Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ELF | |
Entity Registrant Name | e.l.f. Beauty, Inc. | |
Entity Central Index Key | 1,600,033 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 45,257,137 |
Condensed consolidated balance
Condensed consolidated balance sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 21,084 | $ 14,004 |
Accounts receivable, net | 33,931 | 22,475 |
Inventories | 41,308 | 31,261 |
Prepaid expenses and other current assets | 10,065 | 2,978 |
Total current assets | 106,388 | 70,718 |
Property and equipment, net | 15,019 | 9,854 |
Intangible assets, net | 115,074 | 121,282 |
Goodwill | 157,264 | 157,264 |
Deferred tax assets | 14 | 262 |
Other assets | 1,699 | 1,692 |
Total assets | 395,458 | 361,072 |
Current liabilities: | ||
Current portion of long-term debt and capital lease obligations | 4,619 | 10,325 |
Accounts payable | 21,493 | 11,114 |
Accrued expenses and other current liabilities | 32,822 | 13,713 |
Foreign currency forward contracts | 2,369 | 10,702 |
Total current liabilities | 61,303 | 45,854 |
Long-term debt and capital lease obligations | 156,831 | 134,594 |
Deferred tax liabilities | 42,072 | 42,126 |
Other long-term liabilities | 2,498 | 1,601 |
Total liabilities | 262,704 | 224,175 |
Commitments and contingencies (Note 7) | ||
Convertible preferred stock, par value of $0.01 per share; 200,000 shares authorized and 135,041 shares issued and outstanding as of December 31, 2015; liquidation preference of $197,295 as of December 31, 2015; no shares authorized, issued or outstanding as of September 30, 2016 | 197,295 | |
Stockholders' equity (deficit): | ||
Preferred stock, par value of $0.01 per share; no shares authorized, issued or outstanding as of December 31, 2015; 30,000,000 shares authorized as of September 30, 2016; no shares issued and outstanding as of September 30, 2016 | ||
Common stock, par value of $0.01 per share; 13,800,000 and 250,000,000 shares authorized as of December 31, 2015 and September 30, 2016, respectively; 34,493 and 45,255,757 shares issued and outstanding as of December 31, 2015 and September 30, 2016, respectively | 437 | |
Additional paid-in capital | 699,364 | 6,785 |
Accumulated deficit | (567,047) | (67,183) |
Total stockholders' equity (deficit) | 132,754 | (60,398) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 395,458 | $ 361,072 |
Condensed consolidated balance3
Condensed consolidated balance sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 30,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 13,800,000 |
Common stock, shares issued | 45,255,757 | 34,493 |
Common stock, shares outstanding | 45,255,757 | 34,493 |
Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 200,000 | 200,000 |
Convertible preferred stock, shares issued | 0 | 135,041 |
Convertible preferred stock, shares outstanding | 0 | 135,041 |
Convertible preferred stock, Liquidation Preference | $ 0 | $ 197,295 |
Condensed consolidated statemen
Condensed consolidated statements of operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 56,312 | $ 50,783 | $ 153,132 | $ 125,977 |
Cost of sales | 23,834 | 24,781 | 66,217 | 60,677 |
Gross profit | 32,478 | 26,002 | 86,915 | 65,300 |
Selling, general, and administrative expenses | 31,002 | 19,498 | 78,807 | 50,666 |
Operating income | 1,476 | 6,504 | 8,108 | 14,634 |
Other income (expense), net | 288 | (4,172) | 2,253 | (917) |
Interest expense, net | (5,192) | (3,194) | (11,588) | (9,475) |
Income (loss) before provision for income taxes | (3,428) | (862) | (1,227) | 4,242 |
Income tax benefit (provision) | 1,051 | 114 | (61) | (2,312) |
Net income (loss) | (2,377) | (748) | (1,288) | 1,930 |
Comprehensive income | $ (2,377) | $ (748) | $ (1,288) | $ 1,930 |
Net loss per share - basic (Note 9): | $ (73.13) | $ (154.42) | $ (234.34) | $ (276.81) |
Net loss per share - diluted (Note 9): | $ (73.13) | $ (154.42) | $ (234.34) | $ (276.81) |
Weighted average number of shares outstanding - basic (Note 9): | 5,109,016 | 30,443 | 2,151,324 | 28,553 |
Weighted average number of shares outstanding - diluted (Note 9): | 5,109,016 | 30,443 | 2,151,324 | 28,553 |
Condensed consolidated stateme5
Condensed consolidated statements of preferred stock and stockholders' equity (unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Preferred stock | Common stock | Employee note receivable | Additional paid-in capital | Retained earnings (accumulated deficit) |
Beginning balance at Dec. 31, 2015 | $ (60,398) | $ 6,785 | $ (67,183) | |||
Beginning balance at Dec. 31, 2015 | $ 197,295 | |||||
Beginning balance (in shares) at Dec. 31, 2015 | 34,493 | |||||
Beginning balance (in shares) at Dec. 31, 2015 | 135,041 | |||||
Net income (loss) | (1,288) | (1,288) | ||||
Stock-based compensation | 5,589 | 5,589 | ||||
Dividend paid | (72,060) | (9,801) | (62,259) | |||
Issuance of employee note receivable | (11,932) | $ (11,932) | ||||
Accrued interest on employee note receivable | (39) | 39 | ||||
Repayment of employee note receivable | 11,971 | $ 11,971 | ||||
Convertible preferred stock accretion | (436,317) | $ 436,317 | (436,317) | |||
Conversion of preferred stock | 633,612 | $ (633,612) | $ 372 | 633,240 | ||
Conversion of preferred stock (in shares) | (135,041) | 37,271,375 | ||||
Issuance of common stock upon initial public offering | 63,240 | $ 40 | 63,200 | |||
Issuance of common stock upon initial public offering (in shares) | 4,000,000 | |||||
Vesting of early exercised stock options | 7,859 | $ 22 | 7,837 | |||
Vesting of early exercised stock options (in shares) | 2,169,003 | |||||
Exercise of stock options | 794 | $ 3 | 791 | |||
Exercise of stock options (in shares) | 258,060 | |||||
Write-off of deferred offering costs | (8,316) | (8,316) | ||||
Ending balance at Sep. 30, 2016 | $ 132,754 | $ 437 | $ 699,364 | $ (567,047) | ||
Ending balance (in shares) at Sep. 30, 2016 | 43,732,931 |
Condensed consolidated stateme6
Condensed consolidated statements of cash flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,288) | $ 1,930 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of intangible assets | 6,209 | 6,177 |
Depreciation of property and equipment | 3,369 | 1,215 |
Stock-based compensation expense | 5,589 | 356 |
Amortization of debt issuance costs and discount on debt | 1,504 | 802 |
Deferred income taxes | 193 | (2,836) |
Debt prepayment penalty | 400 | |
Loss on disposal of fixed assets | 235 | |
Compensation expense paid to seller | 489 | |
Loss/(gain) on foreign currency forward contracts | (8,333) | 1,336 |
Other, net | (93) | 23 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,503) | 7,247 |
Inventories | (9,907) | (19,714) |
Prepaid expenses and other assets | (8,315) | (2,212) |
Accounts payable and accrued expenses | 23,592 | 8,797 |
Other liabilities | 897 | 482 |
Due to related parties | (731) | |
Net cash provided by operating activities | 2,549 | 3,361 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (5,553) | (7,812) |
Proceeds from sale of property and equipment | 84 | |
Acquisition of intangible assets | (100) | |
Net cash used in investing activities | (5,469) | (7,912) |
Cash flows from financing activities: | ||
Proceeds from revolving line of credit | 5,500 | 25,400 |
Repayment of revolving line of credit | (13,200) | (22,250) |
Deferred offering costs paid | (5,574) | |
Proceeds from long term debt | 62,294 | |
Repayment of long term debt | (42,369) | (1,969) |
Cash received from issuance of common stock | 64,034 | 25 |
Proceeds from repayment of employee note receivable | 7,912 | |
Dividend paid | (68,000) | |
Debt prepayment penalty | (400) | |
Other, net | (197) | |
Net cash provided by financing activities | 10,000 | 1,206 |
Net increase / (decrease) in cash | 7,080 | (3,345) |
Cash - beginning of period | 14,004 | 4,668 |
Cash - end of period | 21,084 | 1,323 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 9,953 | 8,552 |
Cash paid for income taxes | 7,506 | 5,002 |
Supplemental disclosure of noncash investing and financing activities: | ||
Accretion of preferred stock to maximum redemption value | 436,317 | 9,834 |
Deferred offering costs included in accounts payable and accrued expenses | 2,350 | |
Property and equipment acquired under capital leases | 3,000 | |
Property and equipment purchases included in accounts payable and accrued expenses | 300 | $ 111 |
Vesting of shares related to early exercise of common stock options | 7,859 | |
Note receivable issued to finance early exercise of common stock | (11,971) | |
Net repayment of note receivable with dividend proceeds | $ 4,060 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of operations | Note 1 ̶ Nature of operations e.l.f. Beauty, Inc. and subsidiaries (the “Company,” “we,” “us,” “its” and “our”) was formed as a Delaware corporation on December 20, 2013 under the name J.A. Cosmetics Holdings, Inc. In April 2016, the Company changed its name to e.l.f. Beauty, Inc. The Company and its subsidiaries conduct business under the name e.l.f. Cosmetics, and offer high-quality, prestige-inspired products for eyes, lips and face to consumers through its retail customers, e.l.f. stores and e-commerce channels. On September 19, 2016, the Company amended and restated its certificate of incorporation to effect a 2.76:1 forward stock split of the Company’s common stock, increase the number of shares of common stock authorized for issuance to 250.0 million, provide for conversion of preferred stock into common stock prior to an initial public offering and at a ratio that has been adjusted to reflect the effects of the stock split and to address a variety of other corporate governance matters. There was no change in the par value of the Company’s common stock. All common shares, stock options and per share information presented in the financial statements have been adjusted to reflect the stock split on a retroactive basis for all periods presented. Recapitalization In conjunction with the Company’s acquisition of e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.) (together with its subsidiaries, the “Predecessor”) on January 31, 2014, the Company entered into a five-year, senior secured credit agreement (as amended, the “Senior Secured Credit Facility”) with a syndicate consisting of several large financial institutions. The Senior Secured Credit Facility originally consisted of a $20.0 million revolving line of credit (the “Revolving Credit Facility”) and a $105.0 million term loan facility (the “Term Loan Facility”). In conjunction with the Company’s entry into the Senior Secured Credit Facility, and as amended in conjunction with the special dividend declared on June 7, 2016 as described below, the Company entered into a second lien credit agreement (as amended, the “Second Lien Credit Facility”) that provided a $40.0 million second lien term loan (the “Second Lien Term Loan”). On June 7, 2016, the Company incurred an incremental $64.0 million in term loan borrowings under the Senior Secured Credit Facility to fund, in part, the payment of a $72.0 million special dividend to stockholders, and increased the total availability under the Revolving Credit Facility to $25.0 million. In connection with the incremental borrowings, certain covenants were amended to reflect the increased leverage. All common stockholders, including individuals that received shares of restricted common stock in connection with the early exercise of certain unvested stock options, received a dividend of $1.79 per share. The $4.1 million dividend paid to restricted common stockholders was immediately used to pay down outstanding notes receivable from such common stockholders pursuant to the underlying recourse note agreements. Accordingly, the net cash outflow related to the dividend was $68.0 million. Finally, in connection with the special dividend, the Company modified all stock options outstanding and reduced the exercise price by $1.79 per share in order to protect the option holders from dilution that would have otherwise resulted from the dividend recapitalization transaction. This constituted a modification in accordance with Accounting Standards Codification ("ASC") 718, Compensation-stock compensation Initial public offering On September 27, 2016, the Company completed the initial public offering of 9,583,333 shares of its common stock, including the underwriters’ overallotment option, at an initial offering price of $17.00 per share, for aggregate gross proceeds of $162.9 million. Existing stockholders of the Company sold 5,583,333 shares of common stock in the initial public offering. The Company received net proceeds of $54.9 million, after deducting underwriting discounts and commissions and other offering expenses, including offering expenses paid prior to the initial public offering. As part of the initial public offering, the outstanding shares of convertible preferred stock were converted into an aggregate of 37,271,375 shares of common stock. The shares offered and sold in the initial public offering were registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on September 21, 2016. The common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol "ELF." |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 ̶ Summary of significant accounting policies Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2016, and its results of operations for the three and nine months ended September 30, 2016, and cash flows for the nine months ended September 30, 2016. The condensed consolidated balance sheet at December 31, 2015, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 and related notes included in the Company’s prospectus filed with the SEC on September 22, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. Use of estimates The preparation of financial statements in conformity with US 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. Actual results could differ from those estimates. Segment reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Utilizing these criteria, the Company manages its business on the basis of one operating segment and one reportable segment. Significant accounting policies The Company made no significant changes in the application of its significant accounting policies that were disclosed in Note 2, “Summary of significant accounting policies,” to the audited consolidated financial statements as of and for the year ended December 31, 2015 included in the Prospectus. The Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited consolidated financial statements included in the Prospectus. Recent accounting pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s financial statements: Standard Description Date of expected adoption/adoption Effect on the financial statements or other significant matters Standards that are not yet adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. January 1, 2018 The Company is currently evaluating the alternative methods of adoption and the effect on its financial statements and related disclosures. ASU 2015-14 , Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2015, the FASB issued ASU 2015-14, which deferred the effective date from annual periods beginning on or after December 15, 2016 to annual periods beginning on or after December 15, 2017. ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12. These standards provide supplemental adoption guidance and clarification to ASU 2014-09, and must be adopted concurrently with the adoption of ASU 2014-09. ASU 2016-02, Leases (Topic 842) The standard will require lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard. It requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application. January 1, 2019 The Company is currently evaluating the effect of the standard on its financial statements and related disclosures. Standards that were adopted ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period The standard will require that a performance target in a share-based payment award that affects vesting and that can be achieved after the requisite service period is completed to be accounted for as a performance condition. Compensation cost would be recognized in the period in which it becomes probable that the performance target will be achieved, and the amount of compensation cost recognized should be based on the portion of the service period fulfilled. The standard may be adopted either prospectively or retrospectively as of the effective date. January 1, 2016 The Company prospectively adopted this standard in the first quarter of 2016. The standard had no effect on the Company’s consolidated financial statements, as its historical practice complies with the new requirements. ASU 2016-09, Improvements to Employee Share-Based Payment Accounting The standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. January 1, 2016 The Company early adopted this standard in the first quarter of 2016. The amendments were applied on a modified retrospective basis, except for amendments requiring recognition of excess tax benefits and deficiencies in the income statement, which was applied prospectively. The standard did not have a material effect on the Company’s consolidated financial statements. ASU 2016-15, Classification of certain cash receipts and cash payments The standard provides specific guidance intended to reduce diversity in practice around eight cash flow statement classification issues. July 1, 2016 The Company early adopted this standard in the third quarter of 2016. The amendments were applied on a retrospective basis. The standard did not have any effect on the Company’s consolidated financial statements. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative instruments | Note 3 ̶ Derivative instruments The Company generally uses forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on contracts with its suppliers in China for future purchases of inventories denominated in Chinese renminbi (“RMB”). The Company generally does not hedge the net assets of its international subsidiaries. All forward contracts are recorded at fair value on the consolidated balance sheet at the end of each reporting period. The Company does not enter into derivative instruments for non-risk management purposes. Realized and unrealized gains (losses) from forward contracts are recognized in other income (expense) in the condensed consolidated statements of operations and were ($5.1 million) and ($2.6 million) in the three and nine months ended September 30, 2015, respectively, and $0.2 million and $1.5 million in the three and nine months ended September 30, 2016, respectively. The table below details outstanding foreign currency forward contracts where the notional value is determined using contract exchange rates (in thousands): December 31, 2015 September 30, 2016 Notional value Fair value Notional value Fair value Foreign currency contracts 148,978 (10,702 ) 33,500 (2,369 ) The Company's derivative transactions are governed by ISDA Master Agreements, which include provisions governing the setoff of assets and liabilities between the parties. When the Company has more than one outstanding derivative transaction with a single counterparty, the setoff provisions contained within these agreements generally allow the non-defaulting party the right to reduce its liability to the defaulting party by amounts eligible for setoff as well as eligible offsetting transactions with that counterparty, irrespective of the currency, place of payment, or booking office. The Company’s policy is to present its derivative assets and derivative liabilities on the consolidated balance sheets on a net basis. As of December 31, 2015 and September 30, 2016, all of the Company's derivative instruments were in a net liability position. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 4 ̶ Fair value measurements Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – Inputs that are unobservable (for example, cash flow modeling inputs based on management’s assumptions) The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value of the Company’s foreign currency forward contracts is based on market prices obtained from independent brokers or determined using quantitative models that use as their basis readily observable market parameters that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. The gross carrying amounts of the Company’s long-term debt, before reduction of the debt issuance costs, and capital lease obligations approximate their fair values as the stated rates approximate market rates for loans with similar terms. The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy at December 31, 2015 (in thousands): Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial liabilities: Foreign currency forward contracts $ 10,702 $ — $ 10,702 $ — Long-term debt, including current portion (1) 148,106 — 148,106 — Total financial liabilities $ 158,808 $ — $ 158,808 $ — (1) The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy at September 30, 2016 (in thousands): Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial liabilities: Foreign currency forward contracts $ 2,369 $ — $ 2,369 $ — Long-term debt, including current portion (1) 163,385 — 163,385 — Total financial liabilities $ 165,754 $ — $ 165,754 $ — ( 1) The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 2 for any of the periods presented. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Note 5 ̶ Goodwill and intangible assets Information regarding the Company’s goodwill and intangible assets as of December 31, 2015, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (13,187 ) $ 55,613 Customer relationships – e-commerce 3 years 3,900 (2,436 ) 1,464 Favorable leases, net Varies 580 (175 ) 405 Total finite-lived intangibles 73,280 (15,798 ) 57,482 Trademarks Indefinite 63,800 — 63,800 Goodwill 157,264 — 157,264 Total goodwill and other intangibles $ 294,344 $ (15,798 ) $ 278,546 Information regarding the Company’s goodwill and intangible assets as of September 30, 2016, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (18,347 ) $ 50,453 Customer relationships – e-commerce 3 years 3,900 (3,411 ) 489 Favorable leases, net Varies 580 (248 ) 332 Total finite-lived intangibles 73,280 (22,006 ) 51,274 Trademarks Indefinite 63,800 — 63,800 Goodwill 157,264 — 157,264 Total goodwill and other intangibles $ 294,344 $ (22,006 ) $ 272,338 Amortization expense related to intangible assets was $2.1 million and $6.2 million in the three and nine months ended September 30, 2015, respectively, and $2.1 million and $6.2 million in the three and nine months ended September 30, 2016, respectively. Trademark assets have been classified as indefinite-lived intangible assets and accordingly, are not subject to amortization. Future amortization expense for intangible assets as of September 30, 2016 is as follows (in thousands): Remainder of 2016 $ 2,071 2017 7,121 2018 7,007 2019 6,982 2020 6,880 Thereafter 21,213 Total $ 51,274 No impairments of goodwill or intangible assets were recorded in the nine months ended September 30, 2015 and 2016. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 ̶ Debt The Company’s outstanding debt as of December 31, 2015 and September 30, 2016 consisted of the following (in thousands): December 31, 2015 September 30, 2016 Debt: Revolving credit facility (1) $ 7,700 $ - Term loan (1) 100,406 160,530 Second lien term loan (2) 40,000 - Capital lease obligations (3) — 2,855 Total debt 148,106 163,385 Less: debt issuance costs (3,187 ) (1,935 ) Total debt, net of issuance costs 144,919 161,450 Less: current portion (10,325 ) (4,619 ) Long-term portion of debt $ 134,594 $ 156,831 (1) (2) (3) Extinguishment of Second Lien Term Loan In September 2016, the Company used a portion of the proceeds from the initial public offering to repay the entire outstanding balance of the Second Lien Term Loan. In connection with this extinguishment of debt, the Company incurred a $0.4 million prepayment penalty and wrote off $0.5 million in unamortized debt issuance costs attributable to the Second Lien Term Loan. Three months ended September 30, Nine months ended September 30, 2015 2016 2015 2016 Interest on term loan debt $ 2,762 $ 3,750 $ 8,237 $ 9,474 Amortization of debt issuance costs 266 425 829 996 Loss on extinguishment of debt - 932 - 932 Interest on revolving line of credit 168 84 443 152 Other (1 ) - (33 ) - Interest expense, net $ 3,195 $ 5,191 $ 9,476 $ 11,554 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 7 ̶ Commitments and contingencies Operating leases The Company leases office, retail and warehouse space in New York, New Jersey, California and China from third parties under non-cancelable operating leases that provide for minimum base rental payments (excluding taxes and other charges). The leases expire between 2018 and 2026. Total rent expense was $0.8 million and $2.2 million for the three and nine months ended September 30, 2015, respectively and $1.0 million and $2.9 million for the three and nine months ended September 30, 2016, respectively. Future minimum lease payments under the operating leases are as follows (in thousands): Remainder of 2016 $ 1,030 2017 4,362 2018 4,287 2019 4,185 2020 3,725 Thereafter 12,912 Total $ 30,501 Legal contingencies From time to time, the Company may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. Management is not currently aware of any matters that it expects will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | Note 8 ̶ Stock-based compensation Early exercise of stock options Stock options granted pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permit certain management-level option holders and directors to elect to exercise unvested options prior to vesting (“early exercise”). In the event of termination of the option holder’s employment or directorship, all unvested shares issued upon the early exercise, so long as they remain unvested, are subject to repurchase by the Company at the lower of the original exercise price or the fair market value of a share of common stock on the date of termination. Consistent with authoritative guidance, early exercises are not considered substantive exercises for accounting purposes. Cash received for the exercise of unvested options is recorded as a liability, which is released to additional paid-in capital at each reporting date as the shares vest. During the nine months ended September 30, 2016, 3,420,243 options were early exercised prior to vesting. From the date of exercise through September 30, 2016, 1,869,817 options subject to early exercise vested and 27,600 options subject to early exercise were forfeited and repurchased by the Company in connection with the resignation of a Board member. As of September 30, 2016, the Company recorded a liability of $4.1 million related to 1,522,826 shares that remained subject to a potential repurchase obligation of the Company. These shares are expected to vest within the next twelve months. Accordingly, the liability In connection with certain of these early exercises, the Company extended loans to certain key management personnel (the “Debtors”) totaling $10.4 million (the “2016 Notes”). The 2016 Notes served as financing for the Debtors’ exercises of previously issued stock options. The 2016 Notes were secured by the underlying shares and were full recourse to the respective Debtor’s personal assets. The 2016 Notes carried interest at between 0.75% and 0.81% per annum, due semi-annually, and matured in January 2018 or earlier upon the occurrence of certain events specified in the 2016 Note agreements. Amounts due from employees in relation to the 2016 Notes were recorded as a reduction in stockholders’ equity. Upon early exercise, the option holders received shares of restricted common stock and as such, participated in the June 2016 special dividend. Pursuant to the terms of the 2016 Notes, the proceeds from the dividend of $4.1 million were required to be used to pay down the outstanding principal balance. In July 2016, the Company provided an additional loan totaling $1.5 million (the “July 2016 Add-On Note”) to one of the Debtors to finance the exercise of an additional 808,028 options at an exercise price of $1.84 per option. The July 2016 Add-On Note carried interest at 0.71% per annum, due semi-annually, and matured in July 2018 or earlier upon the occurrence of certain events specified in the Note agreement. All other terms and conditions of the July 2016 Add-On Note were identical to the 2016 Notes. Amounts due from this employee in relation to the July 2016 Add-On Notes were recorded as a reduction in stockholders’ equity. Upon early exercise, the option holder received shares of restricted common stock. In August 2016, the Debtors repaid the remaining balance of $7.9 million, including accrued interest, in full. Stock option modification In June 2016, the Company modified all stock options outstanding and reduced the exercise price by $1.79 per share in order to protect the option holders from dilution that would have otherwise resulted from the dividend recapitalization transaction. A total of 43 individuals, including three board members, held options that were modified. As the Company was not obligated to provide anti-dilution protection under the 2014 Plan, this constituted a modification, as defined by ASC 718 Compensation-stock compensation Initial public offering grant In connection with the initial public offering, the Company adopted the 2016 Equity Incentive Award Plan (the “2016 Plan”), which became effective immediately prior to the effectiveness of the Company’s registration statement filed on Form S-1. Under the 2016 Plan, an aggregate of 5,430,690 shares of the Company’s common stock are reserved for issuance pursuant to stock-based compensation awards. Any options currently outstanding under the 2014 Plan that are subsequently forfeited or lapse unexercised will increase the shares of the Company’s common stock reserved for issuance under the 2016 Plan, up to a maximum of 4,341,200 additional shares. Immediately prior to the effectiveness of the Company’s registration statement filed on Form S-1, the Company granted 596,217 restricted stock units (“RSUs”) and, upon pricing of the IPO, the Company granted options to purchase 1,250,517 shares of the Company’s common stock to certain officers, employees and directors under the 2016 Plan. Each option has an exercise price per share equal to the initial public offering price. Service-based options The following table summarizes the activities for service-based stock options for the nine months ended September 30, 2016: Options outstanding Weighted-average exercise price (1) Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2015 3,997,502 $ 3.66 Granted 1,872,897 13.58 Exercised (2,427,063 ) 3.61 Forfeited (202,860 ) 3.79 Cancelled (41,400 ) 3.62 Balance as of September 30, 2016 3,199,076 $ 8.54 9.2 $ 62,651 Exercisable, September 30, 2016 1,167,480 $ 1.84 8.0 $ 30,685 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair market value of a share of common stock of $28.12 on September 30, 2016. Stock-based compensation cost related to service-based options was $0.1 million and $0.3 million in the three and nine months ended September 30, 2015, respectively, and $2.6 million and $3.7 million in the three and nine months ended September 30, 2016, respectively. A portion of the stock-based compensation cost recognized in the three and nine months ended September 30, 2016 relates to service-based options for which all future vesting was accelerated upon the initial public offering. The remaining unamortized compensation cost for such options was recognized in the three months ended September 30, 2016. All stock-based compensation expense is recorded in selling, general and administrative expenses. As of September 30, 2016, there was $10.1 million in unrecognized stock-based compensation cost related to unvested service-based stock options, which is expected to be recognized over a weighted-average period of 4.1 years. Performance-based options For the Company’s performance-based options, in addition to the service condition, the ultimate number of shares to be earned depends on the achievement of both a performance and market condition. The performance condition is based on the occurrence of a liquidity event (e.g., initial public offering or change-in-control transaction). The market condition is based upon the achievement of a minimum rate of return from the liquidity event. The following table summarizes the activities for performance-based stock options for the nine months ended September 30, 2016: Options outstanding Weighted-average exercise price (1) Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2015 4,848,869 $ 3.64 Granted 276,690 6.69 Exercised — — Forfeited (1,217,692 ) 3.63 Cancelled (23,460 ) 3.62 Balance as of September 30, 2016 3,884,407 $ 2.45 8.0 $ 98,278 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair market value of a share of common stock of $28.12 on September 30, 2016. In regards to the performance condition, if a liquidity event occurred on or prior to January 31, 2016, an additional number of options would have vested, assuming the minimum rate of return was achieved. During the nine months ended September 30, 2016, a total of 919,611 performance-based options did not vest and were forfeited because a liquidity event did not occur on or prior to January 31, 2016. The remaining forfeitures occurred in connection with the termination of employment of certain employees. In the three months ended September 30, 2016, the Company recognized $1.5 million in stock-based compensation cost related to performance-based options as the performance condition was satisfied upon the initial public offering. The performance-based options vest upon achievement of a minimum rate of return from the liquidity event, which will first be measured in March 2017 and holders of performance-based vesting options must remain employed as of the measurement date. As such, there was $0.6 million in unrecognized stock-based compensation cost related to performance-based stock options as of September 30, 2016, which is expected to be recognized over a weighted-average period of 0.5 years. Restricted stock units The following table summarizes the activities for restricted stock units for the nine months ended September 30, 2016: Restricted stock units outstanding Weighted-average grant date fair value Balance as of December 31, 2015 - $ - Granted 596,217 17.00 Vested - - Forfeited - - Cancelled - - Balance as of September 30, 2016 596,217 $ 17.00 Stock-based compensation cost related to restricted stock units was $0.1 million in the three months ended September 30, 2016. As of September 30, 2016, there was $10.1 million in unrecognized stock-based compensation cost related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 4.0 years. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net income (loss) per share | Note 9 ̶ Net income (loss) per share The Company computes basic earnings per share using the weighted average number of common shares outstanding. As the Company incurred a net loss attributable to common stockholders during both the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2016, basic and diluted weighted average shares outstanding are the same. A portion of the net loss attributable to common stockholders reflects the accretion of preferred stock to the maximum redemption value. As of September 30, 2016, all outstanding shares of convertible preferred stock converted to common stock and the accreted value was reclassified into common stock and additional paid-in capital. The following is a reconciliation of the numerator and denominator in the basic and diluted net income (loss) per common share computations (in thousands, except share and per share data): Three months ended September 30, Nine months ended September 30, 2015 2016 2015 2016 Numerator: Net income (loss) $ (748 ) $ (2,377 ) $ 1,930 $ (1,288 ) Adjustments to numerator: Dividend paid to preferred stockholders - - - (66,531 ) Accretion of convertible preferred stock to maximum redemption value (3,953 ) (371,228 ) $ (9,834 ) (436,317 ) Net loss attributable to common stockholders - basic and diluted $ (4,701 ) $ (373,605 ) $ (7,904 ) $ (504,136 ) Denominator: Weighted average number of common shares outstanding - basic 30,443 5,109,016 28,553 2,151,324 Weighted average number of common shares outstanding - diluted 30,443 5,109,016 28,553 2,151,324 Net income (loss) per share: Basic $ (154.42 ) $ (73.13 ) $ (276.81 ) $ (234.34 ) Diluted $ (154.42 ) $ (73.13 ) $ (276.81 ) $ (234.34 ) Anti-dilutive securities excluded from diluted EPS: Service-based stock options 4,048,839 3,199,076 4,048,839 3,199,076 Performance-based stock options 4,751,594 3,884,407 4,751,594 3,884,407 Restricted stock units - 596,217 - 596,217 Total 8,800,433 7,679,700 8,800,433 7,679,700 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10–Income taxes We estimate our annual effective income tax rate at the end of each quarterly period. This estimate takes into account the mix of expected income or loss before income taxes by tax jurisdiction and enacted changes in tax laws. Our quarterly tax provision and quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors including having to forecast income or loss before income taxes by jurisdictions for the full year prior to the completion of the full year, changes in non-deductible expenses or discrete items, as well as the actual amount of income or loss before income taxes. For example, the impact of discrete items on our effective tax rate is greater when income or loss before income taxes is lower. The effective tax rate for the three and nine months ended September 30, 2015, was 13.4% and 54.4%, respectively, compared to 30.7% and (5.0%) for the three and nine months ended September 30, 2016, respectively. The change in the Company's effective tax rate for the three and nine months ended September 30, 2016 was primarily due to changes in the actual amount of pre-tax income or loss generated in each period, as well as the impact of discrete items, such as stock option exercises, which generated a tax benefit of $1.7 million in the three months ended September 30, 2016 and changes in the valuation of the Company's deferred tax assets and liabilities, which generated tax expense of $2.1 million in the three months ended September 30, 2016. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 ̶ Related party transactions During the three and nine months ended September 30, 2015, the Company incurred $0.3 million and $0.7 million, respectively, in management and consulting fees to its majority stockholder, TPG Growth II Management, LLC (“TPG” or the “Sponsor”). During the three and nine months ended September 30, 2016, the Company incurred $0.4 million and $0.9 million, respectively, in management and consulting fees to TPG. The amounts due to TPG as of September 30, 2015 and September 30, 2016 were $0.1 million and $0.3 million, respectively. As disclosed in Note 8, during the nine months ended September 30, 2016, the Company extended loans to certain key management personnel totaling $12.0 million, which were repaid in full as of September 30, 2016. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 12 ̶ Subsequent events In October 2016, the Company entered into a new office facility lease agreement with a minimum future lease commitment amount of $2.3 million. The Company plans to vacate a previously leased office facility and has entered into a sublease agreement with a related party for that space. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2016, and its results of operations for the three and nine months ended September 30, 2016, and cash flows for the nine months ended September 30, 2016. The condensed consolidated balance sheet at December 31, 2015, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 and related notes included in the Company’s prospectus filed with the SEC on September 22, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Prospectus”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with US 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. Actual results could differ from those estimates. |
Segment reporting | Segment reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Utilizing these criteria, the Company manages its business on the basis of one operating segment and one reportable segment. |
Recent accounting pronouncements | Recent accounting pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s financial statements: Standard Description Date of expected adoption/adoption Effect on the financial statements or other significant matters Standards that are not yet adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. January 1, 2018 The Company is currently evaluating the alternative methods of adoption and the effect on its financial statements and related disclosures. ASU 2015-14 , Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2015, the FASB issued ASU 2015-14, which deferred the effective date from annual periods beginning on or after December 15, 2016 to annual periods beginning on or after December 15, 2017. ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12. These standards provide supplemental adoption guidance and clarification to ASU 2014-09, and must be adopted concurrently with the adoption of ASU 2014-09. ASU 2016-02, Leases (Topic 842) The standard will require lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard. It requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application. January 1, 2019 The Company is currently evaluating the effect of the standard on its financial statements and related disclosures. Standards that were adopted ASU 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period The standard will require that a performance target in a share-based payment award that affects vesting and that can be achieved after the requisite service period is completed to be accounted for as a performance condition. Compensation cost would be recognized in the period in which it becomes probable that the performance target will be achieved, and the amount of compensation cost recognized should be based on the portion of the service period fulfilled. The standard may be adopted either prospectively or retrospectively as of the effective date. January 1, 2016 The Company prospectively adopted this standard in the first quarter of 2016. The standard had no effect on the Company’s consolidated financial statements, as its historical practice complies with the new requirements. ASU 2016-09, Improvements to Employee Share-Based Payment Accounting The standard simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. January 1, 2016 The Company early adopted this standard in the first quarter of 2016. The amendments were applied on a modified retrospective basis, except for amendments requiring recognition of excess tax benefits and deficiencies in the income statement, which was applied prospectively. The standard did not have a material effect on the Company’s consolidated financial statements. ASU 2016-15, Classification of certain cash receipts and cash payments The standard provides specific guidance intended to reduce diversity in practice around eight cash flow statement classification issues. July 1, 2016 The Company early adopted this standard in the third quarter of 2016. The amendments were applied on a retrospective basis. The standard did not have any effect on the Company’s consolidated financial statements. |
Derivative Instruments - Summar
Derivative Instruments - Summary of Outstanding Foreign Currency Forward Contracts (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Foreign Currency Forward Contracts | The table below details outstanding foreign currency forward contracts where the notional value is determined using contract exchange rates (in thousands): December 31, 2015 September 30, 2016 Notional value Fair value Notional value Fair value Foreign currency contracts 148,978 (10,702 ) 33,500 (2,369 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Liabilities | The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy at December 31, 2015 (in thousands): Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial liabilities: Foreign currency forward contracts $ 10,702 $ — $ 10,702 $ — Long-term debt, including current portion (1) 148,106 — 148,106 — Total financial liabilities $ 158,808 $ — $ 158,808 $ — (1) The following table sets forth the fair value of the Company’s financial liabilities by level within the fair value hierarchy at September 30, 2016 (in thousands): Fair value measurements using Fair value Level 1 Level 2 Level 3 Financial liabilities: Foreign currency forward contracts $ 2,369 $ — $ 2,369 $ — Long-term debt, including current portion (1) 163,385 — 163,385 — Total financial liabilities $ 165,754 $ — $ 165,754 $ — ( 1) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Information Regarding Company's Goodwill and Intangible Assets | Information regarding the Company’s goodwill and intangible assets as of December 31, 2015, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (13,187 ) $ 55,613 Customer relationships – e-commerce 3 years 3,900 (2,436 ) 1,464 Favorable leases, net Varies 580 (175 ) 405 Total finite-lived intangibles 73,280 (15,798 ) 57,482 Trademarks Indefinite 63,800 — 63,800 Goodwill 157,264 — 157,264 Total goodwill and other intangibles $ 294,344 $ (15,798 ) $ 278,546 Information regarding the Company’s goodwill and intangible assets as of September 30, 2016, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (18,347 ) $ 50,453 Customer relationships – e-commerce 3 years 3,900 (3,411 ) 489 Favorable leases, net Varies 580 (248 ) 332 Total finite-lived intangibles 73,280 (22,006 ) 51,274 Trademarks Indefinite 63,800 — 63,800 Goodwill 157,264 — 157,264 Total goodwill and other intangibles $ 294,344 $ (22,006 ) $ 272,338 |
Future Amortization Expense for Intangible Assets | Future amortization expense for intangible assets as of September 30, 2016 is as follows (in thousands): Remainder of 2016 $ 2,071 2017 7,121 2018 7,007 2019 6,982 2020 6,880 Thereafter 21,213 Total $ 51,274 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt | The Company’s outstanding debt as of December 31, 2015 and September 30, 2016 consisted of the following (in thousands): December 31, 2015 September 30, 2016 Debt: Revolving credit facility (1) $ 7,700 $ - Term loan (1) 100,406 160,530 Second lien term loan (2) 40,000 - Capital lease obligations (3) — 2,855 Total debt 148,106 163,385 Less: debt issuance costs (3,187 ) (1,935 ) Total debt, net of issuance costs 144,919 161,450 Less: current portion (10,325 ) (4,619 ) Long-term portion of debt $ 134,594 $ 156,831 (1) (2) (3) |
Schedule of Components of Interest Expense | The components of interest expense for the three and nine months ended September 30, 2015 and September 30, 2016 are as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2015 2016 2015 2016 Interest on term loan debt $ 2,762 $ 3,750 $ 8,237 $ 9,474 Amortization of debt issuance costs 266 425 829 996 Loss on extinguishment of debt - 932 - 932 Interest on revolving line of credit 168 84 443 152 Other (1 ) - (33 ) - Interest expense, net $ 3,195 $ 5,191 $ 9,476 $ 11,554 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments under Operating Leases | Future minimum lease payments under the operating leases are as follows (in thousands): Remainder of 2016 $ 1,030 2017 4,362 2018 4,287 2019 4,185 2020 3,725 Thereafter 12,912 Total $ 30,501 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Summary of Activities for Restricted Stock Units | The following table summarizes the activities for restricted stock units for the nine months ended September 30, 2016: Restricted stock units outstanding Weighted-average grant date fair value Balance as of December 31, 2015 - $ - Granted 596,217 17.00 Vested - - Forfeited - - Cancelled - - Balance as of September 30, 2016 596,217 $ 17.00 |
Service-based Stock Options | |
Summary of Activities for Stock Options | The following table summarizes the activities for service-based stock options for the nine months ended September 30, 2016: Options outstanding Weighted-average exercise price (1) Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2015 3,997,502 $ 3.66 Granted 1,872,897 13.58 Exercised (2,427,063 ) 3.61 Forfeited (202,860 ) 3.79 Cancelled (41,400 ) 3.62 Balance as of September 30, 2016 3,199,076 $ 8.54 9.2 $ 62,651 Exercisable, September 30, 2016 1,167,480 $ 1.84 8.0 $ 30,685 (1) |
Performance-based Stock Options | |
Summary of Activities for Stock Options | The following table summarizes the activities for performance-based stock options for the nine months ended September 30, 2016: Options outstanding Weighted-average exercise price (1) Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2015 4,848,869 $ 3.64 Granted 276,690 6.69 Exercised — — Forfeited (1,217,692 ) 3.63 Cancelled (23,460 ) 3.62 Balance as of September 30, 2016 3,884,407 $ 2.45 8.0 $ 98,278 (1) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator in Basic and Diluted Net Income (Loss) Per Common Share Computations | The following is a reconciliation of the numerator and denominator in the basic and diluted net income (loss) per common share computations (in thousands, except share and per share data): Three months ended September 30, Nine months ended September 30, 2015 2016 2015 2016 Numerator: Net income (loss) $ (748 ) $ (2,377 ) $ 1,930 $ (1,288 ) Adjustments to numerator: Dividend paid to preferred stockholders - - - (66,531 ) Accretion of convertible preferred stock to maximum redemption value (3,953 ) (371,228 ) $ (9,834 ) (436,317 ) Net loss attributable to common stockholders - basic and diluted $ (4,701 ) $ (373,605 ) $ (7,904 ) $ (504,136 ) Denominator: Weighted average number of common shares outstanding - basic 30,443 5,109,016 28,553 2,151,324 Weighted average number of common shares outstanding - diluted 30,443 5,109,016 28,553 2,151,324 Net income (loss) per share: Basic $ (154.42 ) $ (73.13 ) $ (276.81 ) $ (234.34 ) Diluted $ (154.42 ) $ (73.13 ) $ (276.81 ) $ (234.34 ) Anti-dilutive securities excluded from diluted EPS: Service-based stock options 4,048,839 3,199,076 4,048,839 3,199,076 Performance-based stock options 4,751,594 3,884,407 4,751,594 3,884,407 Restricted stock units - 596,217 - 596,217 Total 8,800,433 7,679,700 8,800,433 7,679,700 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | Sep. 27, 2016USD ($)$ / sharesshares | Sep. 19, 2016shares | Jun. 07, 2016USD ($) | Jan. 31, 2014USD ($) | Jun. 30, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares |
Nature of Operations [Line Items] | |||||||
Common stock, shares authorized | shares | 250,000,000 | 250,000,000 | 13,800,000 | ||||
Description of stock split arrangement | On September 19, 2016, the Company amended and restated its certificate of incorporation to effect a 2.76:1 forward stock split of the Company’s common stock | ||||||
Special dividend declared, date | Jun. 7, 2016 | ||||||
Payment of special dividend | $ 72,000,000 | $ 68,000,000 | |||||
Common stock dividends paid, per share | $ / shares | $ 1.79 | ||||||
Decrease in exercise price due to modification impact, per share | $ / shares | $ 1.79 | ||||||
Incremental compensation expense | $ 2,700,000 | ||||||
Initial Public Offering | |||||||
Nature of Operations [Line Items] | |||||||
Common stock issued including underwriter's overallotment option | shares | 9,583,333 | ||||||
Sale of stock, price per share | $ / shares | $ 17 | ||||||
Gross proceeds from issuance of initial public offering | $ 162,900,000 | ||||||
Net proceeds excluding underwriting discounts and commissions and other offering expenses including offering expenses paid prior to the initial public offering | $ 54,900,000 | ||||||
Conversion of preferred stock into common stock | shares | 37,271,375 | ||||||
Existing Stockholders | Initial Public Offering | |||||||
Nature of Operations [Line Items] | |||||||
Common stock issued including underwriter's overallotment option | shares | 5,583,333 | ||||||
Restricted Common Stock | |||||||
Nature of Operations [Line Items] | |||||||
Payment of special dividend | $ 4,100,000 | ||||||
Second Lien Term Loan | |||||||
Nature of Operations [Line Items] | |||||||
Term loan facility | 40,000,000 | 40,000,000 | |||||
Term Loan | |||||||
Nature of Operations [Line Items] | |||||||
Term loan facility | 169,000,000 | ||||||
Increase in borrowings under senior secured credit facility | 64,000,000 | ||||||
Revolving Credit Facility | |||||||
Nature of Operations [Line Items] | |||||||
Amounts available under senior secured credit facility | $ 25,000,000 | $ 25,000,000 | |||||
Senior Secured Credit Facility | |||||||
Nature of Operations [Line Items] | |||||||
Debt instrument, term | 5 years | ||||||
Senior Secured Credit Facility | Term Loan | |||||||
Nature of Operations [Line Items] | |||||||
Term loan facility | $ 105,000,000 | ||||||
Senior Secured Credit Facility | Revolving Credit Facility | |||||||
Nature of Operations [Line Items] | |||||||
Amounts available under senior secured credit facility | $ 20,000,000 | ||||||
Common stock | |||||||
Nature of Operations [Line Items] | |||||||
Forward stock split, conversion ratio per each share | 2.76 | ||||||
Common stock issued including underwriter's overallotment option | shares | 4,000,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2016Segment | |
Accounting Policies [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income (Expense) | ||||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||||
Realized and unrealized gains (losses) from forward contracts | $ 0.2 | $ (5.1) | $ 1.5 | $ (2.6) |
Derivative Instruments - Summ30
Derivative Instruments - Summary of Outstanding Foreign Currency Forward Contracts (Details) - Foreign Currency Contracts - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Notional value | $ 33,500,000 | $ 148,978,000 |
Fair value | $ (2,369,000) | $ (10,702,000) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Liabilities (Details) - Fair Value Measurements, Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Financial liabilities: | ||
Foreign currency forward contracts | $ 2,369 | $ 10,702 |
Long-term debt, including current portion | 163,385 | 148,106 |
Total financial liabilities | 165,754 | 158,808 |
Level 2 | ||
Financial liabilities: | ||
Foreign currency forward contracts | 2,369 | 10,702 |
Long-term debt, including current portion | 163,385 | 148,106 |
Total financial liabilities | $ 165,754 | $ 158,808 |
Fair Value Measurements - Sum32
Fair Value Measurements - Summary of Fair Value of Financial Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt | $ 4,619 | $ 10,325 |
Fair Value Measurements, Recurring Basis | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Current portion of long-term debt | $ 4,619 | $ 10,325 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets - Information Regarding Company's Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Total finite-lived intangibles, Gross carrying amount | $ 73,280 | $ 73,280 |
Total finite-lived intangibles, Accumulated amortization | (22,006) | (15,798) |
Total finite-lived intangibles, Net carrying amount | 51,274 | 57,482 |
Goodwill, Gross carrying amount | 157,264 | 157,264 |
Goodwill, Net carrying amount | 157,264 | 157,264 |
Total goodwill and other intangibles, Gross carrying amount | 294,344 | 294,344 |
Total goodwill and other intangibles, Accumulated amortization | (22,006) | (15,798) |
Total goodwill and other intangibles, Net carrying amount | $ 272,338 | $ 278,546 |
Trademarks | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Indefinite-lived intangibles, Estimated useful life | Indefinite | Indefinite |
Indefinite lived intangibles, Net carrying amount | $ 63,800 | $ 63,800 |
Customer Relationships – Retailers | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite-lived intangibles, Estimated useful life | 10 years | 10 years |
Total finite-lived intangibles, Gross carrying amount | $ 68,800 | $ 68,800 |
Total finite-lived intangibles, Accumulated amortization | (18,347) | (13,187) |
Total finite-lived intangibles, Net carrying amount | $ 50,453 | $ 55,613 |
Customer Relationships – E-Commerce | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite-lived intangibles, Estimated useful life | 3 years | 3 years |
Total finite-lived intangibles, Gross carrying amount | $ 3,900 | $ 3,900 |
Total finite-lived intangibles, Accumulated amortization | (3,411) | (2,436) |
Total finite-lived intangibles, Net carrying amount | $ 489 | $ 1,464 |
Favorable Leases, Net | ||
Schedule Of Intangible Assets And Goodwill [Line Items] | ||
Finite-lived intangibles, Estimated useful life | Varies | Varies |
Total finite-lived intangibles, Gross carrying amount | $ 580 | $ 580 |
Total finite-lived intangibles, Accumulated amortization | (248) | (175) |
Total finite-lived intangibles, Net carrying amount | $ 332 | $ 405 |
Goodwill and Intangible Asset34
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 2,100,000 | $ 2,100,000 | $ 6,209,000 | $ 6,177,000 |
Impairments of goodwill or intangible assets | $ 0 | $ 0 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 2,071 | |
2,017 | 7,121 | |
2,018 | 7,007 | |
2,019 | 6,982 | |
2,020 | 6,880 | |
Thereafter | 21,213 | |
Total finite-lived intangibles, Net carrying amount | $ 51,274 | $ 57,482 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total debt | $ 163,385 | $ 148,106 |
Less: debt issuance costs | (1,935) | (3,187) |
Total debt, net of issuance costs | 161,450 | 144,919 |
Less: current portion | (4,619) | (10,325) |
Long-term portion of debt | 156,831 | 134,594 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt | 7,700 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | 160,530 | 100,406 |
Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 40,000 | |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,855 |
Debt - Schedule of Outstandin37
Debt - Schedule of Outstanding Debt (Parenthetical) (Details) - USD ($) | Jun. 07, 2016 | Sep. 30, 2016 |
Debt Instrument [Line Items] | ||
Payment of special dividend | $ 72,000,000 | $ 68,000,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Increase in borrowings under senior secured credit facility | 64,000,000 | |
Principal amount | $ 169,000,000 | |
Maturity date | Jan. 31, 2019 | |
Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 40,000,000 | $ 40,000,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Amounts available under senior secured credit facility | $ 25,000,000 | 25,000,000 |
Unused balance under senior secured credit facility | $ 24,500,000 | |
Maturity date | Jan. 31, 2019 |
Debt - Additional Information (
Debt - Additional Information (Details) - Second Lien Term Loan $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Debt Instrument [Line Items] | |
Debt prepayment penalty | $ 0.4 |
Write off of unamortized debt issuance costs | $ 0.5 |
Debt - Schedule of Components o
Debt - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 425 | $ 266 | $ 996 | $ 829 |
Loss on extinguishment of debt | 932 | 932 | ||
Other | (1) | (33) | ||
Interest expense, net | 5,191 | 3,195 | 11,554 | 9,476 |
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest on debt | 3,750 | 2,762 | 9,474 | 8,237 |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest on debt | $ 84 | $ 168 | $ 152 | $ 443 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Loss Contingencies [Line Items] | ||||
Total rent expense | $ 1 | $ 0.8 | $ 2.9 | $ 2.2 |
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Lease expiration year | 2,018 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Lease expiration year | 2,026 |
Commitments and Contingencies41
Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Operating Leases (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2016 | $ 1,030 |
2,017 | 4,362 |
2,018 | 4,287 |
2,019 | 4,185 |
2,020 | 3,725 |
Thereafter | 12,912 |
Total | $ 30,501 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 22, 2016shares | Jun. 30, 2016USD ($) | Aug. 31, 2016USD ($) | Jul. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)Employee$ / shares | Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Jan. 31, 2016USD ($) |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Loan repaid by debtors | $ | $ 7,912 | |||||||||
Decrease in exercise price due to modification impact, per share | $ / shares | $ 1.79 | |||||||||
Number of individuals affected | Employee | 43 | |||||||||
Incremental compensation cost, recognized | $ | $ 2,700 | |||||||||
Board Members | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of individuals affected | Employee | 3 | |||||||||
2016 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 5,430,690 | |||||||||
Key Management Personnel | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Loans to debtors | $ | $ 10,400 | |||||||||
Frequency of interest payment | semi-annually | |||||||||
Maturity date | Jan. 31, 2018 | |||||||||
Proceed from dividend used to pay down outstanding principal balance | $ | $ 4,100 | |||||||||
Loan repaid by debtors | $ | $ 7,912 | $ 12,000 | ||||||||
Key Management Personnel | July 2016 Add-On Note | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Exercise of stock options (in shares) | 808,028 | |||||||||
Loans to debtors | $ | $ 1,500 | |||||||||
Interest rate on notes payable | 0.71% | 0.71% | ||||||||
Frequency of interest payment | semi-annually | |||||||||
Maturity date | Jul. 31, 2018 | |||||||||
Stock options exercise price | $ / shares | $ 1.84 | |||||||||
Minimum | Key Management Personnel | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Interest rate on notes payable | 0.75% | 0.75% | ||||||||
Maximum | 2016 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Additional common stock reserved for issuance | 4,341,200 | |||||||||
Maximum | Key Management Personnel | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Interest rate on notes payable | 0.81% | 0.81% | ||||||||
Early Exercise Of Stock Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Exercise of stock options (in shares) | 3,420,243 | |||||||||
Number of options, vested | 1,869,817 | |||||||||
Number of options, forfeited | 27,600 | |||||||||
Liability related to potential repurchase obligation, shares | 1,522,826 | |||||||||
Early Exercise Of Stock Options | Accrued Expenses And Other Current Liabilities | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Liability related to potential repurchase obligation | $ | $ 4,100 | $ 4,100 | ||||||||
Modified Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incremental compensation cost, recognized | $ | $ 700 | |||||||||
Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Restricted stock units granted | 596,217 | |||||||||
Stock-based compensation cost | $ | 100 | |||||||||
Unrecognized stock-based compensation cost | $ | $ 10,100 | $ 10,100 | ||||||||
Unrecognized stock-based compensation cost, expected weighted-average period of recognition | 4 years | |||||||||
Restricted Stock Units | 2016 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Restricted stock units granted | 596,217 | |||||||||
Options | 2016 Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Options outstanding, granted | 1,250,517 | |||||||||
Service-based Stock Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Exercise of stock options (in shares) | 2,427,063 | |||||||||
Number of options, forfeited | 202,860 | |||||||||
Stock options exercise price | $ / shares | $ 3.61 | |||||||||
Options outstanding, granted | 1,872,897 | |||||||||
Fair market value of common stock, per share | $ / shares | $ 28.12 | $ 28.12 | ||||||||
Unrecognized stock-based compensation cost | $ | $ 10,100 | $ 10,100 | ||||||||
Unrecognized stock-based compensation cost, expected weighted-average period of recognition | 4 years 1 month 6 days | |||||||||
Service-based Stock Options | Selling, General and Administrative Expenses | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation cost | $ | $ 2,600 | $ 100 | $ 3,700 | $ 300 | ||||||
Performance-based Stock Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of options, forfeited | 1,217,692 | |||||||||
Options outstanding, granted | 276,690 | |||||||||
Fair market value of common stock, per share | $ / shares | $ 28.12 | $ 28.12 | ||||||||
Stock-based compensation cost | $ | $ 1,500 | |||||||||
Unrecognized stock-based compensation cost | $ | $ 600 | $ 600 | ||||||||
Unrecognized stock-based compensation cost, expected weighted-average period of recognition | 6 months | |||||||||
Options did not vest and were forfeited | 919,611 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Activities for Service-based Stock Options (Details) - Service-based Stock Options $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options outstanding, Beginning balance | shares | 3,997,502 |
Options outstanding, Granted | shares | 1,872,897 |
Options outstanding, Exercised | shares | (2,427,063) |
Options outstanding, Forfeited | shares | (202,860) |
Options outstanding, Cancelled | shares | (41,400) |
Options outstanding, Ending balance | shares | 3,199,076 |
Options outstanding, Exercisable | shares | 1,167,480 |
Weighted-average exercise price, Beginning balance | $ / shares | $ 3.66 |
Weighted-average exercise price, Granted | $ / shares | 13.58 |
Weighted-average exercise price, Exercised | $ / shares | 3.61 |
Weighted-average exercise price, Forfeited | $ / shares | 3.79 |
Weighted-average exercise price, Cancelled | $ / shares | 3.62 |
Weighted-average exercise price, Ending balance | $ / shares | 8.54 |
Weighted-average exercise price, Exercisable | $ / shares | $ 1.84 |
Weighted-average remaining contractual life (in years), Outstanding | 9 years 2 months 12 days |
Weighted-average remaining contractual life(in years), Exercisable | 8 years |
Aggregate intrinsic values, Outstanding | $ | $ 62,651 |
Aggregate intrinsic values, Exercisable | $ | $ 30,685 |
Stock-based Compensation - Su44
Stock-based Compensation - Summary of Activities for Service-based Stock Options (Parenthetical) (Details) - Service-based Stock Options - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average exercise price, modification impact per share | $ 8.54 | $ 3.66 |
Exercise price modification date | Jun. 7, 2016 | |
Exercise Price Modification | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average exercise price, modification impact per share | $ 1.79 |
Stock-based Compensation - Su45
Stock-based Compensation - Summary of Activities for Performance-based Stock Options (Details) - Performance-based Stock Options $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options outstanding, Beginning balance | shares | 4,848,869 |
Options outstanding, Granted | shares | 276,690 |
Options outstanding, Forfeited | shares | (1,217,692) |
Options outstanding, Cancelled | shares | (23,460) |
Options outstanding, Ending balance | shares | 3,884,407 |
Weighted-average exercise price, Beginning balance | $ / shares | $ 3.64 |
Weighted-average exercise price, Granted | $ / shares | 6.69 |
Weighted-average exercise price, Forfeited | $ / shares | 3.63 |
Weighted-average exercise price, Cancelled | $ / shares | 3.62 |
Weighted-average exercise price, Ending balance | $ / shares | $ 2.45 |
Weighted-average remaining contractual life (in years), Outstanding | 8 years |
Aggregate intrinsic values, Outstanding | $ | $ 98,278 |
Stock-based Compensation - Su46
Stock-based Compensation - Summary of Activities for Performance-based Stock Options (Parenthetical) (Details) - Performance-based Stock Options - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average exercise price, modification impact per share | $ 2.45 | $ 3.64 |
Exercise price modification date | Jun. 7, 2016 | |
Exercise Price Modification | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average exercise price, modification impact per share | $ 1.79 |
Stock-based Compensation - Su47
Stock-based Compensation - Summary of Activities for Restricted Stock Units (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options outstanding, Granted | shares | 596,217 |
Options outstanding, Ending balance | shares | 596,217 |
Weighted-average exercise price, Granted | $ / shares | $ 17 |
Weighted-average exercise price, Ending balance | $ / shares | $ 17 |
Net Income (Loss) Per Share - R
Net Income (Loss) Per Share - Reconciliation of Numerator and Denominator in Basic and Diluted Net Income (Loss) Per Common Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income (loss) | $ (2,377) | $ (748) | $ (1,288) | $ 1,930 |
Adjustments to numerator: | ||||
Dividend paid to preferred stockholders | (66,531) | |||
Accretion of convertible preferred stock to maximum redemption value | (371,228) | (3,953) | (436,317) | (9,834) |
Net loss attributable to common stockholders - basic and diluted | $ (373,605) | $ (4,701) | $ (504,136) | $ (7,904) |
Denominator: | ||||
Weighted average number of common shares outstanding - basic | 5,109,016 | 30,443 | 2,151,324 | 28,553 |
Weighted average number of common shares outstanding - diluted | 5,109,016 | 30,443 | 2,151,324 | 28,553 |
Net income (loss) per share: | ||||
Basic | $ (73.13) | $ (154.42) | $ (234.34) | $ (276.81) |
Diluted | $ (73.13) | $ (154.42) | $ (234.34) | $ (276.81) |
Anti-dilutive securities excluded from diluted EPS: | ||||
Anti-dilutive securities excluded from diluted EPS, Total | 7,679,700 | 8,800,433 | 7,679,700 | 8,800,433 |
Service-based Stock Options | ||||
Anti-dilutive securities excluded from diluted EPS: | ||||
Anti-dilutive securities excluded from diluted EPS, Total | 3,199,076 | 4,048,839 | 3,199,076 | 4,048,839 |
Performance Options With Market Condition | ||||
Anti-dilutive securities excluded from diluted EPS: | ||||
Anti-dilutive securities excluded from diluted EPS, Total | 3,884,407 | 4,751,594 | 3,884,407 | 4,751,594 |
Restricted Stock Units | ||||
Anti-dilutive securities excluded from diluted EPS: | ||||
Anti-dilutive securities excluded from diluted EPS, Total | 596,217 | 596,217 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percent | 30.70% | 13.40% | 5.00% | 54.40% |
Tax benefit due to exercise of stock option | $ 1.7 | $ 1.7 | ||
Tax expense due to valuation of deferred tax assets and liabilities | $ 2.1 | $ 2.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |||||
Loan repaid by debtors | $ 7,912 | ||||
TPG Growth II Management, LLC | |||||
Related Party Transaction [Line Items] | |||||
Management and consulting fees incurred | $ 400 | $ 300 | 900 | $ 700 | |
Due to related party | $ 300 | $ 100 | 300 | $ 100 | |
Key Management Personnel | |||||
Related Party Transaction [Line Items] | |||||
Loan repaid by debtors | $ 7,912 | $ 12,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Oct. 31, 2016 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||
Minimum future lease commitment amount | $ 30,501 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Minimum future lease commitment amount | $ 2,300 |