Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 01, 2018 | Jun. 30, 2017 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CHANNELADVISOR CORP | ||
Entity Central Index Key | 1,169,652 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 26,605,346 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 290,341,405 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 53,422 | $ 65,420 |
Accounts receivable, net of allowance of $609 and $594 as of December 31, 2017 and 2016, respectively | 27,452 | 19,445 |
Prepaid expenses and other current assets | 16,462 | 10,972 |
Total current assets | 97,336 | 95,837 |
Property and equipment, net | 10,877 | 13,252 |
Goodwill | 23,486 | 21,632 |
Intangible assets, net | 2,503 | 2,660 |
Long-term deferred tax assets, net | 5,550 | 5,244 |
Other assets | 759 | 533 |
Total assets | 140,511 | 139,158 |
Current liabilities: | ||
Accounts payable | 7,243 | 4,709 |
Accrued expenses | 12,611 | 11,067 |
Deferred revenue | 27,143 | 23,474 |
Other current liabilities | 4,477 | 4,450 |
Total current liabilities | 51,474 | 43,700 |
Long-term capital leases, net of current portion | 641 | 1,262 |
Lease incentive obligation | 3,328 | 4,206 |
Other long-term liabilities | 3,157 | 2,993 |
Total liabilities | 58,600 | 52,161 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2017 and 2016, respectively | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,601,626 and 25,955,759 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 27 | 26 |
Additional paid-in capital | 262,805 | 252,158 |
Accumulated other comprehensive loss | (789) | (1,612) |
Accumulated deficit | (180,132) | (163,575) |
Total stockholders' equity | 81,911 | 86,997 |
Total liabilities and stockholders' equity | $ 140,511 | $ 139,158 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Allowance for doubtful accounts receivable, current | $ 609 | $ 594 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 26,601,626 | 25,955,759 |
Common stock, shares outstanding (in shares) | 26,601,626 | 25,955,759 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 122,535 | $ 113,200 | $ 100,585 |
Cost of revenue | 25,950 | 27,620 | 25,834 |
Gross profit | 96,585 | 85,580 | 74,751 |
Operating expenses: | |||
Sales and marketing | 63,495 | 56,602 | 53,770 |
Research and development | 21,868 | 17,736 | 16,566 |
General and administrative | 27,800 | 25,079 | 25,608 |
Total operating expenses | 113,163 | 99,417 | 95,944 |
Loss from operations | (16,578) | (13,837) | (21,193) |
Other income (expense): | |||
Interest income (expense), net | 222 | (1) | (184) |
Other income (expense), net | 83 | 173 | 241 |
Total other income (expense) | 305 | 172 | 57 |
Loss before income taxes | (16,273) | (13,665) | (21,136) |
Income tax expense (benefit) | 284 | (5,658) | (185) |
Net loss | $ (16,557) | $ (8,007) | $ (20,951) |
Net loss per share: | |||
Basic and diluted (in dollars per share) | $ (0.63) | $ (0.31) | $ (0.84) |
Weighted average common shares outstanding: | |||
Basic and diluted (in shares) | 26,366,748 | 25,604,893 | 25,062,610 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (16,557) | $ (8,007) | $ (20,951) |
Other comprehensive loss: | |||
Foreign currency translation adjustments | 823 | (719) | (763) |
Total comprehensive loss | $ (15,734) | $ (8,726) | $ (21,714) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance (in shares) at Dec. 31, 2014 | 24,915,510 | ||||
Beginning balance, amount at Dec. 31, 2014 | $ 93,648 | $ 25 | $ 228,370 | $ (130) | $ (134,617) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 386,654 | ||||
Exercise of stock options and vesting of restricted stock units | 892 | $ 0 | 892 | ||
Stock-based compensation expense | 11,837 | 11,837 | |||
Statutory tax withholding related to net-share settlement of restricted stock units (in shares) | (71,206) | ||||
Statutory tax withholding related to net-share settlement of restricted stock units | (739) | (739) | |||
Net loss | (20,951) | (20,951) | |||
Foreign currency translation adjustments | (763) | (763) | |||
Ending balance (in shares) at Dec. 31, 2015 | 25,230,958 | ||||
Ending balance, amount at Dec. 31, 2015 | 83,924 | $ 25 | 240,360 | (893) | (155,568) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 924,196 | ||||
Exercise of stock options and vesting of restricted stock units | 931 | $ 1 | 930 | ||
Stock-based compensation expense | 13,262 | 13,262 | |||
Statutory tax withholding related to net-share settlement of restricted stock units (in shares) | (199,395) | ||||
Statutory tax withholding related to net-share settlement of restricted stock units | (2,394) | (2,394) | |||
Net loss | (8,007) | (8,007) | |||
Foreign currency translation adjustments | (719) | (719) | |||
Ending balance (in shares) at Dec. 31, 2016 | 25,955,759 | ||||
Ending balance, amount at Dec. 31, 2016 | 86,997 | $ 26 | 252,158 | (1,612) | (163,575) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 893,843 | ||||
Exercise of stock options and vesting of restricted stock units | 1,428 | $ 1 | 1,427 | ||
Stock-based compensation expense | 11,947 | 11,947 | |||
Statutory tax withholding related to net-share settlement of restricted stock units (in shares) | (247,976) | ||||
Statutory tax withholding related to net-share settlement of restricted stock units | (2,727) | (2,727) | |||
Net loss | (16,557) | (16,557) | |||
Foreign currency translation adjustments | 823 | 823 | |||
Ending balance (in shares) at Dec. 31, 2017 | 26,601,626 | ||||
Ending balance, amount at Dec. 31, 2017 | $ 81,911 | $ 27 | $ 262,805 | $ (789) | $ (180,132) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (16,557) | $ (8,007) | $ (20,951) |
Adjustments to reconcile net loss to net cash and cash equivalents (used in) provided by operating activities: | |||
Depreciation and amortization | 6,578 | 7,838 | 8,793 |
Bad debt expense | 727 | 528 | 1,236 |
Stock-based compensation expense | 11,947 | 13,262 | 11,837 |
Deferred income taxes | 130 | (5,649) | (244) |
Other items, net | (869) | (875) | (85) |
Changes in assets and liabilities, net of effects from acquisition: | |||
Accounts receivable | (8,261) | (1,885) | (5,833) |
Prepaid expenses and other assets | (5,514) | (2,014) | (2,921) |
Accounts payable and accrued expenses | 5,242 | 3,697 | 3,608 |
Deferred revenue | 3,581 | 4,676 | 3,101 |
Net cash and cash equivalents (used in) provided by operating activities | (2,996) | 11,571 | (1,459) |
Cash flows from investing activities | |||
Purchases of property and equipment | (2,790) | (1,755) | (4,062) |
Payment of internal-use software development costs | (293) | (208) | (190) |
Acquisition, net of cash acquired | (2,177) | 0 | 0 |
Net cash and cash equivalents used in investing activities | (5,260) | (1,963) | (4,252) |
Cash flows from financing activities | |||
Repayment of capital leases | (2,840) | (2,096) | (1,745) |
Proceeds from exercise of stock options | 1,428 | 930 | 892 |
Payment of contingent consideration | 0 | (338) | 0 |
Payment of statutory tax withholding related to net-share settlement of restricted stock units | (2,727) | (2,394) | (739) |
Net cash and cash equivalents used in financing activities | (4,139) | (3,898) | (1,592) |
Effect of currency exchange rate changes on cash and cash equivalents | 397 | (764) | (589) |
Net (decrease) increase in cash and cash equivalents | (11,998) | 4,946 | (7,892) |
Cash and cash equivalents, beginning of period | 65,420 | 60,474 | 68,366 |
Cash and cash equivalents, end of period | 53,422 | 65,420 | 60,474 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 111 | 127 | 155 |
Cash paid for income taxes, net | 196 | 115 | 170 |
Supplemental disclosure of non-cash investing and financing activities | |||
Accrued capital expenditures | 80 | 233 | 563 |
Capital lease obligations entered into for the purchase of fixed assets | 567 | 1,771 | 2,207 |
Non-cash leasehold improvements | $ 0 | $ 0 | $ 5,263 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | DESCRIPTION OF THE BUSINESS ChannelAdvisor Corporation ("ChannelAdvisor" or the "Company") was incorporated in the state of Delaware and capitalized in June 2001. The Company began operations in July 2001. ChannelAdvisor is a provider of software-as-a-service, or SaaS, solutions and its mission is to connect and optimize the world's commerce. ChannelAdvisor's e-commerce cloud platform helps retailers and branded manufacturers worldwide improve their online performance by expanding sales channels, connecting with consumers around the world, optimizing their operations for peak performance and providing actionable analytics to improve competitiveness. The Company is headquartered in Morrisville, North Carolina and has international offices in England, Ireland, Germany, Australia, Brazil, China and Spain. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reclassification Certain prior period amounts included in the consolidated statements of operations have been reclassified to conform to the current period’s presentation. In 2015 and prior, depreciation and amortization expense was presented separately from cost of revenue and operating expenses in the consolidated statements of operations. Beginning with the first quarter of 2016, the Company now includes depreciation and amortization expense in cost of revenue and operating expenses in the consolidated statements of operations and separately discloses the amounts reflected in each financial statement line item in the notes to its consolidated financial statements. In addition, the Company has revised the classification of certain operating expenses to better align the income statement line items with how operations are managed. All reclassifications had no effect on the Company's reported gross profit and net loss for the year ended December 31, 2015 . The tables below summarize these reclassifications (in thousands): Year Ended December 31, 2015 As Previously Reported Reclassification As Reclassified Cost of revenue $ 20,848 $ 4,986 $ 25,834 Depreciation - Cost of revenue 4,986 (4,986 ) — Sales and marketing 51,941 1,829 53,770 Research and development 16,060 506 16,566 General and administrative 24,136 1,472 25,608 Depreciation and amortization 3,807 (3,807 ) — Depreciation and amortization expense is included in the following line items in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Cost of revenue $ 3,955 $ 4,632 $ 4,986 Sales and marketing 1,062 1,136 1,264 Research and development 424 458 506 General and administrative 1,137 1,612 2,037 $ 6,578 $ 7,838 $ 8,793 Recent Accounting Pronouncements Standard Description Effect on the Financial Statements or Other Significant Matters Standards that are not yet adopted Leases: ASU 2016-02, Leases (Topic 842) Effective date: January 1, 2019 The standard requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. The standard also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The Company has formed a project team to prepare for the adoption of the standard by its effective date. The project team has identified a preliminary population of leases and is evaluating the impact that adjustments to them under ASU 2016-02 will have to its consolidated financial statements. Financial Instruments: ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Effective date: January 1, 2020 The standard replaces the incurred loss impairment methodology in current U.S. GAAP (defined below) with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more useful information about expected credit losses. The Company is currently evaluating the impact the adoption of the standard will have on its consolidated financial statements. Standards adopted effective January 1, 2017 Stock-Based Compensation: ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) The standard is intended to simplify several aspects of the accounting for 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. The Company adopted the standard effective January 1, 2017. As a result of this adoption, the Company recognized $8.2 million of deferred tax assets attributable to accumulated excess tax benefits that under the previous guidance could not be recognized until the benefits were realized through a reduction in income taxes payable. This adjustment was applied using a modified retrospective method with a cumulative-effect adjustment to the accumulated deficit for the excess tax benefits not previously recognized. However, given the full valuation allowance of $8.2 million placed on the additional deferred tax assets, the recognition upon adoption had no impact on the Company's accumulated deficit as of January 1, 2017. Further, the Company has elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. Standards adopted effective January 1, 2018 Cash Flow: ASU 2016-18, Restricted Cash The standard requires that entities show the changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows. Transfers between cash, cash equivalents and restricted cash should not be presented as cash flow activities on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption did not have a material impact on its consolidated financial statements. Revenue Recognition: Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and provides 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. ASU 2014-09 also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. The Company formed a project team to evaluate and direct the implementation of the new revenue recognition standard and related amendments. The project team developed an implementation plan centered around specific functional areas expected to be impacted by the standard and its amendments, including accounting and reporting, information technology ("IT"), internal audit and contracts and legal, among others. As part of the adoption process, findings and progress of the implementation plan have been reported to management and to the Audit Committee on a frequent basis over the last two years. The Company adopted this standard effective January 1, 2018 using the modified retrospective transition method. The most significant impacts of the new standard upon adoption relate to the timing of revenue recognition of fixed fees for the Company’s contracts, as well as the accounting for costs to obtain contracts. Under the new standard, for managed-service contracts, revenue recognition for the managed-service subscription and implementation fees will begin on the launch date and will be recognized over time through the contract end date. The Company currently defers revenue until the completion of the implementation services, at which point the Company recognizes a cumulative catch-up adjustment equal to the revenue earned during the implementation period but previously deferred. The remaining balance of these fixed fees is recognized ratably over the remaining term of the contract. Additionally, under the new standard, the Company will defer and amortize sales commissions and a portion of other incentive compensation. The Company currently expenses these contract costs as incurred. The adoption of the standard as of January 1, 2018 will result in an adjustment to accumulated deficit of between $8.0 million and $9.0 million related to the deferral of contract costs and an adjustment to accumulated deficit of less than $1.0 million related to the timing of revenue recognition. For the year ending December 31, 2018, the Company expects a net benefit to operating income on its consolidated statement of operations of between $5.0 million and $7.0 million related to deferring contract costs and a net benefit of less than $1.0 million related to the timing of revenue recognition resulting from the adoption of the standard. ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) The standard clarifies implementation guidance on principal versus agent considerations in ASU 2014-09. ASU 2016-10, Identifying Performance Obligations and Licensing The standard clarifies implementation guidance on the identification of performance obligations and the licensing implementation guidance in ASU 2014-09. ASU 2016-12, Narrow-Scope Improvements and Practical Expedients The standard clarifies the guidance on assessing collectability, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at transition. ASU 2016-20, Technical Corrections and Improvements to Topic 606 The standard clarifies certain narrow aspects of ASU 2014-09. The Company has reviewed other new accounting pronouncements that were issued as of December 31, 2017 and does not believe that these pronouncements are applicable to the Company, or that they will have a material impact on its financial position or results of operations. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, income taxes and assumptions used for purposes of determining stock-based compensation, among others. Estimates and assumptions are also required to value assets acquired and liabilities assumed as well as contingent consideration, where applicable, in conjunction with business combinations. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. Cash and Cash Equivalents The Company considers all highly liquid investments maturing within ninety days or less at the time of purchase to be cash equivalents. Cash and cash equivalents are comprised of cash and money market funds. Due to the short-term nature and liquidity of these financial instruments, the carrying value of these assets approximates fair value. Revenue Recognition and Deferred Revenue The majority of the Company’s revenue is derived from subscription fees paid by customers for access to and usage of the Company’s cloud-based SaaS platform for a specified period of time, which is typically one year . A portion of the subscription fee is typically fixed and is based on a specified minimum amount of gross merchandise value ("GMV") or advertising spend that a customer expects to process through the Company’s platform over the contract term. The remaining portion of the subscription fee is variable and is based on a specified percentage of GMV or advertising spend processed through the Company’s platform in excess of the customer’s specified minimum amount. In addition, other sources of revenue consist primarily of implementation fees, which may include fees for providing launch assistance and training. Implementation services are provided at the customer's option and are not essential to the functionality of the Company's platform, nor is the customer required to purchase these services in order to access the Company's platform. The Company also generates revenue from its solutions that allow branded manufacturers to direct potential consumers from their websites and digital marketing campaigns to authorized resellers. These contracts are generally one year in duration. The Company recognizes revenue when there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of the fee is reasonably assured and the amount of the fee to be paid by the customer is fixed or determinable. The Company’s contractual arrangements include performance, termination and cancellation provisions, but do not provide for refunds. Customers do not have the contractual right to take possession of the Company’s software at any time. The Company’s arrangements generally contain multiple elements comprised of subscription and implementation services. The Company evaluates each element in an arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. The Company’s implementation services are not sold separately from the subscription and there is no alternative use for them. As such, the Company has determined the implementation services do not have standalone value. Accordingly, subscription and implementation services are combined and recognized as a single unit of accounting. The Company generally recognizes the fixed portion of subscription fees and implementation fees ratably over the contract term. Recognition begins when the customer has access to the Company’s platform or to its solutions for branded manufacturers and transactions can be processed, provided all other revenue recognition criteria have been met. Some customers elect a managed-service solution and contract with the Company to manage some or all aspects of the Company’s SaaS solutions on the customer’s behalf for a specified period of time, which is typically one year . Under these managed-service arrangements, customer transactions cannot be processed through the Company’s platform until the completion of the implementation services. As such, revenue is contingent upon the Company’s completion of the implementation services and recognition commences when transactions can be processed on the Company’s platform, provided all other revenue recognition criteria have been satisfied. At that time, the Company recognizes a pro-rata portion of the fees earned since the inception of the arrangement. The balance of the fees is recognized ratably over the remaining contract term. The Company recognizes the variable portion of subscription fee revenue in the period in which the related GMV is processed, provided all other revenue recognition criteria have been met. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Deferred revenue represents the unearned portion of fixed subscription fees and implementation fees. Deferred amounts are generally recognized within one year. Those amounts that are expected to be recognized in greater than one year are recorded in Other long-term liabilities in the accompanying condensed consolidated balance sheets. Sales Commissions Sales commissions are expensed when the related subscription agreement is executed by the customer. Cost of Revenue Cost of revenue primarily consists of personnel and related costs, including salaries, bonuses, payroll taxes and stock-based compensation, co-location facility costs for the Company’s data centers, depreciation expense for computer equipment directly associated with generating revenue, credit card transaction fees and infrastructure maintenance costs. In addition, the Company allocates a portion of overhead, such as rent, additional depreciation and amortization and employee benefits costs, to cost of revenue based on headcount. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows: • Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their respective fair values due to their short-term nature. In 2014, the Company, through its wholly owned subsidiary ChannelAdvisor UK Limited ("ChannelAdvisor UK"), acquired the issued and outstanding shares of E-Tale Holdings Limited ("E-Tale"), renamed ChannelAdvisor Brands UK Limited. The acquisition of E-Tale included a contingent consideration arrangement that allowed for adjustment of payments based upon achievement of specified quarterly revenue targets through June 2017. Contingent consideration was measured at fair value at the acquisition date and was remeasured to fair value at each reporting date until the contingency was resolved. The fair value is reported within Other current liabilities and Other long-term liabilities on the consolidated balance sheets at December 31, 2016. Changes in the fair value of contingent consideration have been recognized within general and administrative expenses in the Company’s consolidated statements of operations. The fair value of contingent consideration related to the E-Tale acquisition was based on projected quarterly revenue targets for E-Tale through June 2017. As of December 31, 2016, the Company's liability for acquisition-related contingent consideration was $0.2 million . The contingent consideration arrangement concluded in June 2017. Concentration of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company’s cash and cash equivalents accounts exceed federally insured limits. The Company has not experienced any losses on its cash and cash equivalents accounts to date. To manage accounts receivable risk, the Company maintains an allowance for doubtful accounts. The Company did not have any customers that individually comprised a significant concentration of its accounts receivable as of December 31, 2017 and 2016 , or a significant concentration of its revenue for the years ended December 31, 2017 , 2016 and 2015 . Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to customers without requiring collateral. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts. The Company utilizes the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of amounts due. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from the Company’s estimates. The following table presents the changes in the Company’s allowance for doubtful accounts during the years ended December 31, 2017 , 2016 and 2015 (in thousands): Balance at Beginning of Period Additions Charged To Expense/ Against Revenue Deductions Balance at End of Period Allowance for doubtful accounts: Year ended December 31, 2017 $ 594 727 (712 ) $ 609 Year ended December 31, 2016 $ 785 528 (719 ) $ 594 Year ended December 31, 2015 $ 673 1,236 (1,124 ) $ 785 Other Receivables Under certain customer arrangements, the Company collects and remits monthly activity-based fees incurred on specific channels on the customers’ behalf. The Company records the amounts due from customers as a result of these arrangements as other receivables. Other receivables of $10.6 million and $7.6 million are included in Prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2017 and 2016 , respectively. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Depreciation and amortization is provided over the estimated useful lives of the related assets using the straight-line method. The estimated useful lives for significant property and equipment categories are generally as follows: Purchased software, including internal-use software 3 years Computer hardware 3 years Furniture and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life Repairs and maintenance costs are expensed as incurred. Identifiable Intangible Assets The Company acquired intangible assets in connection with its business acquisitions. These assets were recorded at their estimated fair values at the acquisition date and are being amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives and amortization methodology used in computing amortization are as follows: Estimated Useful Lives Amortization Methodology Customer relationships 7 years Straight-line Acquired technology 7 years Straight-line Trade names 3 years Straight-line Impairment of Long-Lived Assets The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. Assets held for sale are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2017 and 2016 , management does no t believe any long-lived assets are impaired and has not identified any assets as being held for sale. Goodwill Goodwill represents the excess of the aggregate of the fair value of consideration transferred in a business combination over the fair value of assets acquired, net of liabilities assumed. The Company recorded goodwill in connection with its business acquisitions. See Note 3 below for information regarding goodwill recorded in connection with the acquisition of HubLogix. Goodwill is not amortized, but is subject to an annual impairment test, as described below. The Company has determined that it has a single, entity-wide reporting unit. The Company first assessed qualitative factors to determine whether it was more likely than not that the fair value of its single reporting unit was less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test under ASU No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment. If the qualitative factors had indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount, the Company would have tested goodwill for impairment at the reporting unit level using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. In the second step, the fair value of goodwill is determined by deducting the fair value of the reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if the reporting unit had just been acquired and the fair value was being initially allocated. If the carrying value of goodwill exceeds the implied fair value, an impairment charge would be recorded in the period the determination is made. During the fourth quarter of 2016, the Company voluntarily changed the date of its annual goodwill impairment testing from December 31, the last day of the fiscal year, to October 1, the first day of the fourth quarter. This change provides the Company with additional time to complete its annual goodwill impairment testing in advance of its year-end reporting and results in better alignment with the Company’s strategic planning and forecasting process. The voluntary change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge. This change is not being applied retrospectively, as it would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively. As a result of the Company’s annual impairment tests as of October 1, 2017 and 2016 , goodwill was not considered impaired and, as such, no impairment charges were recorded. Advertising Costs The Company expenses advertising costs as incurred. The amount expensed during the years ended December 31, 2017 , 2016 and 2015 was $5.3 million , $4.1 million and $4.3 million , respectively. Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company applies the accounting guidance for uncertainties in income taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken, in a tax return in the financial statements. Additionally, the guidance also prescribes the treatment for the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will be recognized if it is more likely than not to be sustained. The Company did no t have any accrued interest or penalties associated with unrecognized tax positions as of December 31, 2017 and 2016 . Foreign Currency Translation The functional currency of the Company’s non-U.S. operations is the local currency. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Revenue and expenses are translated into U.S. dollars using the average rates of exchange prevailing during the period. Translation gains or losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Gains and losses resulting from foreign currency transactions are recognized as other (expense) income. Stock-Based Compensation The Company accounts for stock-based compensation awards, which include stock options and restricted stock units ("RSUs"), based on the fair value of the award as of the grant date. The Company recognizes stock-based compensation expense using the accelerated attribution method, net of estimated forfeitures, in which compensation cost for each vesting tranche in an award is recognized ratably from the service inception date to the vesting date for that tranche. The Company uses the Black-Scholes option pricing model for estimating the fair value of stock options. The use of the option valuation model requires the input of the Company's stock price, as well as highly subjective assumptions, including the expected life of the option and the expected stock price volatility based on peer companies. Additionally, the recognition of expense requires the estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited. The fair value of the Company's common stock, for purposes of determining the grant date fair value of option and RSU awards, has been determined by using the closing market price per share of common stock as quoted on the New York Stock Exchange on the date of grant. Basic and Diluted Loss per Common Share Diluted loss per share is the same as basic loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION HubLogix On May 26, 2017, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company acquired all of the issued and outstanding shares of HubLogix Commerce Corp. ("HubLogix") (renamed ChannelAdvisor Fulfillment, Inc.), a fulfillment and logistics platform that automates order management by connecting online storefronts and marketplaces to distribution and fulfillment centers. The Company acquired HubLogix to further enhance its fulfillment network offering and capabilities. Under the Merger Agreement, the Company paid an aggregate purchase price of $2.3 million for HubLogix, all of which was paid in cash, which amount was subject to adjustment as set forth in the Merger Agreement. The purchase price includes $0.4 million that has been placed into escrow to secure the indemnification obligations of HubLogix stockholders until November 26, 2018. The acquisition has been accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"). Under the acquisition method of accounting, the Company allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated acquisition-date fair value. The difference between the acquisition-date fair value of the consideration and the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including acquired workforce, as well as expected future synergies. Based on management's assessment of the acquisition-date fair value of the assets acquired and liabilities assumed, the purchase price of $2.3 million was allocated to the Company’s assets and liabilities as follows: $1.9 million to goodwill, $0.5 million to identifiable intangible assets and $0.1 million to working capital as a net current liability. The goodwill of $1.9 million arising from the acquisition of HubLogix consists largely of the acquired workforce, the expected company-specific synergies and the opportunity to expand the Company’s product offerings to customers. The goodwill recognized is not deductible for income tax purposes. The Company incurred transaction costs in connection with the acquisition of $0.3 million , which are included in General and administrative expense in the accompanying consolidated statements of operations for the year ended December 31, 2017. Comparative pro forma financial information for this acquisition has not been presented because the acquisition is not material to the Company’s consolidated results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Purchased software, including internal-use software $ 14,813 $ 13,821 Computer hardware 12,129 11,608 Furniture and office equipment 2,583 2,767 Leasehold improvements 7,819 7,642 Construction in process 221 149 37,565 35,987 Less: accumulated depreciation (26,688 ) (22,735 ) Property and equipment, net $ 10,877 $ 13,252 Depreciation expense for the years ended December 31, 2017 , 2016 and 2015 was $6.0 million , $7.3 million and $7.9 million , respectively. During the year ended December 31, 2015, the Company recorded $0.7 million of accelerated depreciation expense as a result of relocating the Company's corporate headquarters to a new facility. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The following table shows the changes in the carrying amount of goodwill for the year ended December 31, 2017 (in thousands): Balance as of December 31, 2016 $ 21,632 Goodwill attributable to the HubLogix acquisition 1,854 Balance as of December 31, 2017 $ 23,486 There were no changes to the Company's goodwill during the year ended December 31, 2016. Intangible assets consisted of the following (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Customer relationships $ 2,230 $ (961 ) $ 1,269 7.0 Acquired technology 2,030 (796 ) 1,234 7.0 Total $ 4,260 $ (1,757 ) $ 2,503 7.0 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Customer relationships $ 2,100 $ (650 ) $ 1,450 7.0 Acquired technology 1,700 (526 ) 1,174 7.0 Trade names 130 (94 ) 36 3.0 Total $ 3,930 $ (1,270 ) $ 2,660 6.9 Amortization expense for the years ended December 31, 2017 , 2016 and 2015 was $0.6 million , $0.6 million and $0.9 million , respectively. As of December 31, 2017 , expected amortization expense over the remaining intangible asset lives is as follows (in thousands): Year Ending December 31, 2018 $ 609 2019 609 2020 609 2021 518 2022 65 Thereafter 93 Total $ 2,503 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating and Capital Lease Commitments The Company leases office facilities and certain equipment under non-cancelable operating and capital leases. Future minimum lease payments on capital leases and future payments on operating leases with remaining terms in excess of one year are as follows (in thousands): Operating Leases Capital Leases Year Ending December 31, 2018 $ 5,893 $ 1,027 2019 4,779 652 2020 5,037 — 2021 4,773 — 2022 4,033 — Thereafter 996 — Total minimum lease payments $ 25,511 1,679 Less: imputed interest (45 ) Less: current portion (993 ) Capital lease obligations, net of current portion $ 641 The gross book value of fixed assets under capital leases as of December 31, 2017 and 2016 was approximately $8.2 million and $7.6 million , respectively. The net book value of fixed assets under capital leases as of December 31, 2017 and 2016 was approximately $1.4 million and $3.5 million , respectively. Capital lease obligations are included in Other current liabilities and Long-term capital leases, net of current portion in the accompanying consolidated balance sheets. The amortization of fixed assets under capital leases is included in depreciation expense within Cost of revenue and operating expenses in the accompanying consolidated statements of operations. Future minimum lease payments due under the non-cancelable operating lease arrangements contain fixed rent increases over the term of the lease. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. The excess of rent expense over future minimum lease payments due has been reported in Other current liabilities and Other long-term liabilities in the accompanying consolidated balance sheets. As of December 31, 2017 and 2016 , deferred rent related to these leases totaled $1.1 million and $1.0 million , respectively. The Company's lease agreement for its current corporate headquarters commenced in October 2015 and has a term of seven years. The Company may elect to renew the lease term for two additional five -year periods, subject to certain conditions and notice obligations set forth in the lease agreement. Minimum annual rental payments were $3.2 million the first lease year, and are scheduled to increase in each subsequent lease year by 2.75% . As of January 2017, the Company began paying its proportionate share of the landlord's operating expenses for the building, as specified in the lease agreement, subject to certain limitations. In December 2015, the Company exercised its right to terminate the lease for its previous corporate headquarters effective as of October 1, 2016. In conjunction with the exercise of its early termination right, the Company paid approximately $1.0 million during the fourth quarter of 2015. Total rent expense for the years ended December 31, 2017 , 2016 and 2015 was $4.3 million , $3.9 million and $3.1 million , respectively. Litigation and Other Contingencies From time to time, the Company is subject to litigation and claims arising in the ordinary course of business. It is not currently party to any material legal proceedings and it is not aware of any pending or threatened legal proceeding against the Company that it believes could have a material adverse effect on its business, operating results, cash flows or financial condition. During the first quarter of 2017, the Company completed its analysis with regard to potential unpaid sales tax obligations. Based on the results of this analysis, the Company made the decision to enter into voluntary disclosure agreements ("VDAs") with certain jurisdictions to reduce the Company’s potential sales tax liability. VDAs generally provide for a maximum look-back period, a waiver of penalties and, at times, interest as well as payment arrangements. The Company's estimated aggregate VDA liability of $2.5 million was recorded as a one-time charge in General and administrative expense in the accompanying consolidated statements of operations for the year ended December 31, 2017 . This amount represents the Company's estimate of its potential unpaid sales tax liability through the anticipated look-back periods including interest, where applicable, in all jurisdictions in which the Company has entered into VDAs. If the VDAs do not resolve all potential unpaid sales tax obligations, then it is possible that the actual aggregate unpaid sales tax liability may be higher or lower than the Company's estimate. Through December 31, 2017 , the Company has paid approximately $1.5 million under terms of the VDA agreements that it has completed with certain jurisdictions. During the third quarter of 2017, one jurisdiction rejected the Company's VDA application and will conduct a sales tax audit. The Company believes the scope of the audit will be limited and similar in principle to the VDA program offered by that jurisdiction; as a result, the Company has determined not to revise its estimate of its potential unpaid sales tax liability. The completion date of the sales tax audit has not been determined. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of loss before income taxes for the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Domestic $ (11,089 ) $ (10,761 ) $ (21,146 ) Foreign (5,184 ) (2,904 ) 10 Total loss before income taxes $ (16,273 ) $ (13,665 ) $ (21,136 ) The provision for income tax expense (benefit) included the following for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Current: Federal $ (39 ) $ — $ — State — (19 ) (101 ) Foreign 193 10 160 Total 154 (9 ) 59 Deferred: Federal (73 ) 43 37 State 15 6 15 Foreign 188 (5,698 ) (296 ) Total 130 (5,649 ) (244 ) Total tax expense (benefit) $ 284 $ (5,658 ) $ (185 ) The Tax Cuts and Jobs Act of 2017 ("Tax Act"), which went into effect on December 22, 2017, significantly revises the Internal Revenue Code of 1986, as amended ("IRC"). The Tax Act contains, among other things, significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time and modifying or repealing many business deductions and credits. The Tax Act is complex and it will take time to assess the implications thoroughly. The Company is currently evaluating the Tax Act with its professional advisors and has included the effects of the following changes enacted in the Tax Act in this Annual Report on Form 10-K: • The Company reduced its expected U.S. federal corporate income tax rate used to measure its deferred tax assets and liabilities to 21% from 34%, which had been used as of December 31, 2016. This resulted in a reduction of the Company’s net deferred tax assets of $16.6 million , which was offset by a corresponding reduction in the valuation allowance of $16.7 million that is recorded against its U.S. deferred tax assets, net of certain deferred tax liabilities. • The Company incorporated the newly enacted rules relating to IRC Section 162(m), which provide for a limitation on the annual deduction of excessive executive compensation. The new rules have an impact on the deferred tax asset recorded on stock-based compensation at the end of 2017. This resulted in a de minimis reduction in the end of year deferred tax asset on stock compensation, which was completely offset by a reduction in the valuation allowance. Other provisions of the law might have a significant impact on the Company, such as the new rules covering net operating loss carryforwards, the repeal of the alternative minimum tax, the new requirement to capitalize research and experimentation expenses, and the creation of the base erosion anti-abuse tax, the global intangible low taxed income inclusion, and the foreign derived intangible income deduction. However, the Company has determined that these changes will have no material impact on its financial results as of and for the year ended December 31, 2017. The Company is analyzing the other changes enacted in the Tax Act and has made a preliminary determination that they should not have a material impact on the Company's financial statements based on current operations. However, new developments such as changes in the Company’s operations or the issuance of additional guidance from the Internal Revenue Service could result in changes to the Company’s initial determination. In addition, it is uncertain if and to what extent various states will conform to the newly enacted federal tax law. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. In accordance with SAB 118, we have determined that the $16.6 million reduction to the Company's net deferred tax assets to account for the decrease in the U.S. federal tax rate and the de minimis reduction in the end of year deferred tax asset to account for the changes to IRC Section 162(m) were provisional amounts and a reasonable estimate at December 31, 2017. Additional work is necessary for a more detailed analysis of the impacts of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. During the first quarter of 2016, the Company elected to early adopt ASU 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), to present balance sheet classification of deferred income taxes as noncurrent. This adoption was applied prospectively and, therefore, prior periods were not retrospectively adjusted. The components of the Company’s net deferred tax asset (liability) as of December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Deferred tax assets: Domestic tax loss carryforwards $ 28,403 $ 32,539 Foreign tax loss carryforwards 6,849 5,455 Stock-based compensation 3,750 4,864 Tax credits 2,231 1,624 Lease incentive obligation 1,119 1,978 Other assets 2,232 2,248 Valuation allowance (38,054 ) (41,926 ) Total deferred tax assets 6,530 6,782 Deferred tax liabilities: Fixed assets 645 1,328 Intangible assets 604 566 Total deferred tax liabilities 1,249 1,894 Net deferred tax asset $ 5,281 $ 4,888 The Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) effective January 1, 2017. As a result of this adoption, the Company recognized $8.2 million of deferred tax assets attributable to accumulated excess tax benefits that under the previous guidance could not be recognized until the benefits were realized through a reduction in income taxes payable. This adjustment was applied using a modified retrospective method with a cumulative-effect adjustment to the accumulated deficit for the excess tax benefits not previously recognized. However, given the full valuation allowance of $8.2 million placed on the additional deferred tax assets, the recognition upon adoption had no impact on the Company's accumulated deficit as of January 1, 2017. Further, the Company has elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. At December 31, 2017 and 2016 , the Company had federal net operating loss ("NOL") carryforwards of $114.2 million and $109.5 million , respectively, which expire beginning in 2022. At December 31, 2017 and 2016 , the Company had state NOL carryforwards of $136.2 million and $128.3 million , respectively, which expire beginning in 2018. At December 31, 2017 and 2016 , the Company had U.S. federal income tax credit carryforwards of $3.0 million and $2.1 million , respectively, which expire beginning in 2034. The utilization of the NOL and tax credit carryforwards may be subject to limitation under the rules regarding a change in stock ownership as determined by the Internal Revenue Code and state and foreign tax laws. Prior to the utilization of these tax attributes, the Company will assess any limitations, particularly related to NOL carryforwards from its acquired entities. For each of the periods ended December 31, 2017 and 2016 , the Company also had foreign NOL carryforwards for use against future tax in those jurisdictions of $35.2 million and $27.3 million , respectively. The majority of the Company's foreign NOLs can be carried forward indefinitely. A valuation allowance has been recognized to offset deferred tax assets, primarily attributable to NOL carryforwards that the Company has determined are not more likely than not to be realized. In 2016, the Company released $5.3 million of the valuation allowance on deferred tax assets in several of its foreign jurisdictions based on the result of the Company's evaluation of the likelihood of potential tax benefits related to the foreign entities’ most recent three years of operating results and projections of future profitability, which primarily resulted from a change in the Company’s global transfer pricing methodology. There was a net decrease in valuation allowance of $3.9 million during the year ended December 31, 2017 , which was comprised of a net decrease of $12.6 million that was allocable to current operations (includes the reduction in the valuation allowance of $16.7 million noted above resulting from the Tax Act), an increase of $8.2 million from the adoption of ASU 2016-09 that was allocable to accumulated deficit and an increase of $0.5 million that was allocable to goodwill as part of the HubLogix acquisition. The Company does not generally consider deferred tax liabilities on indefinite-lived assets as a source of future taxable income available to be able to realize deferred tax assets. However, the Company considers the deferred tax liability associated with an indefinite-lived intangible asset as a source of future taxable income available to be able to realize the deferred tax asset recorded for the U.S. federal alternative minimum tax credit, which can be carried forward indefinitely. Since both the deferred tax liability and the deferred tax asset have indefinite lives, they offset each other to arrive at the net deferred tax liability. Undistributed earnings of the Company’s foreign subsidiaries are indefinitely reinvested offshore and, accordingly, no provision for U.S. federal or state income taxes has been provided thereon. The cumulative amount of undistributed earnings of the Company’s non-U.S. subsidiaries for the years ended December 31, 2017 and 2016 was no minal. The determination of the deferred tax liability, which requires complex analysis of international tax situations related to repatriation, is not practicable at this time. The Company is presently investing in international operations located in Europe, Asia, Australia and South America. The Company is funding the working capital needs of its foreign operations through its U.S. operations. In the future, the Company will utilize any foreign undistributed earnings, as well as continued funding from its U.S. operations, to support its continued investment in foreign growth. A reconciliation of the difference between the effective income tax rate and the statutory federal income tax rate for the years ended December 31, 2017 , 2016 and 2015 is as follows: 2017 2016 2015 U.S. statutory federal rate 34.0 % 34.0 % 34.0 % Increase (decrease) resulting from: State taxes, net of federal benefit 2.5 3.2 4.3 Change in U.S. federal statutory rate (102.2 ) — — Nondeductible expenses (10.5 ) (1.6 ) (14.0 ) Effect of foreign tax rate differential (5.3 ) (3.8 ) (0.1 ) Uncertain tax position (1.6 ) (0.8 ) (1.5 ) Research and development credit 5.6 4.1 3.7 Change in valuation allowance 77.1 11.2 (20.3 ) Other (1.3 ) (4.9 ) (5.2 ) Effective tax rate (1.7 )% 41.4 % 0.9 % The Company's effective tax rates for the years ended December 31, 2017 and 2015 are lower than the U.S. federal statutory rate of 34% primarily due to operating losses which are subject to a valuation allowance. The Company cannot recognize the tax benefit of operating loss carryforwards generated in certain jurisdictions due to uncertainties relating to future taxable income in those jurisdictions in terms of both its timing and its sufficiency, which would enable the Company to realize the benefits of those carryforwards. For the year ended December 31, 2016 , the effective tax rate is higher than the U.S. federal statutory rate of 34% primarily due to the $5.3 million release of the valuation allowance on deferred tax assets in several of its foreign jurisdictions. In 2017, due to the release of the valuation allowance at the end of 2016, the Company recognizes tax expense in most of these foreign jurisdictions. In addition, during 2017 the Company no longer had sufficient deferred tax liabilities in one of its foreign subsidiaries necessary to realize the tax benefit of all of its deferred tax assets for that same foreign subsidiary. The Company recorded a valuation allowance against the deferred tax assets of that foreign subsidiary, net of deferred tax liabilities. As a result, the Company is not currently permitted to recognize the tax benefit of that subsidiary’s losses. The remeasurement of the Company’s U.S. net deferred tax assets to reflect the newly enacted U.S. statutory tax rate of 21% resulted in tax expense of $16.6 million , which was offset by a corresponding reduction to the valuation allowance of $16.7 million . The net result from the change in the U.S. federal statutory tax rate was a tax benefit of $0.1 million . The nondeductible expenses during the years ended December 31, 2017, 2016 and 2015 primarily related to stock-based compensation expense associated with nondeductible stock awards. Nondeductible stock award expense and share-based compensation shortfalls had a larger impact on the December 31, 2015 tax rate than they did on the tax rate for the years ended December 31, 2017 and 2016. The decrease in the effective tax rate impact from the effect of foreign tax rate differential for the years ended December 31, 2017 and 2016 compared to the year ended December 31, 2015, was primarily due to an increase in the percentage of the Company's worldwide book losses recorded outside the U.S. during these periods. The Company's foreign jurisdictions comprise a mix of income and loss making entities. In 2017 and 2016, foreign losses exceeded foreign income. The Company accounts for uncertain tax provisions in accordance with Accounting Standards Codification Topic 740-10, Income Taxes ("ASC 740-10"). This guidance provides a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that a company has taken or expects to take on a tax return. The following table shows the changes in unrecognized tax benefits in accordance with ASC 740-10 for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Balance as of January 1, $ 766 $ 681 $ 782 Increases related to current tax positions 199 146 345 Increases related to prior year tax positions 317 — 79 Decreases related to prior year tax positions — (42 ) (411 ) Decreases related to the expirations of statutes of limitations — (19 ) (114 ) Balance as of December 31, $ 1,282 $ 766 $ 681 Although the ultimate timing of the resolution and/or closure of audits is highly uncertain, the Company believes it is reasonably possible that a de minimis amount of unrecognized tax benefits could reverse in the next twelve months. If the total unrecognized tax benefit was recognized, there would be a de minimis impact on the effective tax rate. As of December 31, 2017 and 2016 , the Company had no accrued interest or penalties related to the tax contingencies. The Company’s policy for recording interest and penalties is to record them as a component of provision for income taxes. The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state and local tax examinations by tax authorities for years prior to 2013, although carryforward attributes that were generated prior to 2013 may still be adjusted upon examination by the Internal Revenue Service if they either have been or will be used in a future period. The Company is no longer subject to examination in foreign tax jurisdictions for tax periods 2013 and prior. No income tax returns are currently under examination by taxing authorities. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY INCENTIVE PLANS AND STOCK-BASED COMPENSATION | EQUITY INCENTIVE PLANS AND STOCK-BASED COMPENSATION In May 2013, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2013 Equity Incentive Plan (the "2013 Plan"), pursuant to which the Company initially reserved 1,250,000 shares of its common stock for issuance to its employees, directors and non-employee third parties. The 2013 Plan provides for the grant of incentive stock options to employees, and for the grant of nonqualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors, and non-employee third parties. The number of shares of common stock reserved for issuance under the 2013 Plan will automatically increase on January 1 each year, for a period of ten years , from January 1, 2014 through January 1, 2023, by 5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. Accordingly, on January 1, 2018 the number of shares reserved for issuance under the 2013 Plan increased by 1,330,081 shares. As of December 31, 2017 , 1,085,091 shares remained available for future grant under the 2013 Plan. As a result of the adoption of the 2013 Plan, no further grants may be made under the former 2001 Stock Plan, although outstanding awards under the 2001 Stock Plan continue to vest in accordance with their terms until exercised, forfeited or expired. Stock-based compensation expense is included in the following line items in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Cost of revenue $ 807 $ 1,259 $ 992 Sales and marketing 3,971 4,775 4,421 Research and development 2,260 1,962 1,689 General and administrative 4,909 5,266 4,735 $ 11,947 $ 13,262 $ 11,837 Stock Option Awards The Company values stock options using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the "simplified method." Under the "simplified method," the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company used the "simplified method" due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is estimated based on the historical volatility of the Company's stock. Prior to the fourth quarter of 2017, expected volatility was estimated based on volatilities of publicly traded stock for comparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not paying dividends. The following table summarizes the assumptions used for estimating the fair value of stock options granted for the years ended December 31, 2017 , 2016 and 2015 : 2017 2016 2015 Risk-free interest rate 1.4% - 2.1% 0.8% - 1.8% 0.9% - 1.7% Expected term (years) 6.25 6.25 6.25 Expected volatility 45% - 51% 46% - 50% 45% - 47% Dividend yield 0% 0% 0% The following is a summary of the option activity for the year ended December 31, 2017 : Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding balance at December 31, 2016 1,686,095 $ 9.78 Granted 674,245 10.26 Exercised (172,690 ) 8.29 Forfeited (59,590 ) 11.90 Expired (19,668 ) 23.60 Outstanding balance at December 31, 2017 2,108,392 $ 9.87 7.26 $ 1,685 Exercisable at December 31, 2017 940,485 $ 9.02 5.49 $ 1,662 Vested and expected to vest at December 31, 2017 1,924,479 $ 9.80 7.13 $ 1,682 The weighted average grant date fair value for the Company's stock options granted during the years ended December 31, 2017 , 2016 , and 2015 was $4.17 , $4.73 and $4.29 per share, respectively. The total fair value of stock options vested during the years ended December 31, 2017 , 2016 and 2015 was $1.2 million , $1.1 million and $1.2 million , respectively. The total compensation cost related to nonvested stock options not yet recognized as of December 31, 2017 was $2.1 million and will be recognized over a weighted average period of approximately 1.9 years. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2017 , 2016 , and 2015 was $0.5 million , $2.1 million and $1.2 million , respectively. Restricted Stock Units The following table summarizes the RSU activity for the year ended December 31, 2017 : Number of RSUs Weighted Average Grant-Date Fair Value Unvested RSUs as of December 31, 2016 2,151,658 $ 12.54 Granted 1,378,259 10.37 Vested (721,495 ) 13.43 Forfeited (327,385 ) 12.08 Unvested RSUs as of December 31, 2017 2,481,037 $ 11.14 The total unrecognized compensation cost related to the unvested RSUs as of December 31, 2017 was $9.3 million and will be recognized over a weighted average period of approximately 1.7 years. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following securities have been excluded from the calculation of weighted average common shares outstanding because the effect is anti-dilutive for the years ended December 31, 2017 , 2016 and 2015 : 2017 2016 2015 Stock options 2,108,392 1,686,095 1,470,293 RSUs 2,481,037 2,151,658 1,949,702 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") for purposes of allocating resources and evaluating financial performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment and one reportable segment. Substantially all assets were held in the United States during the years ended December 31, 2017 and 2016 . The following table summarizes revenue by geography and product for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Revenue by geography: Domestic $ 95,722 $ 88,668 $ 76,446 International 26,813 24,532 24,139 Total $ 122,535 $ 113,200 $ 100,585 Revenue by product: Marketplaces $ 93,449 $ 86,312 $ 74,210 Digital marketing 18,076 19,367 20,182 Other 11,010 7,521 6,193 Total $ 122,535 $ 113,200 $ 100,585 The Company's revenue from external customers based in the United Kingdom totaled approximately $11.7 million , $12.7 million and $13.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS The Company provides retirement plans whereby participants may elect to contribute a portion of their annual compensation to the plans, after complying with certain requirements and subject to certain limitations. The Company contributed an aggregate of $1.5 million , $1.0 million and $0.8 million to the plans for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Selected Quarterly Information
Selected Quarterly Information | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY INFORMATION (UNAUDITED) | SELECTED QUARTERLY INFORMATION (UNAUDITED) Three Months Ended, March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenue $ 28,329 $ 30,004 $ 30,097 $ 34,105 Gross profit 21,487 23,484 23,548 28,066 Loss from operations (8,053 ) (3,968 ) (4,121 ) (436 ) Net loss (8,056 ) (3,985 ) (4,055 ) (461 ) Net loss per share: Basic and diluted $ (0.31 ) $ (0.15 ) $ (0.15 ) $ (0.02 ) Three Months Ended, March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenue $ 26,347 $ 27,098 $ 27,992 $ 31,763 Gross profit 19,434 20,235 21,181 24,730 (Loss) income from operations (4,639 ) (6,740 ) (2,680 ) 222 Net (loss) income (4,563 ) (6,727 ) (2,552 ) 5,835 Net (loss) income per share: Basic (0.18 ) (0.26 ) (0.10 ) 0.23 Diluted (0.18 ) (0.26 ) (0.10 ) 0.21 |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification | Reclassification Certain prior period amounts included in the consolidated statements of operations have been reclassified to conform to the current period’s presentation. In 2015 and prior, depreciation and amortization expense was presented separately from cost of revenue and operating expenses in the consolidated statements of operations. Beginning with the first quarter of 2016, the Company now includes depreciation and amortization expense in cost of revenue and operating expenses in the consolidated statements of operations and separately discloses the amounts reflected in each financial statement line item in the notes to its consolidated financial statements. In addition, the Company has revised the classification of certain operating expenses to better align the income statement line items with how operations are managed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Standard Description Effect on the Financial Statements or Other Significant Matters Standards that are not yet adopted Leases: ASU 2016-02, Leases (Topic 842) Effective date: January 1, 2019 The standard requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. The standard also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The Company has formed a project team to prepare for the adoption of the standard by its effective date. The project team has identified a preliminary population of leases and is evaluating the impact that adjustments to them under ASU 2016-02 will have to its consolidated financial statements. Financial Instruments: ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Effective date: January 1, 2020 The standard replaces the incurred loss impairment methodology in current U.S. GAAP (defined below) with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more useful information about expected credit losses. The Company is currently evaluating the impact the adoption of the standard will have on its consolidated financial statements. Standards adopted effective January 1, 2017 Stock-Based Compensation: ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) The standard is intended to simplify several aspects of the accounting for 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. The Company adopted the standard effective January 1, 2017. As a result of this adoption, the Company recognized $8.2 million of deferred tax assets attributable to accumulated excess tax benefits that under the previous guidance could not be recognized until the benefits were realized through a reduction in income taxes payable. This adjustment was applied using a modified retrospective method with a cumulative-effect adjustment to the accumulated deficit for the excess tax benefits not previously recognized. However, given the full valuation allowance of $8.2 million placed on the additional deferred tax assets, the recognition upon adoption had no impact on the Company's accumulated deficit as of January 1, 2017. Further, the Company has elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. Standards adopted effective January 1, 2018 Cash Flow: ASU 2016-18, Restricted Cash The standard requires that entities show the changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows. Transfers between cash, cash equivalents and restricted cash should not be presented as cash flow activities on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption did not have a material impact on its consolidated financial statements. Revenue Recognition: Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and provides 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. ASU 2014-09 also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. The Company formed a project team to evaluate and direct the implementation of the new revenue recognition standard and related amendments. The project team developed an implementation plan centered around specific functional areas expected to be impacted by the standard and its amendments, including accounting and reporting, information technology ("IT"), internal audit and contracts and legal, among others. As part of the adoption process, findings and progress of the implementation plan have been reported to management and to the Audit Committee on a frequent basis over the last two years. The Company adopted this standard effective January 1, 2018 using the modified retrospective transition method. The most significant impacts of the new standard upon adoption relate to the timing of revenue recognition of fixed fees for the Company’s contracts, as well as the accounting for costs to obtain contracts. Under the new standard, for managed-service contracts, revenue recognition for the managed-service subscription and implementation fees will begin on the launch date and will be recognized over time through the contract end date. The Company currently defers revenue until the completion of the implementation services, at which point the Company recognizes a cumulative catch-up adjustment equal to the revenue earned during the implementation period but previously deferred. The remaining balance of these fixed fees is recognized ratably over the remaining term of the contract. Additionally, under the new standard, the Company will defer and amortize sales commissions and a portion of other incentive compensation. The Company currently expenses these contract costs as incurred. The adoption of the standard as of January 1, 2018 will result in an adjustment to accumulated deficit of between $8.0 million and $9.0 million related to the deferral of contract costs and an adjustment to accumulated deficit of less than $1.0 million related to the timing of revenue recognition. For the year ending December 31, 2018, the Company expects a net benefit to operating income on its consolidated statement of operations of between $5.0 million and $7.0 million related to deferring contract costs and a net benefit of less than $1.0 million related to the timing of revenue recognition resulting from the adoption of the standard. ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) The standard clarifies implementation guidance on principal versus agent considerations in ASU 2014-09. ASU 2016-10, Identifying Performance Obligations and Licensing The standard clarifies implementation guidance on the identification of performance obligations and the licensing implementation guidance in ASU 2014-09. ASU 2016-12, Narrow-Scope Improvements and Practical Expedients The standard clarifies the guidance on assessing collectability, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at transition. ASU 2016-20, Technical Corrections and Improvements to Topic 606 The standard clarifies certain narrow aspects of ASU 2014-09. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, income taxes and assumptions used for purposes of determining stock-based compensation, among others. Estimates and assumptions are also required to value assets acquired and liabilities assumed as well as contingent consideration, where applicable, in conjunction with business combinations. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments maturing within ninety days or less at the time of purchase to be cash equivalents. Cash and cash equivalents are comprised of cash and money market funds. Due to the short-term nature and liquidity of these financial instruments, the carrying value of these assets approximates fair value. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The majority of the Company’s revenue is derived from subscription fees paid by customers for access to and usage of the Company’s cloud-based SaaS platform for a specified period of time, which is typically one year . A portion of the subscription fee is typically fixed and is based on a specified minimum amount of gross merchandise value ("GMV") or advertising spend that a customer expects to process through the Company’s platform over the contract term. The remaining portion of the subscription fee is variable and is based on a specified percentage of GMV or advertising spend processed through the Company’s platform in excess of the customer’s specified minimum amount. In addition, other sources of revenue consist primarily of implementation fees, which may include fees for providing launch assistance and training. Implementation services are provided at the customer's option and are not essential to the functionality of the Company's platform, nor is the customer required to purchase these services in order to access the Company's platform. The Company also generates revenue from its solutions that allow branded manufacturers to direct potential consumers from their websites and digital marketing campaigns to authorized resellers. These contracts are generally one year in duration. The Company recognizes revenue when there is persuasive evidence of an arrangement, the service has been provided to the customer, the collection of the fee is reasonably assured and the amount of the fee to be paid by the customer is fixed or determinable. The Company’s contractual arrangements include performance, termination and cancellation provisions, but do not provide for refunds. Customers do not have the contractual right to take possession of the Company’s software at any time. The Company’s arrangements generally contain multiple elements comprised of subscription and implementation services. The Company evaluates each element in an arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within the Company’s control. The Company’s implementation services are not sold separately from the subscription and there is no alternative use for them. As such, the Company has determined the implementation services do not have standalone value. Accordingly, subscription and implementation services are combined and recognized as a single unit of accounting. The Company generally recognizes the fixed portion of subscription fees and implementation fees ratably over the contract term. Recognition begins when the customer has access to the Company’s platform or to its solutions for branded manufacturers and transactions can be processed, provided all other revenue recognition criteria have been met. Some customers elect a managed-service solution and contract with the Company to manage some or all aspects of the Company’s SaaS solutions on the customer’s behalf for a specified period of time, which is typically one year . Under these managed-service arrangements, customer transactions cannot be processed through the Company’s platform until the completion of the implementation services. As such, revenue is contingent upon the Company’s completion of the implementation services and recognition commences when transactions can be processed on the Company’s platform, provided all other revenue recognition criteria have been satisfied. At that time, the Company recognizes a pro-rata portion of the fees earned since the inception of the arrangement. The balance of the fees is recognized ratably over the remaining contract term. The Company recognizes the variable portion of subscription fee revenue in the period in which the related GMV is processed, provided all other revenue recognition criteria have been met. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Deferred revenue represents the unearned portion of fixed subscription fees and implementation fees. Deferred amounts are generally recognized within one year. Those amounts that are expected to be recognized in greater than one year are recorded in Other long-term liabilities in the accompanying condensed consolidated balance sheets. |
Sales Commissions | Sales Commissions Sales commissions are expensed when the related subscription agreement is executed by the customer. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of personnel and related costs, including salaries, bonuses, payroll taxes and stock-based compensation, co-location facility costs for the Company’s data centers, depreciation expense for computer equipment directly associated with generating revenue, credit card transaction fees and infrastructure maintenance costs. In addition, the Company allocates a portion of overhead, such as rent, additional depreciation and amortization and employee benefits costs, to cost of revenue based on headcount. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows: • Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their respective fair values due to their short-term nature. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company’s cash and cash equivalents accounts exceed federally insured limits. The Company has not experienced any losses on its cash and cash equivalents accounts to date. To manage accounts receivable risk, the Company maintains an allowance for doubtful accounts. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to customers without requiring collateral. Accounts receivable are stated at realizable value, net of an allowance for doubtful accounts. The Company utilizes the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of amounts due. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from the Company’s estimates. |
Other Receivables | Other Receivables Under certain customer arrangements, the Company collects and remits monthly activity-based fees incurred on specific channels on the customers’ behalf. The Company records the amounts due from customers as a result of these arrangements as other receivables. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Depreciation and amortization is provided over the estimated useful lives of the related assets using the straight-line method. The estimated useful lives for significant property and equipment categories are generally as follows: Purchased software, including internal-use software 3 years Computer hardware 3 years Furniture and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life Repairs and maintenance costs are expensed as incurred. |
Identifiable Intangible Assets | Identifiable Intangible Assets The Company acquired intangible assets in connection with its business acquisitions. These assets were recorded at their estimated fair values at the acquisition date and are being amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives and amortization methodology used in computing amortization are as follows: Estimated Useful Lives Amortization Methodology Customer relationships 7 years Straight-line Acquired technology 7 years Straight-line Trade names 3 years Straight-line |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized, if any, is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets or asset group. Assets held for sale are reported at the lower of the carrying amount or fair value, less costs to sell. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate of the fair value of consideration transferred in a business combination over the fair value of assets acquired, net of liabilities assumed. The Company recorded goodwill in connection with its business acquisitions. See Note 3 below for information regarding goodwill recorded in connection with the acquisition of HubLogix. Goodwill is not amortized, but is subject to an annual impairment test, as described below. The Company has determined that it has a single, entity-wide reporting unit. The Company first assessed qualitative factors to determine whether it was more likely than not that the fair value of its single reporting unit was less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test under ASU No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment. If the qualitative factors had indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount, the Company would have tested goodwill for impairment at the reporting unit level using a two-step approach. The first step is to compare the fair value of the reporting unit to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit is greater than the carrying value of the net assets assigned to the reporting unit, the assigned goodwill is not considered impaired. If the fair value is less than the reporting unit’s carrying value, step two is performed to measure the amount of the impairment, if any. In the second step, the fair value of goodwill is determined by deducting the fair value of the reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if the reporting unit had just been acquired and the fair value was being initially allocated. If the carrying value of goodwill exceeds the implied fair value, an impairment charge would be recorded in the period the determination is made. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company applies the accounting guidance for uncertainties in income taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken, in a tax return in the financial statements. Additionally, the guidance also prescribes the treatment for the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will be recognized if it is more likely than not to be sustained. The Company’s policy for recording interest and penalties is to record them as a component of provision for income taxes. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s non-U.S. operations is the local currency. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Non-monetary assets and liabilities are translated at the historical rates in effect when the assets were acquired or obligations incurred. Revenue and expenses are translated into U.S. dollars using the average rates of exchange prevailing during the period. Translation gains or losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Gains and losses resulting from foreign currency transactions are recognized as other (expense) income. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards, which include stock options and restricted stock units ("RSUs"), based on the fair value of the award as of the grant date. The Company recognizes stock-based compensation expense using the accelerated attribution method, net of estimated forfeitures, in which compensation cost for each vesting tranche in an award is recognized ratably from the service inception date to the vesting date for that tranche. The Company uses the Black-Scholes option pricing model for estimating the fair value of stock options. The use of the option valuation model requires the input of the Company's stock price, as well as highly subjective assumptions, including the expected life of the option and the expected stock price volatility based on peer companies. Additionally, the recognition of expense requires the estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited. The fair value of the Company's common stock, for purposes of determining the grant date fair value of option and RSU awards, has been determined by using the closing market price per share of common stock as quoted on the New York Stock Exchange on the date of grant. |
Basic and Diluted Loss per Common Share | Basic and Diluted Loss per Common Share Diluted loss per share is the same as basic loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive given the Company’s net loss. |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Reclassifications | The tables below summarize these reclassifications (in thousands): Year Ended December 31, 2015 As Previously Reported Reclassification As Reclassified Cost of revenue $ 20,848 $ 4,986 $ 25,834 Depreciation - Cost of revenue 4,986 (4,986 ) — Sales and marketing 51,941 1,829 53,770 Research and development 16,060 506 16,566 General and administrative 24,136 1,472 25,608 Depreciation and amortization 3,807 (3,807 ) — |
Schedule of Depreciation and Amortization | Depreciation and amortization expense is included in the following line items in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Cost of revenue $ 3,955 $ 4,632 $ 4,986 Sales and marketing 1,062 1,136 1,264 Research and development 424 458 506 General and administrative 1,137 1,612 2,037 $ 6,578 $ 7,838 $ 8,793 |
New Accounting Pronouncements | Standard Description Effect on the Financial Statements or Other Significant Matters Standards that are not yet adopted Leases: ASU 2016-02, Leases (Topic 842) Effective date: January 1, 2019 The standard requires that lessees recognize assets and liabilities for leases with lease terms greater than twelve months in the statement of financial position. The standard also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. The Company has formed a project team to prepare for the adoption of the standard by its effective date. The project team has identified a preliminary population of leases and is evaluating the impact that adjustments to them under ASU 2016-02 will have to its consolidated financial statements. Financial Instruments: ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Effective date: January 1, 2020 The standard replaces the incurred loss impairment methodology in current U.S. GAAP (defined below) with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more useful information about expected credit losses. The Company is currently evaluating the impact the adoption of the standard will have on its consolidated financial statements. Standards adopted effective January 1, 2017 Stock-Based Compensation: ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) The standard is intended to simplify several aspects of the accounting for 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. The Company adopted the standard effective January 1, 2017. As a result of this adoption, the Company recognized $8.2 million of deferred tax assets attributable to accumulated excess tax benefits that under the previous guidance could not be recognized until the benefits were realized through a reduction in income taxes payable. This adjustment was applied using a modified retrospective method with a cumulative-effect adjustment to the accumulated deficit for the excess tax benefits not previously recognized. However, given the full valuation allowance of $8.2 million placed on the additional deferred tax assets, the recognition upon adoption had no impact on the Company's accumulated deficit as of January 1, 2017. Further, the Company has elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period. Standards adopted effective January 1, 2018 Cash Flow: ASU 2016-18, Restricted Cash The standard requires that entities show the changes in the total of cash, cash equivalents and restricted cash in the statement of cash flows. Transfers between cash, cash equivalents and restricted cash should not be presented as cash flow activities on the statement of cash flows. The Company adopted this standard effective January 1, 2018. The adoption did not have a material impact on its consolidated financial statements. Revenue Recognition: Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and provides 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. ASU 2014-09 also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. The Company formed a project team to evaluate and direct the implementation of the new revenue recognition standard and related amendments. The project team developed an implementation plan centered around specific functional areas expected to be impacted by the standard and its amendments, including accounting and reporting, information technology ("IT"), internal audit and contracts and legal, among others. As part of the adoption process, findings and progress of the implementation plan have been reported to management and to the Audit Committee on a frequent basis over the last two years. The Company adopted this standard effective January 1, 2018 using the modified retrospective transition method. The most significant impacts of the new standard upon adoption relate to the timing of revenue recognition of fixed fees for the Company’s contracts, as well as the accounting for costs to obtain contracts. Under the new standard, for managed-service contracts, revenue recognition for the managed-service subscription and implementation fees will begin on the launch date and will be recognized over time through the contract end date. The Company currently defers revenue until the completion of the implementation services, at which point the Company recognizes a cumulative catch-up adjustment equal to the revenue earned during the implementation period but previously deferred. The remaining balance of these fixed fees is recognized ratably over the remaining term of the contract. Additionally, under the new standard, the Company will defer and amortize sales commissions and a portion of other incentive compensation. The Company currently expenses these contract costs as incurred. The adoption of the standard as of January 1, 2018 will result in an adjustment to accumulated deficit of between $8.0 million and $9.0 million related to the deferral of contract costs and an adjustment to accumulated deficit of less than $1.0 million related to the timing of revenue recognition. For the year ending December 31, 2018, the Company expects a net benefit to operating income on its consolidated statement of operations of between $5.0 million and $7.0 million related to deferring contract costs and a net benefit of less than $1.0 million related to the timing of revenue recognition resulting from the adoption of the standard. ASU 2016-08, Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) The standard clarifies implementation guidance on principal versus agent considerations in ASU 2014-09. ASU 2016-10, Identifying Performance Obligations and Licensing The standard clarifies implementation guidance on the identification of performance obligations and the licensing implementation guidance in ASU 2014-09. ASU 2016-12, Narrow-Scope Improvements and Practical Expedients The standard clarifies the guidance on assessing collectability, presentation of sales taxes, noncash consideration and completed contracts and contract modifications at transition. ASU 2016-20, Technical Corrections and Improvements to Topic 606 The standard clarifies certain narrow aspects of ASU 2014-09. |
Changes in Allowance for Doubtful Accounts | The following table presents the changes in the Company’s allowance for doubtful accounts during the years ended December 31, 2017 , 2016 and 2015 (in thousands): Balance at Beginning of Period Additions Charged To Expense/ Against Revenue Deductions Balance at End of Period Allowance for doubtful accounts: Year ended December 31, 2017 $ 594 727 (712 ) $ 609 Year ended December 31, 2016 $ 785 528 (719 ) $ 594 Year ended December 31, 2015 $ 673 1,236 (1,124 ) $ 785 |
Schedule of Property and Equipment | The estimated useful lives for significant property and equipment categories are generally as follows: Purchased software, including internal-use software 3 years Computer hardware 3 years Furniture and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life Property and equipment consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Purchased software, including internal-use software $ 14,813 $ 13,821 Computer hardware 12,129 11,608 Furniture and office equipment 2,583 2,767 Leasehold improvements 7,819 7,642 Construction in process 221 149 37,565 35,987 Less: accumulated depreciation (26,688 ) (22,735 ) Property and equipment, net $ 10,877 $ 13,252 |
Schedule of Intangible Assets | The estimated useful lives and amortization methodology used in computing amortization are as follows: Estimated Useful Lives Amortization Methodology Customer relationships 7 years Straight-line Acquired technology 7 years Straight-line Trade names 3 years Straight-line Intangible assets consisted of the following (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Customer relationships $ 2,230 $ (961 ) $ 1,269 7.0 Acquired technology 2,030 (796 ) 1,234 7.0 Total $ 4,260 $ (1,757 ) $ 2,503 7.0 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Customer relationships $ 2,100 $ (650 ) $ 1,450 7.0 Acquired technology 1,700 (526 ) 1,174 7.0 Trade names 130 (94 ) 36 3.0 Total $ 3,930 $ (1,270 ) $ 2,660 6.9 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives for significant property and equipment categories are generally as follows: Purchased software, including internal-use software 3 years Computer hardware 3 years Furniture and office equipment 3 to 5 years Leasehold improvements Lesser of remaining lease term or useful life Property and equipment consisted of the following as of December 31, 2017 and 2016 (in thousands): 2017 2016 Purchased software, including internal-use software $ 14,813 $ 13,821 Computer hardware 12,129 11,608 Furniture and office equipment 2,583 2,767 Leasehold improvements 7,819 7,642 Construction in process 221 149 37,565 35,987 Less: accumulated depreciation (26,688 ) (22,735 ) Property and equipment, net $ 10,877 $ 13,252 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table shows the changes in the carrying amount of goodwill for the year ended December 31, 2017 (in thousands): Balance as of December 31, 2016 $ 21,632 Goodwill attributable to the HubLogix acquisition 1,854 Balance as of December 31, 2017 $ 23,486 |
Schedule of Intangible Assets | The estimated useful lives and amortization methodology used in computing amortization are as follows: Estimated Useful Lives Amortization Methodology Customer relationships 7 years Straight-line Acquired technology 7 years Straight-line Trade names 3 years Straight-line Intangible assets consisted of the following (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Customer relationships $ 2,230 $ (961 ) $ 1,269 7.0 Acquired technology 2,030 (796 ) 1,234 7.0 Total $ 4,260 $ (1,757 ) $ 2,503 7.0 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Customer relationships $ 2,100 $ (650 ) $ 1,450 7.0 Acquired technology 1,700 (526 ) 1,174 7.0 Trade names 130 (94 ) 36 3.0 Total $ 3,930 $ (1,270 ) $ 2,660 6.9 |
Expected Future Amortization Expense | As of December 31, 2017 , expected amortization expense over the remaining intangible asset lives is as follows (in thousands): Year Ending December 31, 2018 $ 609 2019 609 2020 609 2021 518 2022 65 Thereafter 93 Total $ 2,503 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | The Company leases office facilities and certain equipment under non-cancelable operating and capital leases. Future minimum lease payments on capital leases and future payments on operating leases with remaining terms in excess of one year are as follows (in thousands): Operating Leases Capital Leases Year Ending December 31, 2018 $ 5,893 $ 1,027 2019 4,779 652 2020 5,037 — 2021 4,773 — 2022 4,033 — Thereafter 996 — Total minimum lease payments $ 25,511 1,679 Less: imputed interest (45 ) Less: current portion (993 ) Capital lease obligations, net of current portion $ 641 |
Schedule of Future Minimum Lease Payments for Capital Leases | The Company leases office facilities and certain equipment under non-cancelable operating and capital leases. Future minimum lease payments on capital leases and future payments on operating leases with remaining terms in excess of one year are as follows (in thousands): Operating Leases Capital Leases Year Ending December 31, 2018 $ 5,893 $ 1,027 2019 4,779 652 2020 5,037 — 2021 4,773 — 2022 4,033 — Thereafter 996 — Total minimum lease payments $ 25,511 1,679 Less: imputed interest (45 ) Less: current portion (993 ) Capital lease obligations, net of current portion $ 641 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) before Income Taxes | The components of loss before income taxes for the years ended December 31, 2017 , 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Domestic $ (11,089 ) $ (10,761 ) $ (21,146 ) Foreign (5,184 ) (2,904 ) 10 Total loss before income taxes $ (16,273 ) $ (13,665 ) $ (21,136 ) |
Schedule of Provision for Income Tax Expense (Benefit) | The provision for income tax expense (benefit) included the following for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Current: Federal $ (39 ) $ — $ — State — (19 ) (101 ) Foreign 193 10 160 Total 154 (9 ) 59 Deferred: Federal (73 ) 43 37 State 15 6 15 Foreign 188 (5,698 ) (296 ) Total 130 (5,649 ) (244 ) Total tax expense (benefit) $ 284 $ (5,658 ) $ (185 ) |
Components of Net Deferred Tax Assets (Liabilities) | The components of the Company’s net deferred tax asset (liability) as of December 31, 2017 and 2016 were as follows (in thousands): 2017 2016 Deferred tax assets: Domestic tax loss carryforwards $ 28,403 $ 32,539 Foreign tax loss carryforwards 6,849 5,455 Stock-based compensation 3,750 4,864 Tax credits 2,231 1,624 Lease incentive obligation 1,119 1,978 Other assets 2,232 2,248 Valuation allowance (38,054 ) (41,926 ) Total deferred tax assets 6,530 6,782 Deferred tax liabilities: Fixed assets 645 1,328 Intangible assets 604 566 Total deferred tax liabilities 1,249 1,894 Net deferred tax asset $ 5,281 $ 4,888 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the difference between the effective income tax rate and the statutory federal income tax rate for the years ended December 31, 2017 , 2016 and 2015 is as follows: 2017 2016 2015 U.S. statutory federal rate 34.0 % 34.0 % 34.0 % Increase (decrease) resulting from: State taxes, net of federal benefit 2.5 3.2 4.3 Change in U.S. federal statutory rate (102.2 ) — — Nondeductible expenses (10.5 ) (1.6 ) (14.0 ) Effect of foreign tax rate differential (5.3 ) (3.8 ) (0.1 ) Uncertain tax position (1.6 ) (0.8 ) (1.5 ) Research and development credit 5.6 4.1 3.7 Change in valuation allowance 77.1 11.2 (20.3 ) Other (1.3 ) (4.9 ) (5.2 ) Effective tax rate (1.7 )% 41.4 % 0.9 % |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table shows the changes in unrecognized tax benefits in accordance with ASC 740-10 for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Balance as of January 1, $ 766 $ 681 $ 782 Increases related to current tax positions 199 146 345 Increases related to prior year tax positions 317 — 79 Decreases related to prior year tax positions — (42 ) (411 ) Decreases related to the expirations of statutes of limitations — (19 ) (114 ) Balance as of December 31, $ 1,282 $ 766 $ 681 |
Equity Incentive Plans and St26
Equity Incentive Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense is included in the following line items in the accompanying consolidated statements of operations for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Cost of revenue $ 807 $ 1,259 $ 992 Sales and marketing 3,971 4,775 4,421 Research and development 2,260 1,962 1,689 General and administrative 4,909 5,266 4,735 $ 11,947 $ 13,262 $ 11,837 |
Summary of Weighted-Average Assumptions Used for Estimating Fair Value of Stock Granted | The following table summarizes the assumptions used for estimating the fair value of stock options granted for the years ended December 31, 2017 , 2016 and 2015 : 2017 2016 2015 Risk-free interest rate 1.4% - 2.1% 0.8% - 1.8% 0.9% - 1.7% Expected term (years) 6.25 6.25 6.25 Expected volatility 45% - 51% 46% - 50% 45% - 47% Dividend yield 0% 0% 0% |
Summary of Stock Option Activity | The following is a summary of the option activity for the year ended December 31, 2017 : Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding balance at December 31, 2016 1,686,095 $ 9.78 Granted 674,245 10.26 Exercised (172,690 ) 8.29 Forfeited (59,590 ) 11.90 Expired (19,668 ) 23.60 Outstanding balance at December 31, 2017 2,108,392 $ 9.87 7.26 $ 1,685 Exercisable at December 31, 2017 940,485 $ 9.02 5.49 $ 1,662 Vested and expected to vest at December 31, 2017 1,924,479 $ 9.80 7.13 $ 1,682 |
Summary of Restricted Stock Units Award Activity | The following table summarizes the RSU activity for the year ended December 31, 2017 : Number of RSUs Weighted Average Grant-Date Fair Value Unvested RSUs as of December 31, 2016 2,151,658 $ 12.54 Granted 1,378,259 10.37 Vested (721,495 ) 13.43 Forfeited (327,385 ) 12.08 Unvested RSUs as of December 31, 2017 2,481,037 $ 11.14 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Excluded from Calculation of Weighted Average Common Shares Outstanding | The following securities have been excluded from the calculation of weighted average common shares outstanding because the effect is anti-dilutive for the years ended December 31, 2017 , 2016 and 2015 : 2017 2016 2015 Stock options 2,108,392 1,686,095 1,470,293 RSUs 2,481,037 2,151,658 1,949,702 |
Segment and Geographic Inform28
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geography | The following table summarizes revenue by geography and product for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Revenue by geography: Domestic $ 95,722 $ 88,668 $ 76,446 International 26,813 24,532 24,139 Total $ 122,535 $ 113,200 $ 100,585 Revenue by product: Marketplaces $ 93,449 $ 86,312 $ 74,210 Digital marketing 18,076 19,367 20,182 Other 11,010 7,521 6,193 Total $ 122,535 $ 113,200 $ 100,585 |
Summary of Revenue by Product | The following table summarizes revenue by geography and product for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Revenue by geography: Domestic $ 95,722 $ 88,668 $ 76,446 International 26,813 24,532 24,139 Total $ 122,535 $ 113,200 $ 100,585 Revenue by product: Marketplaces $ 93,449 $ 86,312 $ 74,210 Digital marketing 18,076 19,367 20,182 Other 11,010 7,521 6,193 Total $ 122,535 $ 113,200 $ 100,585 |
Selected Quarterly Information
Selected Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Three Months Ended, March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenue $ 28,329 $ 30,004 $ 30,097 $ 34,105 Gross profit 21,487 23,484 23,548 28,066 Loss from operations (8,053 ) (3,968 ) (4,121 ) (436 ) Net loss (8,056 ) (3,985 ) (4,055 ) (461 ) Net loss per share: Basic and diluted $ (0.31 ) $ (0.15 ) $ (0.15 ) $ (0.02 ) Three Months Ended, March 31, June 30, September 30, December 31, (in thousands, except per share amounts) Revenue $ 26,347 $ 27,098 $ 27,992 $ 31,763 Gross profit 19,434 20,235 21,181 24,730 (Loss) income from operations (4,639 ) (6,740 ) (2,680 ) 222 Net (loss) income (4,563 ) (6,727 ) (2,552 ) 5,835 Net (loss) income per share: Basic (0.18 ) (0.26 ) (0.10 ) 0.23 Diluted (0.18 ) (0.26 ) (0.10 ) 0.21 |
Significant Accounting Polici30
Significant Accounting Policies - Additional Information (Detail) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2017USD ($) |
Significant Accounting Policies [Line Items] | |||||
Net deferred tax asset | $ 5,281,000 | $ 4,888,000 | |||
Valuation allowance | $ 38,054,000 | 41,926,000 | |||
Self-service contract period | 1 year | ||||
Branded manufacturer contract period | 1 year | ||||
Managed-service contract period | 1 year | ||||
Liability value | 200,000 | ||||
Other receivables | $ 10,600,000 | 7,600,000 | |||
Impairment of long-lived assets | $ 0 | 0 | |||
Number of reportable segments | segment | 1 | ||||
Goodwill impairment loss | $ 0 | 0 | |||
Advertising expense | 5,300,000 | 4,100,000 | $ 4,300,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | |||
Accounting Standards Update 2016-09 | |||||
Significant Accounting Policies [Line Items] | |||||
Net deferred tax asset | $ 8,200,000 | ||||
Valuation allowance | $ 8,200,000 | ||||
Subsequent Event | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Contract cost | $ 8,000,000 | ||||
Subsequent Event | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | Operating Income | |||||
Significant Accounting Policies [Line Items] | |||||
Contract cost | 5,000,000 | ||||
Subsequent Event | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Contract cost | 9,000,000 | ||||
Revenue from contract with customers | 1,000,000 | ||||
Subsequent Event | Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | Operating Income | |||||
Significant Accounting Policies [Line Items] | |||||
Contract cost | 7,000,000 | ||||
Revenue from contract with customers | $ 1,000,000 |
Significant Accounting Polici31
Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue | $ 25,950 | $ 27,620 | $ 25,834 |
Depreciation - Cost of revenue | 0 | ||
Sales and marketing | 63,495 | 56,602 | 53,770 |
Research and development | 21,868 | 17,736 | 16,566 |
General and administrative | $ 27,800 | $ 25,079 | 25,608 |
Depreciation and amortization | 0 | ||
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue | 20,848 | ||
Depreciation - Cost of revenue | 4,986 | ||
Sales and marketing | 51,941 | ||
Research and development | 16,060 | ||
General and administrative | 24,136 | ||
Depreciation and amortization | 3,807 | ||
Reclassification | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cost of revenue | 4,986 | ||
Depreciation - Cost of revenue | (4,986) | ||
Sales and marketing | 1,829 | ||
Research and development | 506 | ||
General and administrative | 1,472 | ||
Depreciation and amortization | $ (3,807) |
Significant Accounting Polici32
Significant Accounting Policies Significant Accounting Policies - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Depreciation and Amortization [Line Items] | |||
Depreciation and amortization | $ 6,578 | $ 7,838 | $ 8,793 |
Cost of revenue | |||
Schedule of Depreciation and Amortization [Line Items] | |||
Depreciation and amortization | 3,955 | 4,632 | 4,986 |
Sales and marketing | |||
Schedule of Depreciation and Amortization [Line Items] | |||
Depreciation and amortization | 1,062 | 1,136 | 1,264 |
Research and development | |||
Schedule of Depreciation and Amortization [Line Items] | |||
Depreciation and amortization | 424 | 458 | 506 |
General and administrative | |||
Schedule of Depreciation and Amortization [Line Items] | |||
Depreciation and amortization | $ 1,137 | $ 1,612 | $ 2,037 |
Significant Accounting Polici33
Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $ 594 | $ 785 | $ 673 |
Additions Charged to Expense/Against Revenue | 727 | 528 | 1,236 |
Deductions | (712) | (719) | (1,124) |
Balance at End of Period | $ 609 | $ 594 | $ 785 |
Significant Accounting Polici34
Significant Accounting Policies - Estimated Useful Lives for Significant Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Purchased software, including internal-use software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum | Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum | Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Significant Accounting Polici35
Significant Accounting Policies - Estimated Useful Lives Used in Computing Amortization (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible asset | 7 years |
Acquired technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible asset | 7 years |
Trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible asset | 3 years |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | May 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 23,486 | $ 21,632 | |
HubLogix Commerce Corp | |||
Business Acquisition [Line Items] | |||
Cash purchase price | $ 2,300 | ||
Indemnification assets, amount as of acquisition date | 400 | ||
Consideration transferred | 2,300 | ||
Goodwill | 1,900 | ||
Finite-lived intangibles | 500 | ||
Working capital | $ 100 | ||
Transaction costs | $ 300 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 37,565 | $ 35,987 |
Less: accumulated depreciation | (26,688) | (22,735) |
Property and equipment, net | 10,877 | 13,252 |
Purchased software, including internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,813 | 13,821 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,129 | 11,608 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,583 | 2,767 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,819 | 7,642 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 221 | $ 149 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 6 | $ 7.3 | $ 7.9 |
Accelerated depreciation due to headquarters relocation | $ 0.7 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance as of December 31, 2016 | $ 21,632,000 | |
Goodwill attributable to the HubLogix acquisition | 1,854,000 | |
Balance as of December 31, 2017 | $ 23,486,000 | $ 21,632,000 |
Change to goodwill in the period | $ 0 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,260 | $ 3,930 |
Accumulated Amortization | (1,757) | (1,270) |
Net Carrying Amount | $ 2,503 | $ 2,660 |
Weighted Average Useful Life (in years) | 7 years | 6 years 10 months 24 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,230 | $ 2,100 |
Accumulated Amortization | (961) | (650) |
Net Carrying Amount | $ 1,269 | $ 1,450 |
Weighted Average Useful Life (in years) | 7 years | 7 years |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,030 | $ 1,700 |
Accumulated Amortization | (796) | (526) |
Net Carrying Amount | $ 1,234 | $ 1,174 |
Weighted Average Useful Life (in years) | 7 years | 7 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 130 | |
Accumulated Amortization | (94) | |
Net Carrying Amount | $ 36 | |
Weighted Average Useful Life (in years) | 3 years |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 0.6 | $ 0.6 | $ 0.9 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 609 | |
2,019 | 609 | |
2,020 | 609 | |
2,021 | 518 | |
2,022 | 65 | |
Thereafter | 93 | |
Net Carrying Amount | $ 2,503 | $ 2,660 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Leases | ||
2,018 | $ 5,893 | |
2,019 | 4,779 | |
2,020 | 5,037 | |
2,021 | 4,773 | |
2,022 | 4,033 | |
Thereafter | 996 | |
Total minimum lease payments | 25,511 | |
Capital Leases | ||
2,018 | 1,027 | |
2,019 | 652 | |
2,020 | 0 | |
2,021 | 0 | |
2,022 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 1,679 | |
Less: imputed interest | (45) | |
Less: current portion | (993) | |
Capital lease obligations, net of current portion | $ 641 | $ 1,262 |
Commitments and Contingencies44
Commitments and Contingencies - Operating and Capital Lease Contingencies (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2015USD ($)lease_renewal_period | Dec. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Fixed assets under capital leases, gross | $ 8,200 | $ 7,600 | |||
Fixed assets under capital leases, net | 1,400 | 3,500 | |||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Deferred rent | 1,100 | 1,000 | |||
Minimum annual rental payments | 5,893 | ||||
Rent expense | $ 4,300 | $ 3,900 | $ 3,100 | ||
New Headquarters Lease | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Initial lease term | 7 years | ||||
Number of additional lease renewal periods | lease_renewal_period | 2 | ||||
Renewal term | 5 years | ||||
Minimum annual rental payments | $ 3,200 | ||||
Increase In minimum annual rental payments each lease year | 2.75% | ||||
Previous Headquarters Lease | |||||
Property Subject to or Available for Operating Lease [Line Items] | |||||
Loss associated with lease termination | $ 1,000 |
Commitments and Contingencies45
Commitments and Contingencies - Litigation and Other Contingencies (Details) - Sales Tax Obligations - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | |
Loss Contingencies [Line Items] | ||
Indirect taxes accrual | $ 2.5 | |
Loss contingency accrual, payments | $ 1.5 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (11,089) | $ (10,761) | $ (21,146) |
Foreign | (5,184) | (2,904) | 10 |
Loss before income taxes | $ (16,273) | $ (13,665) | $ (21,136) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (39) | $ 0 | $ 0 |
State | 0 | (19) | (101) |
Foreign | 193 | 10 | 160 |
Total | 154 | (9) | 59 |
Deferred: | |||
Federal | (73) | 43 | 37 |
State | 15 | 6 | 15 |
Foreign | 188 | (5,698) | (296) |
Total | 130 | (5,649) | (244) |
Total tax expense (benefit) | $ 284 | $ (5,658) | $ (185) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)return | Dec. 31, 2016USD ($) | Dec. 31, 2015 | Jan. 01, 2017USD ($) | |
Income Tax Disclosure [Abstract] | ||||
Deferred tax asset, provisional income tax expense (benefit) | $ 16,600,000 | |||
Deduction of valuation allowance | 16,700,000 | |||
Operating Loss Carryforwards [Line Items] | ||||
Net deferred tax asset | 5,281,000 | $ 4,888,000 | ||
Valuation allowance | 38,054,000 | 41,926,000 | ||
Release of valuation allowance | 5,300,000 | 5,300,000 | ||
Increase (decrease) in valuation allowance | (3,900,000) | |||
Undistributed foreign earnings, deferred tax liability | 0 | |||
Undistributed earnings of foreign subsidiaries | $ 0 | $ 0 | ||
U.S. statutory federal rate | 34.00% | 34.00% | 34.00% | |
Provisional income tax expense (benefit) | $ 100,000 | |||
Unrecognized tax benefits that would impact effective tax rate | 0 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | ||
Number of income tax returns under examination | return | 0 | |||
Deferred Tax Assets from Current Operations | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | $ (12,600,000) | |||
Accounting Standards Update 2016-09 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net deferred tax asset | $ 8,200,000 | |||
Valuation allowance | $ 8,200,000 | |||
HubLogix Commerce Corp | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | 500,000 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 114,200,000 | 109,500,000 | ||
Tax credit carryforward | 3,000,000 | 2,100,000 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 136,200,000 | 128,300,000 | ||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 35,200,000 | $ 27,300,000 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Domestic tax loss carryforwards | $ 28,403 | $ 32,539 |
Foreign tax loss carryforwards | 6,849 | 5,455 |
Stock-based compensation | 3,750 | 4,864 |
Tax credits | 2,231 | 1,624 |
Lease incentive obligation | 1,119 | 1,978 |
Other assets | 2,232 | 2,248 |
Valuation allowance | (38,054) | (41,926) |
Total deferred tax assets | 6,530 | 6,782 |
Deferred tax liabilities: | ||
Fixed assets | 645 | 1,328 |
Intangible assets | 604 | 566 |
Total deferred tax liabilities | 1,249 | 1,894 |
Net deferred tax asset | $ 5,281 | $ 4,888 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory federal rate | 34.00% | 34.00% | 34.00% |
Increase (decrease) resulting from: | |||
State taxes, net of federal benefit | 2.50% | 3.20% | 4.30% |
Change in U.S. federal statutory rate | (102.20%) | 0.00% | 0.00% |
Nondeductible expenses | (10.50%) | (1.60%) | (14.00%) |
Effect of foreign tax rate differential | (5.30%) | (3.80%) | (0.10%) |
Uncertain tax position | (1.60%) | (0.80%) | (1.50%) |
Research and development credit | 5.60% | 4.10% | 3.70% |
Change in valuation allowance | 77.10% | 11.20% | (20.30%) |
Other | (1.30%) | (4.90%) | (5.20%) |
Effective tax rate | (1.70%) | 41.40% | 0.90% |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits | |||
Balance as of January 1 | $ 766 | $ 681 | $ 782 |
Increases related to current tax positions | 199 | 146 | 345 |
Increases related to prior year tax positions | 317 | 0 | 79 |
Decreases related to prior year tax positions | 0 | (42) | (411) |
Decreases related to the expirations of statutes of limitations | 0 | (19) | (114) |
Balance as of December 31 | $ 1,282 | $ 766 | $ 681 |
Equity Incentive Plans and St52
Equity Incentive Plans and Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2018 | May 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value (in dollars per share) | $ 4.17 | $ 4.73 | $ 4.29 | ||
Total fair value of stock options vested during period | $ 1.2 | $ 1.1 | $ 1.2 | ||
Options, compensation cost not yet recognized | $ 2.1 | ||||
Unrecognized compensation cost related to nonvested awards, weighted-average period recognized | 1 year 11 months | ||||
Aggregate intrinsic value of stock options exercised | $ 0.5 | $ 2.1 | $ 1.2 | ||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to nonvested awards, weighted-average period recognized | 1 year 8 months 3 days | ||||
Nonvested RSUs, compensation cost not yet recognized | $ 9.3 | ||||
2013 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance (in shares) | 1,250,000 | ||||
Common stock reserved for issuance increase, automatic increase, term | 10 years | ||||
Number of shares reserved for issuance, automatic increase, percent of common stock outstanding of preceding calendar year | 5.00% | ||||
Number of shares available for future grant (in shares) | 1,085,091 | ||||
Subsequent Event | 2013 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 1,330,081 |
Equity Incentive Plans and St53
Equity Incentive Plans and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-Based Compensation [Line Items] | |||
Share-based compensation expense | $ 11,947 | $ 13,262 | $ 11,837 |
Cost of revenue | |||
Stock-Based Compensation [Line Items] | |||
Share-based compensation expense | 807 | 1,259 | 992 |
Sales and marketing | |||
Stock-Based Compensation [Line Items] | |||
Share-based compensation expense | 3,971 | 4,775 | 4,421 |
Research and development | |||
Stock-Based Compensation [Line Items] | |||
Share-based compensation expense | 2,260 | 1,962 | 1,689 |
General and administrative | |||
Stock-Based Compensation [Line Items] | |||
Share-based compensation expense | $ 4,909 | $ 5,266 | $ 4,735 |
Equity Incentive Plans and St54
Equity Incentive Plans and Stock-Based Compensation - Summary of Weighted-Average Assumptions Used for Estimating Fair Value of Stock Granted (Detail) - Stock Options | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.40% | 0.80% | 0.90% |
Expected volatility | 45.00% | 46.00% | 45.00% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.10% | 1.80% | 1.70% |
Expected volatility | 51.00% | 50.00% | 47.00% |
Equity Incentive Plans and St55
Equity Incentive Plans and Stock-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Number of Options | |
Outstanding beginning of period (in shares) | shares | 1,686,095 |
Granted (in shares) | shares | 674,245 |
Exercised (in shares) | shares | (172,690) |
Forfeited (in shares) | shares | (59,590) |
Expired (in shares) | shares | (19,668) |
Outstanding end of period (in shares) | shares | 2,108,392 |
Exercisable (in shares) | shares | 940,485 |
Vested and expected to vest (in shares) | shares | 1,924,479 |
Weighted Average Exercise Price | |
Outstanding beginning of period (in dollars per share) | $ / shares | $ 9.78 |
Granted (in dollars per share) | $ / shares | 10.26 |
Exercised (in dollars per share) | $ / shares | 8.29 |
Forfeited (in dollars per share) | $ / shares | 11.90 |
Expired (in dollars per share) | $ / shares | 23.60 |
Outstanding end of period (in dollars per share) | $ / shares | 9.87 |
Exercisable (in dollars per share) | $ / shares | 9.02 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 9.80 |
Weighted Average Remaining Contractual Term | |
Outstanding | 7 years 3 months 4 days |
Exercisable | 5 years 5 months 27 days |
Vested and expected to vest | 7 years 1 month 17 days |
Aggregate Intrinsic Value | |
Ending balance | $ | $ 1,685 |
Exercisable | $ | 1,662 |
Vested and expected to vest | $ | $ 1,682 |
Equity Incentive Plans and St56
Equity Incentive Plans and Stock-Based Compensation - Summary of Restricted Stock Units Activity (Detail) - RSUs | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of RSUs | |
Unvested RSUs as of beginning of period (in shares) | shares | 2,151,658 |
Granted (in shares) | shares | 1,378,259 |
Vested (in shares) | shares | (721,495) |
Forfeited (in shares) | shares | (327,385) |
Unvested RSUs as of end of period (in shares) | shares | 2,481,037 |
Weighted average grant date fair value | |
Unvested RSU's as of beginning of period (in dollars per share) | $ / shares | $ 12.54 |
Granted (in dollars per share) | $ / shares | 10.37 |
Vested (in dollars per share) | $ / shares | 13.43 |
Forfeited (in dollars per share) | $ / shares | 12.08 |
Unvested RSU's as of end of period (in dollars per share) | $ / shares | $ 11.14 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Securities Excluded from Calculation of Weighted Average Common Shares Outstanding (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average common shares outstanding (in shares) | 2,108,392 | 1,686,095 | 1,470,293 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from calculation of weighted average common shares outstanding (in shares) | 2,481,037 | 2,151,658 | 1,949,702 |
Segment and Geographic Inform58
Segment and Geographic Information - Summary of Revenue by Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue by geography: | |||||||||||
Revenue | $ 34,105 | $ 30,097 | $ 30,004 | $ 28,329 | $ 31,763 | $ 27,992 | $ 27,098 | $ 26,347 | $ 122,535 | $ 113,200 | $ 100,585 |
Domestic | |||||||||||
Revenue by geography: | |||||||||||
Revenue | 95,722 | 88,668 | 76,446 | ||||||||
International | |||||||||||
Revenue by geography: | |||||||||||
Revenue | $ 26,813 | $ 24,532 | $ 24,139 |
Segment and Geographic Inform59
Segment and Geographic Information Segment and Geographic Information - Summary of Revenue by Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue by product: | |||||||||||
Revenue | $ 34,105 | $ 30,097 | $ 30,004 | $ 28,329 | $ 31,763 | $ 27,992 | $ 27,098 | $ 26,347 | $ 122,535 | $ 113,200 | $ 100,585 |
Marketplaces | |||||||||||
Revenue by product: | |||||||||||
Revenue | 93,449 | 86,312 | 74,210 | ||||||||
Digital marketing | |||||||||||
Revenue by product: | |||||||||||
Revenue | 18,076 | 19,367 | 20,182 | ||||||||
Other | |||||||||||
Revenue by product: | |||||||||||
Revenue | $ 11,010 | $ 7,521 | $ 6,193 |
Segment and Geographic Inform60
Segment and Geographic Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of reportable segments | segment | 1 | ||||||||||
Number of operating segments | segment | 1 | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ | $ 34,105 | $ 30,097 | $ 30,004 | $ 28,329 | $ 31,763 | $ 27,992 | $ 27,098 | $ 26,347 | $ 122,535 | $ 113,200 | $ 100,585 |
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenue | $ | $ 11,700 | $ 12,700 | $ 13,600 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Employer contributions | $ 1.5 | $ 1 | $ 0.8 |
Selected Quarterly Informatio62
Selected Quarterly Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 34,105 | $ 30,097 | $ 30,004 | $ 28,329 | $ 31,763 | $ 27,992 | $ 27,098 | $ 26,347 | $ 122,535 | $ 113,200 | $ 100,585 |
Gross profit | 28,066 | 23,548 | 23,484 | 21,487 | 24,730 | 21,181 | 20,235 | 19,434 | 96,585 | 85,580 | 74,751 |
(Loss) income from operations | (436) | (4,121) | (3,968) | (8,053) | 222 | (2,680) | (6,740) | (4,639) | (16,578) | (13,837) | (21,193) |
Net (loss) income | $ (461) | $ (4,055) | $ (3,985) | $ (8,056) | $ 5,835 | $ (2,552) | $ (6,727) | $ (4,563) | $ (16,557) | $ (8,007) | $ (20,951) |
Net (loss) income per share: | |||||||||||
Basic and diluted (in dollars per share) | $ (0.02) | $ (0.15) | $ (0.15) | $ (0.31) | $ (0.63) | $ (0.31) | $ (0.84) | ||||
Basic (in dollars per share) | $ 0.23 | $ (0.10) | $ (0.26) | $ (0.18) | |||||||
Diluted (in dollars per share) | $ 0.21 | $ (0.10) | $ (0.26) | $ (0.18) |