Credit Facility. We have made no other borrowings under this facility. Tennenbaum Credit Facility In August 2014, we entered into a $30.0 million term loan credit facility with certain funds managed by Tennenbaum Capital Partners LLC (“Tennenbaum Credit Facility”). Under this facility, interest is based on a rate per year equal to LIBOR plus 8.75% and is payable quarterly. Quarterly principal payments of $375,000 on the term loan began March 31, 2015. Once repaid, the term loan may not be reborrowed. All amounts outstanding under the facility are due and payable in full on the maturity date in August 2019. We may prepay any principal amount outstanding on the term loan plus a premium of 4.00% (if prepaid in the first year), 2.50% (second year), 1.00% (third year), and 0.00% thereafter, plus customary “breakage” costs with respect to LIBOR loans. Under this facility we are subject to mandatory prepayments from 50% of excess cash flow, which is paid on the first of the following to occur: (1) maturity, termination or refinancing of the SVB Credit Facility or the acceleration and termination of the SVB Credit Facility, or (2) from the excess cash flow as of December 31, 2014, and each subsequent fiscal year thereafter. In addition, mandatory prepayments, to the extent not used to prepay loans and cash collateralize letters of credit and permanently reduce the commitments under the SVB Credit Facility, are required from certain asset sales and insurance and condemnation events, subject to customary reinvestment rights. Mandatory prepayments are also required from the issuances of certain indebtedness. These mandatory prepayments are subject to a prepayment premium that is the same as for voluntary prepayments. Our obligations under the Tennenbaum Credit Facility are unconditionally guaranteed by substantially all of the assets of Rightside. The Tennenbaum Credit Facility contains financial covenants and customary representations and warranties, events of default and affirmative and negative covenants. As of December 31, 2015, we were in compliance with the covenants under the Tennenbaum Credit Facility. In connection with the Tennenbaum Credit Facility, we issued warrants to purchase up to an aggregate of 997,710 shares of common stock. The warrants have an exercise price of $15.05 per share and will be exercisable in accordance with their terms at any time on or after February 6, 2015, through August 6, 2019. The warrants contain a “cashless exercise” feature that allows the warrant holders to exercise such warrants by surrendering a number of shares underlying the portion of the warrant being exercised with a fair market value equal to the aggregate exercise price payable to us. We estimated the fair value of the warrants by using the Black-Scholes Option Pricing Method (“Black-Scholes”). Under the Black-Scholes approach our key assumptions included the following: stock price of $14.49, strike price of $15.05, volatility of 42.44%, risk-free rate of 1.67%, dividend yield of 0% and 5 year term. We used the resulting fair value to allocate the proceeds from the Tennenbaum Credit Facility between liability and equity components. Since the warrants are classified as equity, we allocated the proceeds from the debt and warrants using the relative fair value method. Under this method we allocated $4.4 million to the warrants which we recorded to equity, with the remaining portion assigned to the liability component. The excess of the principal amount of the credit facility over its carrying value of $25.6 million represents a note discount that we will amortize to interest expense over the term of the Tennenbaum Credit Facility. We incurred $3.2 million in fees to establish the Tennenbaum Credit Facility, which includes $2.3 million of deferred financing costs and $0.9 million of note discount. We capitalized these fees on our balance sheet and will amortize the fees on an effective interest method into interest expense over the term of the Tennenbaum Credit Facility. The fair value of the Tennenbaum Credit Facility was $31.5 million and $25.1 million as of December 31, 2015 and 2014, respectively. Refer to Note 15—Fair Value of Financial Instruments for further information. The following table presents our debt outstanding on the Tennenbaum Credit Facility (in thousands): December 31, December 31, 2015 2014 Principal $ 28,500 $ 30,000 Unamortized note discount (3,723 ) (4,895 ) Carrying value $ 24,777 $ 25,105 The following table presents the scheduled principal payments on the Tennenbaum Credit Facility (in thousands): Years Ending December 31, Amount 2016 $ 1,500 2017 1,500 2018 1,500 2019 24,000 Total $ 28,500 There was no interest expense in 2013. Interest expense for 2015 and 2014 on the Tennenbaum Credit Facility consisted of the following (in thousands): Year ended December 31, 2015 2014 Contractual interest expense $ 2,760 $ 1,133 Amortization of issuance costs 496 203 Amortization of note discount 1,171 481 Total $ 4,427 $ 1,817 Effective interest rate 14.8 % 14.8 % Capital Lease In December 2015, we entered into a non-cancelable agreement to lease server equipment, along with the related software support and services, over a lease term of 24 months. The amount financed was $3.2 million and will be repaid in 24 equal monthly installments. We have the option to purchase the equipment at the end of the lease for an amount significantly below fair value of the equipment. As of December 31, 2015, no principal payments had been made. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases We conduct our operations utilizing leased office facilities in various locations. Our leases expire between December 2015 and April 2019. Rent expense was $1.2 million, $1.1 million and $1.2 million for 2015, 2014 and 2013, respectively. Our future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows (in thousands): Years Ending December 31, Amount 2016 $ 1,235 2017 1,182 2018 1,096 2019 356 2020 — Thereafter — Total $ 3,869 Letters of Credit In August 2014, we entered a revolving credit facility with SVB for $30.0 million. This facility allows for the issuance of up to $15.0 million of letters of credit. As of December 31, 2015, we have letters of credit totaling $11.0 million under the SVB Credit Facility. Litigation From time to time, we are party to various litigation matters incidental to the conduct of our business. There is no pending or threatened legal proceeding to which we are a party that, in our belief, is likely to have a material adverse effect on our future financial results. Taxes From time to time, various federal, state and other jurisdictional tax authorities undertake review of us and our filings. In evaluating the exposure associated with various tax filing positions, we accrue charges for possible exposures. We believe any adjustments that may ultimately be required as a result of any of these reviews will not be material to our financial statements. Donuts Agreement As part of our initiative to pursue the acquisition of gTLD operator rights, we have entered into a gTLD acquisition agreement (“gTLD Agreement”) with Donuts. The gTLD Agreement provides us with rights to acquire the operating and economic rights to certain gTLDs. These rights are shared equally with Donuts and are associated with specific gTLDs (“Covered gTLDs”) for which Donuts is the applicant under the New gTLD Program. We have the right, but not the obligation, to make further deposits with Donuts in the pursuit of acquisitions of Covered gTLDs, for example as part of the ICANN auction process. The operating and economic rights for each Covered gTLD will be determined through a process whereby we and Donuts each select gTLDs from the pool of Covered gTLDs, with the number of selections available to each party based upon the proportion of the total acquisition price of all Covered gTLDs that they funded. Gains on sale of our interest in Covered gTLDs are recognized when realized, while losses are recognized when deemed probable. Separately, we entered into an agreement to provide certain back‑end registry services for gTLD operator rights owned by Donuts for a period of five years commencing from the launch of Donut’s first gTLD. Outside of the collaboration, we are not an investor in Donuts nor involved in any joint venture with Donuts or its affiliates. Indemnifications Arrangements In the normal course of business, we have made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. Those indemnities include intellectual property indemnities to our customers, indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware and indemnities related to our lease agreements. In addition, our advertiser and distribution partner agreements contain certain indemnification provisions, which are generally consistent with those prevalent in our industry. We have not incurred significant obligations under indemnification provisions historically and do not expect to incur significant obligations in the future. Accordingly, we have not recorded any liability for these indemnities, commitments and guarantees in the balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Prior to the Separation, our operations were included in Demand Media’s U.S. federal and state income tax returns. For periods during which our operations were included with Demand Media, income taxes are presented in these financial statements as if we filed our own tax returns on a standalone basis. These amounts may not reflect tax positions taken or to be taken by Demand Media, and have been available for use by Demand Media and may remain with Demand Media after the separation from Demand Media. Prior to the Separation, current income tax liabilities were settled with Demand Media through parent company investment. Loss before income taxes consisted of the following (in thousands): Year ended December 31, 2015 2014 2013 Domestic $ (10,469 ) $ (11,413 ) $ (8,386 ) Foreign (3,169 ) 8,227 (3,261 ) Loss before income taxes $ (13,638 ) $ (3,186 ) $ (11,647 ) The income tax benefit consists of the following (in thousands): Year ended December 31, 2015 2014 2013 Current expense: Federal $ — $ — $ — State (69 ) (22 ) (6 ) Foreign (47 ) (9 ) (10 ) Deferred benefit (expense): Federal 2,696 1,454 1,136 State (266 ) (95 ) (176 ) Total income tax benefit $ 2,314 $ 1,328 $ 944 The reconciliation of the federal statutory income tax rate of 34% to our effective income tax rate is as follows (in thousands): Year ended December 31, 2015 2014 2013 Expected income tax benefit at U.S. statutory rate $ 4,637 $ 1,083 $ 3,960 Foreign rate differential (586 ) 3,988 (469 ) State tax benefit, net of federal taxes 222 163 160 Non-deductible stock-based compensation expense (776 ) (2,343 ) (1,749 ) Meals and entertainment (23 ) (38 ) (77 ) State rate changes (443 ) (240 ) (280 ) Valuation allowance (535 ) (1,197 ) (646 ) Non-deductible warrant amortization (329 ) (135 ) — Other 147 47 45 Total income tax benefit $ 2,314 $ 1,328 $ 944 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2015 2014 Deferred tax assets: Accrued liabilities not currently deductible $ 1,467 $ 661 Intangible assets - excess of financial statement amortization over tax basis 5,131 4,956 Indirect federal impact of deferred state taxes 777 847 Deferred revenue 7,360 6,262 Net operating losses 17,935 13,764 Stock-based compensation expense 863 931 Total deferred tax assets $ 33,533 $ 27,421 Deferred tax liabilities: Deferred registration costs $ (28,379 ) $ (26,956 ) Prepaid expenses (1,627 ) (1,580 ) Goodwill not amortized for financial reporting (13,893 ) (12,078 ) Intangible assets - excess of financial basis over tax basis (829 ) (897 ) Property and equipment (1,536 ) (2,020 ) Other (368 ) (450 ) Total deferred tax liabilities $ (46,632 ) $ (43,981 ) Valuation allowance (2,378 ) (1,843 ) Net deferred tax liabilities $ (15,477 ) $ (18,403 ) As of December 31, 2015, the international valuation allowance reduced our noncurrent deferred tax assets by $2.4 million. The table below presents our international deferred tax asset valuation allowance activity (in thousands): Year ended December 31, 2015 2014 2013 Balance as of January 1, $ 1,843 $ 646 $ — Charged to income tax expense 535 1,197 646 Balance as of December 31, $ 2,378 $ 1,843 $ 646 We had federal net operating loss (“NOL”) carryforwards of approximately $42.1 million and $31.9 million as of December 31, 2015 and 2014, respectively, which expire between 2023 and 2035. The company also has an Irish NOL carryforward of $19.0 million that can be carried forward indefinitely. In addition, we had state NOL carryforwards of approximately $17.8 million and $12.5 million as of December 31, 2015 and 2014, respectively, which expire between 2028 and 2035. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, provide for annual limitations on the utilization of net operating loss and credit carryforwards if we were to undergo an ownership change, as defined in Section 382. Currently, we do not expect the utilization of our net operating loss and tax credit carryforwards to be materially affected by usage limitations. Accounting standards related to stock‑based compensation exclude tax attributes related to the exercise of employee stock options from being realized in the financial statements until they result in a decrease to taxes payable. Therefore, we have not included unrealized stock option tax attributes in our deferred tax assets. Cumulative tax attributes excluded through 2015 were $0.8 million. The benefit of these deferred tax assets will be recorded to equity when they reduce taxes payable. There can be no guarantee that the options will be exercised or reduce taxes payable. We currently have a net deferred tax liability on our U.S. activities, and it appears more likely than not that our deferred tax assets will be realized. However, future growth in our deferred tax assets may require a domestic valuation allowance being placed against a portion of our U.S. deferred tax assets. We will continue to assess the need for a valuation allowance in the future. We are subject to the accounting guidance for uncertain income tax positions. We believe that our income tax positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow. Our policy for recording interest and penalties associated with audits and uncertain tax positions is to record such items as a component of income tax expense, and amounts recognized to date are insignificant. No uncertain income tax positions were recorded during 2015 or 2014 and we do not expect our uncertain tax position to change during the next twelve months. Since the Separation, we file tax returns on our own. Prior to the Separation, our results are included in Demand Media’s tax returns in U.S. federal, state and foreign jurisdictions. The tax years 2007‑2014 remain subject to examination by various taxing authorities. The Internal Revenue Service has selected the Demand Media consolidated 2012 income tax return for audit. The audit was concluded in May of 2015 and resulted in no changes to our reported tax. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11. Stock‑based Compensation Our stock-based award plan grants restricted stock, stock options, stock bonuses, stock appreciation rights, and restricted stock units (“RSUs”). On August 1, 2014, as part of the Separation and the resulting conversion of equity awards, we had 1.1 million RSUs and options outstanding. Stock option holders received one Rightside stock option for every five Demand Media stock options. Holders of RSUs received 1.71 Rightside RSUs for every five Demand Media RSUs. As of December 31, 2015, we had 0.5 million shares of common stock reserved for future grants under our equity plan. Our stock-based awards generally vest over four years and are subject to the employee’s continued employment with us. We also estimate forfeiture rates at the time of grants and revise the estimates in subsequent periods if actual forfeitures differ from our estimates. We record stock-based compensation net of estimated forfeitures. Our stock‑based compensation expense related to stock‑based awards that has been included in the following line items within the statements of operations are as follows (in thousands): Year ended December 31, 2015 2014 2013 Cost of revenue $ 210 $ 372 $ 458 Sales and marketing 870 1,178 1,598 Technology and development 1,345 1,049 1,377 General and administrative 3,871 3,237 6,030 Total stock-based compensation expense $ 6,296 $ 5,836 $ 9,463 The table above includes allocated stock-based compensation expense of $0.8 million and $5.5 million for 2014 and 2013, respectively, for the employees of Demand Media whose cost of services was partially allocated to us prior to the Separation. There was no allocated stock-based compensation for the employees of Demand Media for 2015. The following table presents a summary of our stock option activity for the year ended December 31, 2015 (in thousands, except for per share amounts and contractual term): Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Price Term Intrinsic Shares Per Share (in years) Value Outstanding as of December 31, 2014 319 $ 15.47 Exercised (8 ) 5.36 Cancelled (167 ) 17.12 Outstanding as of December 31, 2015 144 14.19 3.21 $ 58 Exercisable as of December 31, 2015 144 $ 14.19 3.21 $ 58 The following table presents a summary of our RSU activity for the year ended December 31, 2015 (in thousands, except for per share amounts): Weighted Average Shares Share Value Outstanding as of December 31, 2014 1,173 $ 14.86 Granted 1,249 7.90 Vested (610 ) 13.17 Cancelled (220 ) 16.08 Outstanding as of December 31, 2015 1,592 $ 9.87 Information related to stock‑based compensation activity is as follows (in thousands): Year ended December 31, 2015 2014 2013 Intrinsic value of options exercised $ 21 $ 124 $ 590 Intrinsic value of restricted stock units vested 4,754 4,962 3,884 As of December 31, 2015, we had $12.4 million of unrecognized stock-based compensation, net of estimated forfeitures, which is expected to be recognized over a weighted average period of 2.7 years. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 12. Employee Benefit Plan We offer defined contribution plans covering eligible employees in the United States and foreign locations. The plan allows employees to voluntarily contribute a percentage of their compensation. We may, at our discretion, match a portion of employees’ eligible contributions. Our expense associated with the contribution plans was $0.6 million, $0.7 million and $0.6 million for 2015, 2014 and 2013, respectively. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | 13. Business Segments We follow the authoritative literature that established annual and interim reporting standards for an entity’s operating segments and related disclosures about its products and services, geographic regions and major customers. We operate in one operating segment. Our chief operating decision maker (“CODM”) manages our operations on a global basis for purposes of evaluating financial performance and allocating resources. The CODM reviews separate revenue information for our Registrar services, Registry services, and Aftermarket and other services. All other financial information is reviewed by the CODM on a global basis. Our operations are located in the United States, Ireland, Canada, Australia and Cayman Islands. Revenue from our Registrar services, Registry services, and Aftermarket and other services offerings are as follows (in thousands): Year ended December 31, 2015 2014 2013 Registrar services $ 173,954 $ 160,168 $ 141,558 Registry services 8,438 1,917 — Aftermarket and other 32,683 30,163 43,634 Eliminations (2,589 ) (500 ) — Total revenue $ 212,486 $ 191,748 $ 185,192 Beginning January 1, 2015, we started presenting our Registrar services and Registry services revenue separately. These amounts were previously presented on a combined basis as Domain Name Services revenue. Amounts in the prior periods have been updated to reflect this presentation. The amounts in the Eliminations line reflect the elimination of intercompany transactions between our Registry and Registrar services businesses. Revenue by geographic location is as follows (in thousands): Year ended December 31, 2015 2014 2013 United States $ 154,920 $ 136,326 $ 127,650 International 57,566 55,422 57,542 Total $ 212,486 $ 191,748 $ 185,192 No international country represented more than 10% of total revenue in any period presented. |
Transactions with Related Parti
Transactions with Related Parties and Parent Company Investment | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties and Parent Company Investment | 14. Transactions with Related Parties and Parent Company Investment Prior to the Separation, our financial statements included direct costs of Rightside incurred by Demand Media on our behalf and an allocation of certain general corporate costs incurred by Demand Media. Direct costs include finance, legal, human resources, technology development, and other services and have been determined based on a direct basis when identifiable, with the remainder allocated on a pro rata basis calculated as a percentage of our revenue, headcount or expenses to Demand Media’s consolidated results. General corporate costs include, but are not limited to, executive oversight, accounting, internal audit, treasury, tax, and legal. The allocations of general corporate costs are based primarily on estimated time incurred and/or activities associated with us. Management believes the allocations of corporate costs from Demand Media are reasonable. Costs incurred by Demand Media to complete the Separation have not been allocated to us. However, the financial statements may not include all of the costs that would have been incurred had we been a stand‑alone company during the periods presented and may not reflect our financial position, results of operations and cash flows had we been a stand‑alone company during the periods presented. Prior to the Separation, we recorded the following costs incurred and allocated by Demand Media in our statements of operations as follows (in thousands): Year ended December 31, 2014 2013 Cost of revenue $ 215 $ 458 Sales and marketing 1,452 1,984 Technology and development 6,684 9,007 General and administration 10,768 19,739 Depreciation and amortization 2,391 5,113 Total allocated expenses $ 21,510 $ 36,301 The table above includes allocated stock-based compensation expense of $0.8 million and $5.5 million for 2014 and 2013, respectively, for the employees of Demand Media whose cost of services was partially allocated to us. The net decrease in the parent company investment of $28.0 million for 2014 includes cash transfers to Demand Media, net of allocated expenses, assets and liabilities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 15. Fair Value of Financial Instruments We measure our financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. · Level 1—valuations for assets and liabilities traded in active exchange markets, or interest in open‑end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. · Level 2—valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third-party pricing services for identical or comparable assets or liabilities. · Level 3—valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Assets and liabilities that are not recognized at fair value in our consolidated financial statements but for which the fair value is disclosed, are summarized below (in thousands): Carrying Fair Value Measurement Using Assets at As of December 31, 2015 Value Level 1 Level 2 Level 3 Fair Value Assets: Note receivable $ 760 $ — $ — $ 760 $ 760 Liabilities: Debt $ 24,777 $ — $ — $ 31,489 $ 31,489 Carrying Fair Value Measurement Using Assets at As of December 31, 2014 Value Level 1 Level 2 Level 3 Fair Value Assets: Note receivable $ 2,500 $ — $ — $ 2,500 $ 2,500 Liabilities: Debt $ 25,105 $ — $ — $ 25,105 $ 25,105 Our note receivable is short-term in nature and its carrying value approximates fair value. This is classified as a level 1 measurement . The fair value of our debt is estimated based on the discounted cash flow approach, using the current cost of debt available to us with similar loan terms and remaining maturities. Because these estimates utilize significant unobservable inputs, we classify our debt as a level 3 measurement . |
Earnings (loss) Per Share
Earnings (loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | 16. Earnings (loss) per share Basic and diluted earnings (loss) per share were calculated using the following (in thousands, except per share amounts): Year ended December 31, 2015 2014 2013 Net loss $ (11,324 ) $ (1,858 ) $ (10,703 ) Weighted average number of shares outstanding: Basic 18,867 18,452 18,413 Dilutive effect of stock-based equity awards — — — Diluted 18,867 18,452 18,413 Net loss per share attributable to common stockholders: Basic $ (0.60 ) $ (0.10 ) $ (0.58 ) Diluted (0.60 ) (0.10 ) (0.58 ) On August 1, 2014, the 1,000 shares of Rightside common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Separation were automatically reclassified as and became 18.4 million shares of common stock, par value $0.0001 per share. Basic and diluted earnings per share and the weighted average number of shares outstanding were retrospectively updated to reflect these transactions. For 2015 and 2014, we excluded 48,100 and 32,600 shares, respectively, of restricted stock units and stock options from the calculation of diluted weighted average shares outstanding as their inclusion would have been antidilutive. There were no antidilutive shares for 2013. The $15.05 exercise price per share on the stock warrants related to the Tennenbaum Credit Facility did not have a dilutive effect for 2015, 2014 or 2013, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks And Uncertainties [Abstract] | |
Concentrations | 17. Concentrations Credit and Business Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and accounts receivable. At December 31, 2015 and 2014, our cash and cash equivalents were maintained with one major U.S. financial institution and two foreign banks. We also used online payment processors, such as PayPal, in both periods. Deposits with these institutions at times exceed the federally insured limits, which potentially subjects us to concentration of credit risk. We have not experienced any losses related to these balances and do not believe there is unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Partners comprising more than 10% of the accounts receivable balance was as follows: December 31, 2015 2014 Advertising network partner 19 % 14 % Registry partner A 11 6 Registry partner B 13 1 Significant Customers A substantial portion of our revenue is generated through arrangements with three partners noted below. We may not be successful in renewing these agreements on commercially acceptable terms, or at all, and if they are renewed, they may not be on terms as favorable as the current agreements. The percentage of revenue generated through partners representing more than 10% of revenue is as follows: Year ended December 31, 2015 2014 2013 Advertising network partner 13 % 11 % 12 % Registrar — 17 16 14 Registry partner A 55 58 55 |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | 18. Selected Quarterly Financial Information (Unaudited) The following unaudited quarterly financial information presents our quarterly and full year financial information (in thousands, except per share information): Three months ended Year ended March 31 June 30 September 30 December 31 December 31 2015 Revenue $ 50,531 $ 52,171 $ 54,119 $ 55,665 $ 212,486 Income (loss) before income taxes 933 (6,401 ) (4,350 ) (3,820 ) (13,638 ) Net income (loss) 1,876 (5,673 ) (3,404 ) (4,123 ) (11,324 ) Net income (loss) per share attributable to common stockholders: Basic $ 0.10 $ (0.30 ) $ (0.18 ) $ (0.22 ) $ (0.60 ) Diluted 0.10 (0.30 ) (0.18 ) (0.22 ) (0.60 ) 2014 Revenue $ 44,552 $ 46,689 $ 48,774 $ 51,733 $ 191,748 (Loss) income before income taxes (2,557 ) (4,896 ) 2,489 1,778 (3,186 ) Net (loss) income (3,921 ) (3,490 ) 4,097 1,456 (1,858 ) Net (loss) income per share attributable to common stockholders: Basic $ (0.21 ) $ (0.19 ) $ 0.22 $ 0.08 $ (0.10 ) Diluted (0.21 ) (0.19 ) 0.22 0.08 (0.10 ) Seasonality of Quarterly Results In general, Internet usage and online commerce and advertising are seasonally strongest in the fourth quarter and generally slower during the beginning of the year. We believe that these seasonal trends have affected and will continue to affect our quarterly results. We believe that our business may become more seasonal in the future. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On January 11, 2016, Namecheap made a principal payment on the Note in the amount of $250,000, which reduced the outstanding balance of the note receivable to $0.5 million. In addition, we and Namecheap entered into Amendment No. 4 of Senior Unsecured Promissory Note (the “Note Amendment”) effective January 29, 2016. The Note Amendment extends the maturity date of the Senior Unsecured Promissory Note originally dated October 17, 2014, as amended, from December 31, 2015 to June 30, 2016, provided that certain conditions are met. Concurrently with the Note Amendment, we and Namecheap entered into the First Amendment to Agreement (the “Agreement Amendment”) effective January 29, 2016. In exchange for the extension of the maturity date of the Note Amendment, the Agreement Amendment requires Namecheap to provide additional marketing and promotional services. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates We prepared our financial statements in accordance with GAAP, which requires us to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis, which form the basis for making judgments about the carrying value of assets and liabilities. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include revenue, useful lives and impairment of property and equipment, intangible assets, goodwill, deferred income tax assets and liabilities, and valuation allowance. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Revenue Recognition | Revenue Recognition We recognize revenue when four basic criteria are met: (1) persuasive evidence of a sales arrangement exists; (2) performance of services has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. We consider persuasive evidence of a sales arrangement to be the receipt of a signed contract. We assess collectability based on a number of factors, including transaction history and the credit worthiness of a customer. If we determine that collection is not reasonably assured, revenue is not recognized until collection becomes reasonably assured, which is generally upon receipt of cash. We recognize performance incentive rebates and certain other business incentives as a reduction in revenue. We record cash received in advance of revenue recognition as deferred revenue. For arrangements with multiple deliverables, we allocate revenue to each deliverable if the delivered item(s) has value to the customer on a standalone basis and, if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. We determine the fair value of the selling price for a deliverable using a hierarchy of (1) Company specific objective and reliable evidence, then (2) third-party evidence, then (3) best estimate of selling price. We allocate any arrangement fee to each of the elements based on their relative selling prices. To the extent that we offer performance incentive rebates or certain other business incentives to our partners, those incentives will be recognized as a reduction to revenue. Domain Name Registration Fees We recognize revenue from registration fees charged to third parties in connection with new, renewed and transferred domain name registrations on a straight‑line basis over the registration term, which ranges from one to ten years. We record payments received in advance of the domain name registration term in deferred revenue in our balance sheets. The registration term and related revenue recognition commences once we confirm that the requested domain name has been recorded in the appropriate registry under accepted contractual performance standards. We defer the associated direct and incremental costs, which principally consist of registry and ICANN fees, and expense them as cost of revenue on a straight‑line basis over the registration term. Our businesses, including eNom and Name.com, are ICANN accredited registrars. Thus, we are the primary obligor with our reseller and retail registrant customers and are responsible for the fulfillment of our registrar services to those parties. As a result, we report revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, we do not recognize any revenue related to transactions between its reseller customers and its ultimate retail customers. A portion of our resellers have contracted with us to provide billing and credit card processing services to the resellers’ retail customer base in addition to registration services. Under these circumstances, the cash collected from these resellers’ retail customer base exceeds the fixed amount per transaction that we charge for domain name registration services. Accordingly, we do not recognize the amounts that we collect for the benefit of the reseller as revenue, rather the amounts are recorded as a liability until we remit the funds to the reseller on a periodic basis. We report revenue from these resellers on a net basis because the reseller determines the price to charge the retail customer, maintains the primary customer relationship and retains the credit risk. Value‑added Services We recognize revenue from online registrar value‑added services, which include, but are not limited to, security certificates, domain name identification protection, charges associated with alternative payment methodologies, web hosting services and email services on a straight‑line basis over the period in which services are provided. We include payments received in advance of services being provided in deferred revenue. Domain Name Monetization Services Domain name monetization service revenue represents advertising revenue and primarily includes revenue derived from cost‑per‑click advertising links we place on websites owned by us, which we acquire and sell on a regular basis, and on websites owned by certain of our customers, with whom we have revenue sharing arrangements. Where we enter into revenue sharing arrangements with our customers, such as those relating to advertising on our customers’ domains, and when we are considered the primary obligor, we report the underlying revenue on a gross basis in our statements of operations, and record these revenue‑sharing payments to our customers as revenue‑sharing expenses, which are included in cost of revenue. Also included under this heading is revenue which represents proceeds received from selling domain names from our portfolio, as well as proceeds received from selling domain names that are not renewed by customers of our registrar platform. Domain name sales are primarily conducted through our direct sales efforts as well as through our NameJet, LLC (“NameJet”) joint venture with Web.com, of which we own 50%. While certain domain names sold are registered on our registrar platform upon sale, we have determined that sales revenue and related registration revenue represent separate units of accounting, because the domain name has value to the customers on a stand‑alone basis, where a customer could resell it separately, without the registration service, there is objective and reliable evidence of the fair value of the registration service and no general rights of return. We evaluated each deliverable, domain name sale and domain name registration, to determine whether vendor‑specific objective evidence (“VSOE”) or third-party evidence of selling price (“TPE”) existed in order to determine the selling price for each unit of accounting. We determined that there is VSOE for domain name registrations through analysis of historical stand‑alone transactions sold by us, which have been consistently priced with limited discounts. For domain name sales, we have determined that TPE is not a practical alternative due to uniqueness of domain names compared to those sold by competitors and the availability of relevant third-party pricing information. We have not established VSOE for domain names due to the lack of pricing consistency and other factors. Accordingly, we allocate revenue to the domain name sale deliverable in the arrangement based on best estimate of the selling price (“BESP”). We determine BESP by reference to the total transaction price and an estimate of what a market participant would pay without the registration service. Based on the nature of the transaction and its elements, we believe that there are no meaningful discounts embedded in the overall arrangement. We recognize domain name sales revenue when title to the name is transferred to the buyer and the related registration fees are recognized on a straight‑line basis over the registration term. If we sell a domain name, we recognize any unamortized cost basis as a cost of revenue over the registration term. For sales of our owned and operated domain names generated through NameJet, we recognize revenue on a gross basis in our statements of operations, and record the related commission in cost of revenue. For sales of third-party owned domain names generated through NameJet, we recognize revenue net of auction service fee payments to NameJet. We generated revenue of approximately $5.0 million, $4.4 million and $5.1 million from domain name sales generated through NameJet for 2015, 2014 and 2013, respectively. |
Intangible Assets | Intangible Assets Registration and Acquisition Costs of Undeveloped Websites We capitalize initial registration and acquisition costs of our undeveloped websites, and amortize these costs over the expected useful life of the underlying undeveloped websites on a straight‑line basis, which approximates the estimated pattern in which the underlying economic benefits are consumed. The expected useful lives of the undeveloped websites range from 12 months to 84 months. We determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience with domain names of similar quality and value. In order to maintain the rights to each undeveloped website acquired, we pay periodic renewal registration fees, which generally cover a minimum period of twelve months. We record renewal registration fees of website name intangible assets in deferred registration costs and recognize the costs over the renewal registration period, which is included in cost of revenue. Acquired in Business Combinations We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocate the purchase price of each acquired business to our respective net tangible and intangible assets. Acquired intangible assets include: trade names, non‑compete agreements, owned website names, customer relationships, and technology. We determine the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives of three to 20 years, using the straight‑line method, which approximates the pattern in which the economic benefits are consumed. gTLDs We capitalize payments for gTLD applications and other costs directly attributable to the acquisition of gTLD registry operator rights and include them in other long-term assets. We have received and may continue to receive partial cash refunds for certain gTLD applications, and to the extent we elect to sell or withdraw certain gTLD applications throughout the process, we may also incur gains or losses on amounts invested. These gains have been recorded as gains on other assets, net, on the statements of operations. As gTLDs become available for their intended use, gTLD application fees and acquisition related costs are reclassified as finite lived intangible assets and amortized on a straight-line basis over an estimated useful life of 10 years, which approximates the pattern in which the economic benefits are consumed. Other costs incurred as part of the gTLD Initiative and not directly attributable to the acquisition of gTLD registry operator rights are expensed as incurred. Impairment of Intangible Assets We evaluate the recoverability of our finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or circumstances occur, an impairment test would be performed by comparing the estimated undiscounted future cash flows expected to result from the use of the asset group to the related asset group’s carrying value. If an asset is considered impaired, the impairment loss is measured as the amount by which the carrying value of the asset group exceeds its estimated fair value. We have not recognized any such impairment loss associated with our finite-lived intangible assets during 2015, 2014 or 2013. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and the identifiable intangible assets. Goodwill is not amortized; rather, goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, or more frequently, if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. First, we determine if the carrying value of our related reporting unit exceeds fair value, which would indicate that goodwill may be impaired. If we then determine that goodwill may be impaired, we compare the implied fair value of the goodwill to its carrying amount to determine if there is an impairment loss. Our most recent annual impairment analysis was performed in the fourth quarter of 2015 and indicated that the fair value of our reporting unit exceeded the carrying value at that time. As of December 31, 2015, our market capitalization exceeded our book value. Should this condition continue to exist for an extended period of time, we will consider this and other factors, including our anticipated future cash flows, to determine whether goodwill is impaired. If we are required to record a significant impairment charge against certain intangible assets reflected on our balance sheet during the period in which an impairment is determined to exist, we could report a greater loss in one or more future periods. Based on a review of events and changes in circumstances at the reporting unit level through December 31, 2015, we have not identified any indications that the carrying value of our goodwill is impaired. We will continue to perform our annual goodwill impairment test in the fourth quarter of the year ending December 31, 2016, consistent with our existing accounting policy. There were no charges recorded related to goodwill impairment during 2015, 2014 and 2013. |
Impairment of Long-lived Assets | Impairment of Long‑lived Assets We evaluate the recoverability of our long-lived assets with finite useful lives for impairment when events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. When such events or circumstances occur, an impairment test would be performed by comparing the estimated undiscounted future cash flows expected to result from the use of the asset group to the related asset group’s carrying value. If an asset is considered impaired, the impairment loss is measured as the amount by which the carrying value of the asset group exceeds its estimated fair value. We have not recognized any such impairment loss associated with our long-lived assets during 2015, 2014 or 2013. |
Income Taxes | Income Taxes As of December 31, 2015, we retrospectively adopted a new accounting standard that required the classification of all deferred tax assets and liabilities as noncurrent. Other than the policy changes made in accordance with the new standard, no other changes in policy or methodology have been made. Our operations have historically been included in the federal income tax return of Demand Media, as well as certain state tax returns where Demand Media files on a combined basis. For periods during which our operations were included with Demand Media, income taxes are presented in these financial statements as if we filed our own tax returns on a separate return basis. We account for our income taxes using the liability and asset method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or in our tax returns. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the realizability of our deferred tax assets and valuation allowances are provided when necessary to reduce deferred tax assets to the amounts expected to be realized. We operate in various tax jurisdictions and are subject to audit by various tax authorities. We provide tax contingencies whenever it is deemed probable that a tax asset has been impaired or a tax liability has been incurred for events such as tax claims or changes in tax laws. Tax contingencies are based upon their technical merits, and relevant tax law and the specific facts and circumstances as of each reporting period. Changes in facts and circumstances could result in material changes to the amounts recorded for such tax contingencies. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that we believe has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties accrued related to unrecognized tax benefits in our income tax (benefit) provision in the accompanying statements of operations. We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities. Our estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. We consider funds transferred from our credit card service providers but not yet deposited into our bank accounts at the balance sheet dates, as funds in transit and these amounts are recorded as unrestricted cash, since the amounts are generally settled the day after the outstanding date. Cash and cash equivalents consist primarily of checking accounts. |
Accounts Receivable | Accounts Receivable Since our domain name registration services are primarily conducted on a prepaid basis through credit card or internet payments processed at the time a transaction is consummated, we do not carry significant receivables related to these business activities. Accounts receivable primarily consists of amounts due from registries and from certain domain reseller customers of our registrar service offering, as well as gTLD amounts due from our collaboration agreement with Donuts Inc. (“Donuts”), a third-party new gTLD applicant. Receivables from registries represent refundable amounts for registrations that were placed on auto-renew status by the registries, but were not explicitly renewed by a registrant as of the balance sheet dates. We record registry services accounts receivable at the amount of the registration fees paid by us to a registry for all registrations placed on auto-renew status. Subsequent to the lapse of a prior registration period, a registrant either renews the applicable domain name with us, which results in the application of the refundable amount to a consummated transaction, or the registrant lets the domain name registration expire, which results in a refund of the applicable amount from a registry to us. |
Deferred Revenue and Deferred Registration Costs | Deferred Revenue and Deferred Registration Costs Deferred revenue consists primarily of amounts received from customers in advance of our performance for domain name registration services and online value‑added services. We recognize deferred revenue as revenue on a systematic basis that is proportionate to the unexpired term of the related domain name registration over online value‑added service period. Deferred registration costs represent incremental direct costs paid in advance to registries, ICANN, and other third parties for domain name registrations and are recorded as a deferred cost. We record the amortization of deferred registration costs to cost of revenue on a straight‑line basis over the registration period. |
Property and Equipment and Software Development Costs | Property and Equipment and Software Development Costs We record property and equipment at cost and provide for depreciation and amortization using the straight-line method for financial reporting purposes over the estimated useful lives. We capitalize certain costs of internally developed software or software purchased for internal use. We capitalize software development costs when application development begins, it is probable that the project will be completed, and the software will be used as intended. We expense costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation stage activities as we incur these costs. Our policy provides for the capitalization of certain payroll, benefits, and other payroll-related costs for employees who are directly associated with internal-use software development projects, as well as external direct costs of materials and services associated with developing or obtaining internal-use software. We only capitalize personnel costs that relate directly to time spent on such projects. The estimated useful lives by asset classification are as follows: · Computer hardware: 2 to 5 years · Computer software: 2 to 3 years · Internally developed software: 3 years · Furniture and equipment: 7 to 10 years · Leasehold improvements: Shorter of the estimated useful life or life of related lease During 2014, depreciation expense included the write-off of internally developed software of $0.8 million. There were no impairments related to property and equipment during 2015 and 2013. |
Other Long -Term Assets | Other Long‑Term Assets ICANN approved a framework for the significant expansion of the number of gTLDs available for businesses and consumers to register as part of a domain name (“New gTLD Program”). The first new gTLDs launched in the fourth quarter of 2013. We capitalize the costs incurred to pursue the acquisition of gTLD operator rights. While there can be no assurance that gTLDs will be awarded to us, we reclassify these payments as finite‑lived intangible assets following the delegation of operator rights for each gTLD by ICANN. Payments for gTLD applications primarily represent amounts paid directly to ICANN and/or third parties in the pursuit of gTLD operator rights. When two or more applicants apply for the same gTLD, an auction process is used to determine the eventual owner. If a private auction is used, the highest bidder is required to pay the other applicants the proceeds from the auction in return for the withdrawal of their application for the gTLD. We may also receive partial cash refunds from ICANN for certain gTLD applications, and to the extent we elect to sell or withdraw of our interest in certain gTLD applications throughout the process, we may also incur gains or losses on amounts invested. Gains on the withdrawal of our interest in gTLD applications are recognized when realized, while losses are recognized when deemed probable. Potential losses are limited to the non‑refundable portion of our deposits, while gains realized during the initial ICANN rights delegation phase are based on proceeds received from third parties and may be significant as compared to our initial investment (deposit) in a particular gTLD. We expense other costs incurred by us as part of the gTLD Initiative not directly attributable to the acquisition of gTLD operator rights. We amortize capitalized costs on a straight‑line basis over the estimated useful life of the gTLD operator rights acquired commencing the date that each asset is available for its intended use. |
Investments | Investments We account for investments in entities over which we have the ability to exert significant influence, but do not control and are not the primary beneficiary of, including NameJet, using the equity method of accounting. We include our proportionate share of earnings (losses) of our equity method investees in other income (expense), net in our statements of operations. Our proportional shares of affiliate earnings or losses accounted for under the equity method of accounting were not material for all periods presented. Transactions with our equity method investees generated revenue of approximately $5.0 million, $4.4 million and $5.1 million for 2015, 2014 and 2013, respectively. We account for investments in companies that we do not control or account for under the equity method either at fair value or under the cost method, as applicable. Investments in equity securities are carried at fair value if the fair value of the security is readily determinable. Equity investments carried at fair value are classified as available‑for‑sale securities. Realized gains and losses for available‑for‑sale securities are included in other income (expense), net in our statements of operations. Unrealized gains and losses, net of taxes, on available‑for‑sale securities are included in our financial statements as a component of other comprehensive income (loss) and accumulated other comprehensive income (loss) (“AOCI”) until realized. We account for investments in equity securities that we do not control or account for under the equity method and do not have readily determinable fair values for under the cost method. We record cost method investments originally at cost. In determining whether other‑than‑temporary impairment exists for equity securities, management considers: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near‑term prospects of the issuer and (3) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of marketable securities sold is based upon the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income (expense), net. |
Leases | Leases We categorize leases as either operating or capital leases at their inception. We lease office space and equipment under non-cancelable operating and capital leases. The terms of our lease agreements generally provide for rental payments on a graduated basis. We record rent expense on a straight-line basis over the lease period and have accrued for rent expense incurred but not paid. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and generally consist of online advertising, sponsorships, and trade shows. Such costs are included in sales and marketing expense in our statements of operations. Advertising expense was $2.7 million, $1.5 million and $0.7 million for 2015, 2014 and 2013, respectively. |
Stock-based Compensation Expense | Stock-based Compensation Expense We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize compensation expense on a straight-line basis over the requisite service period. The requisite service period is generally four years. The compensation cost is recognized net of estimated forfeiture activity. |
Foreign Currency Transactions | Foreign Currency Transactions Our foreign subsidiaries have a functional currency of U.S. dollars. We record realized and unrealized foreign currency transaction gains and losses as incurred. Foreign currency transaction gains and losses are included in other income (expense) in our statements of operations. The net effect of our foreign currency gains and losses was not significant for 2015, 2014 and 2013. |
Reclassifications | Reclassifications Certain amounts previously presented for prior periods have been reclassified to conform to current presentation. These reclassifications did not affect consolidated net income, cash flows, or equity for the years presented. We reclassified $1.0 million of current deferred revenue to accrued expenses and other current liabilities on our balance sheets as of December 31, 2014. This balance was settled in March 2015. We also reclassified $27.9 million of current deferred tax liabilities to noncurrent deferred tax liabilities in our balance sheets, and net it with $9.5 million of noncurrent deferred tax assets, as of December 31, 2014, in accordance with our early adoption of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2015-17. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, “Incomes Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” In May 2015, the FASB issued ASU 2015-08, “Business Combinations (Topic 805): Pushdown Accounting - Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. “Business Combinations (Topic 805): Pushdown Accounting,” |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” In August 2015, the FASB issued ASU 2015-15, “ Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” been previously issued. As of December 31, 2015 and 2014, we had $0.3 million and $0.5 million, respectively, of debt issuance costs that will remain classified as an Other Asset on our balance sheets when we adopt the new standard on January In April 2015, the FASB issued ASU No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” service contracts. The new standard is effective for interim and annual reporting periods beginning after December In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” In May 2014, the FASB issued ASU 2014‑09, “ Revenue from Contracts with Customers (Topic 606 Deferral of the Effective Date,” |
Segment Reporting | We follow the authoritative literature that established annual and interim reporting standards for an entity’s operating segments and related disclosures about its products and services, geographic regions and major customers. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recognized or disclosed at fair value in our financial statements on a nonrecurring basis include items such as property and equipment, cost and equity method investments, and other assets. These assets are measured at fair value if determined to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets and liabilities recognized or disclosed at fair value in our financial statements on a recurring basis include items such as cash equivalents and short-term investments. These assets are measured at fair value at each balance sheet date. Cash equivalents consist of financial instruments that have original maturities of 90 days or less. Short-term investments consist of financial instruments with maturities greater than 90 days, but that generally mature in less than one year. We measure our financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. · Level 1—valuations for assets and liabilities traded in active exchange markets, or interest in open‑end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. · Level 2—valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third-party pricing services for identical or comparable assets or liabilities. · Level 3—valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2015 December 31, 2014 Weighted Weighted Gross average Gross average carrying Accumulated useful carrying Accumulated useful amount amortization Net life amount amortization Net life (years) Owned website names $ 14,977 $ (11,628 ) $ 3,349 4.0 $ 16,581 $ (11,402 ) $ 5,179 4.0 Customer relationships 20,842 (19,515 ) 1,327 5.8 20,842 (18,258 ) 2,584 5.8 Technology 7,953 (7,934 ) 19 4.8 7,954 (7,915 ) 39 4.8 Non-compete agreements 207 (122 ) 85 5.0 207 (81 ) 126 5.0 Trade names 5,466 (2,465 ) 3,001 18.4 5,477 (2,151 ) 3,326 18.3 gTLDs 51,988 (5,441 ) 46,547 10.0 26,909 (1,047 ) 25,862 10.0 Total $ 101,433 $ (47,105 ) $ 54,328 $ 77,970 $ (40,854 ) $ 37,116 |
Estimated Future Amortization Expense | Estimated future amortization expense related to intangible assets held at December 31, 2015 (in thousands): Years Ending December 31, Amount 2016 $ 8,277 2017 6,497 2018 6,376 2019 6,074 2020 5,636 Thereafter 21,468 Total $ 54,328 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, December 31, 2015 2014 Computers and other related equipment $ 21,452 $ 17,199 Purchased and internally developed software 20,542 19,526 Furniture and fixtures 908 907 Leasehold improvements 1,432 1,342 Property and equipment, gross 44,334 38,974 Less: accumulated depreciation (31,036 ) (27,447 ) Property and equipment, net $ 13,298 $ 11,527 |
Schedule of Server Equipment Assets Under Capital Lease | Our computers and other related equipment shown in the table above included the server equipment assets under a capital lease as follows (in thousands) December 31, December 31, 2015 2014 Computers and other related equipment $ 2,091 $ — Less: accumulated depreciation (29 ) — Assets under capital lease, net $ 2,062 $ — |
Schedule of Expected Future Minimum Lease Payments Under Capital Lease | As of December 31, 2015, the expected future minimum lease payments under the capital lease were as follows (in thousands): Years Ending December 31, Amount 2016 $ 1,691 2017 1,550 Total minimum lease payments 3,241 Less: software and support services (1,131 ) Net minimum lease payments 2,110 Less: imputed interest (106 ) Present value of minimum lease payments (capital lease obligation) $ 2,004 Current portion 1,193 Noncurrent portion 811 |
gTLD Deposits and Other Assets
gTLD Deposits and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of gTLD Deposits and Other Assets | gTLD deposits and other assets consisted of the following (in thousands): December 31, December 31, 2015 2014 gTLD deposits $ 8,139 $ 21,180 Other assets 3,027 3,298 |
Other Balance Sheet Items (Tabl
Other Balance Sheet Items (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following (in thousands): December 31, December 31, 2015 2014 Accounts receivable—trade $ 7,013 $ 7,101 gTLD deposit receivable 19 3,557 Receivables from registries 4,351 3,598 Allowance for doubtful accounts (77 ) — Accounts receivable, net $ 11,306 $ 14,256 |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other currents assets consisted of the following (in thousands): December 31, December 31, 2015 2014 Prepaid expenses $ 3,868 $ 2,799 Prepaid registry fees 3,306 1,599 Note receivable 760 2,500 Prepaid expenses and other current assets $ 7,934 $ 6,898 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, December 31, 2015 2014 Customer deposits $ 10,330 $ 8,404 Accrued payroll and related items 3,641 2,927 Commissions payable 2,202 2,244 Domain owners’ royalties payable 1,568 1,901 Other 6,850 6,837 Accrued expenses and other current liabilities $ 24,591 $ 22,313 |
Debt (Tables)
Debt (Tables) - Tennenbaum | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Debt Outstanding | The following table presents our debt outstanding on the Tennenbaum Credit Facility (in thousands): December 31, December 31, 2015 2014 Principal $ 28,500 $ 30,000 Unamortized note discount (3,723 ) (4,895 ) Carrying value $ 24,777 $ 25,105 |
Schedule of Maturities of Long-Term Debt | The following table presents the scheduled principal payments on the Tennenbaum Credit Facility (in thousands): Years Ending December 31, Amount 2016 $ 1,500 2017 1,500 2018 1,500 2019 24,000 Total $ 28,500 |
Schedule of Interest Expense | There was no interest expense in 2013. Interest expense for 2015 and 2014 on the Tennenbaum Credit Facility consisted of the following (in thousands): Year ended December 31, 2015 2014 Contractual interest expense $ 2,760 $ 1,133 Amortization of issuance costs 496 203 Amortization of note discount 1,171 481 Total $ 4,427 $ 1,817 Effective interest rate 14.8 % 14.8 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases | Our future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows (in thousands): Years Ending December 31, Amount 2016 $ 1,235 2017 1,182 2018 1,096 2019 356 2020 — Thereafter — Total $ 3,869 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | Loss before income taxes consisted of the following (in thousands): Year ended December 31, 2015 2014 2013 Domestic $ (10,469 ) $ (11,413 ) $ (8,386 ) Foreign (3,169 ) 8,227 (3,261 ) Loss before income taxes $ (13,638 ) $ (3,186 ) $ (11,647 ) |
Schedule of Income Tax Benefit (Expense) | The income tax benefit consists of the following (in thousands): Year ended December 31, 2015 2014 2013 Current expense: Federal $ — $ — $ — State (69 ) (22 ) (6 ) Foreign (47 ) (9 ) (10 ) Deferred benefit (expense): Federal 2,696 1,454 1,136 State (266 ) (95 ) (176 ) Total income tax benefit $ 2,314 $ 1,328 $ 944 |
Schedule of the Reconciliation of the Effective Tax Rate | The reconciliation of the federal statutory income tax rate of 34% to our effective income tax rate is as follows (in thousands): Year ended December 31, 2015 2014 2013 Expected income tax benefit at U.S. statutory rate $ 4,637 $ 1,083 $ 3,960 Foreign rate differential (586 ) 3,988 (469 ) State tax benefit, net of federal taxes 222 163 160 Non-deductible stock-based compensation expense (776 ) (2,343 ) (1,749 ) Meals and entertainment (23 ) (38 ) (77 ) State rate changes (443 ) (240 ) (280 ) Valuation allowance (535 ) (1,197 ) (646 ) Non-deductible warrant amortization (329 ) (135 ) — Other 147 47 45 Total income tax benefit $ 2,314 $ 1,328 $ 944 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2015 2014 Deferred tax assets: Accrued liabilities not currently deductible $ 1,467 $ 661 Intangible assets - excess of financial statement amortization over tax basis 5,131 4,956 Indirect federal impact of deferred state taxes 777 847 Deferred revenue 7,360 6,262 Net operating losses 17,935 13,764 Stock-based compensation expense 863 931 Total deferred tax assets $ 33,533 $ 27,421 Deferred tax liabilities: Deferred registration costs $ (28,379 ) $ (26,956 ) Prepaid expenses (1,627 ) (1,580 ) Goodwill not amortized for financial reporting (13,893 ) (12,078 ) Intangible assets - excess of financial basis over tax basis (829 ) (897 ) Property and equipment (1,536 ) (2,020 ) Other (368 ) (450 ) Total deferred tax liabilities $ (46,632 ) $ (43,981 ) Valuation allowance (2,378 ) (1,843 ) Net deferred tax liabilities $ (15,477 ) $ (18,403 ) |
Schedule of Deferred Tax Asset Valuation Allowance Activity | The table below presents our international deferred tax asset valuation allowance activity (in thousands): Year ended December 31, 2015 2014 2013 Balance as of January 1, $ 1,843 $ 646 $ — Charged to income tax expense 535 1,197 646 Balance as of December 31, $ 2,378 $ 1,843 $ 646 |
Stock based Compensation (Table
Stock based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-based Compensation Expense Related to All Employee and Non-employee Stock-based Awards | Our stock‑based compensation expense related to stock‑based awards that has been included in the following line items within the statements of operations are as follows (in thousands): Year ended December 31, 2015 2014 2013 Cost of revenue $ 210 $ 372 $ 458 Sales and marketing 870 1,178 1,598 Technology and development 1,345 1,049 1,377 General and administrative 3,871 3,237 6,030 Total stock-based compensation expense $ 6,296 $ 5,836 $ 9,463 |
Summary of Stock Options Activity | The following table presents a summary of our stock option activity for the year ended December 31, 2015 (in thousands, except for per share amounts and contractual term): Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Price Term Intrinsic Shares Per Share (in years) Value Outstanding as of December 31, 2014 319 $ 15.47 Exercised (8 ) 5.36 Cancelled (167 ) 17.12 Outstanding as of December 31, 2015 144 14.19 3.21 $ 58 Exercisable as of December 31, 2015 144 $ 14.19 3.21 $ 58 |
Schedule of RSU Activity | The following table presents a summary of our RSU activity for the year ended December 31, 2015 (in thousands, except for per share amounts): Weighted Average Shares Share Value Outstanding as of December 31, 2014 1,173 $ 14.86 Granted 1,249 7.90 Vested (610 ) 13.17 Cancelled (220 ) 16.08 Outstanding as of December 31, 2015 1,592 $ 9.87 |
Schedule of Additional Information Related to Stock-based Compensation Activity | Information related to stock‑based compensation activity is as follows (in thousands): Year ended December 31, 2015 2014 2013 Intrinsic value of options exercised $ 21 $ 124 $ 590 Intrinsic value of restricted stock units vested 4,754 4,962 3,884 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of revenue derived from segments | Revenue from our Registrar services, Registry services, and Aftermarket and other services offerings are as follows (in thousands): Year ended December 31, 2015 2014 2013 Registrar services $ 173,954 $ 160,168 $ 141,558 Registry services 8,438 1,917 — Aftermarket and other 32,683 30,163 43,634 Eliminations (2,589 ) (500 ) — Total revenue $ 212,486 $ 191,748 $ 185,192 |
Schedule of revenue by location | Revenue by geographic location is as follows (in thousands): Year ended December 31, 2015 2014 2013 United States $ 154,920 $ 136,326 $ 127,650 International 57,566 55,422 57,542 Total $ 212,486 $ 191,748 $ 185,192 |
Transactions with Related Par37
Transactions with Related Parties and Parent Company Investment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Costs Incurred and Allocated by Demand Media | Prior to the Separation, we recorded the following costs incurred and allocated by Demand Media in our statements of operations as follows (in thousands): Year ended December 31, 2014 2013 Cost of revenue $ 215 $ 458 Sales and marketing 1,452 1,984 Technology and development 6,684 9,007 General and administration 10,768 19,739 Depreciation and amortization 2,391 5,113 Total allocated expenses $ 21,510 $ 36,301 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | Assets and liabilities that are not recognized at fair value in our consolidated financial statements but for which the fair value is disclosed, are summarized below (in thousands): Carrying Fair Value Measurement Using Assets at As of December 31, 2015 Value Level 1 Level 2 Level 3 Fair Value Assets: Note receivable $ 760 $ — $ — $ 760 $ 760 Liabilities: Debt $ 24,777 $ — $ — $ 31,489 $ 31,489 Carrying Fair Value Measurement Using Assets at As of December 31, 2014 Value Level 1 Level 2 Level 3 Fair Value Assets: Note receivable $ 2,500 $ — $ — $ 2,500 $ 2,500 Liabilities: Debt $ 25,105 $ — $ — $ 25,105 $ 25,105 |
Earnings (loss) Per Share (Tabl
Earnings (loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | Basic and diluted earnings (loss) per share were calculated using the following (in thousands, except per share amounts): Year ended December 31, 2015 2014 2013 Net loss $ (11,324 ) $ (1,858 ) $ (10,703 ) Weighted average number of shares outstanding: Basic 18,867 18,452 18,413 Dilutive effect of stock-based equity awards — — — Diluted 18,867 18,452 18,413 Net loss per share attributable to common stockholders: Basic $ (0.60 ) $ (0.10 ) $ (0.58 ) Diluted (0.60 ) (0.10 ) (0.58 ) |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts receivable | Credit concentration risk | |
Concentration Risk [Line Items] | |
Schedule of Concentrations by Risk | Partners comprising more than 10% of the accounts receivable balance was as follows: December 31, 2015 2014 Advertising network partner 19 % 14 % Registry partner A 11 6 Registry partner B 13 1 |
Revenues | Customer risk | |
Concentration Risk [Line Items] | |
Schedule of Concentrations by Risk | The percentage of revenue generated through partners representing more than 10% of revenue is as follows: Year ended December 31, 2015 2014 2013 Advertising network partner 13 % 11 % 12 % Registrar — 17 16 14 Registry partner A 55 58 55 |
Selected Quarterly Financial 41
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly and Full Year Financial Information | The following unaudited quarterly financial information presents our quarterly and full year financial information (in thousands, except per share information): Three months ended Year ended March 31 June 30 September 30 December 31 December 31 2015 Revenue $ 50,531 $ 52,171 $ 54,119 $ 55,665 $ 212,486 Income (loss) before income taxes 933 (6,401 ) (4,350 ) (3,820 ) (13,638 ) Net income (loss) 1,876 (5,673 ) (3,404 ) (4,123 ) (11,324 ) Net income (loss) per share attributable to common stockholders: Basic $ 0.10 $ (0.30 ) $ (0.18 ) $ (0.22 ) $ (0.60 ) Diluted 0.10 (0.30 ) (0.18 ) (0.22 ) (0.60 ) 2014 Revenue $ 44,552 $ 46,689 $ 48,774 $ 51,733 $ 191,748 (Loss) income before income taxes (2,557 ) (4,896 ) 2,489 1,778 (3,186 ) Net (loss) income (3,921 ) (3,490 ) 4,097 1,456 (1,858 ) Net (loss) income per share attributable to common stockholders: Basic $ (0.21 ) $ (0.19 ) $ 0.22 $ 0.08 $ (0.10 ) Diluted (0.21 ) (0.19 ) 0.22 0.08 (0.10 ) |
Company Background, Separatio42
Company Background, Separation from Demand Media and Basis of Presentation - Additional Information (Details) | Aug. 01, 2014item$ / sharesshares | Dec. 31, 2015item$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jul. 31, 2014$ / sharesshares |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Number of publicly traded entities after spin-off | item | 2 | |||
Number of classes of common stock | item | 1 | |||
Separation conversion ratio - one share of Rightside common stock for every five shares of Demand Media | 0.20 | |||
Preferred stock, shares outstanding | 0 | 0 | ||
Authorized capital stock (in shares) | 120,000,000 | 1,000 | ||
Common stock shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Shares issued | 18,400,000 | 19,099,000 | 18,661,000 | 1,000 |
Shares outstanding | 18,400,000 | 19,099,000 | 18,661,000 | 1,000 |
Service agreement expiration period | 2016-02 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Website renewal period | 12 months | |||
Impairment loss of finite-lived intangible assets | $ 0 | $ 0 | $ 0 | |
Goodwill impairment | $ 0 | 0 | 0 | 0 |
Impairment of property plant and equipment | 0 | 0 | ||
Advertising expense | $ 2,700,000 | 1,500,000 | 700,000 | |
Share based compensation service period | 4 years | |||
Deferred revenue reclassified to accrued expenses and other liabilities | 1,000,000 | |||
Deferred tax liabilities current reclassified to deferred tax liabilities noncurrent | 27,900,000 | |||
Deferred tax assets net, noncurrent | 9,500,000 | |||
ASU 2016-02 | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Description Of Lessee Leasing Arrangements Operating Leases | The new standard brings substantially all leases on the balance sheets for operating lease arrangements with lease terms greater than 12 months for lessees. | |||
ASU 2015-15 | Pro Forma | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Debt issuance costs classified as other assets | 300,000 | $ 300,000 | 500,000 | |
ASU 2015-03 | Pro Forma | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Debt issuance costs classified as other assets | $ 1,600,000 | $ 1,600,000 | 2,100,000 | |
Internally developed software | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 3 years | |||
Impairment of property plant and equipment | $ 800,000 | |||
Owned website names | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Acquired finite-lived intangible assets useful life | 4 years | 4 years | ||
gTLD deposit receivable | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Acquired finite-lived intangible assets useful life | 10 years | 10 years | ||
Finite lived useful life | 10 years | |||
NameJet joint venture | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Joint venture revenue | $ 5,000,000 | $ 4,400,000 | $ 5,100,000 | |
NameJet joint venture | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Percentage of ownership interest in joint venture | 50.00% | 50.00% | ||
Minimum | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Registration term | 1 year | |||
Acquired finite-lived intangible assets useful life | 3 years | |||
Minimum | Computer hardware | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 2 years | |||
Minimum | Computer software | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 2 years | |||
Minimum | Furniture and equipment | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 7 years | |||
Minimum | Owned website names | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Acquired finite-lived intangible assets useful life | 12 months | |||
Maximum | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Registration term | 10 years | |||
Acquired finite-lived intangible assets useful life | 20 years | |||
Maximum | Computer hardware | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 5 years | |||
Maximum | Computer software | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 3 years | |||
Maximum | Furniture and equipment | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Useful life | 10 years | |||
Maximum | Owned website names | ||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | ||||
Acquired finite-lived intangible assets useful life | 84 months |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 101,433 | $ 77,970 |
Accumulated amortization | (47,105) | (40,854) |
Total | 54,328 | 37,116 |
Owned website names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 14,977 | 16,581 |
Accumulated amortization | (11,628) | (11,402) |
Total | $ 3,349 | $ 5,179 |
Weighted average useful life (years) | 4 years | 4 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 20,842 | $ 20,842 |
Accumulated amortization | (19,515) | (18,258) |
Total | $ 1,327 | $ 2,584 |
Weighted average useful life (years) | 5 years 9 months 18 days | 5 years 9 months 18 days |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 7,953 | $ 7,954 |
Accumulated amortization | (7,934) | (7,915) |
Total | $ 19 | $ 39 |
Weighted average useful life (years) | 4 years 9 months 18 days | 4 years 9 months 18 days |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 207 | $ 207 |
Accumulated amortization | (122) | (81) |
Total | $ 85 | $ 126 |
Weighted average useful life (years) | 5 years | 5 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 5,466 | $ 5,477 |
Accumulated amortization | (2,465) | (2,151) |
Total | $ 3,001 | $ 3,326 |
Weighted average useful life (years) | 18 years 4 months 24 days | 18 years 3 months 18 days |
gTLD deposit receivable | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 51,988 | $ 26,909 |
Accumulated amortization | (5,441) | (1,047) |
Total | $ 46,547 | $ 25,862 |
Weighted average useful life (years) | 10 years | 10 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |||
Amortization expense of intangible assets | $ 9.7 | $ 7.7 | $ 7.9 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | ||
2,016 | $ 8,277 | |
2,017 | 6,497 | |
2,018 | 6,376 | |
2,019 | 6,074 | |
2,020 | 5,636 | |
Thereafter | 21,468 | |
Total | $ 54,328 | $ 37,116 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44,334 | $ 38,974 |
Less: accumulated depreciation | (31,036) | (27,447) |
Property and equipment, net | 13,298 | 11,527 |
Computers and other related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,452 | 17,199 |
Purchased and internally developed software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,542 | 19,526 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 908 | 907 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,432 | $ 1,342 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 13,298 | $ 11,527 | |
Less accumulated depreciation | 31,036 | 27,447 | |
Depreciation expense | $ 6,700 | 7,700 | $ 6,500 |
Capital lease term | 24 months | ||
Internally developed software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 6,400 | 5,800 | |
Less accumulated depreciation | $ 9,300 | 9,600 | |
Internally developed software | Impairment included in depreciation expense | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 800 |
Property and Equipment - Sche49
Property and Equipment - Schedule of Server Equipment Assets Under Capital Lease (Details) - Computers and other related equipment $ in Thousands | Dec. 31, 2015USD ($) |
Capital Leased Assets [Line Items] | |
Assets under capital lease, gross | $ 2,091 |
Less: accumulated depreciation | (29) |
Assets under capital lease, net | $ 2,062 |
Property and Equipment - Sche50
Property and Equipment - Schedule of Expected Future Minimum Lease Payments Under Capital Lease (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Capital Leases Future Minimum Payments Net Present Value [Abstract] | |
2,016 | $ 1,691 |
2,017 | 1,550 |
Total minimum lease payments | 3,241 |
Less: software and support services | (1,131) |
Net minimum lease payments | 2,110 |
Less: imputed interest | (106) |
Present value of minimum lease payments (capital lease obligation) | 2,004 |
Current portion | 1,193 |
Noncurrent portion | $ 811 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill | $ 103,042,000 | $ 103,042,000 | $ 103,042,000 |
gTLD Deposits and Other Asset52
gTLD Deposits and Other Assets - Schedule of gTLD Deposits and Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
gTLD deposits | $ 8,139 | $ 21,180 |
Other assets | $ 3,027 | $ 3,298 |
gTLD Deposits and Other Asset53
gTLD Deposits and Other Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |||
Payments and deposits for gTLD applications | $ 9,708 | $ 32,028 | $ 3,949 |
Gain on gTLD application withdrawals, net | 9,403 | 22,103 | $ 4,232 |
Deferred finance cost included in other assets | $ 1,900 | $ 2,600 |
Other Balance Sheet Items - Sch
Other Balance Sheet Items - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable | ||
Allowance for doubtful accounts | $ (77) | |
Accounts receivable, net | 11,306 | $ 14,256 |
Accounts receivable - trade | ||
Accounts receivable | ||
Accounts receivable | 7,013 | 7,101 |
gTLD deposit receivable | ||
Accounts receivable | ||
Accounts receivable | 19 | 3,557 |
Receivables from registries | ||
Accounts receivable | ||
Accounts receivable | $ 4,351 | $ 3,598 |
Other Balance Sheet Items - S55
Other Balance Sheet Items - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid Expense, Current [Abstract] | ||
Prepaid expenses | $ 3,868 | $ 2,799 |
Prepaid registry fees | 3,306 | 1,599 |
Note receivable | 760 | 2,500 |
Prepaid expenses and other current assets | $ 7,934 | $ 6,898 |
Other Balance Sheet Items - Add
Other Balance Sheet Items - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Oct. 31, 2014USD ($) | |
Accounts Notes And Loans Receivable [Line Items] | |||
Note receivable | $ 760,000 | $ 2,500,000 | |
Proceeds from repayment of note receivable | 1,750,000 | ||
Namecheap | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Note receivable | $ 750,000 | ||
Number of payment received | item | 3 | ||
Proceeds from repayment of note receivable | $ 1,750,000 | ||
Namecheap | Six-month LIBOR | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Note receivable | $ 2,500,000 |
Other Balance Sheet Items - S57
Other Balance Sheet Items - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Customer deposits | $ 10,330 | $ 8,404 |
Accrued payroll and related items | 3,641 | 2,927 |
Commissions payable | 2,202 | 2,244 |
Domain owners’ royalties payable | 1,568 | 1,901 |
Other | 6,850 | 6,837 |
Accrued expenses and other current liabilities | $ 24,591 | $ 22,313 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Aug. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Credit facilities disclosures | ||||
Principal amount of credit facility | $ 24,777,000 | $ 25,105,000 | ||
Debt, fair value | $ 31,489,000 | 25,105,000 | ||
Capital lease term | 24 months | |||
Amount financed under capital lease | $ 3,241,000 | |||
Principal payments on capital lease obligations | $ 0 | 101,000 | $ 241,000 | |
Tennenbaum Credit Facility Warrants | ||||
Credit facilities disclosures | ||||
Warrants exercise price | $ 15.05 | |||
Warrants stock price | 14.49 | |||
Warrants strike price | $ 15.05 | |||
Warrants volatility rate | 42.44% | |||
Risk free rate | 1.67% | |||
Warrants dividend yield percentage | 0.00% | |||
Warrants expected term | 5 years | |||
Warrant equity component | $ 4,400,000 | |||
Maximum | Tennenbaum Credit Facility Warrants | ||||
Credit facilities disclosures | ||||
Warrants to purchase common stock (in shares) | 997,710 | |||
Term Loan Credit Facility | Tennenbaum Credit Facility Warrants | ||||
Credit facilities disclosures | ||||
Credit facility fee | $ 3,200,000 | |||
Silicon Valley Bank | ||||
Credit facilities disclosures | ||||
Credit facility maturity date | 2017-08 | |||
Line of credit facility other borrowings | $ 0 | |||
Silicon Valley Bank | Revolving Credit Facility | ||||
Credit facilities disclosures | ||||
Credit facility borrowing capacity | $ 30,000,000 | |||
Unused borrowing capacity fee | 0.25% | |||
Credit facility fee | $ 600,000 | |||
Silicon Valley Bank | Revolving Credit Facility | Federal Funds Effective Swap Rate | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 0.50% | |||
Silicon Valley Bank | Revolving Credit Facility | Eurodollar | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 1.00% | |||
Silicon Valley Bank | Revolving Credit Facility | Eurodollar | Minimum | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 1.00% | |||
Silicon Valley Bank | Revolving Credit Facility | Eurodollar | Maximum | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 1.50% | |||
Silicon Valley Bank | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 2.00% | |||
Silicon Valley Bank | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 2.50% | |||
Silicon Valley Bank | Letter of Credit Subfacility | ||||
Credit facilities disclosures | ||||
Credit facility borrowing capacity | $ 15,000,000 | |||
Unused borrowing capacity fee | 2.00% | |||
Letters of credit issued | 11,000,000 | |||
Tennenbaum | ||||
Credit facilities disclosures | ||||
Principal amount of credit facility | $ 25,600,000 | 24,777,000 | $ 25,105,000 | |
Deferred finance cost | 2,300,000 | |||
Deferred financing discount | $ 900,000 | |||
Tennenbaum | Term Loan Credit Facility | ||||
Credit facilities disclosures | ||||
Credit facility maturity date | 2019-08 | |||
Term loan borrowing | $ 30,000,000 | |||
Beginning date for required repayments | Mar. 31, 2015 | |||
Quarterly principal payment | $ 375,000 | |||
Percentage of excess cash flow used for mandatory prepayments | 50.00% | 50.00% | ||
Tennenbaum | Term Loan Credit Facility | Prepaid in year one | ||||
Credit facilities disclosures | ||||
Prepayment of principal amount outstanding on term loan plus premium | 4.00% | |||
Tennenbaum | Term Loan Credit Facility | Prepaid in year two | ||||
Credit facilities disclosures | ||||
Prepayment of principal amount outstanding on term loan plus premium | 2.50% | |||
Tennenbaum | Term Loan Credit Facility | Prepaid in year three | ||||
Credit facilities disclosures | ||||
Prepayment of principal amount outstanding on term loan plus premium | 1.00% | |||
Tennenbaum | Term Loan Credit Facility | Prepaid after year three | ||||
Credit facilities disclosures | ||||
Prepayment of principal amount outstanding on term loan plus premium | 0.00% | |||
Tennenbaum | Term Loan Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Credit facilities disclosures | ||||
Annual interest rate on credit facility borrowings | 8.75% | |||
Tennenbaum | ||||
Credit facilities disclosures | ||||
Debt, fair value | $ 31,489,000 | $ 25,105,000 |
Debt - Schedule of Debt Outstan
Debt - Schedule of Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 |
Class Of Warrant Or Right [Line Items] | |||
Carrying value | $ 24,777 | $ 25,105 | |
Tennenbaum | |||
Class Of Warrant Or Right [Line Items] | |||
Principal | 28,500 | 30,000 | |
Unamortized note discount | (3,723) | (4,895) | |
Carrying value | $ 24,777 | $ 25,105 | $ 25,600 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Details) - Tennenbaum - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Warrant Or Right [Line Items] | ||
2,016 | $ 1,500 | |
2,017 | 1,500 | |
2,018 | 1,500 | |
2,019 | 24,000 | |
Total | $ 28,500 | $ 30,000 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class Of Warrant Or Right [Line Items] | |||
Total | $ 4,922 | $ 1,988 | |
Tennenbaum | |||
Class Of Warrant Or Right [Line Items] | |||
Contractual interest expense | 2,760 | 1,133 | $ 0 |
Amortization of issuance costs | 496 | 203 | |
Amortization of note discount | 1,171 | 481 | |
Total | $ 4,427 | $ 1,817 | |
Effective interest rate | 14.80% | 14.80% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2014 | |
Leases and Letters of Credit | ||||
Rent expense | $ 1,200,000 | $ 1,100,000 | $ 1,200,000 | |
Lease expiration date | Apr. 30, 2019 | |||
Donuts Agreement | ||||
Leases and Letters of Credit | ||||
Contract term | 5 years | |||
Silicon Valley Bank | Revolving Credit Facility | ||||
Leases and Letters of Credit | ||||
Credit facility borrowing capacity | $ 30,000,000 | |||
Silicon Valley Bank | Letter of Credit Subfacility | ||||
Leases and Letters of Credit | ||||
Credit facility borrowing capacity | $ 15,000,000 | |||
Letters of credit issued | $ 11,000,000 |
Commitments and Contingencies63
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 1,235 |
2,017 | 1,182 |
2,018 | 1,096 |
2,019 | 356 |
Total | $ 3,869 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ (10,469) | $ (11,413) | $ (8,386) | ||||||||
Foreign | (3,169) | 8,227 | (3,261) | ||||||||
Loss before income tax | $ (3,820) | $ (4,350) | $ (6,401) | $ 933 | $ 1,778 | $ 2,489 | $ (4,896) | $ (2,557) | $ (13,638) | $ (3,186) | $ (11,647) |
Income Taxes - Schedule of In65
Income Taxes - Schedule of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current expense: | |||
State | $ (69) | $ (22) | $ (6) |
Foreign | (47) | (9) | (10) |
Deferred benefit (expense): | |||
Federal | 2,696 | 1,454 | 1,136 |
State | (266) | (95) | (176) |
Total income tax benefit | $ 2,314 | $ 1,328 | $ 944 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 34.00% | ||
Valuation allowance | $ 2,378,000 | $ 1,843,000 | $ 646,000 |
Cumulative unrealized stock option tax attributes excluded from deferred tax assets | 800,000 | ||
Uncertain income tax positions | 0 | 0 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards | $ 42,100,000 | 31,900,000 | |
Federal | Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2,023 | ||
Federal | Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2,035 | ||
Irish | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards | $ 19,000,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards | $ 17,800,000 | $ 12,500,000 | |
State | Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2,028 | ||
State | Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2,035 |
Income Taxes - Schedule of the
Income Taxes - Schedule of the Reconciliation of the Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of effective income tax rate | |||
Expected income tax benefit at U.S. statutory rate | $ 4,637 | $ 1,083 | $ 3,960 |
Foreign rate differential | (586) | 3,988 | (469) |
State tax benefit, net of federal taxes | 222 | 163 | 160 |
Non-deductible stock-based compensation expense | (776) | (2,343) | (1,749) |
Meals and entertainment | (23) | (38) | (77) |
State rate changes | (443) | (240) | (280) |
Valuation allowance | (535) | (1,197) | (646) |
Non-deductible warrant amortization | (329) | (135) | |
Other | 147 | 47 | 45 |
Total income tax benefit | $ 2,314 | $ 1,328 | $ 944 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | |||
Accrued liabilities not currently deductible | $ 1,467 | $ 661 | |
Intangible assets - excess of financial statement amortization over tax basis | 5,131 | 4,956 | |
Indirect federal impact of deferred state taxes | 777 | 847 | |
Deferred revenue | 7,360 | 6,262 | |
Net operating losses | 17,935 | 13,764 | |
Stock-based compensation expense | 863 | 931 | |
Total deferred tax assets | 33,533 | 27,421 | |
Deferred tax liabilities: | |||
Deferred registration costs | (28,379) | (26,956) | |
Prepaid expenses | (1,627) | (1,580) | |
Goodwill not amortized for financial reporting | (13,893) | (12,078) | |
Intangible assets - excess of financial basis over tax basis | (829) | (897) | |
Property and equipment | (1,536) | (2,020) | |
Other | (368) | (450) | |
Total deferred tax liabilities | (46,632) | (43,981) | |
Valuation allowance | (2,378) | (1,843) | $ (646) |
Net deferred tax liabilities | $ (15,477) | $ (18,403) |
Income Taxes - Schedule of De69
Income Taxes - Schedule of Deferred Tax Asset Valuation Allowance Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Balance as of January 1, | $ 1,843 | $ 646 | |
Charged to income tax expense | 535 | 1,197 | $ 646 |
Balance as of December 31, | $ 2,378 | $ 1,843 | $ 646 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Aug. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized And Unrecognized Period Costs [Line Items] | ||||
Stock options received in spin-off conversion | 1 | |||
RSUs received in Spin-Off conversion | 1.71 | |||
Allocated share-based compensation expense | $ 6,296 | $ 5,836 | $ 9,463 | |
Restricted Stock Units (RSUs) | ||||
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized And Unrecognized Period Costs [Line Items] | ||||
Unrecognized stock based compensation, net of forfeitures | $ 12,400 | |||
Nonvested awards period of recognition | 2 years 8 months 12 days | |||
Demand Media | ||||
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized And Unrecognized Period Costs [Line Items] | ||||
Stock options given up in spin-off conversion | 5 | |||
RSUs Given Up in Spin-Off conversion | 5 | |||
Allocated share-based compensation expense | $ 0 | $ 800 | $ 5,500 | |
Equity Plan | ||||
Schedule Of Employee Service Share Based Compensation Allocation Of Recognized And Unrecognized Period Costs [Line Items] | ||||
Restricted stock units and options outstanding | 1,100,000 | |||
Common stock reserved for future grants | 500,000 | |||
Shared based compensation vesting period | 4 years |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Compensation Expense Related to All Employee and Non-employee Stock-based Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 6,296 | $ 5,836 | $ 9,463 |
Cost of revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 210 | 372 | 458 |
Sales and marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 870 | 1,178 | 1,598 |
Technology and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,345 | 1,049 | 1,377 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 3,871 | $ 3,237 | $ 6,030 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Additional Disclosures | |
Aggregate intrinsic value outstanding end of period | $ | $ 58 |
Stock Option | |
Shares | |
Outstanding beginning balance | shares | 319 |
Exercised | shares | (8) |
Cancelled | shares | (167) |
Outstanding ending balance | shares | 144 |
Exercisable | shares | 144 |
Weighted Average Exercise Price | |
Weighted average exercise price outstanding beginning balance | $ / shares | $ 15.47 |
Weighted average exercise price exercised | $ / shares | 5.36 |
Weighted average exercise price cancelled | $ / shares | 17.12 |
Weighted average exercise price outstanding ending balance | $ / shares | 14.19 |
Weighted average exercise price exercisable | $ / shares | $ 14.19 |
Additional Disclosures | |
Weighted average remaining contractual term outstanding | 3 years 2 months 16 days |
Weighted average remaining contractual term exercisable | 3 years 2 months 16 days |
Aggregate intrinsic value exercisable | $ | $ 58 |
Stock-based Compensation - Sc73
Stock-based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Shares | |
Outstanding beginning balance | shares | 1,173 |
Granted | shares | 1,249 |
Vested | shares | (610) |
Cancelled | shares | (220) |
Outstanding ending balance | shares | 1,592 |
Weighted Average Share Value | |
Weighted average share value outstanding beginning balance | $ / shares | $ 14.86 |
Weighted average share value granted | $ / shares | 7.90 |
Weighted average share value vested | $ / shares | 13.17 |
Weighted average share value cancelled | $ / shares | 16.08 |
Weighted average share value outstanding ending balance | $ / shares | $ 9.87 |
Stock-based Compensation - Sc74
Stock-based Compensation - Schedule of Additional Information Related to Stock-based Compensation Activity (Details) - Stock Option - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Intrinsic value of options exercised | $ 21 | $ 124 | $ 590 |
Intrinsic value of restricted stock units vested | $ 4,754 | $ 4,962 | $ 3,884 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | |||
Contribution plan expense | $ 0.6 | $ 0.7 | $ 0.6 |
Business Segments - Additional
Business Segments - Additional Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | 1 | ||
International | Customer Concentration Risk | Sales Revenue Net | |||
Segment Reporting Information [Line Items] | |||
Concentration percentage | 10.00% | 10.00% | 10.00% |
Business Segments - Schedule of
Business Segments - Schedule of Revenue Derived From Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | $ 55,665 | $ 54,119 | $ 52,171 | $ 50,531 | $ 51,733 | $ 48,774 | $ 46,689 | $ 44,552 | $ 212,486 | $ 191,748 | $ 185,192 |
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | (2,589) | (500) | |||||||||
Registrar services | Operating segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | 173,954 | 160,168 | 141,558 | ||||||||
Registry services | Operating segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | 8,438 | 1,917 | |||||||||
Aftermarket and other | Operating segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | $ 32,683 | $ 30,163 | $ 43,634 |
Business Segments - Schedule 78
Business Segments - Schedule of Revenue by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | $ 55,665 | $ 54,119 | $ 52,171 | $ 50,531 | $ 51,733 | $ 48,774 | $ 46,689 | $ 44,552 | $ 212,486 | $ 191,748 | $ 185,192 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | 154,920 | 136,326 | 127,650 | ||||||||
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Revenue | $ 57,566 | $ 55,422 | $ 57,542 |
Transactions with Related Par79
Transactions with Related Parties and Parent Company Investment - Schedule of Costs Incurred and Allocated by Demand Media (Details) - Demand Media - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Allocated expenses | $ 21,510 | $ 36,301 |
Cost of revenue | ||
Related Party Transaction [Line Items] | ||
Allocated expenses | 215 | 458 |
Sales and marketing | ||
Related Party Transaction [Line Items] | ||
Allocated expenses | 1,452 | 1,984 |
Technology and development | ||
Related Party Transaction [Line Items] | ||
Allocated expenses | 6,684 | 9,007 |
General and administrative | ||
Related Party Transaction [Line Items] | ||
Allocated expenses | 10,768 | 19,739 |
Depreciation and amortization | ||
Related Party Transaction [Line Items] | ||
Allocated expenses | $ 2,391 | $ 5,113 |
Transactions with Related Par80
Transactions with Related Parties and Parent Company Investment - Additional Information (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | ||
Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||||
Total stock-based compensation expense | $ 6,296 | $ 5,836 | $ 9,463 | |
Net increase (decrease) in parent company investment | $ (28,043) | 28,000 | 38,255 | |
Demand Media | ||||
Related Party Transaction [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 800 | $ 5,500 |
Fair Value of Financial Instr81
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note receivable, carrying value | $ 760 | $ 2,500 |
Debt, carrying value | 24,777 | 25,105 |
Note receivable, fair value | 760 | 2,500 |
Debt, fair value | 31,489 | 25,105 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Note receivable, fair value | 760 | 2,500 |
Debt, fair value | $ 31,489 | $ 25,105 |
Earnings (loss) Per Share - Sch
Earnings (loss) Per Share - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (4,123) | $ (3,404) | $ (5,673) | $ 1,876 | $ 1,456 | $ 4,097 | $ (3,490) | $ (3,921) | $ (11,324) | $ (1,858) | $ (10,703) |
Weighted average number of shares outstanding: | |||||||||||
Weighted average shares outstanding, basic | 18,867 | 18,452 | 18,413 | ||||||||
Weighted average shares outstanding, diluted | 18,867 | 18,452 | 18,413 | ||||||||
Net (loss) income per share attributable to common stockholders: | |||||||||||
Net loss per share attributable to common stockholders - Basic (in earnings per share) | $ (0.22) | $ (0.18) | $ (0.30) | $ 0.10 | $ 0.08 | $ 0.22 | $ (0.19) | $ (0.21) | $ (0.60) | $ (0.10) | $ (0.58) |
Net loss per share attributable to common stockholders - Diluted (in earnings per share) | $ (0.22) | $ (0.18) | $ (0.30) | $ 0.10 | $ 0.08 | $ 0.22 | $ (0.19) | $ (0.21) | $ (0.60) | $ (0.10) | $ (0.58) |
Earnings (loss) Per Share - Add
Earnings (loss) Per Share - Additional Information (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 01, 2014 | Jul. 31, 2014 | |
Earnings Loss Per Share [Line Items] | |||||
Common stock, shares issued | 19,099,000 | 18,661,000 | 18,400,000 | 1,000 | |
Shares outstanding | 19,099,000 | 18,661,000 | 18,400,000 | 1,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 48,100 | 32,600 | 0 | ||
Tennenbaum Credit Facility Warrants | |||||
Earnings Loss Per Share [Line Items] | |||||
Warrants exercise price | $ 15.05 | $ 15.05 | $ 15.05 |
Concentrations - Additional Inf
Concentrations - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015itemCustomer | |
Cash And Cash Equivalents And Marketable Securities | Credit concentration risk | U.S. financial institutions | |
Concentration Risk [Line Items] | |
Number of financial institutions where deposits are held | 1 |
Cash And Cash Equivalents And Marketable Securities | Credit concentration risk | Foreign Banks | |
Concentration Risk [Line Items] | |
Number of financial institutions where deposits are held | 2 |
Revenues | Customer risk | |
Concentration Risk [Line Items] | |
Number of partners | Customer | 3 |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentrations by Risk (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts receivable | Credit concentration risk | Advertising network partner A | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 19.00% | 14.00% | |
Accounts receivable | Credit concentration risk | Registry partner A | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 11.00% | 6.00% | |
Accounts receivable | Credit concentration risk | Registry Partner B | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 13.00% | 1.00% | |
Sales Revenue Net | Customer risk | Advertising network partner A | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 13.00% | 11.00% | 12.00% |
Sales Revenue Net | Customer risk | Registry partner A | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 55.00% | 58.00% | 55.00% |
Sales Revenue Net | Customer risk | Registrar—Wholesale partner | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 17.00% | 16.00% | 14.00% |
Selected Quarterly Financial 86
Selected Quarterly Financial Information (Unaudited) - Schedule of Quarterly and Full Year Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 55,665 | $ 54,119 | $ 52,171 | $ 50,531 | $ 51,733 | $ 48,774 | $ 46,689 | $ 44,552 | $ 212,486 | $ 191,748 | $ 185,192 |
Income (loss) before income taxes | (3,820) | (4,350) | (6,401) | 933 | 1,778 | 2,489 | (4,896) | (2,557) | (13,638) | (3,186) | (11,647) |
Net income (loss) | $ (4,123) | $ (3,404) | $ (5,673) | $ 1,876 | $ 1,456 | $ 4,097 | $ (3,490) | $ (3,921) | $ (11,324) | $ (1,858) | $ (10,703) |
Net income (loss) per share attributable to common stockholders: | |||||||||||
Basic | $ (0.22) | $ (0.18) | $ (0.30) | $ 0.10 | $ 0.08 | $ 0.22 | $ (0.19) | $ (0.21) | $ (0.60) | $ (0.10) | $ (0.58) |
Diluted | $ (0.22) | $ (0.18) | $ (0.30) | $ 0.10 | $ 0.08 | $ 0.22 | $ (0.19) | $ (0.21) | $ (0.60) | $ (0.10) | $ (0.58) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 | Jan. 11, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent events | |||||
Note receivable | $ 760,000 | $ 2,500,000 | |||
Namecheap | |||||
Subsequent events | |||||
Note receivable | $ 750,000 | ||||
Namecheap | Scenario Forecast | |||||
Subsequent events | |||||
Repayments of senior unsecured promissory note in installment | $ 250,000 | $ 250,000 | |||
Namecheap | Subsequent Event | |||||
Subsequent events | |||||
Proceeds from collection of loan receivable | $ 250,000 | ||||
Note receivable | $ 500,000 |
Uncategorized Items - name-2015
Label | Element | Value |
Adjustments Related To Tax Withholding For Share Based Compensation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | $ 305,000 |
Adjustments To Additional Paid In Capital Warrant Issued | us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued | 4,441,000 |
Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Value | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 2,380,000 |
Net Income Loss After Spin Off | name_NetIncomeLossAfterSpinOff | 7,134,000 |
Adjustments To Additional Paid In Capital Stock Options Exercised And Vesting Of Restricted Stock Units | name_AdjustmentsToAdditionalPaidInCapitalStockOptionsExercisedAndVestingOfRestrictedStockUnits | 51,000 |
Additional Paid In Capital [Member] | ||
Adjustments Related To Tax Withholding For Share Based Compensation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 305,000 |
Adjustments To Additional Paid In Capital Warrant Issued | us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued | 4,441,000 |
Adjustments To Additional Paid In Capital Sharebased Compensation Requisite Service Period Recognition Value | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 2,380,000 |
Adjustments To Additional Paid In Capital Stock Options Exercised And Vesting Of Restricted Stock Units | name_AdjustmentsToAdditionalPaidInCapitalStockOptionsExercisedAndVestingOfRestrictedStockUnits | $ 51,000 |
Common Stock [Member] | ||
Stock Option Exercises And Vesting Of Restricted Stock Units Shares | name_StockOptionExercisesAndVestingOfRestrictedStockUnitsShares | 248,000 |
Retained Earnings [Member] | ||
Net Income Loss After Spin Off | name_NetIncomeLossAfterSpinOff | $ 7,134,000 |