General (Policies) | 6 Months Ended |
Jun. 30, 2014 |
General | ' |
Principles of Consolidation and Combination | ' |
Principles of Consolidation and Combination |
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The consolidated and combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include the accounts of our subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation or combination. For the period prior to the Spin-Off, the carve-out financial statements have been prepared on a basis that management believes to be reasonable to reflect the financial position, results of operations and cash flows of the Company’s operations, including portions of DG’s corporate costs and administrative shared services. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
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These financial statements have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe the disclosures are adequate to make the information presented not misleading. The unaudited consolidated and combined financial statements reflect all adjustments, which are, in the opinion of management, of a normal and recurring nature and necessary for a fair presentation of our financial position as of the balance sheet dates, and the results of operations and cash flows for the periods presented. |
Seasonality | ' |
Seasonality |
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Our business is seasonal. Revenues tend to be the highest in the fourth quarter as a large portion of our revenues follow the advertising patterns of our customers. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the recoverability and useful lives of our long-lived assets, the adequacy of our allowance for doubtful accounts and credit memo reserves, contingent consideration and income taxes. We base our estimates on historical experience, future expectations and on other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
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See Note 5 for a discussion of the risk of a future impairment of our goodwill. |
Assets and Liabilities of DG's TV Business | ' |
Assets and Liabilities of DG’s TV Business |
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Pursuant to the Separation and Redemption Agreement, DG contributed to us substantially all of its television business current assets and certain other assets existing on February 7, 2014, and we agreed to assume substantially all of DG’s television business liabilities that existed on February 7, 2014 or were attributable to periods up to and including February 7, 2014. These net assets contributed were recorded at $75.7 million. The details of these assets and liabilities outstanding as of June 30, 2014 were as follows (in thousands): |
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Description | | June 30, 2014 | | | | | | | | | | |
(in thousands) | | | | | | | | | |
Current assets of television business: | | | | | | | | | | | | |
Income tax receivables | | $ | 3,936 | | | | | | | | | | |
Trade accounts receivable | | 708 | | | | | | | | | | |
Springbox revenue sharing | | 180 | | | | | | | | | | |
Prepaid expenses | | 166 | | | | | | | | | | |
Total | | $ | 4,990 | | | | | | | | | | |
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Non-current assets of television business: | | | | | | | | | | | | |
Springbox revenue sharing | | $ | 160 | | | | | | | | | | |
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Current liabilities of television business: | | | | | | | | | | | | |
Trade accounts payable | | $ | 624 | | | | | | | | | | |
Accrued liabilities | | 500 | | | | | | | | | | |
Total | | $ | 1,124 | | | | | | | | | | |
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Non-current liabilities of television business: | | | | | | | | | | | | |
Uncertain tax positions | | $ | 260 | | | | | | | | | | |
Derivative Instruments | ' |
Derivative Instruments |
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We enter into foreign currency forward contracts and options to hedge a portion of the exposure to the variability in expected future cash flows resulting from changes in related foreign currency exchange rates between the New Israeli Shekel (“NIS”) and the U.S. Dollar. These transactions are designated as cash flow hedges, as defined by Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging.” |
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ASC Topic 815 requires that we recognize derivative instruments as either assets or liabilities in our balance sheet at fair value. These contracts are Level 2 fair value measurements in accordance with ASC Topic 820, “Fair Value Measurements and Disclosures.” For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss), net of taxes, and reclassified into earnings (various operating expenses) in the same period or periods during which the hedged transaction affects earnings. |
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Our cash flow hedging strategy is to hedge against the risk of overall changes in cash flows resulting from certain forecasted foreign currency rent and salary payments during the next twelve months. We hedge portions of our forecasted expenses denominated in the NIS with foreign currency forward contracts and options. At June 30, 2014, we had $2.1 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value asset balance of $0.0 million ($0.0 million asset, net of a $0.0 million liability). The net asset is included in “other current assets” and is expected to be recognized in our results of operations in the next twelve months. As a result of our hedging activities, we incurred the following gains in our results of operations (in thousands): |
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| | Three Months Ended | | Six Months Ended | |
June 30, | June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 | |
Hedging gain recognized in operations | | $ | 29 | | $ | 282 | | $ | 115 | | $ | 481 | |
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At December 31, 2013, we had $5.2 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value asset balance of $0.1 million ($0.1 million asset, net of a $0.0 million liability). The vast majority of any gain or loss from hedging activities is included in our various operating expenses. It is our policy to offset fair value amounts recognized for derivative instruments executed with the same counterparty. In connection with our foreign currency forward contracts and options and other banking arrangements, we have agreed to maintain $1.7 million of cash in bank accounts with our counterparty, which we classify as restricted cash on our balance sheet. |
Accumulated Other Comprehensive Income (Loss) | ' |
Accumulated Other Comprehensive Income (Loss) |
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Components of accumulated other comprehensive income (loss) (“AOCI” or “AOCL”), net of tax, for the three and six months ended June 30, 2014 and 2013 were as follows (in thousands): |
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| | Three Months Ended June 30, 2014 | |
| | Foreign | | Unrealized | | Unrealized | | Accumulated | |
Currency | Gain on | Gain (Loss) | Other |
Translation | Foreign | on Available | Comprehensive |
| Currency | for Sale | Income (Loss) |
| Derivatives | Securities | |
Balance at March 31, 2014 | | $ | (1,101 | ) | $ | 39 | | $ | 1,030 | | $ | (32 | ) |
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Other comprehensive income (loss) before reclassifications | | 375 | | 10 | | 770 | | 1,155 | |
Amounts reclassified out of AOCL | | — | | (25 | ) | — | | (25 | ) |
Net current period activity | | 375 | | (15 | ) | 770 | | 1,130 | |
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Balance at June 30, 2014 | | $ | (726 | ) | $ | 24 | | $ | 1,800 | | $ | 1,098 | |
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| | Six Months Ended June 30, 2014 | |
| | Foreign | | Unrealized | | Unrealized | | Accumulated | |
Currency | Gain on | Gain (Loss) | Other |
Translation | Foreign | on Available | Comprehensive |
| Currency | for Sale | Income (Loss) |
| Derivatives | Securities | |
Balance at December 31, 2013 | | $ | (1,198 | ) | $ | 116 | | $ | 1,764 | | $ | 682 | |
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Other comprehensive income (loss) before reclassifications | | 472 | | 8 | | 36 | | 516 | |
Amounts reclassified out of AOCI | | — | | (100 | ) | — | | (100 | ) |
Net current period activity | | 472 | | (92 | ) | 36 | | 416 | |
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Balance at June 30, 2014 | | $ | (726 | ) | $ | 24 | | $ | 1,800 | | $ | 1,098 | |
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| | Three Months Ended June 30, 2013 | |
| | Foreign | | Unrealized | | Unrealized | | Accumulated | |
Currency | Gain on | Gain (Loss) | Other |
Translation | Foreign | on Available | Comprehensive |
| Currency | for Sale | Income (Loss) |
| Derivatives | Securities | |
Balance at March 31, 2013 | | $ | (1,325 | ) | $ | 326 | | $ | 82 | | $ | (917 | ) |
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Other comprehensive income (loss) before reclassifications | | (669 | ) | 418 | | (126 | ) | (377 | ) |
Amounts reclassified out of AOCL | | — | | (254 | ) | — | | (254 | ) |
Net current period activity | | (669 | ) | 164 | | (126 | ) | (631 | ) |
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Balance at June 30, 2013 | | $ | (1,994 | ) | $ | 490 | | $ | (44 | ) | $ | (1,548 | ) |
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| | Six Months Ended June 30, 2013 | |
| | Foreign | | Unrealized | | Unrealized | | Accumulated | |
Currency | Gain on | Gain (Loss) | Other |
Translation | Foreign | on Available | Comprehensive |
| Currency | for Sale | Income (Loss) |
| Derivatives | Securities | |
Balance at December 31, 2012 | | $ | (887 | ) | $ | 373 | | $ | (4 | ) | $ | (518 | ) |
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Other comprehensive income (loss) before reclassifications | | (1,107 | ) | 512 | | (40 | ) | (635 | ) |
Amounts reclassified out of AOCL | | — | | (395 | ) | — | | (395 | ) |
Net current period activity | | (1,107 | ) | 117 | | (40 | ) | (1,030 | ) |
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Balance at June 30, 2013 | | $ | (1,994 | ) | $ | 490 | | $ | (44 | ) | $ | (1,548 | ) |
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The following tables summarize the reclassifications from AOCL to the consolidated and combined statements of operations for the three and six months ended June 30, 2014 and 2013 (in thousands): |
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| | Amounts Reclassified out of AOCL | | | | | | | |
| | Three Months | | Three Months | | Affected Line Items in the Consolidated and Combined | | | | | |
Ended June 30, | Ended June 30, | Statements of Operations | | | | |
2014 | 2013 | | | | | |
Gains (losses) on cash flow hedges: | | | | | | | | | | | |
Foreign currency derivatives | | $ | 4 | | $ | 33 | | Cost of revenues | | | | | |
Foreign currency derivatives | | 2 | | 18 | | Sales and marketing | | | | | |
Foreign currency derivatives | | 19 | | 187 | | Research and development | | | | | |
Foreign currency derivatives | | 5 | | 53 | | General and administrative | | | | | |
Foreign currency derivatives | | (1 | ) | (9 | ) | Other (income) and expense, net | | | | | |
Total before taxes | | 29 | | 282 | | | | | | | |
Tax amounts | | (4 | ) | (28 | ) | | | | | | |
Income after tax | | $ | 25 | | $ | 254 | | | | | | | |
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| | Amounts Reclassified out of AOCL | | | | | | | |
| | Six Months | | Six Months | | Affected Line Items in the Consolidated and Combined | | | | | |
Ended June 30, | Ended June 30, | Statements of Operations | | | | |
2014 | 2013 | | | | | |
Gains (losses) on cash flow hedges: | | | | | | | | | | | |
Foreign currency derivatives | | $ | 11 | | $ | 55 | | Cost of revenues | | | | | |
Foreign currency derivatives | | 5 | | 32 | | Sales and marketing | | | | | |
Foreign currency derivatives | | 54 | | 315 | | Research and development | | | | | |
Foreign currency derivatives | | 15 | | 89 | | General and administrative | | | | | |
Foreign currency derivatives | | 30 | | (10 | ) | Other (income) and expense, net | | | | | |
Total before taxes | | 115 | | 481 | | | | | | | |
Tax amounts | | (15 | ) | (86 | ) | | | | | | |
Income after tax | | $ | 100 | | $ | 395 | | | | | | | |
Merger, Integration and Other Expenses | ' |
Merger, Integration and Other Expenses |
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Merger, integration and other expenses reflect the expenses incurred in (i) DG’s Merger with Extreme Reach and our Spin-Off from DG, (ii) acquiring or disposing of a business, (iii) integrating an acquired operation (e.g., severance pay, office closure costs) into the Company and certain other expenses. A summary of our merger, integration and other expenses are as follows (in thousands): |
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| | Three Months Ended June 30, | | Six Months Ended June 30, | |
Description | | 2014 | | 2013 | | 2014 | | 2013 | |
Severance | | $ | 648 | | $ | 106 | | $ | 891 | | $ | 190 | |
Merger and Spin-Off (1) | | 158 | | — | | 4,860 | | — | |
Strategic alternatives | | — | | 312 | | — | | 614 | |
MediaMind preacquisition liability | | — | | — | | — | | 720 | |
Proxy contest | | — | | — | | — | | 165 | |
Integration costs | | 538 | | 213 | | 538 | | 419 | |
Total | | $ | 1,344 | | $ | 631 | | $ | 6,289 | | $ | 2,108 | |
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(1) See discussion of Merger and Spin-Off under “Separation from Digital Generation, Inc.” in Note 1. |
Recently Issued and Adopted Accounting Guidance | ' |
Recently Issued Accounting Guidance |
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In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 modifies revenue recognition guidance for U.S. GAAP. Previous revenue recognition guidance in U.S. GAAP comprised broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, International Accounting Standards Board (“IASB”) provided limited guidance on revenue recognition. Accordingly, the FASB and IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: |
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Step 1: Identify the contract(s) with a customer. |
Step 2: Identify the performance obligations in the contract. |
Step 3: Determine the transaction price. |
Step 4: Allocate the transaction price to the performance obligations in the contract. |
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. |
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For Sizmek, the amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. An entity shall adopt the amendments in ASU 2014-09 by either (i) retrospectively adjusting each prior reporting period presented or (ii) retrospectively adjusting for the cumulative effect of initially applying ASU 2014-09 at the date of initial adoption. We have not as yet determined (i) the extent to which we expect ASU 2014-09 will impact our reported revenues or (ii) the manner in which it will be adopted. |
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Recently Adopted Accounting Guidance |
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Effective January 1, 2014, we adopted ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” on a prospective basis. ASU 2013-11 amends the accounting guidance related to the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. The adoption of ASU 2013-11 did not have a material impact on our financial statements. |