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 nine months of 2015, this change increased our net loss and loss per share by $2.3 million and $0.08, 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 September 30, 2015 and December 31, 2014 were as follows (in thousands): Description September 30, 2015 December 31, 2014 Current assets of television business: Income tax receivables $ 748 $ 1,943 Trade accounts receivable 9 367 Springbox revenue sharing 200 160 Total $ 957 $ 2,470 Current liabilities of television business: Trade accounts payable $ $ 165 Accrued liabilities 420 230 Total $ 420 $ 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. ASC Topic 815 requires that we recognize derivative instruments as either assets or liabilities in our balance sheet at fair value. These contracts are Level 2 fair value measurements in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss), net of taxes, and reclassified into earnings (various operating expenses) in the same period or periods during which the hedged transaction affects earnings. 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 September 30, 2015, we had $16.2 million notional amount of foreign currency forward contracts and options outstanding that had a net fair value liability balance of $0.1 million ($0.3 million liability, net of a $0.2 million asset). 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 liability at September 30, 2015 is included in accrued liabilities and is expected to be recognized in our results of operations in the next twelve months. The net liability at December 31, 2014 was also 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Hedging gain (loss) recognized in operations $ (24 ) $ 6 $ (71 ) $ 121 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 $1.5 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 nine months ended September 30, 2015 and 2014 were as follows (in thousands): Three Months Ended September 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) Currency Derivatives Unrealized Gains (Losses) on Available for Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at June 30, 2015 $ (2,896 ) $ 276 $ 1,021 $ (1,599 ) Other comprehensive loss before reclassifications (805 ) (403 ) (176 ) (1,384 ) Amounts reclassified out of AOCL 22 22 Net current period activity (805 ) (381 ) (176 ) (1,362 ) Balance at September 30, 2015 $ (3,701 ) $ (105 ) $ 845 $ (2.961 ) Nine Months Ended September 30, 2015 Foreign Currency Translation Unrealized Gains (Losses) 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 loss before reclassifications (1,029 ) (71 ) (410 ) (1,510 ) Amounts reclassified out of AOCL 64 64 Net current period activity (1,029 ) (7 ) (410 ) (1,446 ) Balance at September 30, 2015 $ (3,701 ) $ (105 ) $ 845 $ (2,961 ) Three Months Ended September 30, 2014 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 June 30, 2014 $ (726 ) $ 24 $ 1,800 $ 1,098 Other comprehensive loss before reclassifications (989 ) (18 ) (157 ) (1,164 ) Amounts reclassified out of AOCI (6 ) (6 ) Net current period activity (989 ) (24 ) (157 ) (1,170 ) Balance at September 30, 2014 $ (1,715 ) $ $ 1,643 $ (72 ) Nine Months Ended September 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 loss before reclassifications (517 ) (10 ) (121 ) (648 ) Amounts reclassified out of AOCI (106 ) (106 ) Net current period activity (517 ) (116 ) (121 ) (754 ) Balance at September 30, 2014 $ (1,715 ) $ $ 1,643 $ (72 ) The following table summarizes the reclassifications from AOCI or AOCL to the consolidated and combined statements of operations for the three and nine months ended September 30, 2015 and 2014 (in thousands): Amounts Reclassified out of AOCI or AOCL Three Months Ended 2015 Three Months Ended 2014 Affected Line Items in the Consolidated and Gains (losses) on cash flow hedges: Foreign currency derivatives $ (2 ) $ 1 Cost of revenues Foreign currency derivatives (1 ) Selling and marketing Foreign currency derivatives (13 ) 4 Research and development Foreign currency derivatives (4 ) 1 General and administrative Foreign currency derivatives (4 ) Other, net Total before taxes (24 ) 6 Tax amounts 2 Income (loss) after tax $ (22 ) $ 6 Amounts Reclassified out of AOCI or AOCL Nine Months Ended 2015 Nine Months Ended 2014 Affected Line Items in the Consolidated and Gains (losses) on cash flow hedges: Foreign currency derivatives $ (7 ) $ 12 Cost of revenues Foreign currency derivatives (3 ) 5 Selling and marketing Foreign currency derivatives (47 ) 58 Research and development Foreign currency derivatives (12 ) 16 General and administrative Foreign currency derivatives (2 ) 30 Other, net Total before taxes (71 ) 121 Tax amounts 7 (15 ) Income (loss) after tax $ (64 ) $ 106 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 September 30, Nine Months Ended September 30, Description 2015 2014 2015 2014 Merger and Spin-Off (1) $ $ 471 $ $ 5,209 Severance 1 504 467 1,062 Integration and restructuring costs 1,057 912 2,127 1,867 Acquisition, legal and due diligence fees 33 153 763 191 Write-off (recovery) of TV business net assets (2) 356 (1,819 ) 94 (1,819 ) Total $ 1,447 $ 221 $ 3,451 $ 6,510 (1) - See discussion of Merger and Spin-Off under Separation from Digital Generation, Inc. in Note 1. (2) - Represents an increase (reduction) in expense due to realizing less (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. In August 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09 by one year. is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. 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 September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805)." an acquirer recognizes adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustments are determined. effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period |