Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 11, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Sizmek Inc. | |
Entity Central Index Key | 1,591,877 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,550,310 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 66,932 | $ 90,672 |
Accounts receivable (less allowances of $773 and $813 as of June 30, 2015 and December 31, 2014, respectively) | 48,471 | 51,125 |
Deferred income taxes | 588 | 636 |
Restricted cash | 1,578 | 1,538 |
Other current assets | 7,468 | 5,254 |
Current assets of TV business | 1,270 | 2,470 |
Total current assets | 126,307 | 151,695 |
Property and equipment, net | 39,071 | 34,036 |
Goodwill | 51,288 | 40,154 |
Intangible assets, net | 68,894 | 71,306 |
Deferred income taxes | 354 | 387 |
Restricted cash | 4,590 | 3,941 |
Other non-current assets | 3,074 | 3,393 |
Total assets | 293,578 | 304,912 |
CURRENT LIABILITIES: | ||
Accounts payable | 3,813 | 3,976 |
Accrued liabilities | 26,101 | 19,171 |
Current liabilities of TV business | 206 | 395 |
Total current liabilities | 30,120 | 23,542 |
Deferred income taxes | 7,645 | 8,242 |
Other non-current liabilities | 7,797 | 6,433 |
Non-current liabilities of TV business | 273 | 260 |
Total liabilities | $ 45,835 | $ 38,477 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value-Authorized 15,000 shares; issued and outstanding-none | ||
Common stock, $0.001 par value-Authorized 200,000 shares; 30,496 issued and 29,550 outstanding at June 30, 2015; 30,399 issued and 30,071 outstanding at December 31, 2014 | $ 30 | $ 30 |
Treasury stock, at cost (946 shares and 328 shares at June 30, 2015 and December 31, 2014, respectively) | (6,500) | (2,000) |
Additional capital | 372,995 | 371,261 |
Accumulated deficit | (117,183) | (101,341) |
Accumulated other comprehensive loss | (1,599) | (1,515) |
Total stockholders' equity | 247,743 | 266,435 |
Total liabilities and stockholders' equity | $ 293,578 | $ 304,912 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Accounts receivable, allowances | $ 773 | $ 813 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, Authorized shares | 15,000 | 15,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized shares | 200,000 | 200,000 |
Common stock, issued shares | 30,496 | 30,399 |
Common stock, outstanding shares | 29,550 | 30,071 |
Treasury stock, shares | 946 | 328 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Platform related | $ 35,645 | $ 39,440 | $ 68,537 | $ 74,266 |
Programmatic managed services | 4,571 | 4,561 | 8,438 | 8,114 |
Total | 40,216 | 44,001 | 76,975 | 82,380 |
Cost of revenues (excluding depreciation and amortization): | ||||
Platform related | 11,175 | 12,126 | 22,010 | 24,031 |
Programmatic managed services | 3,317 | 3,142 | 6,142 | 5,723 |
Total | 14,492 | 15,268 | 28,152 | 29,754 |
Selling and marketing | 15,433 | 14,514 | 29,636 | 30,102 |
Research and development | 3,674 | 3,193 | 6,577 | 6,741 |
General and administrative | 4,739 | 5,083 | 9,293 | 13,188 |
Merger, integration and other | 1,170 | 1,344 | 2,004 | 6,289 |
Depreciation and amortization | 7,771 | 6,449 | 15,210 | 12,977 |
Loss from operations | (7,063) | (1,850) | (13,897) | (16,671) |
Other expense, net | 366 | 205 | 1,345 | 208 |
Loss before income taxes | (7,429) | (2,055) | (15,242) | (16,879) |
Provision (benefit) for income taxes | 468 | (413) | 600 | (819) |
Net loss | $ (7,897) | $ (1,642) | $ (15,842) | $ (16,060) |
Basic and diluted loss per common share | $ (0.27) | $ (0.05) | $ (0.53) | $ (0.53) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 29,549 | 30,399 | 29,666 | 30,399 |
CONSOLIDATED AND COMBINED STAT5
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||||
Net loss | $ (7,897) | $ (1,642) | $ (15,842) | $ (16,060) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on derivatives, net of tax | 469 | (15) | 374 | (92) |
Unrealized gain (loss) on available for sale securities, net of tax | (6) | 770 | (234) | 36 |
Foreign currency translation adjustment | 580 | 375 | (224) | 472 |
Total other comprehensive income (loss) | 1,043 | 1,130 | (84) | 416 |
Total comprehensive loss | $ (6,854) | $ (512) | $ (15,926) | $ (15,644) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2014 | $ 266,435 | $ 30 | $ (2,000) | $ 371,261 | $ (101,341) | $ (1,515) |
Balance, shares at Dec. 31, 2014 | 30,399 | 30,399 | (328) | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (15,842) | $ (15,842) | ||||
Share-based compensation | 1,903 | $ 1,903 | ||||
Common stock issued pursuant to RSU agreements, net of shares tendered to satisfy required tax withholding | (169) | $ (169) | ||||
Common stock issued pursuant to RSU agreements, net of shares tendered to satisfy required tax withholding, shares | 97 | |||||
Purchase of treasury stock | (4,500) | $ (4,500) | ||||
Purchase of treasury stock, shares | (618) | |||||
Other comprehensive loss | (84) | $ (84) | ||||
Balance at Jun. 30, 2015 | $ 247,743 | $ 30 | $ (6,500) | $ 372,995 | $ (117,183) | $ (1,599) |
Balance, shares at Jun. 30, 2015 | 30,496 | 30,496 | (946) |
CONSOLIDATED AND COMBINED STAT7
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (15,842) | $ (16,060) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation of property and equipment | 7,335 | 4,959 |
Amortization of intangibles | 7,875 | 8,018 |
Share-based compensation | 1,903 | 7,533 |
Deferred income taxes | (590) | (702) |
Benefit for accounts receivable recoveries | (40) | $ (157) |
Gain from recovery of TV business net assets | (50) | |
Other | (2) | $ (349) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,252 | 1,814 |
Other assets | (1,574) | (1,568) |
Accounts payable and other liabilities | (5,598) | (1,322) |
Net cash (used in) provided by operating activities | (331) | 2,166 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,131) | (2,310) |
Capitalized costs of developing software | (8,370) | $ (5,639) |
Acquisition, net of cash acquired | (7,541) | |
Purchase of long term investment | $ (975) | |
Other | (433) | (776) |
Net cash used in investing activities | (19,475) | $ (9,700) |
Cash flows from financing activities: | ||
Purchases of treasury stock | (4,500) | |
Payments of TV business liabilities | (126) | $ (9,346) |
Proceeds from TV business assets | 1,200 | $ 43,013 |
Payment of tax withholding obligation for shares tendered | $ (169) | |
Net contributions from Parent | $ 44,833 | |
Net cash (used in) provided by financing activities | $ (3,595) | 78,500 |
Effect of exchange rate changes on cash and cash equivalents | (339) | 32 |
Net (decrease) increase in cash and cash equivalents | (23,740) | 70,998 |
Cash and cash equivalents at beginning of year | 90,672 | 22,648 |
Cash and cash equivalents at end of period | 66,932 | 93,646 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 445 | $ 1,396 |
Cash received for interest | (47) | |
Extended payment obligations incurred to purchase software | $ 960 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The Company Sizmek Inc. ("Sizmek," the "Company," "we," "us," and "our"), a Delaware corporation formed in 2013, operates a leading independent global online ad campaign management and distribution platform as measured by the number of advertising impressions served and the number of countries in which we serve customers. Our revenues are principally derived from services related to online advertising. We help advertisers, agencies and publishers engage with consumers across multiple online media channels (mobile, display, rich media, video and social) while delivering efficient, impactful and measurable ad campaigns. We connect approximately 17,000 advertisers and 3,500 agencies to audiences in about 60 countries, serving more than 1.4 trillion impressions a year. Separation from Digital Generation, Inc. Prior to February 7, 2014, we operated as the online segment of Digital Generation, Inc. ("DG"), a leading global television and online advertising management and distribution business. On February 7, 2014, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 12, 2013 (the "Merger Agreement"), by and among Extreme Reach, Inc. ("Extreme Reach"), Dawn Blackhawk Acquisition Corp., a wholly-owned subsidiary of Extreme Reach ("Acquisition Sub"), and DG, all of our issued and outstanding shares of common stock, par value $0.001 per share ("Sizmek Common Stock") were distributed by DG pro rata to its stockholders (the "Spin-Off") with the DG stockholders receiving one share of Sizmek Common Stock for each share of DG common stock ("DG Common Stock") they held. Immediately after the distribution of the Sizmek Common Stock, pursuant to the Merger Agreement, Acquisition Sub merged with and into DG with DG as the surviving corporation (the "Merger") and each of the outstanding shares of DG Common Stock was converted into the right to receive $3.00 per share, and DG became a wholly-owned subsidiary of Extreme Reach. Prior to the Spin-Off, pursuant to the Separation and Redemption Agreement and related documents, DG contributed to us all of the business and operations of its online advertising segment, all of DG's cash, most of the working capital from its television segment, and certain other corporate assets; and we agreed to indemnify DG and affiliates of DG (including Extreme Reach) for all pre-closing liabilities of DG, including stockholder litigation, tax obligations, and employee liabilities. Sizmek now operates as a separate, stand-alone publicly-traded company in the online advertising services business segment. Carve-out Financial Statements Prior to Spin-Off Prior to our Spin-Off from DG on February 7, 2014, our combined financial statements were derived from the consolidated financial statements and accounting records of DG. These statements reflected the combined historical results of operations, financial position and cash flows of DG's online business primarily conducted through MediaMind Technologies Inc., EyeWonder, LLC, Peer39, Inc., and Unicast EMEA, Ltd., and an allocable portion of DG's corporate costs. For the period prior to the Spin-Off, our financial statements are presented as if such businesses had been combined for all periods presented. All intercompany transactions have been eliminated. All intercompany transactions between us and DG have been included in these combined financial statements and are considered to be effectively settled for cash in the combined financial statements at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statements of cash flows as a financing activity. For the period prior to our Spin-Off on February 7, 2014, the combined financial statements include expense allocations for (1) certain corporate functions historically provided by DG, including, but not limited to, finance, audit, legal, information technology, human resources, communications, compliance, and shared services; (2) employee benefits and incentives; and (3) share-based compensation. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of combined revenues, headcount or other measures of the Company and DG. We consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the period presented. The allocations may not, however, reflect the expense we would have incurred as an independent, publicly-traded company for the period presented. We benefited from sharing the corporate cost structure of DG rather than incurring such costs ourselves on a stand-alone basis. The majority of the pre Spin-Off expense allocations were charged to general and administrative expense. For the periods subsequent to the Spin-Off, general and administrative expense as a percentage of revenues (excluding the accelerated recognition of share-based payment awards in connection with the Spin-Off in February 2014) has been comparable to the corresponding period of the prior year. Accordingly, while we benefited from sharing DG's cost structure prior to the Spin-Off, since the Spin-Off we have been able to control our corporate overhead expenses to a level reasonably consistent with the pre Spin-Off periods. |
General
General | 6 Months Ended |
Jun. 30, 2015 | |
General [Abstract] | |
General | 2. General Principles of Consolidation and Combination 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 wholly-owned, and majority-owned and controlled 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 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, 2014. 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 Our business is seasonal. Revenues tend to be the highest in the fourth quarter as a large portion of our revenues follow the advertising spend or budgets of our customers which tend to be at their highest during the holiday season. Use of Estimates 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. Effective November 1, 2014, we shortened the estimated remaining useful life of our Sizmek MDX platform assets from an average of 46 months to 20 months in anticipation of our new platform, which is currently in development. We anticipate the new platform will be operational by the end of 2015 and we expect to retire our existing platform by mid-2016. For the first six months of 2015, this change increased our net loss and loss per share by $1.6 million and $0.05, respectively. Risk of Goodwill Impairment See Note 5 for a discussion of the risk of a future impairment of our goodwill. Assets and Liabilities of DG's TV Business 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 $78.5 million. The details of these assets and liabilities outstanding as of June 30, 2015 and December 31, 2014 were as follows (in thousands): Description June 30, 2015 December 31, 2014 Current assets of television business: Income tax receivables $ 1,110 $ 1,943 Trade accounts receivable 367 Springbox revenue sharing 160 160 Total $ 1,270 $ 2,470 Current liabilities of television business: Trade accounts payable $ 206 $ 165 Accrued liabilities 230 Total $ 206 $ 395 Non-current liabilities of television business: Uncertain tax positions $ 273 $ 260 Derivative Instruments 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 were designated as cash flow hedges, as defined by Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging Fair Value Measurements and Disclosures 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 a single counterparty using foreign currency forward contracts and options. At June 30, 2015, we had $12.6 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value asset balance of $0.3 million ($0.4 million asset, net of a $0.1 million liability). At December 31, 2014, we had $14.3 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value liability balance of $0.1 million ($0.2 million liability, net of a $0.1 million asset). The net asset at June 30, 2015 is included in "other current assets" and is expected to be recognized in our results of operations in the next twelve months. The net liability at December 31, 2014 was included in accrued liabilities. The vast majority of any gain or loss from hedging activities is included in our various operating expenses. As a result of our hedging activities, we incurred the following gains and losses in our results of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Hedging gain (loss) recognized in operations $ 24 $ 29 $ (47 ) $ 115 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 $1.6 million of cash in bank accounts with our counterparty, which we classify as restricted cash on our balance sheet. Accumulated Other Comprehensive Income (Loss) Components of accumulated other comprehensive income (loss) (AOCI or AOCL), net of tax, for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands): Three Months Ended June 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2015 $ (3,476 ) $ (193 ) $ 1,027 $ (2,642 ) Other comprehensive income (loss) before reclassifications 580 491 (6 ) 1,065 Amounts reclassified out of AOCL (22 ) (22 ) Net current period activity 580 469 (6 ) 1,043 Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Six Months Ended June 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ (2,672 ) $ (98 ) $ 1,255 $ (1,515 ) Other comprehensive income (loss) before reclassifications (224 ) 332 (234 ) (126 ) Amounts reclassified out of AOCL 42 42 Net current period activity (224 ) 374 (234 ) (84 ) Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Three Months Ended June 30, 2014 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Other Comprehensive Income (Loss) Balance at March 31, 2014 $ (1,101 ) $ 39 $ 1,030 $ (32 ) 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 Balance at June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 Six Months Ended June 30, 2014 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Other Comprehensive Income (Loss) Balance at December 31, 2013 $ (1,198 ) $ 116 $ 1,764 $ 682 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 Balance at June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 The following table summarizes the reclassifications from AOCI or AOCL to the consolidated and combined statements of operations for the three and six months ended June 30, 2015 and 2014 (in thousands): Amounts Reclassified out of AOCI or AOCL Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 Affected Line Items in the Consolidated and Combined Statements of Operations Gains (losses) on cash flow hedges: Foreign currency derivatives $ 3 $ 4 Cost of revenues Foreign currency derivatives 1 2 Selling and marketing Foreign currency derivatives 14 19 Research and development Foreign currency derivatives 3 5 General and administrative Foreign currency derivatives 3 (1 ) Other, net Total before taxes 24 29 Tax amounts (2 ) (4 ) Income after tax $ 22 $ 25 Amounts Reclassified out of AOCI or AOCL Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Affected Line Items in the Consolidated and Combined Statements of Operations Gains (losses) on cash flow hedges: Foreign currency derivatives $ (5 ) $ 11 Cost of revenues Foreign currency derivatives (2 ) 5 Selling and marketing Foreign currency derivatives (34 ) 54 Research and development Foreign currency derivatives (8 ) 15 General and administrative Foreign currency derivatives 2 30 Other, net Total before taxes (47 ) 115 Tax amounts 5 (15 ) Income (loss) after tax $ (42 ) $ 100 Merger, Integration and Other Expenses 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., office closure costs) into the Company and (iv) certain other items of income or expense not deemed to be part of our core operations. A summary of our merger, integration and other expenses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Description 2015 2014 2015 2014 Merger and Spin-Off (1) $ $ 581 $ $ 4,738 Severance 142 357 466 558 Integration and restructuring costs 565 374 1,070 955 Acquisition, legal and due diligence fees 611 32 730 38 Recovery of TV business net assets (2) (148 ) (262 ) Total $ 1,170 $ 1,344 $ 2,004 $ 6,289 (1) - See discussion of Merger and Spin-Off under Separation from Digital Generation, Inc (2) - Represents a reduction in expense due to realizing more TV business net assets than originally estimated at the time of the Spin-Off. Israel Operations The majority of our research and development activities and a large portion of our accounting functions are performed in Herzliya, Israel. In total, about 26% of our workforce is located in Israel. As a result, we are subject to risks associated with operating in the Middle East. Recently Issued Accounting Guidance 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 GAAP. Previous revenue recognition guidance in 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 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: 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. For Sizmek, the amendments in ASU 2014-09 are presently effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and 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. In July 2015, the FASB affirmed its proposal to defer the effective date of the guidance in ASU 2014-09 for all entities by one year. As a result, if the proposal is formally adopted by the issuance of a new ASU, the new revenue standard (currently discussed in ASU 2014-09) would be effective for Sizmek for annual reporting periods beginning after December 15, 2017. The FASB also affirmed its proposal to permit all entities to early adopt the guidance in the new revenue standard, but not before annual periods beginning after December 15, 2016. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements ASC 820, Fair Value Measurement, ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1Quoted prices in active markets for identical assets or liabilities. Level 2Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. We have classified our assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. The tables below set forth by level, assets and liabilities that were accounted for at fair value as of June 30, 2015 and December 31, 2014. The carrying values of our accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these financial instruments. The tables do not include cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands). Fair Value Measurements at June 30, 2015 Balance Sheet Location Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements Assets: Money market funds (a) $ 28,964 $ $ $ 28,964 Currency forward derivatives / options (b) 319 319 Revenue sharing arrangement (c) 160 160 Marketable equity securities (d) 1,362 1,362 Total $ 30,326 $ 319 $ 160 $ 30,805 Fair Value Measurements at December 31, 2014 Balance Sheet Location Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements Assets: Money market funds (a) $ 35,953 $ $ $ 35,953 Revenue sharing arrangement (c) 160 160 Marketable equity securities (d) 1,596 1,596 Total $ 37,549 $ $ 160 $ 37,709 Liabilities: Currency forward derivatives / options (e) $ $ 113 $ $ 113 (a) Included in cash and cash equivalents. (b) Included in other current assets. (c) Included in current assets of TV business. (d) Included in other non-current assets. (e) Included in accrued liabilities. The fair value of our money market funds was determined based upon quoted market prices. The currency forward derivatives/options are derivative instruments whose value is based upon quoted market prices from various market participants. We have a zero cost basis in these derivative instruments. Our marketable equity securities relate to a single issuer and have a cost basis of $0.3 million. In connection with our Spin-Off from DG, DG contributed a revenue sharing asset to us that resulted from DG's sale of its Springbox unit. We are entitled to a percentage of the revenues collected by the business for three years after the closing date (June 1, 2012). Revenue sharing payments are generally made once a year. We have estimated the future revenues of Springbox based on the historical revenues and certain other factors, discounted to their present value. The following table provides a reconciliation of changes in the fair values of our Level 3 assets (in thousands): Revenue Sharing Arrangement Six Months Ended June 30, 2015 Balance at beginning of year $ 160 Additions Balance at end of period $ 160 In connection with an acquisition of a business, we sometimes include a contingent consideration component of the purchase price based on (i) future revenues or (ii) future revenues and operating results (e.g., adjusted EBITDA), that require minimum thresholds be met before any earnout payment becomes due. Accordingly, there can be significant volatility in the earnout liability. Each reporting period, we review our estimates of the performance indicators (e.g., revenue, adjusted EBITDA) and the corresponding earnout levels achieved, discounted to their present values. The change in fair value is recorded in cost of revenues in the accompanying statements of operations. In connection with our acquisition of Republic Project, we agreed to make additional payments to the sellers if Republic's 2014 or 2015 revenues and adjusted EBITDA exceeded certain levels. As of June 30, 2015, we do not expect to make any payments with respect to the Republic Project contingent consideration arrangement. Abakus Convertible Notes In May 2014, we purchased $1.0 million of Abakus convertible promissory notes ("Convertible Notes") for $1.0 million. The Convertible Notes are due 90 days after written notice after the earlier of (i) May 30, 2016 or (ii) an occurrence of an Event of Default (as defined in the Convertible Notes). Abakus is a small private company that has developed a digital attribution software solution. The Convertible Notes bear interest at 5% per annum payable at maturity. The Convertible Notes are convertible into Abakus Series A Preferred Stock ("Series A Preferred") as follows: a) Automatic conversion if Abakus sells $2.0 million of Series A Preferred ("Qualified Financing"), whereupon the Convertible Notes shall be converted, at Sizmek's option, at either (i) 75% of the share price in the Qualified Financing, or (ii) the quotient of $7.0 million divided by the number of shares outstanding upon exercise of all dilutive securities, or b) Optional conversion at Sizmek's election if Abakus completes an Equity Financing (as defined in the Convertible Notes) that is not a Qualified Financing, whereupon the Convertible Notes shall be converted at 75% of the share price in the Equity Financing. In addition, upon a Change in Control, as defined in the Convertible Notes, the Convertible Notes shall be paid off at the greater of (i) the outstanding balance, or (ii) the amount the holder would have received upon conversion of the Convertible Notes. The Convertible Notes are considered held-to-maturity securities and are carried at amortized cost. The fair value of the Convertible Notes is not readily determinable. We are not aware of a market for the Convertible Notes. The Convertible Notes are included in other non-current assets. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | 4. Acquisitions StrikeAd On May 28, 2015, we acquired substantially all the assets and operations, and assumed certain liabilities, of privately-held StrikeAd, Inc. and its affiliates (collectively, StrikeAd) for $10.3 million. The purchase price includes $7.7 million in cash paid at closing and deferred payment obligations totaling $2.6 million. StrikeAd operates a mobile demand side platform (DSP) based in the United Kingdom. We intend to combine the StrikeAd assets with our existing programmatic assets to build an end-to-end DSP for use by our customers. The objective of the transaction was to accelerate the development of our mobile technology in order to better serve the advertising community. We expect to realize operating synergies from this transaction. StrikeAd has been included in our results of operations since the date of closing. The $10.3 million purchase price was preliminarily allocated to the assets acquired and liabilities assumed based upon their estimated fair values. For estimation purposes, we preliminarily allocated $4.3 million to developed technology, $1.1 million to customer relationships and $11.1 million to goodwill. The developed technology and customer relationships acquired in the transaction are presently being amortized on a straight-line basis over 3.2 years and 5.7 years, respectively. The weighted average amortization period is 3.7 years. The goodwill and other intangible assets created in the acquisition are deductible for tax purposes. The acquired assets include $3.7 million of gross receivables, which we recognized at their estimated fair value of $3.5 million. For 2014, StrikeAd reported revenues of $11.0 million and a loss before income taxes of $6.2 million. For the period from the acquisition date through June 30, 2015, StrikeAd reported $0.8 million of revenues. The purchase price allocation is preliminary pending the completion of the valuation analysis. Pixel On September 4, 2014, we acquired all of the outstanding shares of Zestraco Investments Limited including its wholly-owned subsidiary PixelCo. D.O.O. (Pixel) for $0.45 million in cash and a deferred payment obligation of $0.05 million which was paid in December 2014. Pixel performed advertising service operations principally for us prior to our purchase and had no appreciable assets. The objective of the transaction was to bring in-house the group of technology service personnel that had been providing advertising operations service to us through a contract. We expect to realize operating synergies from this transaction. Pixel has been included in our results of operations since the date of closing. The $0.5 million purchase price was allocated to goodwill and is not deductible for income tax purposes. The purchase price allocation is final. Aerify Media On August 11, 2014, we acquired substantially all the assets and operations of privately-held Aerify Media LLC (Aerify), a firm specializing in mobile tracking and retargeting, for $5.625 million in cash and a $0.625 million deferred payment obligation due in one-year. Aerify's mobile in-app and web tracking technology expands our capabilities in the fast-growing mobile segment, adding both talent and technology to the platform. The objective of the transaction was to accelerate the development of our mobile technology in order to better serve the advertising community. We expect to realize operating synergies from this transaction. Aerify has been included in our results of operations since the date of closing. The $6.25 million purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values. We allocated $2.05 million to developed technology, $0.4 million to customer relationships and $3.8 million to goodwill. The developed technology and customer relationships acquired in the transaction are being amortized on a straight-line basis over 4 years and 5 years, respectively. The weighted average amortization period is 4.2 years. The goodwill and other intangible assets created in the acquisition are deductible for tax purposes. For 2013, Aerify reported revenues of $3.1 million and a loss before income taxes of $0.6 million. The purchase price allocation is final. Purchase Price Allocations The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the respective dates of acquisition for the above referenced transactions (in millions). Category StrikeAd (preliminary) Pixel Aerify Cash $ 0.1 $ $ Receivables 3.5 Other current assets 0.1 Customer relationships 1.1 0.4 Developed technology 4.3 2.1 Goodwill 11.1 0.5 3.8 Total assets acquired 20.2 0.5 6.3 Less liabilities assumed (9.9 ) Net assets acquired $ 10.3 $ 0.5 $ 6.3 Pro Forma Information The following pro forma information presents our results of operations for the six months ended June 30, 2015 and 2014 as if the acquisitions of StrikeAd, Pixel and Aerify had occurred on January 1, 2014 (in thousands). A table of actual amounts is provided for reference. As Reported Six Months Ended June 30, Unaudited Pro Forma Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 76,975 $ 82,380 $ 80,528 $ 88,792 Net loss (15,842 ) (16,060 ) (18,161 ) (19,009 ) |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill [Abstract] | |
Goodwill | 5. Goodwill We operate as a single reporting unit. Changes in the carrying value of our goodwill for the six months ended June 30, 2015 were as follows (in thousands): Goodwill Accumulated Impairment Losses Net Carrying Value Balance at December 31, 2014 $ 380,681 $ (340,527 ) $ 40,154 Acquisition of StrikeAd 11,134 11,134 Balance at June 30, 2015 $ 391,815 $ (340,527 ) $ 51,288 We evaluate goodwill for possible impairment each year on December 31st and whenever events or changes in circumstances indicate the carrying value of our goodwill may not be recoverable. Generally, the goodwill impairment test involves a two-step process. In the first step, we compare the fair value of the Company to its carrying value. If the fair value of the Company exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the Company is less than its carrying value, we must perform the second step of the impairment test to measure the amount of the impairment loss. In the second step, the Company's fair value is allocated to its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the Company was being acquired in a business combination. If the implied fair value of the Company's goodwill is less than the carrying value, the difference is recorded as an impairment loss. During the third quarter of 2014, we determined that indicators of potential impairment existed requiring us to perform an interim goodwill impairment test. As a result, we performed an extensive analysis to estimate the fair value of the Company using a discounted cash flow methodology. The analysis concluded that the implied fair value of the Company's goodwill was $98.2 million less than its carrying value, which we recorded as a goodwill impairment loss during the third quarter of 2014. ASC 350-20-35 allows an entity to assess qualitatively whether it is necessary to perform step one of the prescribed two-step annual goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the two-step goodwill impairment test is not required. Since we had performed an extensive analysis of the fair value of the Company as of September 30, 2014, at December 31, 2014, we performed a qualitative assessment of our goodwill and determined that the two-step process was not necessary. Further, at June 30, 2015, we are not aware of any events or changes in circumstances that would indicate the carrying value of our goodwill may not be recoverable. Risk of Future Impairment At December 31, 2014, based on our discounted cash flow model that uses our internal forecast, we determined the fair value of the Company was only slightly in excess of its carrying value. In preparing our discounted cash flow model, we made assumptions about future revenues and expenses for several periods to determine the cash flows that would result. As with any forecast, there is substantial risk our forecasted cash flows may fall short of our current expectations. If actual or expected future cash flows should fall sufficiently below our current forecast, it is likely we would be required to record another goodwill impairment charge. Future net cash flows are impacted by a variety of factors including revenues, operating margins, capital expenditures, income tax rates, and a discount rate. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Share-based Compensation [Abstract] | |
Share-based Compensation | 6. Share-based Compensation Prior to our Spin-Off from DG on February 7, 2014, certain of our employees participated in DG's equity based incentive programs. Share-based compensation expense reflected in the accompanying financial statements up until February 7, 2014 relates to DG's stock plan awards and not to our stock awards. Immediately prior to completing the Spin-Off transaction, all outstanding equity awards became fully vested and were converted into shares of DG Common Stock to the extent the award had an intrinsic value. Equity awards with no intrinsic value were cancelled. DG's equity incentive plans were terminated in connection with the Merger Agreement (see Note 1). Below is a summary of our share-based compensation expense related to the stock awards (in thousands): Six Months Ended June 30, Description 2015 2014 DG stock options and RSUs awarded to our employees $ $ 2,650 DG share-based awards allocated to us as part of corporate services 3,817 Sizmek share-based awards granted 1,903 1,066 Total $ 1,903 $ 7,533 In the first quarter of 2015, Sizmek's Compensation Committee granted (i) 159,245 performance-based restricted stock units (RSUs), (ii) 192,867 time-based RSUs and (iii) 133,600 time-based stock options, to certain of our employees and directors. The RSUs and stock options expected to vest were valued at $2.8 million and $0.6 million, respectively. The awards (i) vest over periods ranging from one to three years, (ii) are subject to the employees' continued employment with us or the director's continued service on our Board of Directors, and (iii) with respect to the performance-based RSUs, are subject to reaching certain (a) revenue, (b) adjusted EBITDA and (c) free cash flow growth targets (i.e., performance conditions). In the second quarter of 2015, Sizmek's Compensation Committee granted (i) 87,251 performance-based RSUs, (ii) 361,112 time-based RSUs and (iii) 86,175 time-based stock options to certain of our employees. The RSUs and stock options expected to vest were valued at $3.4 million and $0.4 million, respectively. The awards (i) vest over periods ranging from one to three years, (ii) are subject to the employees' continued employment with us, and (iii) with respect to the performance-based RSUs, are subject to reaching certain (a) revenue, (b) adjusted EBITDA and (c) free cash flow growth targets (i.e., performance conditions). Generally, the awards granted in 2015 vest on an accelerated basis upon the occurrence of the holder's (a) death, (b) termination by reason of disability, (c) termination without Cause (as defined) following a Change of Control (as defined) or (d) resignation for Good Reason (as defined) following a Change in Control. Unrecognized compensation costs related to unvested RSUs and stock options were $7.7 million at June 30, 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 7. Income Taxes For the six months ended June 30, 2015, our effective tax rate was (3.9)% compared to 4.9% for the six months ended June 30, 2014. The effective tax rates for each period differ from the expected federal statutory rate of 35.0% as a result of state and foreign income taxes; certain non-deductible expenses; and changes in our valuation allowances in the U.S. and state jurisdictions within the U.S. In the U.S. and state jurisdictions within the U.S., we have historically experienced tax losses. As a result, we do not recognize a tax benefit in the U.S. or state jurisdictions within the U.S. when we incur taxable losses as realization of those tax benefits is not likely. Conversely, in certain foreign jurisdictions we report taxable income and pay tax on that income in accordance with the tax statutes of those jurisdictions. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than not sustain the position following an audit. For tax positions meeting the more-likely-than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. During the six months ended June 30, 2015, there were no additional uncertain tax positions. Interest and penalties related to uncertain tax positions are recognized in income tax expense. For each of the six month periods ended June 30, 2015 and 2014, we recognized less than $0.1 million of interest or penalties related to uncertain tax positions in our financial statements. The changes in uncertain tax positions for the six months ended June 30, 2015 and 2014 were as follows (in thousands): Six Months Ended June 30, 2015 2014 Balance at beginning of year $ 1,507 $ 1,701 Additions for tax positions related to prior years 39 Balance at end of period $ 1,546 $ 1,701 If we reduced our reserve for uncertain tax positions, it would result in our recognition of a tax benefit. As of June 30, 2015, we provided a valuation allowance against substantially all of our U.S. and state NOL carryforwards as ultimate realization of these NOLs was not determined to be more-likely-than not. Accordingly, we have NOL carryforwards available to us (should we have sufficient future taxable income to utilize them) that are not reflected in our consolidated balance sheets at June 30, 2015 and December 31, 2014. We are subject to U.S. federal income tax, income tax from multiple foreign jurisdictions including Israel and the United Kingdom, and income taxes of multiple state jurisdictions. U.S. federal, state and local income tax returns for 2011 through February 7, 2014 remain open to examination. Israeli and United Kingdom income tax returns remain open to examination for 2010 through 2014 and 2009 through 2014, respectively. Prior to our Spin-Off, our operating results had been included in DG's U.S. federal and state tax returns or tax returns of non-U.S. jurisdictions. Subsequent to our Spin-Off, we file stand-alone income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various foreign jurisdictions. Prior to our Spin-Off, we entered into a tax matters agreement with DG that governs the parties' respective rights, responsibilities and obligations with respect to taxes. The tax matters agreement generally provides that the filing of tax returns, the control of audit proceedings, and the payment of any additional tax liability relative to DG and its consolidated subsidiaries for periods prior to February 8, 2014 is our responsibility. We do not provide deferred taxes on the undistributed earnings of our non-U.S. subsidiaries in situations where our intention is to reinvest such earnings indefinitely. Furthermore, we believe both our U.S. and non-U.S. subsidiaries have significant net assets, liquidity, and other financial resources available to meet their operational and capital investment requirements. |
Loss per Share
Loss per Share | 6 Months Ended |
Jun. 30, 2015 | |
Loss per Share [Abstract] | |
Loss per Share | 8. Loss per Share Basic earnings (loss) per common share excludes dilution and is calculated by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period, as adjusted for the potential dilutive effect of non-participating share-based awards such as stock options and RSUs. On February 7, 2014, 30.4 million shares of our common stock were distributed to DG stockholders in conjunction with the Spin-Off. For comparative purposes, and to provide a more meaningful calculation of the weighted-average shares outstanding, we have assumed this amount to be outstanding for any period presented prior to the Spin-Off in the calculation of weighted-average shares outstanding. The following table presents our loss per common share for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss $ (7,897 ) $ (1,642 ) $ (15,842 ) $ (16,060 ) Weighted average common shares outstanding basic 29,549 30,399 29,666 30,399 Dilutive securities Weighted average common shares outstanding - diluted 29,549 30,399 29,666 30,399 Basic and diluted loss per common share $ (0.27 ) $ (0.05 ) $ (0.53 ) $ (0.53 ) Antidilutive securities not included: Stock options and RSUs 1,268 864 1,266 503 |
Geographical Information and Pr
Geographical Information and Product Categories | 6 Months Ended |
Jun. 30, 2015 | |
Geographical Information and Product Categories [Abstract] | |
Geographical Information and Product Categories | 9. Geographical Information and Product Categories We have one operating segment. Our chief operating decision maker is considered to be our Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the operating segment level. The following table summarizes our revenues by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: United States $ 20,975 $ 19,779 $ 40,575 $ 38,541 Europe, Middle East and Africa 11,821 14,647 21,171 25,627 Asia Pacific 5,177 6,339 11,071 12,412 Latin America 1,398 2,203 2,749 3,716 North America (excluding U.S.) 845 1,033 1,409 2,084 Total $ 40,216 $ 44,001 $ 76,975 $ 82,380 For the six months ended June 30, 2015, about 47% of our revenues were attributable to foreign jurisdictions. However, no one country other than the United States represented more than 10% of our consolidated revenues. The following table summarizes our revenues by product category (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: Core products $ 28,160 $ 27,685 $ 53,424 $ 51,089 Rich media 7,485 11,755 15,113 23,177 Programmatic managed services 4,571 4,561 8,438 8,114 Total $ 40,216 $ 44,001 $ 76,975 $ 82,380 The following table summarizes our long-lived assets by country (in thousands): June 30, 2015 December 31, 2014 Long-Lived Assets: Israel $ 29,403 $ 24,818 United States 7,717 7,181 Other countries 1,951 2,037 Total $ 39,071 $ 34,036 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Prior to the Spin-Off, DG provided certain management and administrative services to us. These services included, among others, accounting, treasury, audit, tax, legal, executive oversight, human resources, real estate, information technology and risk management. These expenses have been allocated to us on a basis of direct usage when identifiable, with the remainder allocated on the basis of revenue, headcount, or other measures. DG also allocated to us (i) merger, integration and other expenses and (ii) share-based compensation, largely based on revenues. DG's allocation of these expenses to us was as follows (in thousands): DG's Expense Allocation to Sizmek Six Months Ended June 30, 2014 Management and administrative services $ 637 Merger, integration and other 4,038 Share-based compensation 3,817 Total $ 8,492 Included in the above allocations are costs of DG's employee benefit plans and other employee incentives. Employee benefits and incentives include 401(k) matching contributions, participation in DG's long-term incentive compensation award plans and healthcare plans. The employee benefit and incentive costs are reflected in the statements of operations and are classified consistently with how the underlying employee's salary and other compensation costs have been recorded. We consider the allocated cost for corporate services, employee benefits and incentives to be reasonable based on our utilization of such services. However, we believe the allocated cost for these services are different from the cost we would have incurred if we had been an independent publicly-traded company during those periods. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
General [Abstract] | |
Principles of Consolidation and Combination | Principles of Consolidation and Combination 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 wholly-owned, and majority-owned and controlled 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 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, 2014. 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 Our business is seasonal. Revenues tend to be the highest in the fourth quarter as a large portion of our revenues follow the advertising spend or budgets of our customers which tend to be at their highest during the holiday season. |
Use of Estimates | Use of Estimates 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. Effective November 1, 2014, we shortened the estimated remaining useful life of our Sizmek MDX platform assets from an average of 46 months to 20 months in anticipation of our new platform, which is currently in development. We anticipate the new platform will be operational by the end of 2015 and we expect to retire our existing platform by mid-2016. For the first six months of 2015, this change increased our net loss and loss per share by $1.6 million and $0.05, respectively. |
Risk of Goodwill Impairment | Risk of Goodwill Impairment 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 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 $78.5 million. The details of these assets and liabilities outstanding as of June 30, 2015 and December 31, 2014 were as follows (in thousands): Description June 30, 2015 December 31, 2014 Current assets of television business: Income tax receivables $ 1,110 $ 1,943 Trade accounts receivable 367 Springbox revenue sharing 160 160 Total $ 1,270 $ 2,470 Current liabilities of television business: Trade accounts payable $ 206 $ 165 Accrued liabilities 230 Total $ 206 $ 395 Non-current liabilities of television business: Uncertain tax positions $ 273 $ 260 |
Derivative Instruments | Derivative Instruments 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 were designated as cash flow hedges, as defined by Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging Fair Value Measurements and Disclosures 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 a single counterparty using foreign currency forward contracts and options. At June 30, 2015, we had $12.6 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value asset balance of $0.3 million ($0.4 million asset, net of a $0.1 million liability). At December 31, 2014, we had $14.3 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value liability balance of $0.1 million ($0.2 million liability, net of a $0.1 million asset). The net asset at June 30, 2015 is included in "other current assets" and is expected to be recognized in our results of operations in the next twelve months. The net liability at December 31, 2014 was included in accrued liabilities. The vast majority of any gain or loss from hedging activities is included in our various operating expenses. As a result of our hedging activities, we incurred the following gains and losses in our results of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Hedging gain (loss) recognized in operations $ 24 $ 29 $ (47 ) $ 115 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 $1.6 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) Components of accumulated other comprehensive income (loss) (AOCI or AOCL), net of tax, for the three and six months ended June 30, 2015 and 2014 were as follows (in thousands): Three Months Ended June 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2015 $ (3,476 ) $ (193 ) $ 1,027 $ (2,642 ) Other comprehensive income (loss) before reclassifications 580 491 (6 ) 1,065 Amounts reclassified out of AOCL (22 ) (22 ) Net current period activity 580 469 (6 ) 1,043 Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Six Months Ended June 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ (2,672 ) $ (98 ) $ 1,255 $ (1,515 ) Other comprehensive income (loss) before reclassifications (224 ) 332 (234 ) (126 ) Amounts reclassified out of AOCL 42 42 Net current period activity (224 ) 374 (234 ) (84 ) Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Three Months Ended June 30, 2014 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Other Comprehensive Income (Loss) Balance at March 31, 2014 $ (1,101 ) $ 39 $ 1,030 $ (32 ) 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 Balance at June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 Six Months Ended June 30, 2014 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Other Comprehensive Income (Loss) Balance at December 31, 2013 $ (1,198 ) $ 116 $ 1,764 $ 682 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 Balance at June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 The following table summarizes the reclassifications from AOCI or AOCL to the consolidated and combined statements of operations for the three and six months ended June 30, 2015 and 2014 (in thousands): Amounts Reclassified out of AOCI or AOCL Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 Affected Line Items in the Consolidated and Combined Statements of Operations Gains (losses) on cash flow hedges: Foreign currency derivatives $ 3 $ 4 Cost of revenues Foreign currency derivatives 1 2 Selling and marketing Foreign currency derivatives 14 19 Research and development Foreign currency derivatives 3 5 General and administrative Foreign currency derivatives 3 (1 ) Other, net Total before taxes 24 29 Tax amounts (2 ) (4 ) Income after tax $ 22 $ 25 Amounts Reclassified out of AOCI or AOCL Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Affected Line Items in the Consolidated and Combined Statements of Operations Gains (losses) on cash flow hedges: Foreign currency derivatives $ (5 ) $ 11 Cost of revenues Foreign currency derivatives (2 ) 5 Selling and marketing Foreign currency derivatives (34 ) 54 Research and development Foreign currency derivatives (8 ) 15 General and administrative Foreign currency derivatives 2 30 Other, net Total before taxes (47 ) 115 Tax amounts 5 (15 ) Income (loss) after tax $ (42 ) $ 100 |
Merger, Integration and Other Expenses | Merger, Integration and Other Expenses 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., office closure costs) into the Company and (iv) certain other items of income or expense not deemed to be part of our core operations. A summary of our merger, integration and other expenses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Description 2015 2014 2015 2014 Merger and Spin-Off (1) $ $ 581 $ $ 4,738 Severance 142 357 466 558 Integration and restructuring costs 565 374 1,070 955 Acquisition, legal and due diligence fees 611 32 730 38 Recovery of TV business net assets (2) (148 ) (262 ) Total $ 1,170 $ 1,344 $ 2,004 $ 6,289 (1) - See discussion of Merger and Spin-Off under Separation from Digital Generation, Inc (2) - Represents a reduction in expense due to realizing more TV business net assets than originally estimated at the time of the Spin-Off. |
Israel Operations | Israel Operations The majority of our research and development activities and a large portion of our accounting functions are performed in Herzliya, Israel. In total, about 26% of our workforce is located in Israel. As a result, we are subject to risks associated with operating in the Middle East. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance 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 GAAP. Previous revenue recognition guidance in 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 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: 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. For Sizmek, the amendments in ASU 2014-09 are presently effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and 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. In July 2015, the FASB affirmed its proposal to defer the effective date of the guidance in ASU 2014-09 for all entities by one year. As a result, if the proposal is formally adopted by the issuance of a new ASU, the new revenue standard (currently discussed in ASU 2014-09) would be effective for Sizmek for annual reporting periods beginning after December 15, 2017. The FASB also affirmed its proposal to permit all entities to early adopt the guidance in the new revenue standard, but not before annual periods beginning after December 15, 2016. |
General (Tables)
General (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
General [Abstract] | |
Schedule of DG's assets and liabilities outstanding | Description June 30, 2015 December 31, 2014 Current assets of television business: Income tax receivables $ 1,110 $ 1,943 Trade accounts receivable 367 Springbox revenue sharing 160 160 Total $ 1,270 $ 2,470 Current liabilities of television business: Trade accounts payable $ 206 $ 165 Accrued liabilities 230 Total $ 206 $ 395 Non-current liabilities of television business: Uncertain tax positions $ 273 $ 260 |
Schedule of gains and losses recognized in consolidated results of operations due to hedging activities | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Hedging gain (loss) recognized in operations $ 24 $ 29 $ (47 ) $ 115 |
Schedule of components of accumulated other comprehensive income (loss) ("AOCI" or "AOCL"), net of tax | Three Months Ended June 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at March 31, 2015 $ (3,476 ) $ (193 ) $ 1,027 $ (2,642 ) Other comprehensive income (loss) before reclassifications 580 491 (6 ) 1,065 Amounts reclassified out of AOCL (22 ) (22 ) Net current period activity 580 469 (6 ) 1,043 Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Six Months Ended June 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ (2,672 ) $ (98 ) $ 1,255 $ (1,515 ) Other comprehensive income (loss) before reclassifications (224 ) 332 (234 ) (126 ) Amounts reclassified out of AOCL 42 42 Net current period activity (224 ) 374 (234 ) (84 ) Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Three Months Ended June 30, 2014 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Other Comprehensive Income (Loss) Balance at March 31, 2014 $ (1,101 ) $ 39 $ 1,030 $ (32 ) 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 Balance at June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 Six Months Ended June 30, 2014 Foreign Currency Translation Unrealized Gains (Losses) on Foreign Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Other Comprehensive Income (Loss) Balance at December 31, 2013 $ (1,198 ) $ 116 $ 1,764 $ 682 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 Balance at June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 |
Summary of reclassifications from accumulated other comprehensive income (loss) to the consolidated and combined statements of operations | Amounts Reclassified out of AOCI or AOCL Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 Affected Line Items in the Consolidated and Combined Statements of Operations Gains (losses) on cash flow hedges: Foreign currency derivatives $ 3 $ 4 Cost of revenues Foreign currency derivatives 1 2 Selling and marketing Foreign currency derivatives 14 19 Research and development Foreign currency derivatives 3 5 General and administrative Foreign currency derivatives 3 (1 ) Other, net Total before taxes 24 29 Tax amounts (2 ) (4 ) Income after tax $ 22 $ 25 Amounts Reclassified out of AOCI or AOCL Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Affected Line Items in the Consolidated and Combined Statements of Operations Gains (losses) on cash flow hedges: Foreign currency derivatives $ (5 ) $ 11 Cost of revenues Foreign currency derivatives (2 ) 5 Selling and marketing Foreign currency derivatives (34 ) 54 Research and development Foreign currency derivatives (8 ) 15 General and administrative Foreign currency derivatives 2 30 Other, net Total before taxes (47 ) 115 Tax amounts 5 (15 ) Income (loss) after tax $ (42 ) $ 100 |
Summary of merger, integration and other expenses | Three Months Ended June 30, Six Months Ended June 30, Description 2015 2014 2015 2014 Merger and Spin-Off (1) $ $ 581 $ $ 4,738 Severance 142 357 466 558 Integration and restructuring costs 565 374 1,070 955 Acquisition, legal and due diligence fees 611 32 730 38 Recovery of TV business net assets (2) (148 ) (262 ) Total $ 1,170 $ 1,344 $ 2,004 $ 6,289 (1) - See discussion of Merger and Spin-Off under Separation from Digital Generation, Inc (2) - Represents a reduction in expense due to realizing more TV business net assets than originally estimated at the time of the Spin-Off. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities accounted for at fair value | Fair Value Measurements at June 30, 2015 Balance Sheet Location Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements Assets: Money market funds (a) $ 28,964 $ $ $ 28,964 Currency forward derivatives / options (b) 319 319 Revenue sharing arrangement (c) 160 160 Marketable equity securities (d) 1,362 1,362 Total $ 30,326 $ 319 $ 160 $ 30,805 Fair Value Measurements at December 31, 2014 Balance Sheet Location Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements Assets: Money market funds (a) $ 35,953 $ $ $ 35,953 Revenue sharing arrangement (c) 160 160 Marketable equity securities (d) 1,596 1,596 Total $ 37,549 $ $ 160 $ 37,709 Liabilities: Currency forward derivatives / options (e) $ $ 113 $ $ 113 (a) Included in cash and cash equivalents. (b) Included in other current assets. (c) Included in current assets of TV business. (d) Included in other non-current assets. (e) Included in accrued liabilities. |
Schedule of reconciliation of changes in the fair values of Level 3 assets | Revenue Sharing Arrangement Six Months Ended June 30, 2015 Balance at beginning of year $ 160 Additions Balance at end of period $ 160 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions [Abstract] | |
Summary of the estimated fair values of the assets acquired and liabilities assumed | Category StrikeAd (preliminary) Pixel Aerify Cash $ 0.1 $ $ Receivables 3.5 Other current assets 0.1 Customer relationships 1.1 0.4 Developed technology 4.3 2.1 Goodwill 11.1 0.5 3.8 Total assets acquired 20.2 0.5 6.3 Less liabilities assumed (9.9 ) Net assets acquired $ 10.3 $ 0.5 $ 6.3 |
Schedule of as reported and pro forma results of operations relating to acquisitions | As Reported Six Months Ended June 30, Unaudited Pro Forma Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 76,975 $ 82,380 $ 80,528 $ 88,792 Net loss (15,842 ) (16,060 ) (18,161 ) (19,009 ) |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill [Abstract] | |
Schedule of changes in carrying value of goodwill | Goodwill Accumulated Impairment Losses Net Carrying Value Balance at December 31, 2014 $ 380,681 $ (340,527 ) $ 40,154 Acquisition of StrikeAd 11,134 11,134 Balance at June 30, 2015 $ 391,815 $ (340,527 ) $ 51,288 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Share-based Compensation [Abstract] | |
Summary of share-based compensation expense | Six Months Ended June 30, Description 2015 2014 DG stock options and RSUs awarded to our employees $ $ 2,650 DG share-based awards allocated to us as part of corporate services 3,817 Sizmek share-based awards granted 1,903 1,066 Total $ 1,903 $ 7,533 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Schedule of changes in uncertain tax positions | Six Months Ended June 30, 2015 2014 Balance at beginning of year $ 1,507 $ 1,701 Additions for tax positions related to prior years 39 Balance at end of period $ 1,546 $ 1,701 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Loss per Share [Abstract] | |
Schedule of loss per common share | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss $ (7,897 ) $ (1,642 ) $ (15,842 ) $ (16,060 ) Weighted average common shares outstanding basic 29,549 30,399 29,666 30,399 Dilutive securities Weighted average common shares outstanding - diluted 29,549 30,399 29,666 30,399 Basic and diluted loss per common share $ (0.27 ) $ (0.05 ) $ (0.53 ) $ (0.53 ) Antidilutive securities not included: Stock options and RSUs 1,268 864 1,266 503 |
Geographical Information and 26
Geographical Information and Product Categories (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Geographical Information and Product Categories [Abstract] | |
Schedule of revenues by geographic area | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: United States $ 20,975 $ 19,779 $ 40,575 $ 38,541 Europe, Middle East and Africa 11,821 14,647 21,171 25,627 Asia Pacific 5,177 6,339 11,071 12,412 Latin America 1,398 2,203 2,749 3,716 North America (excluding U.S.) 845 1,033 1,409 2,084 Total $ 40,216 $ 44,001 $ 76,975 $ 82,380 |
Schedule of revenues by product category | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues: Core products $ 28,160 $ 27,685 $ 53,424 $ 51,089 Rich media 7,485 11,755 15,113 23,177 Programmatic managed services 4,571 4,561 8,438 8,114 Total $ 40,216 $ 44,001 $ 76,975 $ 82,380 |
Schedule of long-lived assets by country | June 30, 2015 December 31, 2014 Long-Lived Assets: Israel $ 29,403 $ 24,818 United States 7,717 7,181 Other countries 1,951 2,037 Total $ 39,071 $ 34,036 |
Related Party Transactions(Tabl
Related Party Transactions(Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of allocation of related party expenses | DG's Expense Allocation to Sizmek Six Months Ended June 30, 2014 Management and administrative services $ 637 Merger, integration and other 4,038 Share-based compensation 3,817 Total $ 8,492 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended | ||
Jun. 30, 2015item$ / shares | Dec. 31, 2014$ / shares | Feb. 07, 2014$ / shares | |
Basis of Presentation [Abstract] | |||
Number of advertisers connected to audiences | 17,000 | ||
Number of agencies connected to audiences | 3,500 | ||
Number of countries in which entity operates | 60 | ||
Minimum number of impressions served | 1,400,000,000,000 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Per share distribution to DG shareholders | $ / shares | $ 3 |
General (Narrative) (Details)
General (Narrative) (Details) - Certain internally developed software [Member] - USD ($) $ / shares in Units, $ in Millions | Nov. 01, 2014 | Oct. 31, 2014 | Jun. 30, 2015 |
Useful Life [Line Items] | |||
Estimated useful life | 20 months | 46 months | |
Reduction in net income due to change in estimated useful life | $ 1.6 | ||
Reduction in diluted earnings per share due to change in estimated useful life | $ 0.05 |
General (Assets And Liabilities
General (Assets And Liabilities Of DG's TV Business) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Feb. 07, 2014 |
Assets and Liabilities of DG's TV Business [Abstract] | |||
Net assets of TV business contributed by DG | $ 78,500 | ||
Current assets of television business: | |||
Income tax receivable | $ 1,110 | $ 1,943 | |
Trade accounts receivable | 367 | ||
Springbox revenue sharing | $ 160 | 160 | |
Current assets of TV business | 1,270 | 2,470 | |
Current liabilities of television business: | |||
Trade accounts payable | $ 206 | 165 | |
Accrued liabilities | 230 | ||
Current liabilities of TV business | $ 206 | 395 | |
Non-current liabilities of television business: | |||
Uncertain tax positions | $ 273 | $ 260 |
General (Derivative Instruments
General (Derivative Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Derivative Instruments | |||||
Period for which certain forecasted foreign currency rent and salary payments are hedged | 12 months | ||||
Notional amount of foreign currency forward contracts and options outstanding | $ 12,600 | $ 12,600 | $ 14,300 | ||
Net fair value asset (liability) balance of foreign currency forward contracts and options outstanding | 300 | 300 | (100) | ||
Fair value asset balance of foreign currency forward contracts and options outstanding | 400 | 400 | 100 | ||
Fair value liability balance of foreign currency forward contracts and options outstanding | 100 | 100 | 200 | ||
Hedging gain (loss) recognized in operations | 24 | $ 29 | (47) | $ 115 | |
Restricted cash | $ 1,578 | $ 1,578 | $ 1,538 |
General (Components Of Accumula
General (Components Of Accumulated Other Comprehensive Income (Loss) (AOCI or AOCL), Net Of Tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance at beginning of the period | $ (2,642) | $ (32) | $ (1,515) | $ 682 |
Other comprehensive income (loss) before reclassifications | 1,065 | 1,155 | (126) | 516 |
Amounts reclassified out of AOCL | (22) | (25) | 42 | (100) |
Net current period activity | 1,043 | 1,130 | (84) | 416 |
Balance at end of the period | (1,599) | 1,098 | (1,599) | 1,098 |
Foreign Currency Translation [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance at beginning of the period | (3,476) | (1,101) | (2,672) | (1,198) |
Other comprehensive income (loss) before reclassifications | $ 580 | $ 375 | $ (224) | $ 472 |
Amounts reclassified out of AOCL | ||||
Net current period activity | $ 580 | $ 375 | $ (224) | $ 472 |
Balance at end of the period | (2,896) | (726) | (2,896) | (726) |
Unrealized Gains (Losses) on Foreign Currency Derivatives [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance at beginning of the period | (193) | 39 | (98) | 116 |
Other comprehensive income (loss) before reclassifications | 491 | 10 | 332 | 8 |
Amounts reclassified out of AOCL | (22) | (25) | 42 | (100) |
Net current period activity | 469 | (15) | 374 | (92) |
Balance at end of the period | 276 | 24 | 276 | 24 |
Unrealized Gains (Losses) on Available for Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balance at beginning of the period | 1,027 | 1,030 | 1,255 | 1,764 |
Other comprehensive income (loss) before reclassifications | $ (6) | $ 770 | $ (234) | $ 36 |
Amounts reclassified out of AOCL | ||||
Net current period activity | $ (6) | $ 770 | $ (234) | $ 36 |
Balance at end of the period | $ 1,021 | $ 1,800 | $ 1,021 | $ 1,800 |
General (Reclassifications From
General (Reclassifications From AOCI Or AOCL To Consolidated And Combined Statements Of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Affected Line Items in the Consolidated and Combined Statements of Operations [Line Items] | ||||
Cost of revenues | $ 14,492 | $ 15,268 | $ 28,152 | $ 29,754 |
Selling and marketing | 15,433 | 14,514 | 29,636 | 30,102 |
Research and development | 3,674 | 3,193 | 6,577 | 6,741 |
General and administrative | 4,739 | 5,083 | 9,293 | 13,188 |
Other, net | 366 | 205 | 1,345 | 208 |
Loss before income taxes | (7,429) | (2,055) | (15,242) | (16,879) |
Tax amounts | (468) | 413 | (600) | 819 |
Net loss | (7,897) | (1,642) | (15,842) | (16,060) |
Unrealized Gain (Loss) on Foreign Currency Derivatives [Member] | Foreign currency derivatives [Member] | Amounts Reclassified out of AOCI [Member] | ||||
Affected Line Items in the Consolidated and Combined Statements of Operations [Line Items] | ||||
Cost of revenues | 3 | 4 | (5) | 11 |
Selling and marketing | 1 | 2 | (2) | 5 |
Research and development | 14 | 19 | (34) | 54 |
General and administrative | 3 | 5 | (8) | 15 |
Other, net | 3 | (1) | 2 | 30 |
Loss before income taxes | 24 | 29 | (47) | 115 |
Tax amounts | (2) | (4) | 5 | (15) |
Net loss | $ 22 | $ 25 | $ (42) | $ 100 |
General (Merger, Integration An
General (Merger, Integration And Other Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
General [Abstract] | |||||
Merger and Spin-Off | [1] | $ 581 | $ 4,738 | ||
Severance | $ 142 | 357 | $ 466 | 558 | |
Integration and restructuring costs | 565 | 374 | 1,070 | 955 | |
Acquisition, legal and due diligence fees | 611 | $ 32 | 730 | $ 38 | |
Recovery of TV business net assets | [2] | (148) | (262) | ||
Total | $ 1,170 | $ 1,344 | $ 2,004 | $ 6,289 | |
[1] | See discussion of Merger and Spin-Off under “Separation from Digital Generation, Inc.” in Note 1. | ||||
[2] | Represents a reduction in expense due to realizing more TV business net assets than originally estimated at the time of the Spin-Off. |
General (Israel Operations) (De
General (Israel Operations) (Details) | 6 Months Ended |
Jun. 30, 2015 | |
General [Abstract] | |
Percentage of workforce in Israel | 26.00% |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Of Assets And Liabilities) (Details) - Recurring basis [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Assets: | |||
Money market funds | [1] | $ 28,964 | $ 35,953 |
Currency forward derivatives/options | [2] | 319 | |
Revenue sharing arrangement | [3] | 160 | 160 |
Marketable equity securities | [4] | 1,362 | 1,596 |
Total | 30,805 | 37,709 | |
Liabilities: | |||
Currency forward derivatives/options | [5] | 113 | |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets: | |||
Money market funds | [1] | $ 28,964 | $ 35,953 |
Currency forward derivatives/options | [2] | ||
Revenue sharing arrangement | [3] | ||
Marketable equity securities | [4] | $ 1,362 | $ 1,596 |
Total | $ 30,326 | $ 37,549 | |
Liabilities: | |||
Currency forward derivatives/options | [5] | ||
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Money market funds | [1] | ||
Currency forward derivatives/options | [2] | $ 319 | |
Revenue sharing arrangement | [3] | ||
Marketable equity securities | [4] | ||
Total | $ 319 | ||
Liabilities: | |||
Currency forward derivatives/options | [5] | $ 113 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Money market funds | [1] | ||
Currency forward derivatives/options | [2] | ||
Revenue sharing arrangement | [3] | $ 160 | $ 160 |
Marketable equity securities | [4] | ||
Total | $ 160 | $ 160 | |
Liabilities: | |||
Currency forward derivatives/options | [5] | ||
[1] | Included in cash and cash equivalents. | ||
[2] | Included in other current assets. | ||
[3] | Included in current assets of TV business. | ||
[4] | Included in other non-current assets. | ||
[5] | Included in accrued liabilities. |
Fair Value Measurements (Reconc
Fair Value Measurements (Reconciliation Of Changes In Fair Values Of Level 3 Assets) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total |
Fair Value Measurements [Line Items] | |
Cost basis of currency forward derivative/options | $ 0 |
Marketable equity securities, cost basis | 300 |
Revenue Sharing Arrangement [Member] | |
Reconciliation of changes in fair value of Level 3 assets | |
Balance at beginning of period | $ 160 |
Additions | |
Balance at end of period | $ 160 |
Fair Value Measurements (Abakus
Fair Value Measurements (Abakus Convertible Notes) (Details) - Convertible Notes [Member] - Abakus [Member] - USD ($) $ in Millions | 1 Months Ended | 14 Months Ended |
May. 31, 2014 | Jun. 30, 2015 | |
Fair Value Measurements [Line Items] | ||
Amount of convertible notes purchased | $ 1 | |
Payment for convertible notes | $ 1 | |
Period of time convertible notes are due after written notice | 90 days | |
Interest rate | 5.00% | |
Amount of Abakus Series A preferred shares to be sold by Abakus for triggering automatic conversion | $ 2 | |
Conversion price as a percentage of the share price in Qualified Financing | 75.00% | |
Amount divided by the number of shares outstanding upon exercise of all dilutive securities to derive quotient for determining conversion price upon automatic conversion | $ 7 | |
Conversion price as a percentage of the share price in the Equity Financing | 75.00% |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jun. 30, 2015 | May. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Strike Ad [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition date | May 28, 2015 | ||||||
Purchase price | $ 10,300 | ||||||
Cash consideration | 7,700 | ||||||
Liabilities assumed | $ 2,600 | ||||||
Weighted average amortization period of intangible assets | 3 years 8 months 12 days | ||||||
Gross receivables amount | $ 3,700 | ||||||
Gross receivables fair value | $ 3,500 | ||||||
Revenues | $ 800 | ||||||
Reported revenues in fiscal year prior to purchase | $ 11,000 | ||||||
Reported loss before income taxes in fiscal year prior to purchase | $ 6,200 | ||||||
Strike Ad [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period of intangible assets | 5 years 8 months 12 days | ||||||
Strike Ad [Member] | Developed technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period of intangible assets | 3 years 2 months 12 days | ||||||
Pixel [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition date | Sep. 4, 2014 | ||||||
Cash consideration | $ 50 | $ 450 | |||||
Liabilities assumed | $ 50 | ||||||
Aerify [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition date | Aug. 11, 2014 | ||||||
Cash consideration | $ 5,625 | ||||||
Liabilities assumed | $ 625 | ||||||
Weighted average amortization period of intangible assets | 4 years 2 months 12 days | ||||||
Reported revenues in fiscal year prior to purchase | $ 3,100 | ||||||
Reported loss before income taxes in fiscal year prior to purchase | $ 600 | ||||||
Aerify [Member] | Customer relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period of intangible assets | 5 years | ||||||
Aerify [Member] | Developed technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period of intangible assets | 4 years |
Acquisitions (Summary of Estima
Acquisitions (Summary of Estimated Fair values of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | May. 28, 2015 | Dec. 31, 2014 | Sep. 04, 2014 | Aug. 11, 2014 |
Purchase Price Allocations | |||||
Goodwill | $ 51,288 | $ 40,154 | |||
Strike Ad [Member] | |||||
Purchase Price Allocations | |||||
Cash | $ 100 | ||||
Receivables | 3,500 | ||||
Other current assets | 100 | ||||
Customer relationships | 1,100 | ||||
Developed technology | 4,300 | ||||
Goodwill | 11,100 | ||||
Total assets acquired | 20,200 | ||||
Less liabilities assumed | (9,900) | ||||
Net assets acquired | $ 10,300 | ||||
Pixel [Member] | |||||
Purchase Price Allocations | |||||
Cash | |||||
Receivables | |||||
Other current assets | |||||
Customer relationships | |||||
Developed technology | |||||
Goodwill | $ 500 | ||||
Total assets acquired | $ 500 | ||||
Less liabilities assumed | |||||
Net assets acquired | $ 500 | ||||
Aerify [Member] | |||||
Purchase Price Allocations | |||||
Cash | |||||
Receivables | |||||
Other current assets | |||||
Customer relationships | $ 400 | ||||
Developed technology | 2,100 | ||||
Goodwill | 3,800 | ||||
Total assets acquired | $ 6,300 | ||||
Less liabilities assumed | |||||
Net assets acquired | $ 6,300 |
Acquisitions (Schedule of as Re
Acquisitions (Schedule of as Reported and Pro forma Results of Operations Relating to Acquisitions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
As Reported | ||||
Revenues | $ 40,216 | $ 44,001 | $ 76,975 | $ 82,380 |
Net loss | $ (7,897) | $ (1,642) | (15,842) | (16,060) |
Unaudited Pro Forma, as if the acquisitions had occurred on January 1, 2014 | ||||
Revenue | 80,528 | 88,792 | ||
Net loss | $ (18,161) | $ (19,009) |
Goodwill (Changes In Carrying V
Goodwill (Changes In Carrying Value Of Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | |
Goodwill | |||
Balance at beginning of the period | $ 380,681 | ||
Acquisition of StrikeAd | 11,134 | ||
Balance at end of the period | 391,815 | ||
Accumulated Impairment Losses | |||
Balance at beginning of the period | $ (340,527) | ||
Goodwill impairment loss | $ 98,200 | ||
Balance at end of the period | $ (340,527) | ||
Net Carrying Value | |||
Balance at beginning of the period | 40,154 | ||
Acquisition of StrikeAd | 11,134 | ||
Balance at end of the period | $ 40,154 | $ 51,288 |
Share-based Compensation (Share
Share-based Compensation (Share-based Compensation Expense) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation [Abstract] | ||
DG stock options and RSUs awarded to our employees | $ 2,650 | |
DG share-based awards allocated to us as part of corporate services | 3,817 | |
Sizmek share-based awards granted | $ 1,903 | 1,066 |
Share-based compensation expense related to the stock awards | $ 1,903 | $ 7,533 |
Share-based Compensation (Narra
Share-based Compensation (Narrative) (Details) - Sizmek Plan [Member] - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | |
Share-based Compensation [Line Items] | ||
Unrecognized compensation costs related to unvested RSUs and stock options | $ 7.7 | |
Minimum [Member] | ||
Share-based Compensation [Line Items] | ||
Vesting period | 1 year | 1 year |
Maximum [Member] | ||
Share-based Compensation [Line Items] | ||
Vesting period | 3 years | 3 years |
Restricted Stock Units [Member] | ||
Share-based Compensation [Line Items] | ||
Value of RSUs granted in period | $ 3.4 | $ 2.8 |
Restricted Stock Units [Member] | Performance Based [Member] | ||
Share-based Compensation [Line Items] | ||
Awards granted in period (in shares) | 87,251 | 159,245 |
Restricted Stock Units [Member] | Time Based [Member] | ||
Share-based Compensation [Line Items] | ||
Awards granted in period (in shares) | 361,112 | 192,867 |
Stock options [Member] | ||
Share-based Compensation [Line Items] | ||
Value of stock options granted in period | $ 0.4 | $ 0.6 |
Stock options [Member] | Time Based [Member] | ||
Share-based Compensation [Line Items] | ||
Number of options granted (in shares) | 86,175 | 133,600 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes [Abstract] | ||
Effective tax rate (as a percent) | (3.90%) | 4.90% |
Federal statutory tax rate (as a percent) | 35.00% | |
Maximum interest or penalities related to uncertain tax positions | $ 0.1 | $ 0.1 |
Income Taxes (Changes In Uncert
Income Taxes (Changes In Uncertain Tax Positions) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Changes in uncertain tax positions | ||
Balance at beginning of year | $ 1,507 | $ 1,701 |
Additions for tax positions related to prior years | 39 | |
Balance at end of period | $ 1,546 | $ 1,701 |
Loss per Share (Earnings (Loss)
Loss per Share (Earnings (Loss) Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 07, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Loss per Share [Abstract] | |||||
Net loss | $ (7,897) | $ (1,642) | $ (15,842) | $ (16,060) | |
Weighted average common shares outstanding - basic | 29,549 | 30,399 | 29,666 | 30,399 | |
Dilutive securities | |||||
Weighted average common shares outstanding - diluted | 29,549 | 30,399 | 29,666 | 30,399 | |
Basic loss per common share (in dollars per share) | $ (0.27) | $ (0.05) | $ (0.53) | $ (0.53) | |
Diluted loss per common share (in dollars per share) | $ (0.27) | $ (0.05) | $ (0.53) | $ (0.53) | |
Antidilutive securities not included: | |||||
Stock options and RSUs (in shares) | 1,268 | 864 | 1,266 | 503 | |
Common stock distributed in conjunction with the Spin-Off | 30,400 |
Geographical Information and 48
Geographical Information and Product Categories (Revenues By Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Geographical information [Line Items] | ||||
Revenues | $ 40,216 | $ 44,001 | $ 76,975 | $ 82,380 |
Percentage of revenue attributable to foreign jurisdictions | 47.00% | |||
United States [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | 20,975 | 19,779 | $ 40,575 | 38,541 |
Europe, Middle East and Africa [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | 11,821 | 14,647 | 21,171 | 25,627 |
Asia Pacific [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | 5,177 | 6,339 | 11,071 | 12,412 |
Latin America [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | 1,398 | 2,203 | 2,749 | 3,716 |
North America (excluding U.S.) [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | $ 845 | $ 1,033 | $ 1,409 | $ 2,084 |
Geographical Information and 49
Geographical Information and Product Categories (Revenues By Product Category) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Geographical information [Line Items] | ||||
Revenues | $ 40,216 | $ 44,001 | $ 76,975 | $ 82,380 |
Core products [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | 28,160 | 27,685 | 53,424 | 51,089 |
Rich media [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | 7,485 | 11,755 | 15,113 | 23,177 |
Programmatic managed services [Member] | ||||
Geographical information [Line Items] | ||||
Revenues | $ 4,571 | $ 4,561 | $ 8,438 | $ 8,114 |
Geographical Information and 50
Geographical Information and Product Categories (Long-Lived Assets By Country) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Geographical information [Line Items] | ||
Long-Lived Assets | $ 39,071 | $ 34,036 |
Israel [Member] | ||
Geographical information [Line Items] | ||
Long-Lived Assets | 29,403 | 24,818 |
United States [Member] | ||
Geographical information [Line Items] | ||
Long-Lived Assets | 7,717 | 7,181 |
Other countries [Member] | ||
Geographical information [Line Items] | ||
Long-Lived Assets | $ 1,951 | $ 2,037 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
DG's Expense Allocation to Sizmek | ||
Management and administrative services | $ 637 | |
Merger, integration and other | 4,038 | |
Share-based compensation | 3,817 | |
Total | $ 8,492 |