Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | SYNC |
Entity Registrant Name | Synacor, Inc. |
Entity Central Index Key | 1,408,278 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 29,945,780 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 15,569 | $ 25,600 |
Accounts receivable, net of allowance of $328 and $324 | 20,810 | 20,479 |
Prepaid expenses and other current assets | 2,254 | 2,292 |
Total current assets | 38,633 | 48,371 |
PROPERTY AND EQUIPMENT, NET | 14,698 | 15,128 |
OTHER LONG-TERM ASSETS | 262 | 101 |
GOODWILL | 14,743 | 1,565 |
INTANGIBLE ASSETS | 16,130 | |
INVESTMENTS | 1,016 | 1,073 |
TOTAL ASSETS | 85,482 | 66,238 |
CURRENT LIABILITIES: | ||
Accounts payable | 11,625 | 12,545 |
Accrued expenses and other current liabilities | 7,404 | 7,761 |
Current portion of deferred revenue | 7,652 | 642 |
Current portion of capital lease obligations | 1,412 | 1,150 |
Total current liabilities | 28,093 | 22,098 |
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATION | 1,102 | 1,383 |
REVOLVING LINE OF CREDIT | 4,940 | |
DEFERRED REVENUE | 2,952 | |
OTHER LONG-TERM LIABILITIES | 2,171 | 275 |
TOTAL LIABILITIES | $ 39,258 | $ 23,756 |
Commitments and Contingencies (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value-10,000,000 authorized, none issued and outstanding at December 31, 2014 and September 30, 2015 | ||
Common stock, $0.01 par value - 100,000,000 authorized, 27,944,853 issued and 27,391,709 outstanding at December 31, 2014 and 30,575,470 issued and 29,945,780 outstanding at September 30, 2015 | $ 311 | $ 279 |
Treasury stock, at cost, 553,144 at December 31, 2014 and 629,690 at September 30, 2015 | (1,232) | (1,142) |
Additional paid-in capital | 112,880 | 105,961 |
Accumulated deficit | (65,722) | (62,636) |
Accumulated other comprehensive income (loss) | (13) | 20 |
Total stockholders' equity | 46,224 | 42,482 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 85,482 | $ 66,238 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 324 | $ 328 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,575,470 | 27,944,853 |
Common stock, shares outstanding | 29,945,780 | 27,391,709 |
Treasury stock, shares | 629,690 | 553,144 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
REVENUE | $ 26,351 | $ 26,231 | $ 77,797 | $ 75,670 |
COSTS AND OPERATING EXPENSES: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 13,298 | 14,386 | 40,205 | 41,404 |
Technology & development (exclusive of depreciation and amortization shown separately below) | 4,361 | 7,577 | 13,788 | 22,188 |
Sales and marketing | 4,274 | 2,601 | 11,475 | 7,194 |
General and administrative (exclusive of depreciation and amortization shown separately below) | 3,712 | 4,090 | 10,437 | 10,689 |
Depreciation and amortization | 1,560 | 1,133 | 4,716 | 3,308 |
Gain on sale of domain | (1,000) | |||
Total costs and operating expenses | 27,205 | 29,787 | 80,621 | 83,783 |
LOSS FROM OPERATIONS | (854) | (3,556) | (2,824) | (8,113) |
OTHER (EXPENSE) INCOME | (32) | (14) | (31) | |
INTEREST EXPENSE | (35) | (75) | (144) | (186) |
LOSS BEFORE INCOME TAXES AND EQUITY INTEREST | (921) | (3,645) | (2,999) | (8,299) |
(BENEFIT) PROVISION FOR INCOME TAXES | 10 | (1,288) | 30 | (2,613) |
LOSS IN EQUITY INTEREST | (239) | (57) | (829) | |
NET LOSS | $ (931) | $ (2,596) | $ (3,086) | $ (6,515) |
NET LOSS PER SHARE: | ||||
Basic | $ (0.03) | $ (0.09) | $ (0.11) | $ (0.24) |
Diluted | $ (0.03) | $ (0.09) | $ (0.11) | $ (0.24) |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET LOSS PER SHARE: | ||||
Basic | 27,924,939 | 27,378,299 | 27,617,125 | 27,391,159 |
Diluted | 27,924,939 | 27,378,299 | 27,617,125 | 27,391,159 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (931) | $ (2,596) | $ (3,086) | $ (6,515) |
Other comprehensive (loss) income | ||||
Change in foreign currency translation adjustment | (27) | (3) | (33) | 6 |
Comprehensive loss | $ (958) | $ (2,599) | $ (3,119) | $ (6,509) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,086) | $ (6,515) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,716 | 3,308 |
Stock-based compensation expense | 2,352 | 2,754 |
Provision for deferred income taxes | (2,636) | |
Loss in equity interest | 57 | 829 |
Gain on sale of domain | (1,000) | |
Change in assets and liabilities net of effect of acquisition: | ||
Accounts receivable, net | 3,169 | (2,338) |
Prepaid expenses and other current assets | 584 | (84) |
Other long-term assets | 59 | 221 |
Accounts payable | (1,003) | (2,099) |
Accrued expenses and other current liabilities | (205) | 1,714 |
Deferred revenue | (706) | 163 |
Other long-term liabilities | 241 | (611) |
Net cash (used in) provided by operating activities | 6,178 | (6,294) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (2,474) | (3,945) |
Investment in equity interest | (605) | |
Acquisition net of cash acquired | (17,260) | |
Proceeds from sale of domain | 1,000 | |
Net cash used in investing activities | (19,734) | (3,550) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on capital lease obligations | (975) | (1,700) |
Proceeds from bank financing | 4,940 | |
Proceeds from exercise of common stock options | 70 | 62 |
Purchase of treasury stock | (562) | |
Deferred acquisition payment | (495) | |
Net cash (used in) provided by financing activities | 3,539 | (2,200) |
Effect of exchange rate changes on cash and cash equivalents | 14 | 6 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (10,031) | (12,038) |
CASH AND CASH EQUIVALENTS - Beginning of Period | 25,600 | 36,397 |
CASH AND CASH EQUIVALENTS - End of Period | 15,569 | 24,359 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 144 | 186 |
Cash paid for income taxes | 154 | 112 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Property, equipment and service contracts financed under capital lease obligations | 637 | 1,489 |
Contingent consideration | 1,600 | |
Fair value of common stock and warrants in acquisition | 4,395 | |
Accrued property and equipment expenditures | 82 | 39 |
Stock-based compensation capitalized to property and equipment | 134 | 37 |
Treasury stock received to satisfy minimum tax withholding liabilities | $ 77 | $ 9 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Policies | 1. The Company and Summary of Significant Accounting Policies Synacor, Inc., together with its consolidated subsidiaries (collectively, the “Company” or “Synacor”), is the trusted technology development, multiplatform services and revenue partner for video, Internet and communications providers, device manufacturers, and enterprises. Synacor delivers modern, multiscreen experiences and advertising to their consumers that require scale, actionable data and sophisticated implementation. Basis of Presentation Accounting Estimates Concentrations of Risk Accounts Receivable December 31, September 30, Google 23 % 12 % Portal Customer 11 % 12 % Digital Advertising Partner (1) 12 % N/A (1) As of September 30, 2015, accounts receivable for Digital Advertising Partner was less than 10%. Revenue Three Months Ended Nine Months Ended 2014 2015 2014 2015 Google 39 % 28 % 45 % 31 % For the three and nine months ended September 30, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences: Cost of Revenue Three Months Ended Nine Months Ended 2014 2015 2014 2015 Customer A 22 % 29 % 23 % 28 % Customer B 14 % 10 % 13 % 10 % Customer C (1) N/A 10 % 10 % 10 % Customer D (2) 16 % N/A 12 % N/A Notes: (1) For the three months ended September 30, 2014, the cost of revenue-share payments received by Customer C was less than 10% (2) For the three and nine months ended September 30, 2015 the cost of revenue-share payments received by Customer D was less than 10% Rights Plan The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% or more of the Company’s outstanding common stock (the “Distribution Date”) unless the Rights Plan is amended by the board of directors to avoid such outcome. If a person or group becomes an Acquiring Person, each Right will entitle its holder (other than such Acquiring Person) to purchase for $10.00 per share, a number of shares of the Company’s common stock having a market value of twice such price based on the market price of the common stock prior to such acquisition. Additionally, if the Company is acquired in a merger or similar transaction after the Distribution Date, each Right will entitle its holder (other than such Acquiring Person) to purchase for $10.00 per share, a number of shares of the acquiring corporation with a market value of $20.00 per share based on the market price of the acquiring corporation’s stock, prior to such merger. In addition, at any time after a person or group becomes an Acquiring Person, but before such Acquiring Person or group owns 50% or more of the Company’s common stock, the board of directors may exchange one share of the Company’s common stock for each outstanding Right (other than Rights owned by such Acquiring Person, which would have become void). An Acquiring Person will not be entitled to exercise the Rights. On April 20, 2015, The Company’s stockholders ratified the Rights Plan. It will expire on July 14, 2017. On August 18, 2015, the Company amended the definition of “Acquiring Person” to provide that (i) issuances of securities under plans, contracts or arrangements approved by the board of directors or its compensation committee as compensation for service as a director, employee or consultant of Synacor or any of its subsidiaries will not trigger the exercisability of the Rights and (ii) issuances of securities in consideration for the acquisition of assets or a business in a transaction approved by the board of directors will not trigger the exercisability of the Rights. Acquisition— |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | 2. Acquisition On August 18, 2015 the Company and Sync Holdings, LLC, its wholly-owned subsidiary, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Zimbra, Inc. (now known as TZ Holdings) to acquire certain assets related to its email collaboration products and services business, including certain of its wholly-owned foreign subsidiaries. The business acquired by the Company pursuant to the Asset Purchase Agreement is referred to herein as “Zimbra” or the Purchased Business. Zimbra connects hundreds of millions of people and information with unified collaboration software that includes email, calendaring, file sharing, activity streams, social networks and more. Zimbra’s software is used globally by service providers, governments and companies. The Company completed the acquisition (the “Acquisition”) on September 14, 2015 (the “Closing”). Purchase Price – Contingent Consideration – In addition to the Earn Out Consideration, the Company has held back an additional 0.6 million shares of common stock (the “Holdback Stock” and together with the Closing Stock Consideration, the “Stock Consideration”) and warrants to purchase an additional 120,000 shares of common stock (the “Holdback Warrants” and together with the Closing Warrants, the “Warrants”) to secure TZ Holdings’ indemnification obligations under the Asset Purchase Agreement. Any Holdback Shares and Holdback Warrants not used to satisfy indemnification claims (including pending claims) will be released to TZ Holdings eighteen months following the Closing. The Company accrued contingent consideration relating to the Holdback Stock and the Holdback Warrants based on its estimated fair value at the Closing. Additionally, the Company has assumed certain obligations of TZ Holdings, including the performance of TZ Holdings’ post-closing obligations under contracts assigned to the Company. Consideration: Cash consideration $ 17,310 Fair value of 2,400,000 shares of common stock issued at $1.45 per share on September 14, 2015 3,480 Fair value of Closing and Holdback Warrants (warrants to purchase an aggregate of 600,000 shares of common stock) 45 Fair value of the Holdback Stock (i.e additional 600,000 shares of common stock) on September 14, 2015 870 Fair value of contingent consideration 1,600 Total purchase price $ 23,305 In connection with the Acquisition, TZ Holdings has agreed not to sell, transfer or otherwise dispose of any portion of the Stock Consideration until the first anniversary of the Closing. Upon the first anniversary of the Closing, the restrictions will lapse with respect to 1/6th of the Stock Consideration, and upon the completion of each of the five months thereafter, the restrictions will lapse with respect to an additional 1/6th of the Stock Consideration. Following the lapse of such restrictions, TZ Holdings may transfer the Stock Consideration solely to its stockholders. Allocation of Purchase Price – The allocation of purchase price to the assets acquired and liabilities assumed as the date of the acquisition is presented in the table below. Management is responsible for determining the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as of the Acquisition Date. Management considered a number of factors, including reference to an analysis under Financial Accounting Standards Board Accounting Standard Codification 805 solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The Company’s estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which would not reflect unanticipated events and circumstances that occur. Assets acquired Cash and cash equivalents $ 50 Accounts receivable, net 3,500 Prepaid expenses and other current assets 547 Property and equipment, net 1,194 Other long-term assets 219 Goodwill 13,178 Intangible assets 16,200 Total assets acquired 34,888 Liabilities assumed Accounts payable 134 Accrued expenses and other current liabilities 409 Current portion of deferred revenue 7,468 Current portion of capital lease obligations 246 Long-term portion of capital lease obligations 71 Deferred revenue 3,200 Other long-term liabilities 55 Total liabilities assumed 11,583 Net assets acquired $ 23,305 While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed, the purchase price allocation is preliminary and could change during the measurement period (not to exceed one year) if new information is obtained about the facts and circumstances that existed as of the date of Closing that, if known, would have resulted in the recognition of additional or changes in the value of the assets and liabilities presented in the purchase price allocation. During the third quarter of fiscal year 2015, acquisition costs of $0.5 million were recorded as incurred as administrative expenses in the Condensed Consolidated Statement of Operations. Technology – Trademark – Customer Relationships – Deferred Revenue – Goodwill – Pro Forma Results – Three Months Ended Nine Months Ended 2014 2015 2014 2015 Revenue $ 34,086 $ 32,434 $ 96,117 $ 97,066 Operating (loss) income (4,460 ) 8 (11,318 ) (3,911 ) Net loss (3,266 ) (276) (9,486 ) (3,698 ) Loss per share Basic $ (0.11 ) $ 0.01 $ (0.32 ) $ (0.12 ) Diluted $ (0.11 ) $ 0.01 $ (0.32 ) $ (0.12 ) Since the closing of the Acquisition, through September 30, 2015, the Purchased Business generated revenue of approximately $0.9 million. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | 3. Investments and Fair Value Measurements In July 2013, the Company made a $1.0 million investment (in the form of a convertible promissory note) in a privately held Delaware corporation called Blazer and Flip Flops, Inc., or B&FF (doing business as The Experience Engine). In March 2015, the note was converted into preferred stock of B&FF. B&FF is a professional services company whose principals have experience integrating its customers’ systems with their consumers’ devices, including smartphones and tablets. In September 2015, the Company purchased certain assets from Zimbra, Inc. (now known as TZ Holdings). TZ Holdings is eligible to receive up to an additional $2.0 million (the “Earn Out Consideration”) in cash upon the satisfaction of certain business performance milestones related to Zimbra after the Closing, subject to and contingent upon any reduction to satisfy indemnification claims (including pending claims), as further described in the Asset Purchase Agreement. The fair value of this contingent consideration was determined to be $1.6 million. The provisions of the Financial Accounting Standards Board Accounting Standard Codification 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 The Company classifies the Earn Out Consideration within Level 3 because it is valued using unobservable inputs. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 4. Goodwill The change in goodwill is as follows (in thousands) for the nine months ended September 30, 2015: At December 31, 2014 $ 1,565 Zimbra acquisition related goodwill $ 13,178 At September 30, 2015 $ 14,743 There was no change in goodwill for the nine months ended September 30, 2014. |
Property and Equipment-Net
Property and Equipment-Net | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment-Net | 5. Property and Equipment—Net Property and equipment, net consisted of the following: December 31, September 30, (in thousands) Computer equipment (1) $ 21,194 $ 22,749 Computer software 10,741 12,508 Furniture and fixtures 1,847 1,910 Leasehold improvements 1,389 1,392 Work in process (primarily software development costs) 1,203 1,553 Other 173 177 36,547 40,289 Less accumulated depreciation (2) (21,419 ) (25,591 ) Total property and equipment—net $ 15,128 $ 14,698 Depreciation expense for the three months ended September 30, 2014 and 2015 was $1.1 million and 1.5 million, respectively. Depreciation expense for the nine months ended September 30, 2014 and 2015 was $3.3 million and 4.6 million, respectively. Notes: (1) Includes equipment under capital lease obligations of $4.8 million and $3.6 million as of December 31, 2014 and September 30, 2015, respectively. (2) Includes $2.7 million and $1.4 million of accumulated depreciation of equipment under capital leases as of December 31, 2014 and September 30, 2015, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, September 30, (in thousands) Accrued compensation $ 4,066 $ 4,424 Accrued content fees 1,745 1,910 Accrued business acquisition consideration 495 — Other 1,455 1,070 Total $ 7,761 $ 7,404 |
Information About Segment and G
Information About Segment and Geographic Areas | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Information About Segment and Geographic Areas | 7. Information About Segment and Geographic Areas Operating segments are components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a total Company basis, accompanied by information about revenue by major service line for purposes of allocating resources and evaluating financial performance. Profitability measures by service line are not routinely prepared or used. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the Company level. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure. The following table sets forth revenue and long-lived tangible assets by geographic area: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands) Revenue United States $ 26,070 $ 25,556 $ 75,174 $ 76,623 International 161 795 496 1,174 Total revenue $ 26,231 $ 26,351 $ 75,670 $ 77,797 December 31, September 30, (in thousands) Long-lived tangible assets United States $ 14,573 $ 13,626 Canada 502 676 Asia — 396 Europe 53 — Total long-lived tangible assets $ 15,128 $ 14,698 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Contract Commitments Year ending December 31: (in thousands) 2015 (remaining three months) $ 1,290 2016 4,140 2017 2,020 2018 660 Total contract commitments $ 8,110 Litigation |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity | 9. Equity Common Stock Preferred Stock Stock Repurchases The following table sets forth the shares of common stock repurchased through the program: Three Months Ended Nine Months Ended 2014 2015 2014 2015 Shares of common stock repurchased — — 229,050 — Value of common stock repurchased (in thousands) $ — $ — $ 562 $ — Withhold to Cover |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 10. Stock-based Compensation The fair value of each stock option was determined on the date of grant using the Black-Scholes option pricing model, and stock-based compensation is recorded over the requisite service period. No income tax deduction is allowed for incentive stock options (“ISOs”). Accordingly, no deferred income tax asset is recorded for the potential tax deduction related to these options. Expense related to stock option grants of non-qualified stock options (“NSOs”) result in a temporary difference, which gives rise to a deferred tax asset. Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands) Technology and development $ 691 $ 224 $ 1,392 $ 694 Sales and marketing 129 231 361 716 General and administrative 406 355 1,001 942 Total stock-based compensation expense $ 1,226 $ 810 $ 2,754 $ 2,352 Stock Option Activity Number of Weighted Aggregate Weighted Outstanding—January 1, 2015 6,754,082 $ 2.83 Granted 1,632,500 $ 2.11 Exercised (36,135 ) $ 1.94 Forfeited (647,091 ) $ 2.43 Outstanding—September 30, 2015 7,703,356 $ 2.72 $ 109 7.21 Vested and expected to vest—September 30, 2015 7,306,187 $ 2.74 $ 109 7.11 Vested and exercisable—September 30, 2015 3,807,171 $ 3.10 $ 109 5.47 Aggregate intrinsic value represents the difference between the Company’s closing stock price of its common stock and the exercise price of outstanding, in-the-money options. The Company’s closing stock price as reported on the NASDAQ as of September 30, 2015 was $1.35 per share. The total intrinsic value of options exercised for the nine months ended September 30, 2015 was minor. The weighted average fair value of options issued during the nine months ended September 30, 2015 amounted to $1.14 per option share. As of September 30, 2015, the unrecognized compensation cost related to non-vested options granted, for which vesting is probable, under the plan was approximately $5.1 million. This cost is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of shares vested was $1.5 million for the nine months ended September 30, 2015. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share Data | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share Data | 11. Net Income (Loss) Per Common Share Data Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options, and to a lesser extent, shares issuable upon the release of RSUs. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. The following table presents the calculation of basic and diluted net loss per share for the three and nine months ended September 30, 2014 and 2015: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands, expect share and per share data) Basic net loss per share: Numerator: Net loss $ (2,596 ) $ (931 ) $ (6,515 ) $ (3,086 ) Denominator: Weighted-average common shares outstanding 27,378,299 27,924,939 27,391,159 27,617,125 Basic net loss per share $ (0.09 ) $ (0.03 ) $ (0.24 ) $ (0.11 ) Diluted net loss per share: Numerator: Net loss $ (2,596 ) $ (931 ) $ (6,515 ) $ (3,086 ) Denominator: Number of shares used in basic calculation 27,378,299 27,924,939 27,391,159 27,617,125 Add weighted-average effect of dilutive securities: None — — — — Number of shares used in diluted calculation 27,378,299 27,924,939 27,391,159 27,617,125 Diluted net loss per share $ (0.09 ) $ (0.03 ) $ (0.24 ) $ (0.11 ) The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands) Antidilutive equity awards: Stock options and RSUs 8,436,928 8,223,520 8,436,928 8,223,520 Warrants — 480,000 — 480,000 |
The Company and Summary of Si18
The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Accounting Estimates | Accounting Estimates |
Concentrations of Risk | Concentrations of Risk Accounts Receivable December 31, September 30, Google 23 % 12 % Portal Customer 11 % 12 % Digital Advertising Partner (1) 12 % N/A (1) As of September 30, 2015, accounts receivable for Digital Advertising Partner was less than 10%. Revenue Three Months Ended Nine Months Ended 2014 2015 2014 2015 Google 39 % 28 % 45 % 31 % For the three and nine months ended September 30, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences: Cost of Revenue Three Months Ended Nine Months Ended 2014 2015 2014 2015 Customer A 22 % 29 % 23 % 28 % Customer B 14 % 10 % 13 % 10 % Customer C (1) N/A 10 % 10 % 10 % Customer D (2) 16 % N/A 12 % N/A Notes: (1) For the three months ended September 30, 2014, the cost of revenue-share payments received by Customer C was less than 10% (2) For the three and nine months ended September 30, 2015 the cost of revenue-share payments received by Customer D was less than 10% |
The Company and Summary of Si19
The Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue | As of December 31, 2014 and September 30, 2015, and for the three and nine months ended September 30, 2014 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows: Accounts Receivable December 31, September 30, Google 23 % 12 % Portal Customer 11 % 12 % Digital Advertising Partner (1) 12 % N/A (1) As of September 30, 2015, accounts receivable for Digital Advertising Partner was less than 10%. Revenue Three Months Ended Nine Months Ended 2014 2015 2014 2015 Google 39 % 28 % 45 % 31 % For the three and nine months ended September 30, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences: Cost of Revenue Three Months Ended Nine Months Ended 2014 2015 2014 2015 Customer A 22 % 29 % 23 % 28 % Customer B 14 % 10 % 13 % 10 % Customer C (1) N/A 10 % 10 % 10 % Customer D (2) 16 % N/A 12 % N/A Notes: (1) For the three months ended September 30, 2014, the cost of revenue-share payments received by Customer C was less than 10% (2) For the three and nine months ended September 30, 2015 the cost of revenue-share payments received by Customer D was less than 10% |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Contingent Consideration | Additionally, the Company has assumed certain obligations of TZ Holdings, including the performance of TZ Holdings’ post-closing obligations under contracts assigned to the Company. Consideration: Cash consideration $ 17,310 Fair value of 2,400,000 shares of common stock issued at $1.45 per share on September 14, 2015 3,480 Fair value of Closing and Holdback Warrants (warrants to purchase an aggregate of 600,000 shares of common stock) 45 Fair value of the Holdback Stock (i.e additional 600,000 shares of common stock) on September 14, 2015 870 Fair value of contingent consideration 1,600 Total purchase price $ 23,305 |
Summary of Assets Acquired and Liabilities Assumed | The Company’s estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management’s assumptions, which would not reflect unanticipated events and circumstances that occur. Assets acquired Cash and cash equivalents $ 50 Accounts receivable, net 3,500 Prepaid expenses and other current assets 547 Property and equipment, net 1,194 Other long-term assets 219 Goodwill 13,178 Intangible assets 16,200 Total assets acquired 34,888 Liabilities assumed Accounts payable 134 Accrued expenses and other current liabilities 409 Current portion of deferred revenue 7,468 Current portion of capital lease obligations 246 Long-term portion of capital lease obligations 71 Deferred revenue 3,200 Other long-term liabilities 55 Total liabilities assumed 11,583 Net assets acquired $ 23,305 |
Summary of Proforma Consolidated Result of Operations | Pro Forma Results – Set forth below is the pro forma consolidated results of operations of the Company and Zimbra as if the acquisition occurred as of the beginning of fiscal year 2014 (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2014 2015 2014 2015 Revenue $ 34,086 $ 32,434 $ 96,117 $ 97,066 Operating (loss) income (4,460 ) 8 (11,318 ) (3,911 ) Net loss (3,266 ) (276 ) (9,486 ) (3,698 ) Loss per share Basic $ (0.11 ) $ (0.01 ) $ (0.32 ) $ (0.12 ) Diluted $ (0.11 ) $ (0.01 ) $ (0.32 ) $ (0.12 ) |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Goodwill | The change in goodwill is as follows (in thousands) for the nine months ended September 30, 2015: At December 31, 2014 $ 1,565 Zimbra acquisition related goodwill $ 13,178 At September 30, 2015 $ 14,743 |
Property and Equipment-Net (Tab
Property and Equipment-Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: December 31, September 30, (in thousands) Computer equipment (1) $ 21,194 $ 22,749 Computer software 10,741 12,508 Furniture and fixtures 1,847 1,910 Leasehold improvements 1,389 1,392 Work in process (primarily software development costs) 1,203 1,553 Other 173 177 36,547 40,289 Less accumulated depreciation (2) (21,419 ) (25,591 ) Total property and equipment—net $ 15,128 $ 14,698 Notes: (1) Includes equipment under capital lease obligations of $4.8 million and $3.6 million as of December 31, 2014 and September 30, 2015, respectively. (2) Includes $2.7 million and $1.4 million of accumulated depreciation of equipment under capital leases as of December 31, 2014 and September 30, 2015, respectively. |
Accrued Expenses and Other Cu23
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, September 30, (in thousands) Accrued compensation $ 4,066 $ 4,424 Accrued content fees 1,745 1,910 Accrued business acquisition consideration 495 — Other 1,455 1,070 Total $ 7,761 $ 7,404 |
Information About Segment and24
Information About Segment and Geographic Areas (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Long Lived Tangible Assets by Geographic Area | The following table sets forth revenue and long-lived tangible assets by geographic area: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands) Revenue United States $ 26,070 $ 25,556 $ 75,174 $ 76,623 International 161 795 496 1,174 Total revenue $ 26,231 $ 26,351 $ 75,670 $ 77,797 December 31, September 30, (in thousands) Long-lived tangible assets United States $ 14,573 $ 13,626 Canada 502 676 Asia — 396 Europe 53 — Total long-lived tangible assets $ 15,128 $ 14,698 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contract Commitments | Contract commitments as of September 30, 2015 are summarized as follows: Year ending December 31: (in thousands) 2015 (remaining three months) $ 1,290 2016 4,140 2017 2,020 2018 660 Total contract commitments $ 8,110 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Stock Repurchased | The following table sets forth the shares of common stock repurchased through the program: Three Months Ended Nine Months Ended 2014 2015 2014 2015 Shares of common stock repurchased — — 229,050 — Value of common stock repurchased (in thousands) $ — $ — $ 562 $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Total Stock Based Compensation Expense | Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands) Technology and development $ 691 $ 224 $ 1,392 $ 694 Sales and marketing 129 231 361 716 General and administrative 406 355 1,001 942 Total stock-based compensation expense $ 1,226 $ 810 $ 2,754 $ 2,352 |
Summary of Stock Option Activity | Stock Option Activity Number of Weighted Aggregate Weighted Outstanding—January 1, 2015 6,754,082 $ 2.83 Granted 1,632,500 $ 2.11 Exercised (36,135 ) $ 1.94 Forfeited (647,091 ) $ 2.43 Outstanding—September 30, 2015 7,703,356 $ 2.72 $ 109 7.21 Vested and expected to vest—September 30, 2015 7,306,187 $ 2.74 $ 109 7.11 Vested and exercisable—September 30, 2015 3,807,171 $ 3.10 $ 109 5.47 |
Net Income (Loss) Per Common 28
Net Income (Loss) Per Common Share Data (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for the three and nine months ended September 30, 2014 and 2015: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands, expect share and per share data) Basic net loss per share: Numerator: Net loss $ (2,596 ) $ (931 ) $ (6,515 ) $ (3,086 ) Denominator: Weighted-average common shares outstanding 27,378,299 27,924,939 27,391,159 27,617,125 Basic net loss per share $ (0.09 ) $ (0.03 ) $ (0.24 ) $ (0.11 ) Diluted net loss per share: Numerator: Net loss $ (2,596 ) $ (931 ) $ (6,515 ) $ (3,086 ) Denominator: Number of shares used in basic calculation 27,378,299 27,924,939 27,391,159 27,617,125 Add weighted-average effect of dilutive securities: None — — — — Number of shares used in diluted calculation 27,378,299 27,924,939 27,391,159 27,617,125 Diluted net loss per share $ (0.09 ) $ (0.03 ) $ (0.24 ) $ (0.11 ) |
Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Loss Per Share | The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2014 2015 2014 2015 (in thousands) Antidilutive equity awards: Stock options and RSUs 8,436,928 8,223,520 8,436,928 8,223,520 Warrants — 480,000 — 480,000 |
The Company and Summary of Si29
The Company and Summary of Significant Accounting Policies - Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue (Detail) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Accounts Receivable [Member] | Google [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 23.00% | |||
Accounts Receivable [Member] | Portal Customer [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 11.00% | |||
Accounts Receivable [Member] | Display Advertising Partner [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | ||||
Cost of Sales [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 29.00% | 22.00% | 28.00% | 23.00% | |
Cost of Sales [Member] | Customer B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 14.00% | 10.00% | 13.00% | |
Cost of Sales [Member] | Customer C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | ||
Cost of Sales [Member] | Customer D [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 16.00% | 12.00% | |||
Revenue [Member] | Google [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 28.00% | 39.00% | 31.00% | 45.00% |
The Company and Summary of Si30
The Company and Summary of Significant Accounting Policies - Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue (Parenthetical) (Detail) - Customer Concentration Risk [Member] | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Display Advertising Partner [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12.00% | |||||
Display Advertising Partner [Member] | Maximum [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Customer C [Member] | Cost of Sales [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | |||
Customer C [Member] | Maximum [Member] | Cost of Sales [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Customer D [Member] | Cost of Sales [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 16.00% | 12.00% | ||||
Customer D [Member] | Maximum [Member] | Cost of Sales [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 10.00% |
The Company and Summary of Si31
The Company and Summary of Significant Accounting Policies - Rights Plan - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 14, 2014$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Feb. 15, 2012shares |
Class of Warrant or Right [Line Items] | ||||
Common stock dividend declared, number of preferred share purchase rights for each outstanding share of common stock | 100.00% | |||
Number of shares called by each Right | 0.01 | |||
Exercise price | $ / shares | $ 10 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Exercisable period after public announcement | 10 days | |||
Beneficial ownership threshold of common stock for rights be become exercisable | 10.00% | |||
Market value of acquiring corporation shares | $ / shares | $ 20 | |||
Minimum ownership percentage of common stock Board of Directors may no longer exchange common stock | 50.00% | |||
Exchange of common stock for Right, exchange ratio | 1 | |||
GOODWILL | $ | $ 14,743 | $ 1,565 | ||
TZ Holdings, Inc [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price | $ / shares | $ 3 | |||
Warrants life | 3 years | |||
Cash consideration | $ | $ 17,310 | |||
GOODWILL | $ | $ 13,178 | |||
TZ Holdings, Inc [Member] | Common Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Business acquisition equity Interest Issued, number of Shares | 2,400,000 | |||
TZ Holdings, Inc [Member] | Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Business acquisition equity Interest Issued, number of Shares | 480,000 | |||
Series A Junior Participating Preferred Stock [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Total revenue | $ 26,351 | $ 26,231 | $ 77,797 | $ 75,670 |
TZ Holdings, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | 23,305 | |||
Cash consideration | 17,310 | |||
Maximum additional consideration | 2,000 | 2,000 | ||
Contingent consideration at fair value | 1,600 | $ 1,600 | ||
Number of shares held back | 600,000 | |||
Deferred revenue at date of acquisition | 10,700 | $ 10,700 | ||
Total revenue | $ 900 | |||
TZ Holdings, Inc [Member] | General and Administrative [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | 500 | |||
TZ Holdings, Inc [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition equity Interest Issued, number of Shares | 2,400,000 | |||
Business acquisition equity Interest Issued, value | $ 3,480 | $ 3,480 | ||
Number of shares held back | 600,000 | |||
TZ Holdings, Inc [Member] | Warrants [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition equity Interest Issued, number of Shares | 480,000 | |||
Number of shares held back | 120,000 | |||
Technology [Member] | TZ Holdings, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of paid software users | 100 million | |||
Royalty rate at date of acquisition | 2.00% | 2.00% | ||
Fair value at date of acquisition | $ 1,100 | |||
Amortization period | 6 years | |||
Trademarks [Member] | TZ Holdings, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Royalty rate at date of acquisition | 0.50% | 0.50% | ||
Fair value at date of acquisition | $ 300 | |||
Amortization period | 6 years | |||
Customer Relationships [Member] | TZ Holdings, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value at date of acquisition | $ 14,800 | |||
Amortization period | 15 years |
Acquisition - Schedule of Conti
Acquisition - Schedule of Contingent Consideration (Detail) - TZ Holdings, Inc [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Cash consideration | $ 17,310 |
Fair value of holdback common stock and warrant | 870 |
Fair value of contingent consideration | 1,600 |
Total purchase price | 23,305 |
Common Stock [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Fair value of common stock and warrant issued | 3,480 |
Warrant Holdback [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Fair value of common stock and warrant issued | $ 45 |
Acquisition - Schedule of Con34
Acquisition - Schedule of Contingent Consideration (Parenthetical) (Detail) - TZ Holdings, Inc [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business combination, fair value of common stock and warrants to purchase additional common stock, Holdback shares | 600,000 |
Common Stock [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business combination, consideration common stock and warrant issued, shares | 2,400,000 |
Business combination, consideration common stock and warrant issued, per share | $ / shares | $ 1.45 |
Business combination, fair value of common stock and warrants to purchase additional common stock, Holdback shares | 600,000 |
Warrant Holdback [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business combination, consideration common stock and warrant issued, shares | 600,000 |
Acquisition - Summary of Assets
Acquisition - Summary of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
GOODWILL | $ 14,743 | $ 1,565 |
TZ Holdings, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 50 | |
Accounts receivable, net | 3,500 | |
Prepaid expenses and other current assets | 547 | |
Property and equipment, net | 1,194 | |
Other long-term assets | 219 | |
GOODWILL | 13,178 | |
Intangible assets | 16,200 | |
Total assets acquired | 34,888 | |
Accounts payable | 134 | |
Accrued expenses and other current liabilities | 409 | |
Current portion of deferred revenue | 7,468 | |
Current portion of capital lease obligations | 246 | |
Long-term portion of capital lease obligations | 71 | |
Deferred revenue | 3,200 | |
Other long-term liabilities | 55 | |
Total liabilities assumed | 11,583 | |
Net assets acquired | $ 23,305 |
Acquisition - Summary of Profor
Acquisition - Summary of Proforma Consolidated Result of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||||
Revenue | $ 32,434 | $ 34,086 | $ 97,066 | $ 96,117 |
Operating (loss) income | 8 | (4,460) | (3,911) | (11,318) |
Net loss | $ (276) | $ (3,266) | $ (3,698) | $ (9,486) |
Earnings per share, Basic | $ 0.01 | $ (0.11) | $ (0.12) | $ (0.32) |
Earning per share, Diluted | $ 0.01 | $ (0.11) | $ (0.12) | $ (0.32) |
Investments and Fair Value Me37
Investments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | |
Jul. 31, 2013 | Sep. 30, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Payments to acquire investment | $ 1 | |
TZ Holdings, Inc [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Maximum additional consideration | $ 2 | |
Contingent consideration at fair value | $ 1.6 |
Goodwill - Schedule of Change i
Goodwill - Schedule of Change in Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Liability Disclosure [Abstract] | |
Goodwill, Beginning balance | $ 1,565 |
Zimbra acquisition related goodwill | 13,178 |
Goodwill, Ending Balance | $ 14,743 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014USD ($) | |
Intangible Liability Disclosure [Abstract] | |
Change in goodwill | $ 0 |
Property and Equipment-Net - Sc
Property and Equipment-Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 40,289 | $ 36,547 |
Less accumulated depreciation | (25,591) | (21,419) |
Total property and equipment-net | 14,698 | 15,128 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 22,749 | 21,194 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 12,508 | 10,741 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,910 | 1,847 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,392 | 1,389 |
Work in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,553 | 1,203 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 177 | $ 173 |
Property and Equipment-Net - Ad
Property and Equipment-Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property And Equipment Net Textual [Abstract] | ||||
Depreciation expense | $ 1,560 | $ 1,133 | $ 4,716 | $ 3,308 |
Property and Equipment-Net - 42
Property and Equipment-Net - Schedule of Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 40,289 | $ 36,547 |
Accumulated depreciation of equipment under capital leases | 25,591 | 21,419 |
Capital Lease Obligations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation of equipment under capital leases | 1,400 | 2,700 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 22,749 | 21,194 |
Computer Equipment [Member] | Capital Lease Obligations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 3,600 | $ 4,800 |
Accrued Expenses and Other Cu43
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 4,424 | $ 4,066 |
Accrued content fees | 1,910 | 1,745 |
Accrued business acquisition consideration | 495 | |
Other | 1,070 | 1,455 |
Total | $ 7,404 | $ 7,761 |
Information About Segment and44
Information About Segment and Geographic Areas - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015SegmentManagers | |
Revenues From External Customers And Long Lived Assets [Abstract] | |
Number of segment managers accountable for operations below the Company level | Managers | 0 |
Number of reportable segments | 1 |
Number of operating units | 1 |
Information About Segment and45
Information About Segment and Geographic Areas - Schedule of Revenue and Long Lived Tangible Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
REVENUE | $ 26,351 | $ 26,231 | $ 77,797 | $ 75,670 | |
Long-lived tangible assets | 14,698 | 14,698 | $ 15,128 | ||
United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
REVENUE | 25,556 | 26,070 | 76,623 | 75,174 | |
Long-lived tangible assets | 13,626 | 13,626 | 14,573 | ||
Canada [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived tangible assets | 676 | 676 | 502 | ||
International [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
REVENUE | 795 | $ 161 | 1,174 | $ 496 | |
Asia [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived tangible assets | $ 396 | $ 396 | |||
Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived tangible assets | $ 53 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contract Commitments (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2015 (remaining three months) | $ 1,290 |
2,016 | 4,140 |
2,017 | 2,020 |
2,018 | 660 |
Total contract commitments | $ 8,110 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Jul. 14, 2014 | Feb. 28, 2014 | Feb. 15, 2012 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Shares authorized to be repurchased, amount | $ 5,000,000 | ||||
Series A Junior Participating Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Equity - Schedule of Stock Repu
Equity - Schedule of Stock Repurchased (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2014USD ($)shares | |
Equity [Abstract] | |
Shares of common stock repurchased | shares | 229,050 |
Value of common stock repurchased (in thousands) | $ 562 |
Equity - Withhold to Cover - Ad
Equity - Withhold to Cover - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Equity [Abstract] | ||
Shares withheld to satisfy minimum statutory tax withholding requirements | 76,546 | 3,603 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Total Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 810 | $ 1,226 | $ 2,352 | $ 2,754 |
Technology and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 224 | 691 | 694 | 1,392 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 231 | 129 | 716 | 361 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 355 | $ 406 | $ 942 | $ 1,001 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Outstanding number of stock options beginning balance | shares | 6,754,082 |
Number of stock options granted | shares | 1,632,500 |
Number of stock options exercised | shares | (36,135) |
Number of stock options forfeited | shares | (647,091) |
Outstanding number of stock options ending balance | shares | 7,703,356 |
Outstanding number of stock options vested and expected to vest | shares | 7,306,187 |
Outstanding number of stock options vested and exercisable | shares | 3,807,171 |
Outstanding, weighted average exercise price, beginning balance | $ 2.83 |
Weighted average exercise price, granted | 2.11 |
Weighted average exercise price, exercised | 1.94 |
Weighted average exercise price, forfeited | 2.43 |
Outstanding, weighted average exercise price, ending balance | 2.72 |
Vested and expected to vest, weighted average exercise price, ending balance | 2.74 |
Vested and exercisable, weighted average exercise price, ending balance | $ 3.10 |
Aggregate intrinsic value, outstanding | $ | $ 109 |
Aggregate intrinsic value, vested and expected to vest | $ | 109 |
Aggregate intrinsic value, vested and exercisable | $ | $ 109 |
Weighted average remaining contractual term (in years), outstanding | 7 years 2 months 16 days |
Weighted average remaining contractual term (in years), vested and expected to vest | 7 years 1 month 10 days |
Weighted average remaining contractual term (in years), vested and exercisable | 5 years 5 months 19 days |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Closing stock price as reported on the NASDAQ | $ 1.35 |
Weighted average fair value of options issued | $ 1.14 |
Unrecognized compensation cost related to non-vested options granted | $ | $ 5.1 |
Total fair value of shares vested | $ | $ 1.5 |
Expected weighted average period to recognize unrecognized compensation cost | 2 years 7 months 6 days |
Net Income (Loss) Per Common 53
Net Income (Loss) Per Common Share Data - Schedule of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net loss | $ (931) | $ (2,596) | $ (3,086) | $ (6,515) |
Denominator: | ||||
Weighted-average common shares outstanding | 27,924,939 | 27,378,299 | 27,617,125 | 27,391,159 |
Basic net loss per share | $ (0.03) | $ (0.09) | $ (0.11) | $ (0.24) |
Numerator: | ||||
Net loss | $ (931) | $ (2,596) | $ (3,086) | $ (6,515) |
Denominator: | ||||
Weighted-average common shares outstanding | 27,924,939 | 27,378,299 | 27,617,125 | 27,391,159 |
Add weighted-average effect of dilutive securities: | ||||
Weighted-average effect of diluted securities | 0 | 0 | 0 | 0 |
Number of shares used in diluted calculation | 27,924,939 | 27,378,299 | 27,617,125 | 27,391,159 |
Diluted net loss per share | $ (0.03) | $ (0.09) | $ (0.11) | $ (0.24) |
Net Income (Loss) Per Common 54
Net Income (Loss) Per Common Share Data - Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock Options and RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards | 8,223,520 | 8,436,928 | 8,223,520 | 8,436,928 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards | 480,000 | 480,000 |