Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 03, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SYNC | ||
Entity Registrant Name | Synacor, Inc. | ||
Entity Central Index Key | 1,408,278 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 30,023,414 | ||
Entity Public Float | $ 36,999,903 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 15,697 | $ 25,600 |
Accounts receivable-net of allowance of $388 and $372 | 24,341 | 20,479 |
Prepaid expenses and other current assets | 3,290 | 2,292 |
Total current assets | 43,328 | 48,371 |
PROPERTY AND EQUIPMENT-Net | 14,377 | 15,128 |
GOODWILL | 15,187 | 1,565 |
INTANGIBLE ASSETS | 14,798 | |
INVESTMENTS | 1,000 | 1,073 |
OTHER LONG-TERM ASSETS | 336 | 101 |
TOTAL ASSETS | 89,026 | 66,238 |
CURRENT LIABILITIES: | ||
Accounts payable | 9,004 | 12,545 |
Accrued expenses and other current liabilities | 9,765 | 7,761 |
Current portion of deferred revenue | 11,295 | 642 |
Current portion of capital lease obligations | 1,574 | 1,150 |
Total current liabilities | 31,638 | 22,098 |
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS | 1,007 | 1,383 |
LONG-TERM DEBT | 5,000 | |
DEFERRED REVENUE | 3,225 | |
OTHER LONG-TERM LIABILITIES | 2,052 | 275 |
Total liabilities | $ 42,922 | $ 23,756 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value-10,000,000 shares authorized, no shares issued and outstanding at December 31, 2014 and 2015 | ||
Common stock, $0.01 par value-100,000,000 authorized, 27,944,853 issued and 27,391,709 shares outstanding at December 31, 2014 and 30,636,327 issued and 29,983,279 shares outstanding at December 31, 2015 | $ 306 | $ 279 |
Treasury stock-at cost, 553,144 shares at December 31, 2014 and 653,048 shares at December 31, 2015 | (1,332) | (1,142) |
Additional paid-in capital | 113,238 | 105,961 |
Accumulated deficit | (66,110) | (62,636) |
Accumulated other comprehensive income | 2 | 20 |
Total stockholders' equity | 46,104 | 42,482 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 89,026 | $ 66,238 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 372 | $ 388 |
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 | 30,636,327 | 27,944,853 |
Common stock, shares outstanding | 29,983,279 | 27,391,709 |
Treasury stock, shares | 653,048 | 553,144 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
REVENUE | $ 110,245 | $ 106,579 | $ 111,807 |
COSTS AND OPERATING EXPENSES: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 54,423 | 57,939 | 59,622 |
Technology and development (exclusive of depreciation and amortization shown separately below) | 20,007 | 26,259 | 28,458 |
Sales and marketing | 16,272 | 10,807 | 8,124 |
General and administrative (exclusive of depreciation and amortization shown separately below) | 15,543 | 14,249 | 11,663 |
Depreciation and amortization | 6,901 | 5,126 | 4,650 |
Gain on sale of domain | (1,000) | ||
Total costs and operating expenses | 113,146 | 113,380 | 112,517 |
LOSS FROM OPERATIONS | (2,901) | (6,801) | (710) |
OTHER EXPENSE | (16) | (28) | (37) |
INTEREST EXPENSE | (245) | (218) | (193) |
LOSS BEFORE INCOME TAXES AND EQUITY INTEREST | (3,162) | (7,047) | (940) |
(BENEFIT) PROVISION FOR INCOME TAXES | 239 | 4,821 | (134) |
LOSS IN EQUITY INTEREST | (73) | (1,063) | (561) |
NET LOSS | $ (3,474) | $ (12,931) | $ (1,367) |
NET LOSS PER SHARE: | |||
Basic | $ (0.12) | $ (0.47) | $ (0.05) |
Diluted | $ (0.12) | $ (0.47) | $ (0.05) |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET LOSS PER SHARE: | |||
Basic | 28,213,838 | 27,389,793 | 27,306,882 |
Diluted | 28,213,838 | 27,389,793 | 27,306,882 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (3,474) | $ (12,931) | $ (1,367) |
Other comprehensive income (loss): | |||
Change in foreign currency translation adjustment, net of tax | (18) | 18 | 8 |
Comprehensive loss | $ (3,492) | $ (12,913) | $ (1,359) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Beginning balance at Dec. 31, 2012 | $ 50,811 | $ 275 | $ (569) | $ 99,449 | $ (48,338) | $ (6) |
Beginning balance, shares at Dec. 31, 2012 | 27,517,665 | (319,500) | ||||
Exercise of common stock options | 195 | $ 2 | 193 | |||
Exercise of common stock options, shares | 166,933 | |||||
Stock-based compensation cost | 2,584 | 2,584 | ||||
Net income (loss) | (1,367) | (1,367) | ||||
Other comprehensive income | 8 | 8 | ||||
Ending balance at Dec. 31, 2013 | 52,231 | $ 277 | $ (569) | 102,226 | (49,705) | 2 |
Ending balance, shares at Dec. 31, 2013 | 27,684,598 | (319,500) | ||||
Exercise of common stock options | 68 | $ 2 | 66 | |||
Exercise of common stock options, shares | 246,880 | |||||
Stock-based compensation cost | 3,669 | 3,669 | ||||
Vesting of restricted stock units | 13,375 | |||||
Treasury stock withheld to cover tax | $ (11) | $ (11) | ||||
Treasury stock withheld to cover tax, shares | 4,594 | (4,594) | ||||
Purchase of treasury stock | $ (562) | $ (562) | ||||
Purchase of treasury stock, shares | (229,050) | (229,050) | ||||
Net income (loss) | $ (12,931) | (12,931) | ||||
Other comprehensive income | 18 | 18 | ||||
Ending balance at Dec. 31, 2014 | $ 42,482 | $ 279 | $ (1,142) | 105,961 | (62,636) | 20 |
Ending balance, shares at Dec. 31, 2014 | 27,944,853 | 27,944,853 | ||||
Ending balance, treasury stock, shares at Dec. 31, 2014 | (553,144) | (553,144) | ||||
Exercise of common stock options | $ 70 | 70 | ||||
Exercise of common stock options, shares | 36,135 | 36,135 | ||||
Stock and warrants issued in acquisition | $ 3,960 | $ 24 | 3,936 | |||
Stock and warrants issued in acquisition, shares | 2,400,000 | |||||
Stock-based compensation cost | 3,271 | 3,271 | ||||
Vesting of restricted stock units | 3 | $ 3 | ||||
Vesting of restricted stock units | 255,339 | |||||
Treasury stock withheld to cover tax | $ (190) | $ (190) | ||||
Treasury stock withheld to cover tax, shares | 99,904 | 99,904 | ||||
Net income (loss) | $ (3,474) | (3,474) | ||||
Other comprehensive income | (18) | (18) | ||||
Ending balance at Dec. 31, 2015 | $ 46,104 | $ 306 | $ (1,332) | $ 113,238 | $ (66,110) | $ 2 |
Ending balance, shares at Dec. 31, 2015 | 30,636,327 | 30,636,327 | (653,048) | |||
Ending balance, treasury stock, shares at Dec. 31, 2015 | (653,048) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (3,474) | $ (12,931) | $ (1,367) |
Adjustments to reconcile net loss to net cash and cash equivalents provided (used) by operating activities: | |||
Depreciation and amortization | 6,901 | 5,126 | 4,650 |
Stock-based compensation expense | 3,115 | 3,595 | 2,561 |
Gain on sale of domain | (1,000) | ||
Change in provision for deferred income taxes | 4,769 | (243) | |
Loss in equity interest | 73 | 1,063 | 561 |
Change in assets and liabilities: | |||
Accounts receivable, net | (362) | (5,910) | 1,055 |
Prepaid expenses and other current assets | (547) | (367) | 189 |
Other long-term assets | (167) | 247 | 220 |
Accounts payable | (3,579) | (359) | (527) |
Accrued expenses and other current liabilities | 2,090 | 2,665 | (2,205) |
Deferred revenue | 3,478 | ||
Other long-term liabilities | 122 | (207) | 334 |
Net cash provided (used) by operating activities | 7,650 | (3,309) | 5,228 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (3,236) | (4,982) | (5,920) |
Investment in equity interest | (772) | (926) | |
Proceeds from sale of domain | 1,000 | ||
Acquisition net of cash acquired | (17,260) | (1,011) | |
Purchase of convertible promissory note | (1,000) | ||
Net cash used by investing activities | (20,496) | (4,754) | (8,857) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from bank financing | 5,000 | ||
Repayments on capital lease obligations | (1,442) | (2,258) | (2,121) |
Proceeds from exercise of common stock options | 70 | 68 | 195 |
Purchase of treasury stock and shares received to satisfy minimum tax withholdings | (190) | (562) | |
Deferred acquisition payment | (495) | ||
Net cash (used) provided by financing activities | 2,943 | (2,752) | (1,926) |
Effect of exchange rate changes on cash and cash equivalents | 18 | 8 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (9,903) | (10,797) | (5,547) |
CASH AND CASH EQUIVALENTS-Beginning of year | 25,600 | 36,397 | 41,944 |
CASH AND CASH EQUIVALENTS-End of year | 15,697 | 25,600 | 36,397 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 212 | 219 | 165 |
Cash paid for income taxes | 210 | 112 | 140 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||
Property, equipment and service contracts financed under capital lease obligations | 1,173 | 1,961 | 1,039 |
Contingent consideration | 1,600 | 495 | |
Fair value of common stock and warrants in acquisition | 3,960 | ||
Accrued property and equipment expenditures | 21 | 117 | $ 719 |
Stock-based compensation capitalized to property and equipment | $ 159 | $ 74 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 engaging, multiscreen experiences and advertising to their consumers that require scale, actionable data and sophisticated implementation. Basis of Presentation Accounts Receivable Property and Equipment Leasehold improvements 3–10 years Computer hardware 5 years Computer software 3 years Furniture and fixtures 7 years Other 3–5 years Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. Long-Lived Assets The components and estimated economic lives of our amortizable intangible assets were as follows as of December 31, 2014 and 2015: Estimated Economic Life 2014 2015 (Dollars in thousands) Gross amortizable intangible assets: Customer relationships 10 years $ — $ 13,400 Trademark 5 years — 300 Developed technology 5 years — 1,600 Total gross amortizable intangible assets — 15,300 Accumulated amortization: Customer relationships — (391 ) Trademark — (18 ) Developed technology — (93 ) Total accumulated amortization — (502 ) Amortizable intangible assets, net $ — $ 14,798 Future amortization expense of amortizable intangible assets will be approximately $1,720 in each of years ending December 31, 2016 through 2020, respectively, and $6,198 thereafter. Goodwill The change in goodwill is as follows (in thousands) for the year ended December 31, 2015: Years Ended December 31, 2014 2015 At December 31, 2014 $ 1,565 $ 1,565 Zimbra acquisition related goodwill (Note 2) — 13,622 At December 31, 2015 $ 1,565 $ 15,187 Revenue Recognition Year Ended December 31, 2013 2014 2015 Search and digital advertising $ 90,447 $ 83,906 $ 78,316 Recurring and fee-based 21,360 22,673 31,929 Total revenue $ 111,807 $ 106,579 $ 110,245 The Company uses internet advertising to generate revenue from the traffic on its Managed Portals categorized as search advertising and digital advertising. • In the case of search advertising, the Company has a revenue-sharing relationship with Google, pursuant to which it includes a Google-branded search tool on its Managed Portals. When a consumer makes a search query using this tool, the Company delivers the query to Google and they return search results to consumers that include advertiser-sponsored links. If the consumer clicks on a sponsored link, Google receives payment from the sponsor of that link and shares a portion of that payment with the Company, which is recognized as revenue. • Digital advertising includes video, image and text advertisements delivered on one of the Company’s Managed Portals. Advertising inventory is filled with advertisements sourced by the Company’s direct sales force, independent advertising sales representatives, and also advertising network partners. Revenue is generated for the Company when an advertisement displays, otherwise known as an impression, or when consumers view or click an advertisement, otherwise known as an action. Digital advertising revenue is calculated on a per-impression or per-action basis. Revenue is recognized as the impressions are delivered or the actions occur, according to contractual rates. Recurring and Fee-Based revenue represents subscription fees and other fees that the Company receives from customers for the use of its proprietary technology, including the use of, or access to, email, video solutions, Cloud ID, security services, games and other premium services and paid content. Monthly subscriber levels typically form the basis for calculating and generating Recurring and Fee-Based revenue. They are generally determined by multiplying a per-subscriber per-month fee by the number of subscribers using the particular services being offered or consumed. In other cases, the fee is fixed. Revenue is recognized from customers as the services are delivered. The Company evaluates its relationship between search and digital advertising revenue and its Managed Portal customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Principal Agent Considerations Certain Recurring and Fee-Based revenue is derived from the sale of software licenses on a perpetual or subscription basis, for which revenue is recognized upon receipt of an external agreement and delivery of the software, provided the fees are fixed and determinable, and collection is probable. For agreements that include one or more elements to be delivered at a future date, revenue is recognized using the residual method, under which the vendor-specific objective evidence (“VSOE”) of fair value of the undelivered elements is deferred, and the remaining portion of the agreement fee is recognized as license revenue. VSOE of fair value is based on the Company’s pricing for products and services when sold separately and, for support services, is measured by the renewal rate. If VSOE of fair value has not been established for certain undelivered elements, revenue is deferred until those elements have been delivered or their fair values have been determined. Cost of Revenue Content-acquisition agreements may be based on a fixed payment schedule, on the number of subscribers per month, or a combination of both. Fixed-payment agreements are expensed on a straight-line basis over the term defined in the agreement. Agreements based on the number of subscribers are expensed on a monthly basis. Co-location facility costs consist of rent and operating costs for the Company’s data center facilities. Royalty costs consist of amounts due to other parties for sale of mailboxes with third party technology enabled. Product support costs consist of employee and operating costs directly related to the Company’s maintenance and professional services support. Concentrations of Risk Accounts Receivable 2014 2015 Google 23 % 14 % Portal Customer 12 % * Advertising Customer 11 % * * - less than 10% Revenue 2013 2014 2015 Google 51 % 42 % 28 % For the years ended December 31, 2013, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. Cost of Revenue 2013 2014 2015 Customer A 22 % 22 % 26 % Customer B 13 % 12 % 10 % Customer C 12 % 10 % * Customer D 11 % 12 % * * - less than 10% Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash primarily in checking and money market accounts with high credit quality financial institutions, which, at times, have exceeded federally insured limits of $0.25 million. Although the Company maintains balances that exceed the federally insured limit, it has not experienced any losses related to these balances and believes credit risk to be minimal. Software Development Costs Technology and Development Sales and Marketing General and Administrative Sale of Domain Earnings (Loss) Per Share Earnings per Share Stock-Based Compensation Compensation—Stock Compensation 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”). 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. Business Combinations The following methodology and assumptions are considered relevant to the fair value judgments related to acquired intangible assets and assumed liabilities: • Technology and Trademark intangible assets—valued based on discounted cash flows using the relief from royalty method (a form of an income approach) • Customer Relationship—valued based on a multi-period excess earnings method (a form on an income approach) • Deferred Revenue—valued based on a cost approach using estimated costs to be incurred in connection with the continuing legal obligation associated with acquired contracts plus a reasonable profit margin. Business assumptions, such as projections of revenue, costs to fulfill acquired contracts, applicable royalty rates, and future profitability are key assumptions included in the methods described above. In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value through other expense in the consolidated statement of operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable contingent consideration. Income Taxes The Company accounts for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2014 and 2015, accrued interest or penalties related to uncertain tax positions was insignificant. Reduction In Workforce Accounting Estimates Investment Fair Value Measurements The provisions of ASC 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 Applicable Recent Accounting Pronouncements Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 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 TZ Holdings’ 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.” The Purchased Business includes software for email/collaboration, calendaring, file sharing, activity streams and social networks, among other things. The Zimbra software is used globally by service providers, governments and companies. The Company completed the acquisition (the “Acquisition”) on September 14, 2015 (the “Closing”). Since the closing of the Acquisition, through December 31, 2015, the Purchased Business generated revenue of approximately $7.9 million. Purchase Price Contingent Consideration Holdback 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 on September 14, 2015 3,132 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 (600,000 shares of common stock) on September 14, 2015 783 Fair value of contingent consideration 1,600 Total purchase price $ 22,870 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 Business Combinations 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 Closing. Management considered a number of factors, including reference to an analysis under FASB ASC Topic 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. The purchase price allocation is a preliminary estimate as it is subject to change due to events in the future. Assets acquired: Cash and cash equivalents $ 50 Accounts receivable 3,500 Prepaid expenses and other current assets 451 Property and equipment 1,194 Other long-term assets 68 Goodwill 13,622 Intangible assets 15,300 Total assets acquired 34,185 Liabilities assumed: Accounts payable 134 Accrued expenses and other current liabilities 409 Deferred revenue 10,400 Capital lease obligations 317 Other long-term liabilities 55 Total liabilities assumed 11,315 Net assets acquired $ 22,870 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 fiscal year 2015, acquisition costs of $0.5 million were recorded in general and administrative expenses in the consolidated statement of operations. Technology Trademark Customer Relationships Deferred Revenue Goodwill Pro Forma Results The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations Set forth below is the unaudited pro forma consolidated results of operations of the Company and Zimbra as if the Acquisition occurred as of January 1, 2014 (in thousands, except per share amounts): Years Ended December 31, 2014 2015 Revenue $ 134,207 $ 130,077 Operating loss $ (9,485 ) $ (2,944 ) Net loss $ (16,017 ) $ (4,608 ) Net loss per share: Basic $ (0.54 ) $ (0.16 ) Diluted $ (0.54 ) $ (0.16 ) |
Property and Equipment-Net
Property and Equipment-Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment-Net | 3. PROPERTY AND EQUIPMENT—NET As of December 31, 2014 and 2015, property and equipment, net consisted of the following (in thousands): 2014 2015 Computer equipment $ 21,194 $ 23,324 Computer software 10,741 12,748 Furniture and fixtures 1,847 1,945 Leasehold improvements 1,389 1,532 Work in process 1,203 2,065 Other 173 252 36,547 41,866 Less accumulated depreciation (21,147 ) (27,489 ) Total property and equipment—net $ 15,128 $ 14,377 Property and equipment includes computer equipment and software held under capital leases of approximately $4.8 million and $4.1 million as of December 31, 2014 and 2015, respectively. Accumulated depreciation of computer equipment and software held under capital leases amounted to $2.7 million and $1.8 million as of December 31, 2014 and 2015, respectively. Depreciation expense was $4.7 million, $5.1 million, and $6.4 million for the years ended December 31, 2013, 2014, and 2015, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2014 and 2015, accrued expenses and other current liabilities consisted of the following (in thousands): 2014 2015 Accrued compensation $ 4,066 $ 6,112 Accrued content fees 1,745 1,964 Accrued business acquisition consideration 495 — Other 1,455 1,689 Total $ 7,761 $ 9,765 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 5. LONG-TERM DEBT In September 2013, the Company entered into a Loan and Security Agreement, with Silicon Valley Bank (“SVB”), which was most recently amended in February 2016 (as amended, the “Loan Agreement”). The Loan Agreement provides for a $12.0 million secured revolving line of credit with a stated maturity of September 27, 2017. The credit facility is available for cash borrowings, subject to a formula based upon eligible accounts receivable. As of December 31, 2015, $5.0 million was outstanding under the Loan Agreement; and subject to the operation of the borrowing formula, an additional $7.0 million was available for draw under the Loan Agreement. Borrowings under the Loan Agreement bear interest, at the Company’s election, at an annual rate of either 1.00% above the “prime rate” as published in The Wall Street Journal or LIBOR for the relevant period plus 3.50%. For LIBOR advances, interest is payable (i) on the last day of a LIBOR interest period or (ii) on the last day of each calendar quarter. For prime rate advances, interest is payable (a) on the first day of each month and (b) on each date a prime rate advance is converted into a LIBOR advance. The Company’s obligations to SVB are secured by a first priority security interest in all our assets, including our intellectual property. The Loan Agreement contains customary events of default, including non-payment of principal or interest, violations of covenants, material adverse changes, cross-default, bankruptcy and material judgments. Upon the occurrence of an event of default, SVB may accelerate repayment of any outstanding balance. The Loan Agreement also contains certain financial covenants and other agreements that are customary in loan agreements of this type, including restrictions on paying dividends and making distributions to our stockholders. As of December 31, 2015, the Company was in compliance with the covenants. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. INCOME TAXES Loss from continuing operations before income taxes included income from domestic operations of $(1.1) million, $(7.1) million and $(2.9) million for the years ended December 31, 2013, 2014 and 2015, and income from foreign operations of $0.2 million, $0.1 million $(0.3) million for the years ended December 31, 2013, 2014 and 2015. The (benefit) provision for income taxes for the years ended December 31, 2013, 2014 and 2015, comprised the following (in thousands): 2013 2014 2015 Current: United States Federal $ 16 $ 21 $ (1 ) State 22 24 45 Foreign 71 7 195 Total current provision for income taxes 109 52 239 Deferred: United States Federal (119 ) 4,135 — State (97 ) 634 — Foreign (27 ) — — Net deferred (benefit) provision for income taxes (243 ) 4,769 — Total (benefit) provision for income taxes $ (134 ) $ 4,821 $ 239 The income tax effects of significant temporary differences and carryforwards that give rise to deferred income tax assets and liabilities as of December 31, 2014 and 2015 are as follows (in thousands): 2014 2015 Deferred income tax assets: Stock and other compensation expense $ 2,838 $ 3,997 Net operating losses 3,533 3,212 Research and development credits 1,676 1,676 Other federal, state and foreign carryforwards 304 618 Other 294 341 Gross deferred tax assets 8,645 9,844 Valuation allowances (7,504 ) (8,846 ) 1,141 998 Deferred income tax liabilities: Fixed assets (457 ) (290 ) Other (57 ) (81 ) Gross deferred tax liabilities (514 ) (371 ) Subtotal 627 627 Less unrecognized tax benefit liability related to deferred items (627 ) (627 ) Net deferred tax assets $ — $ — A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2013 2014 2015 Balance—beginning of year $ 627 $ 627 $ 627 Additions for tax positions of prior years — — — Reductions for tax positions of prior years — — — Balance—end of year $ 627 $ 627 $ 627 The unrecognized tax benefits at the end of 2013, 2014 and 2015 were primarily related to research and development carryforwards. If the $0.6 million of unrecognized tax benefits as of December 31, 2015 were recognized, approximately $0.6 million would decrease the effective tax rate in the period in which each of the benefits is recognized. The remaining amount would be offset by the reversal of related deferred income tax assets on which an unrecognized tax benefit liability is placed. The Company does not expect any material changes to its unrecognized tax benefits within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2014 and 2015, penalties and interest were insignificant. The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. states and foreign jurisdictions. The tax years 2004 to 2015 remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized. The Company is currently not under examination in any major taxing jurisdictions. Income tax (benefit) expense for the years ended December 31, 2013, 2014 and 2015, differs from the expected income tax (benefit) expense calculated using the statutory U.S. Federal income tax rate as follows (dollars in thousands): 2013 2014 2015 Federal income tax (benefit) expense at statutory rate $ (320 ) 34 % $ (2,390 ) 34 % $ (1,075 ) 34 % State and local taxes—net of federal benefit (75 ) 8 (410 ) 6 30 (1 ) Foreign taxes (3 ) — (1 ) — 195 (6 ) Valuation allowance — — 7,504 (107 ) 928 (29 ) Permanent differences 264 (28 ) 262 (4 ) 144 (5 ) Other — — (144 ) 2 17 (1 ) Total $ (134 ) 14 % $ 4,821 (69 )% $ 239 (8 )% The Company had federal and state NOL carryforwards of approximately $7.9 million and $7.6 million, respectively, at December 31, 2015. In addition, the Company has approximately $2.0 million of NOL carryforwards created by windfall tax benefits relating to stock compensation for which no deferred income tax assets have been recorded in accordance with the rules under FASB ASC 718. The NOLs will begin to expire in 2027. The Company has weighed the positive and negative evidence, including cumulative pre-tax losses, and determined that it is more likely than not that the deferred income tax assets, primarily related to the NOLs, will not be realized and, therefore, a full valuation allowance has been recorded against the net deferred income tax assets as of December 31, 2014 and 2015. |
Information About Segment and G
Information About Segment and Geographic Areas | 12 Months Ended |
Dec. 31, 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 operating results and 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. 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 (in thousands): Years Ended December 31, 2013 2014 2015 Revenue: United States $ 111,122 $ 105,872 $ 105,228 International 685 707 5,017 Total revenue $ 111,807 $ 106,579 $ 110,245 As of December 31, 2014 2015 Long-lived tangible assets: United States $ 14,573 $ 12,909 Canada 502 726 International 53 742 Total long-lived tangible assets $ 15,128 $ 14,377 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Lease Commitments Rent expense for operating leases was approximately $1.7 million, $2.5 million and $2.6 million for 2013, 2014 and 2015, respectively. Lease commitments over the next five years as of December 31, 2015 can be summarized as follows (in thousands): Years Ending Operating 2016 $ 2,454 2017 1,629 2018 1,422 2019 1,289 2020 367 Total lease commitments $ 7,161 Years Ending Capital 2016 $ 1,665 2017 734 2018 232 2019 91 2020 8 Total minimum capital lease commitments 2,730 Less-amount representing interest 149 Total capital lease obligations 2,581 Less-current portion of capital lease obligations 1,007 Long-term portion of capital lease obligations $ 1,574 Contract Commitments Years Ending Contract 2016 $ 4,140 2017 2,020 2018 660 2019 660 Total contract commitments $ 7,480 Litigation |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | 9. EQUITY Stock Repurchases The following table sets forth the shares of common stock repurchased through the program: Years Ended December 31, 2013 2014 2015 Shares of common stock repurchased — 229,050 — Value of common stock repurchased (in thousands) $ — $ 562 $ — Withhold to Cover Years Ended December 31, 2013 2014 2015 Shares withheld — 4,594 99,904 Cost (in thousands) $ — $ 11 $ 190 Warrants |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 10. STOCK-BASED COMPENSATION The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected term (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate and expected dividends. The Company also estimates forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment The following table presents the weighted-average assumptions used to estimate the fair value of options granted (excluding replacement options in conjunction with modifications described below) during the periods presented: Years Ended December 31, 2013 2014 2015 Volatility 59 % 58 % 52 % Expected dividend yield — % — % — % Risk-free rate 1.4 % 1.9 % 1.7 % Expected term (in years) 6.25 6.25 6.25 The Company recorded $2.6 million, $3.6 million, and $3.1 million of stock-based compensation expense for the years ended December 31, 2013, 2014, and 2015 , respectively. 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”) results in a temporary difference, which gives rise to a deferred tax asset. Total stock-based compensation expense included in the accompanying consolidated statements of operations for the years ended December 31, 2013, 2014 and 2015, is as follows (in thousands): Years Ended December 31, 2013 2014 2015 Technology and development $ 1,184 $ 1,621 $ 936 Sales and marketing 348 599 942 General and administrative 1,029 1,375 1,237 Total stock-based compensation expense $ 2,561 $ 3,595 $ 3,115 Equity Incentive Plans Special Purpose Recruitment Plan Stock Option Activity Number of Weighted Aggregate Weighted Outstanding—January 1, 2015 6,754,082 $ 2.83 Granted 2,731,500 $ 1.86 Exercised (36,135 ) $ 1.94 Forfeited (753,529 ) $ 2.39 Outstanding—December 31, 2015 8,695,918 $ 2.57 $ 553 7.30 Expected to vest—December 31, 2015 8,226,433 $ 2.60 $ 510 7.20 Vested and exercisable—December 31, 2015 4,039,240 $ 3.08 $ 214 5.39 Aggregate intrinsic value represents the difference between the closing stock price of the Company’s 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 December 31, 2015 was $1.75. The total intrinsic value of options exercised was approximately $0.2 million, $0.5 million, and less than $0.1 million for the years ended December 31, 2013, 2014 and 2015, respectively. The weighted-average grant date fair value of options granted was $1.86 per share, $1.31 per share, and $0.95 per share for the years ended December 31, 2013, 2014 and 2015, respectively. As of December 31, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options was approximately $5.1 million, which is expected to be recognized over a weighted-average period of 2.63 years. Option Modification Non-plan Option Grant RSU Activity Number of Weighted Unvested—January 1, 2015 833,788 $ 2.15 Granted — $ — Released (255,339 ) $ 2.14 Forfeited (140,854 ) $ 2.29 Unvested—December 31, 2015 437,595 $ 2.11 Expected to vest —December 31, 2015 700,457 $ 2.11 As of December 31, 2015, total unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs was approximately $0.8 million, which is expected to be recognized over the next 1.59 years. |
Net Loss Per Common Share Data
Net Loss Per Common Share Data | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share Data | 11. NET LOSS PER COMMON SHARE DATA Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net 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, warrants, 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 years ended December 31, 2013, 2014 and 2015 (in thousands, except share and per share amounts): Year Ended December 31, 2013 2014 2015 Basic net loss per share: Numerator: Net loss $ (1,367 ) $ (12,931 ) $ (3,474 ) Denominator: Weighted-average common shares outstanding 27,306,882 27,389,793 28,213,838 Basic net loss per share $ (0.05 ) $ (0.47 ) $ (0.12 ) Diluted net loss per share: Numerator: Net loss $ (1,367 ) $ (12,931 ) $ (3,474 ) Denominator: Number of shares used in the basic computation 27,306,882 27,389,793 28,213,838 Add weighted-average effect of dilutive securities: Conversion of preferred stock (as if converted basis) — — — Stock options, RSUs and warrants — — — Number of shares used in diluted calculation 27,306,882 27,389,793 28,213,838 Dilutive net loss per share $ (0.05 ) $ (0.47 ) $ (0.12 ) Stock options, warrants and RSUs are not included in the calculation of diluted net loss per share for the years ended December 31, 2013, 2014 and 2015 because the Company had a net loss for those years. The inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share. The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented: Year Ended December 31, 2013 2014 2015 Antidilutive Equity Awards: Stock options and RSUs 3,356,358 7,589,578 9,133,513 Warrants — — 480,000 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 12. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) profit sharing plan that covers substantially all employees. Under the plan, eligible employees are permitted to contribute a portion of gross compensation not to exceed standard limitations provided by the Internal Revenue Service. The Company maintains the right to match employee contributions; however, no matching contributions were made during the years ended December 31, 2013, 2014 or 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS On February 23, 2016, the Company entered into an Asset Purchase Agreement to acquire substantially all of the assets of Technorati, Inc. (“Technorati”) for $3.0 million in cash (the “Purchase Price”). The Company completed the acquisition on February 26, 2016 (the “Closing”). The final allocation of the Purchase Price to the assets and liabilities acquired has not yet been completed. The assets acquired include Technorati’s intellectual property and advertising technology platforms, products and services. Synacor also assumed certain obligations of Technorati, including the performance of Technorati’s post-closing obligations under contracts assigned to Synacor. Many of Technorati’s employees will commence employment with Synacor. We granted an aggregate of 202,000 stock options to the Technorati employees who have accepted employment with Synacor. The Company paid $2.5 million of the Purchase Price at the Closing and withheld $0.5 million of the Purchase Price to secure Technorati’s indemnification obligations under the Asset Purchase Agreement. Pursuant to the terms of the Asset Purchase Agreement, Technorati shall indemnify Synacor for breaches of its representations and warranties, breaches of covenants and certain other matters. The representations and warranties set forth in the Asset Purchase Agreement generally survive for 12 months following the Closing, with longer survival periods for certain fundamental representations and warranties. |
The Company and Summary of Si21
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Accounts Receivable | Accounts Receivable |
Property and Equipment | Property and Equipment Leasehold improvements 3–10 years Computer hardware 5 years Computer software 3 years Furniture and fixtures 7 years Other 3–5 years Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. |
Long-Lived Assets | Long-Lived Assets The components and estimated economic lives of our amortizable intangible assets were as follows as of December 31, 2014 and 2015: Estimated Economic Life 2014 2015 (Dollars in thousands) Gross amortizable intangible assets: Customer relationships 10 years $ — $ 13,400 Trademark 5 years — 300 Developed technology 5 years — 1,600 Total gross amortizable intangible assets — 15,300 Accumulated amortization: Customer relationships — (391 ) Trademark — (18 ) Developed technology — (93 ) Total accumulated amortization — (502 ) Amortizable intangible assets, net $ — $ 14,798 Future amortization expense of amortizable intangible assets will be approximately $1,720 in each of years ending December 31, 2016 through 2020, respectively, and $6,198 thereafter. |
Goodwill | Goodwill The change in goodwill is as follows (in thousands) for the year ended December 31, 2015: Years Ended December 31, 2014 2015 At December 31, 2014 $ 1,565 $ 1,565 Zimbra acquisition related goodwill (Note 2) — 13,622 At December 31, 2015 $ 1,565 $ 15,187 |
Revenue Recognition | Revenue Recognition Year Ended December 31, 2013 2014 2015 Search and digital advertising $ 90,447 $ 83,906 $ 78,316 Recurring and fee-based 21,360 22,673 31,929 Total revenue $ 111,807 $ 106,579 $ 110,245 The Company uses internet advertising to generate revenue from the traffic on its Managed Portals categorized as search advertising and digital advertising. • In the case of search advertising, the Company has a revenue-sharing relationship with Google, pursuant to which it includes a Google-branded search tool on its Managed Portals. When a consumer makes a search query using this tool, the Company delivers the query to Google and they return search results to consumers that include advertiser-sponsored links. If the consumer clicks on a sponsored link, Google receives payment from the sponsor of that link and shares a portion of that payment with the Company, which is recognized as revenue. • Digital advertising includes video, image and text advertisements delivered on one of the Company’s Managed Portals. Advertising inventory is filled with advertisements sourced by the Company’s direct sales force, independent advertising sales representatives, and also advertising network partners. Revenue is generated for the Company when an advertisement displays, otherwise known as an impression, or when consumers view or click an advertisement, otherwise known as an action. Digital advertising revenue is calculated on a per-impression or per-action basis. Revenue is recognized as the impressions are delivered or the actions occur, according to contractual rates. Recurring and Fee-Based revenue represents subscription fees and other fees that the Company receives from customers for the use of its proprietary technology, including the use of, or access to, email, video solutions, Cloud ID, security services, games and other premium services and paid content. Monthly subscriber levels typically form the basis for calculating and generating Recurring and Fee-Based revenue. They are generally determined by multiplying a per-subscriber per-month fee by the number of subscribers using the particular services being offered or consumed. In other cases, the fee is fixed. Revenue is recognized from customers as the services are delivered. The Company evaluates its relationship between search and digital advertising revenue and its Managed Portal customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Principal Agent Considerations Certain Recurring and Fee-Based revenue is derived from the sale of software licenses on a perpetual or subscription basis, for which revenue is recognized upon receipt of an external agreement and delivery of the software, provided the fees are fixed and determinable, and collection is probable. For agreements that include one or more elements to be delivered at a future date, revenue is recognized using the residual method, under which the vendor-specific objective evidence (“VSOE”) of fair value of the undelivered elements is deferred, and the remaining portion of the agreement fee is recognized as license revenue. VSOE of fair value is based on the Company’s pricing for products and services when sold separately and, for support services, is measured by the renewal rate. If VSOE of fair value has not been established for certain undelivered elements, revenue is deferred until those elements have been delivered or their fair values have been determined. |
Cost of Revenue | Cost of Revenue Content-acquisition agreements may be based on a fixed payment schedule, on the number of subscribers per month, or a combination of both. Fixed-payment agreements are expensed on a straight-line basis over the term defined in the agreement. Agreements based on the number of subscribers are expensed on a monthly basis. Co-location facility costs consist of rent and operating costs for the Company’s data center facilities. Royalty costs consist of amounts due to other parties for sale of mailboxes with third party technology enabled. Product support costs consist of employee and operating costs directly related to the Company’s maintenance and professional services support. |
Concentrations of Risk | Concentrations of Risk Accounts Receivable 2014 2015 Google 23 % 14 % Portal Customer 12 % * Advertising Customer 11 % * * - less than 10% Revenue 2013 2014 2015 Google 51 % 42 % 28 % For the years ended December 31, 2013, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. Cost of Revenue 2013 2014 2015 Customer A 22 % 22 % 26 % Customer B 13 % 12 % 10 % Customer C 12 % 10 % * Customer D 11 % 12 % * * - less than 10% Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash primarily in checking and money market accounts with high credit quality financial institutions, which, at times, have exceeded federally insured limits of $0.25 million. Although the Company maintains balances that exceed the federally insured limit, it has not experienced any losses related to these balances and believes credit risk to be minimal. |
Software Development Costs | Software Development Costs |
Technology and Development | Technology and Development |
Sales and Marketing | Sales and Marketing |
General and Administrative | General and Administrative |
Sale of Domain | Sale of Domain |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation Compensation—Stock Compensation |
Rights Plan | 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”). 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. |
Business Combinations | Business Combinations The following methodology and assumptions are considered relevant to the fair value judgments related to acquired intangible assets and assumed liabilities: • Technology and Trademark intangible assets—valued based on discounted cash flows using the relief from royalty method (a form of an income approach) • Customer Relationship—valued based on a multi-period excess earnings method (a form on an income approach) • Deferred Revenue—valued based on a cost approach using estimated costs to be incurred in connection with the continuing legal obligation associated with acquired contracts plus a reasonable profit margin. Business assumptions, such as projections of revenue, costs to fulfill acquired contracts, applicable royalty rates, and future profitability are key assumptions included in the methods described above. In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value through other expense in the consolidated statement of operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable contingent consideration. |
Income Taxes | Income Taxes The Company accounts for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. It is the Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2014 and 2015, accrued interest or penalties related to uncertain tax positions was insignificant. |
Reduction In Workforce | Reduction In Workforce |
Accounting Estimates | Accounting Estimates |
Investments | Investment |
Fair Value Measurements | Fair Value Measurements The provisions of ASC 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 |
Investments and Fair Value Measurements | Investments and Fair Value Measurements The investment in B&FF is considered an available-for-sale security and is reported on the Company’s consolidated balance sheets as an investment. The provisions of ASC 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 The Company classifies its investment in B&FF within Level 3 because it is valued using unobservable inputs. As of December 31, 2014 and 2015, the estimated fair value is equal to the purchase price of $1.0 million. |
Applicable Recent Accounting Pronouncements | Applicable Recent Accounting Pronouncements Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605) In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) |
The Company and Summary of Si22
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Useful Lives of Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Leasehold improvements 3–10 years Computer hardware 5 years Computer software 3 years Furniture and fixtures 7 years Other 3–5 years |
Summary of Components and Estimated Economic Lives of Amortizable Intangible Assets | The components and estimated economic lives of our amortizable intangible assets were as follows as of December 31, 2014 and 2015: Estimated Economic Life 2014 2015 (Dollars in thousands) Gross amortizable intangible assets: Customer relationships 10 years $ — $ 13,400 Trademark 5 years — 300 Developed technology 5 years — 1,600 Total gross amortizable intangible assets — 15,300 Accumulated amortization: Customer relationships — (391 ) Trademark — (18 ) Developed technology — (93 ) Total accumulated amortization — (502 ) Amortizable intangible assets, net $ — $ 14,798 |
Summary of Changes in Goodwill | The change in goodwill is as follows (in thousands) for the year ended December 31, 2015: Years Ended December 31, 2014 2015 At December 31, 2014 $ 1,565 $ 1,565 Zimbra acquisition related goodwill (Note 2) — 13,622 At December 31, 2015 $ 1,565 $ 15,187 |
Schedule of Revenue by Categories | The following table shows the revenue in each category for the years ended December 31, 2013, 2014 and 2015 (in thousands): Year Ended December 31, 2013 2014 2015 Search and digital advertising $ 90,447 $ 83,906 $ 78,316 Recurring and fee-based 21,360 22,673 31,929 Total revenue $ 111,807 $ 106,579 $ 110,245 |
Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue | As of December 31, 2014 and 2015, and for the years ended December 31, 2013, 2014 and 2015 the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows: Accounts Receivable 2014 2015 Google 23 % 14 % Portal Customer 12 % * Advertising Customer 11 % * * - less than 10% Revenue 2013 2014 2015 Google 51 % 42 % 28 % For the years ended December 31, 2013, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. Cost of Revenue 2013 2014 2015 Customer A 22 % 22 % 26 % Customer B 13 % 12 % 10 % Customer C 12 % 10 % * Customer D 11 % 12 % * * - less than 10% |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 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 on September 14, 2015 3,132 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 (600,000 shares of common stock) on September 14, 2015 783 Fair value of contingent consideration 1,600 Total purchase price $ 22,870 |
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. The purchase price allocation is a preliminary estimate as it is subject to change due to events in the future. Assets acquired: Cash and cash equivalents $ 50 Accounts receivable 3,500 Prepaid expenses and other current assets 451 Property and equipment 1,194 Other long-term assets 68 Goodwill 13,622 Intangible assets 15,300 Total assets acquired 34,185 Liabilities assumed: Accounts payable 134 Accrued expenses and other current liabilities 409 Deferred revenue 10,400 Capital lease obligations 317 Other long-term liabilities 55 Total liabilities assumed 11,315 Net assets acquired $ 22,870 |
Summary of Proforma Consolidated Result of Operations | Set forth below is the unaudited pro forma consolidated results of operations of the Company and Zimbra as if the Acquisition occurred as of January 1, 2014 (in thousands, except per share amounts): Years Ended December 31, 2014 2015 Revenue $ 134,207 $ 130,077 Operating loss $ (9,485 ) $ (2,944 ) Net loss $ (16,017 ) $ (4,608 ) Net loss per share: Basic $ (0.54 ) $ (0.16 ) Diluted $ (0.54 ) $ (0.16 ) |
Property and Equipment-Net (Tab
Property and Equipment-Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): 2014 2015 Computer equipment $ 21,194 $ 23,324 Computer software 10,741 12,748 Furniture and fixtures 1,847 1,945 Leasehold improvements 1,389 1,532 Work in process 1,203 2,065 Other 173 252 36,547 41,866 Less accumulated depreciation (21,147 ) (27,489 ) Total property and equipment—net $ 15,128 $ 14,377 |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of December 31, 2014 and 2015, accrued expenses and other current liabilities consisted of the following (in thousands): 2014 2015 Accrued compensation $ 4,066 $ 6,112 Accrued content fees 1,745 1,964 Accrued business acquisition consideration 495 — Other 1,455 1,689 Total $ 7,761 $ 9,765 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of (Benefit) Provision for Income Taxes | The (benefit) provision for income taxes for the years ended December 31, 2013, 2014 and 2015, comprised the following (in thousands): 2013 2014 2015 Current: United States Federal $ 16 $ 21 $ (1 ) State 22 24 45 Foreign 71 7 195 Total current provision for income taxes 109 52 239 Deferred: United States Federal (119 ) 4,135 — State (97 ) 634 — Foreign (27 ) — — Net deferred (benefit) provision for income taxes (243 ) 4,769 — Total (benefit) provision for income taxes $ (134 ) $ 4,821 $ 239 |
Schedule of Deferred Tax Assets and Liabilities | The income tax effects of significant temporary differences and carryforwards that give rise to deferred income tax assets and liabilities as of December 31, 2014 and 2015 are as follows (in thousands): 2014 2015 Deferred income tax assets: Stock and other compensation expense $ 2,838 $ 3,997 Net operating losses 3,533 3,212 Research and development credits 1,676 1,676 Other federal, state and foreign carryforwards 304 618 Other 294 341 Gross deferred tax assets 8,645 9,844 Valuation allowances (7,504 ) (8,846 ) 1,141 998 Deferred income tax liabilities: Fixed assets (457 ) (290 ) Other (57 ) (81 ) Gross deferred tax liabilities (514 ) (371 ) Subtotal 627 627 Less unrecognized tax benefit liability related to deferred items (627 ) (627 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2013 2014 2015 Balance—beginning of year $ 627 $ 627 $ 627 Additions for tax positions of prior years — — — Reductions for tax positions of prior years — — — Balance—end of year $ 627 $ 627 $ 627 |
Schedule of Income Tax Rate Reconciliation | Income tax (benefit) expense for the years ended December 31, 2013, 2014 and 2015, differs from the expected income tax (benefit) expense calculated using the statutory U.S. Federal income tax rate as follows (dollars in thousands): 2013 2014 2015 Federal income tax (benefit) expense at statutory rate $ (320 ) 34 % $ (2,390 ) 34 % $ (1,075 ) 34 % State and local taxes—net of federal benefit (75 ) 8 (410 ) 6 30 (1 ) Foreign taxes (3 ) — (1 ) — 195 (6 ) Valuation allowance — — 7,504 (107 ) 928 (29 ) Permanent differences 264 (28 ) 262 (4 ) 144 (5 ) Other — — (144 ) 2 17 (1 ) Total $ (134 ) 14 % $ 4,821 (69 )% $ 239 (8 )% |
Information About Segment and27
Information About Segment and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 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 (in thousands): Years Ended December 31, 2013 2014 2015 Revenue: United States $ 111,122 $ 105,872 $ 105,228 International 685 707 5,017 Total revenue $ 111,807 $ 106,579 $ 110,245 As of December 31, 2014 2015 Long-lived tangible assets: United States $ 14,573 $ 12,909 Canada 502 726 International 53 742 Total long-lived tangible assets $ 15,128 $ 14,377 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Commitments | Lease commitments over the next five years as of December 31, 2015 can be summarized as follows (in thousands): Years Ending Operating 2016 $ 2,454 2017 1,629 2018 1,422 2019 1,289 2020 367 Total lease commitments $ 7,161 |
Schedule of Capital Lease Commitments | Years Ending Capital 2016 $ 1,665 2017 734 2018 232 2019 91 2020 8 Total minimum capital lease commitments 2,730 Less-amount representing interest 149 Total capital lease obligations 2,581 Less-current portion of capital lease obligations 1,007 Long-term portion of capital lease obligations $ 1,574 |
Schedule of Contract Commitments | Contract commitments as of December 31, 2015 can be summarized as follows (in thousands): Years Ending Contract 2016 $ 4,140 2017 2,020 2018 660 2019 660 Total contract commitments $ 7,480 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Stock Repurchased | The following table sets forth the shares of common stock repurchased through the program: Years Ended December 31, 2013 2014 2015 Shares of common stock repurchased — 229,050 — Value of common stock repurchased (in thousands) $ — $ 562 $ — |
Schedule of Shares and Cost of Company's Common Stock | Shares and cost of the Company’s common stock withheld to cover minimum statutory tax withholding requirements during the years ended December 31, 2013, 2014 and 2015 were as follows: Years Ended December 31, 2013 2014 2015 Shares withheld — 4,594 99,904 Cost (in thousands) $ — $ 11 $ 190 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Weighted Average Assumptions Used to Estimate the Fair Value of Options Granted | The following table presents the weighted-average assumptions used to estimate the fair value of options granted (excluding replacement options in conjunction with modifications described below) during the periods presented: Years Ended December 31, 2013 2014 2015 Volatility 59 % 58 % 52 % Expected dividend yield — % — % — % Risk-free rate 1.4 % 1.9 % 1.7 % Expected term (in years) 6.25 6.25 6.25 |
Schedule of Total Stock Based Compensation Expense | Total stock-based compensation expense included in the accompanying consolidated statements of operations for the years ended December 31, 2013, 2014 and 2015, is as follows (in thousands): Years Ended December 31, 2013 2014 2015 Technology and development $ 1,184 $ 1,621 $ 936 Sales and marketing 348 599 942 General and administrative 1,029 1,375 1,237 Total stock-based compensation expense $ 2,561 $ 3,595 $ 3,115 |
Summary of Stock Option Activity | Stock Option Activity Number of Weighted Aggregate Weighted Outstanding—January 1, 2015 6,754,082 $ 2.83 Granted 2,731,500 $ 1.86 Exercised (36,135 ) $ 1.94 Forfeited (753,529 ) $ 2.39 Outstanding—December 31, 2015 8,695,918 $ 2.57 $ 553 7.30 Expected to vest—December 31, 2015 8,226,433 $ 2.60 $ 510 7.20 Vested and exercisable—December 31, 2015 4,039,240 $ 3.08 $ 214 5.39 |
Schedule of RSU Activity | A summary of RSU activity for the year ended December 31, 2015 is as follows: Number of Weighted Unvested—January 1, 2015 833,788 $ 2.15 Granted — $ — Released (255,339 ) $ 2.14 Forfeited (140,854 ) $ 2.29 Unvested—December 31, 2015 437,595 $ 2.11 Expected to vest —December 31, 2015 700,457 $ 2.11 |
Net Loss Per Common Share Data
Net Loss Per Common Share Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net loss per share for the years ended December 31, 2013, 2014 and 2015 (in thousands, except share and per share amounts): Year Ended December 31, 2013 2014 2015 Basic net loss per share: Numerator: Net loss $ (1,367 ) $ (12,931 ) $ (3,474 ) Denominator: Weighted-average common shares outstanding 27,306,882 27,389,793 28,213,838 Basic net loss per share $ (0.05 ) $ (0.47 ) $ (0.12 ) Diluted net loss per share: Numerator: Net loss $ (1,367 ) $ (12,931 ) $ (3,474 ) Denominator: Number of shares used in the basic computation 27,306,882 27,389,793 28,213,838 Add weighted-average effect of dilutive securities: Conversion of preferred stock (as if converted basis) — — — Stock options, RSUs and warrants — — — Number of shares used in diluted calculation 27,306,882 27,389,793 28,213,838 Dilutive net loss per share $ (0.05 ) $ (0.47 ) $ (0.12 ) |
Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share | The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented: Year Ended December 31, 2013 2014 2015 Antidilutive Equity Awards: Stock options and RSUs 3,356,358 7,589,578 9,133,513 Warrants — — 480,000 |
The Company and Summary of Si32
The Company and Summary of Significant Accounting Policies - Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 7 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Minimum [Member] | Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Maximum [Member] | Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
The Company and Summary of Si33
The Company and Summary of Significant Accounting Policies - Property Plant and Equipment - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life, description | Amortized over the shorter of the lease term or the estimated useful life of the assets |
The Company and Summary of Si34
The Company and Summary of Significant Accounting Policies - Summary of Components and Estimated Economic Lives of Amortizable Intangible Assets (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Total gross amortizable intangible assets | $ 15,300 |
Total accumulated amortization | (502) |
Amortizable intangible assets, net | $ 14,798 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated economic life | 10 years |
Total gross amortizable intangible assets | $ 13,400 |
Total accumulated amortization | $ (391) |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated economic life | 5 years |
Total gross amortizable intangible assets | $ 300 |
Total accumulated amortization | $ (18) |
Developed Technology Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated economic life | 5 years |
Total gross amortizable intangible assets | $ 1,600 |
Total accumulated amortization | $ (93) |
The Company and Summary of Si35
The Company and Summary of Significant Accounting Policies - Long-Lived Assets - Additional Information (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Amortizable intangible assets 2016 | $ 1,720 |
Amortizable intangible assets 2017 | 1,720 |
Amortizable intangible assets 2018 | 1,720 |
Amortizable intangible assets 2019 | 1,720 |
Amortizable intangible assets 2020 | 1,720 |
Amortizable intangible assets thereafter | $ 6,198 |
The Company and Summary of Si36
The Company and Summary of Significant Accounting Policies - Summary of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
At December 31, 2014 | $ 1,565 | $ 1,565 |
Zimbra acquisition related goodwill | 13,622 | 0 |
At December 31, 2015 | $ 15,187 | $ 1,565 |
The Company and Summary of Si37
The Company and Summary of Significant Accounting Policies - Schedule of Revenue by Categories (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue from External Customer [Line Items] | |||
REVENUE | $ 110,245 | $ 106,579 | $ 111,807 |
Search and Display Advertising [Member] | |||
Revenue from External Customer [Line Items] | |||
REVENUE | 78,316 | 83,906 | 90,447 |
Recurring and Fee Based [Member] | |||
Revenue from External Customer [Line Items] | |||
REVENUE | $ 31,929 | $ 22,673 | $ 21,360 |
The Company and Summary of Si38
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] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cost of Revenue [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 26.00% | 22.00% | 22.00% |
Cost of Revenue [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 12.00% | 13.00% |
Cost of Revenue [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 12.00% | |
Cost of Revenue [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 11.00% | |
Accounts Receivable [Member] | Google [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | 23.00% | |
Accounts Receivable [Member] | Portal Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | ||
Accounts Receivable [Member] | Advertising Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | ||
Revenue [Member] | Google [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 28.00% | 42.00% | 51.00% |
The Company and Summary of Si39
The Company and Summary of Significant Accounting Policies - Concentrations of Risk - Additional Information (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Excess of federally insured limit | $ 250 |
The Company and Summary of Si40
The Company and Summary of Significant Accounting Policies - Software Development Costs - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Internal and external costs during application development stage of new software | $ 2.8 | $ 3.4 | $ 3 |
The Company and Summary of Si41
The Company and Summary of Significant Accounting Policies - Sale of Domain - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Gain on sale of domain | $ 1,000 |
The Company and Summary of Si42
The Company and Summary of Significant Accounting Policies - Rights Plan - Additional Information (Detail) | Jul. 14, 2014$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2014shares |
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 | |
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 | ||
Series A Junior Participating Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Preferred stock, shares authorized | 2,000,000 |
The Company and Summary of Si43
The Company and Summary of Significant Accounting Policies - Reduction in Workforce - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($)Employee | Dec. 31, 2014USD ($) | |
Class of Warrant or Right [Line Items] | ||
Number of employees affected by cost reduction plan | Employee | 70 | |
Severance costs | $ 1.3 | |
Technology and Development Expense [Member] | ||
Class of Warrant or Right [Line Items] | ||
Severance costs | $ 0.5 | |
Sales and Marketing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Severance costs | 0.2 | |
General and Administrative [Member] | ||
Class of Warrant or Right [Line Items] | ||
Severance costs | $ 0.6 |
The Company and Summary of Si44
The Company and Summary of Significant Accounting Policies - Investments - Additional Information (Detail) $ in Millions | Jul. 31, 2013USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Payments to acquire available-for-sale securities, equity | $ 1 |
The Company and Summary of Si45
The Company and Summary of Significant Accounting Policies - Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Convertible promissory note, fair value | $ 1 | $ 1 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Total revenue | $ 110,245 | $ 106,579 | $ 111,807 |
TZ Holdings, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase price | 22,870 | ||
Cash consideration | 17,310 | ||
Additional consideration | 2,400 | ||
Maximum additional consideration | 2,000 | ||
Contingent consideration at fair value | $ 1,600 | ||
Number of shares held back | 600,000 | ||
Deferred revenue at date of acquisition | $ 10,400 | ||
Total revenue | 7,900 | ||
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 | 240,000 | ||
Business acquisition equity Interest Issued, value | $ 3,132 | ||
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 | ||
Trademarks [Member] | TZ Holdings, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Fair value at date of acquisition | $ 300 | ||
Amortization period | 5 years | ||
Technology [Member] | TZ Holdings, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of paid software users | Over 100 million | ||
Fair value at date of acquisition | $ 1,600 | ||
Amortization period | 5 years | ||
Customer Relationships [Member] | TZ Holdings, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Fair value at date of acquisition | $ 13,400 | ||
Amortization period | 10 years |
Acquisition - Schedule of Conti
Acquisition - Schedule of Contingent Consideration (Detail) - TZ Holdings, Inc [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Cash consideration | $ 17,310 |
Fair value of holdback common stock and warrant | 783 |
Fair value of contingent consideration | 1,600 |
Total purchase price | 22,870 |
Common Stock [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Fair value of common stock and warrant issued | 3,132 |
Warrant Holdback [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Fair value of common stock and warrant issued | $ 45 |
Acquisition - Schedule of Con48
Acquisition - Schedule of Contingent Consideration (Parenthetical) (Detail) - TZ Holdings, Inc [Member] | 12 Months Ended |
Dec. 31, 2015shares | |
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 | 240,000 |
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 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | |||
GOODWILL | $ 15,187 | $ 1,565 | $ 1,565 |
TZ Holdings, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 50 | ||
Accounts receivable | 3,500 | ||
Prepaid expenses and other current assets | 451 | ||
Property and equipment | 1,194 | ||
Other long-term assets | 68 | ||
GOODWILL | 13,622 | ||
Intangible assets | 15,300 | ||
Total assets acquired | 34,185 | ||
Accounts payable | 134 | ||
Accrued expenses and other current liabilities | 409 | ||
Deferred revenue | 10,400 | ||
Capital lease obligations | 317 | ||
Other long-term liabilities | 55 | ||
Total liabilities assumed | 11,315 | ||
Net assets acquired | $ 22,870 |
Acquisition - Summary of Profor
Acquisition - Summary of Proforma Consolidated Result of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Revenue | $ 130,077 | $ 134,207 |
Operating loss | (2,944) | (9,485) |
Net loss | $ (4,608) | $ (16,017) |
Earnings per share, Basic | $ (0.16) | $ (0.54) |
Earning per share, Diluted | $ (0.16) | $ (0.54) |
Property and Equipment-Net - Sc
Property and Equipment-Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 41,866 | $ 36,547 |
Less accumulated depreciation | (27,489) | (21,147) |
Total property and equipment-net | 14,377 | 15,128 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 23,324 | 21,194 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 12,748 | 10,741 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,945 | 1,847 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,532 | 1,389 |
Work in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,065 | 1,203 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 252 | $ 173 |
Property and Equipment-Net - Ad
Property and Equipment-Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 41,866 | $ 36,547 | |
Accumulated depreciation of equipment under capital leases | 27,489 | 21,147 | |
Depreciation expense | 6,901 | 5,126 | $ 4,650 |
Computer Equipment and Software [Member] | Capital Lease Obligations [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 4,100 | 4,800 | |
Accumulated depreciation of equipment under capital leases | $ 1,800 | $ 2,700 |
Accrued Expenses and Other Cu53
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 6,112 | $ 4,066 |
Accrued content fees | 1,964 | 1,745 |
Accrued business acquisition consideration | 495 | |
Other | 1,689 | 1,455 |
Total | $ 9,765 | $ 7,761 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) - Revolving Credit Facility [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2013 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 12,000,000 | |
Current borrowing capacity | $ 7,000,000 | |
Amount outstanding | $ 5,000,000 | |
Maturity date | Sep. 27, 2017 | |
LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.50% | |
Prime Rate [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Loss from continuing operations before income taxes, domestic | $ (2.9) | $ (7.1) | $ (1.1) |
Income loss from continuing operations before income taxes, foreign | (0.3) | $ 0.1 | $ 0.2 |
Unrecognized tax benefits that would impact effective tax rate | 0.6 | ||
NOL carryforwards created by windfall tax benefits | 2 | ||
Federal Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 7.9 | ||
State Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 7.6 |
Income Taxes - Schedule of (Ben
Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
United States Federal | $ (1) | $ 21 | $ 16 |
State | 45 | 24 | 22 |
Foreign | 195 | 7 | 71 |
Total current provision for income taxes | 239 | 52 | 109 |
Deferred: | |||
United States Federal | 4,135 | (119) | |
State | 634 | (97) | |
Foreign | (27) | ||
Net deferred (benefit) provision for income taxes | 4,769 | (243) | |
Total (benefit) provision for income taxes | $ 239 | $ 4,821 | $ (134) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax assets: | |||
Stock and other compensation expense | $ 3,997 | $ 2,838 | |
Net operating losses | 3,212 | 3,533 | |
Research and development credits | 1,676 | 1,676 | |
Other federal, state and foreign carryforwards | 618 | 304 | |
Other | 341 | 294 | |
Gross deferred tax assets | 9,844 | 8,645 | |
Valuation allowances | (8,846) | (7,504) | |
Deferred tax assets, net of valuation allowance | 998 | 1,141 | |
Deferred income tax liabilities: | |||
Fixed assets | (290) | (457) | |
Other | (81) | (57) | |
Gross deferred tax liabilities | (371) | (514) | |
Subtotal | 627 | 627 | |
Less unrecognized tax benefit liability related to deferred items | (627) | (627) | $ (627) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | |||
Balance-beginning of year | $ 627 | $ 627 | $ 627 |
Additions for tax positions of prior years | 0 | 0 | 0 |
Reductions for tax positions of prior years | 0 | 0 | 0 |
Balance-end of year | $ 627 | $ 627 | $ 627 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax (Benefit) Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income tax expense (benefit), continuing operations, income tax reconciliation | |||
Federal income tax (benefit) expense at statutory rate, amount | $ (1,075) | $ (2,390) | $ (320) |
State and local taxes-net of federal benefit, amount | 30 | (410) | (75) |
Foreign taxes, amount | 195 | (1) | (3) |
Valuation allowance, amount | 928 | 7,504 | |
Permanent differences, amount | 144 | 262 | 264 |
Other, amount | 17 | (144) | |
Total (benefit) provision for income taxes | $ 239 | $ 4,821 | $ (134) |
Effective income tax rate, continuing operations, tax rate reconciliation | |||
Federal income tax (benefit) expense at statutory rate | 34.00% | 34.00% | 34.00% |
State and local taxes-net of federal benefit | (1.00%) | 6.00% | 8.00% |
Foreign taxes | (6.00%) | ||
Valuation allowance | (29.00%) | (107.00%) | |
Permanent differences | (5.00%) | (4.00%) | (28.00%) |
Other | (1.00%) | 2.00% | |
Total | (8.00%) | (69.00%) | 14.00% |
Information About Segment and60
Information About Segment and Geographic Areas - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Revenues From External Customers And Long Lived Assets [Abstract] | |
Number of reportable segments | 1 |
Number of operating units | 1 |
Information About Segment and61
Information About Segment and Geographic Areas - Schedule of Revenue and Long Lived Tangible Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUE | $ 110,245 | $ 106,579 | $ 111,807 |
Long-lived tangible assets | 14,377 | 15,128 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUE | 105,228 | 105,872 | 111,122 |
Long-lived tangible assets | 12,909 | 14,573 | |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived tangible assets | 726 | 502 | |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUE | 5,017 | 707 | $ 685 |
Long-lived tangible assets | $ 742 | $ 53 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Capital lease agreements, minimum interest rate | 3.00% | ||
Capital lease agreements, maximum interest rate | 7.00% | ||
Rent expense for operating leases | $ 2.6 | $ 2.5 | $ 1.7 |
Commitments and Contingencies63
Commitments and Contingencies - Schedule of Operating Lease Commitments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 2,454 |
2,017 | 1,629 |
2,018 | 1,422 |
2,019 | 1,289 |
2,020 | 367 |
Total lease commitments | $ 7,161 |
Commitments and Contingencies64
Commitments and Contingencies - Schedule of Capital Lease Commitments (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 1,665 | |
2,017 | 734 | |
2,018 | 232 | |
2,019 | 91 | |
2,020 | 8 | |
Total minimum capital lease commitments | 2,730 | |
Less-amount representing interest | 149 | |
Total capital lease obligations | 2,581 | |
Less-current portion of capital lease obligations | 1,574 | $ 1,150 |
Long-term portion of capital lease obligations | $ 1,007 | $ 1,383 |
Commitments and Contingencies65
Commitments and Contingencies - Schedule of Contract Commitments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2,016 | $ 4,140 |
2,017 | 2,020 |
2,018 | 660 |
2,019 | 660 |
Total contract commitments | $ 7,480 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jul. 14, 2014 | Feb. 28, 2014 | |
Class of Stock [Line Items] | |||
Shares authorized to be repurchased, amount | $ 5,000,000 | ||
Warrants exercisable per share amount | $ 10 | ||
TZ Holdings, Inc [Member] | |||
Class of Stock [Line Items] | |||
Warrants exercisable per share amount | $ 3 | ||
Warrants expected life | 3 years | ||
TZ Holdings, Inc [Member] | Warrants [Member] | |||
Class of Stock [Line Items] | |||
Business acquisition equity Interest Issued, number of Shares | 480,000 |
Equity - Schedule of Stock Repu
Equity - Schedule of Stock Repurchased (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)shares | |
Equity [Abstract] | |
Shares of common stock repurchased | shares | 229,050 |
Value of common stock repurchased (in thousands) | $ | $ 562 |
Equity - Schedule of Shares and
Equity - Schedule of Shares and Cost of Company's Common Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Shares withheld | 99,904 | 4,594 |
Cost | $ 190 | $ 11 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate the Fair Value of Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Volatility | 52.00% | 58.00% | 59.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate | 1.70% | 1.90% | 1.40% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 04, 2014USD ($)Employee$ / sharesshares | Dec. 31, 2015USD ($)Item$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ | $ 3,115 | $ 3,595 | $ 2,561 | |
Number of stock option plans | Item | 4 | |||
Employee stock option plans to purchase common stock, authorized | shares | 10,118,056 | |||
Closing stock price as reported on the Nasdaq | $ / shares | $ 1.75 | |||
Weighted average grant date fair value of options granted | $ / shares | $ 0.95 | $ 1.31 | $ 1.86 | |
Total intrinsic value of options exercised | $ | $ 100 | $ 500 | $ 200 | |
Total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options | $ | $ 5,100 | |||
Expected weighted average period to recognize total unrecognized compensation cost | 2 years 7 months 17 days | |||
Total incremental expense resulting from modification | $ | $ 600 | $ 400 | ||
Outstanding employee options, exercise price | $ / shares | $ 3 | $ 2.57 | $ 2.83 | |
Number of employees affected | Employee | 203 | |||
Option Reset [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding employee options, exercise price | $ / shares | $ 2.38 | |||
Number of options reset as a result of modification | shares | 1,547,382 | |||
Special Purpose Recruitment Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common shares reserved for issuance | shares | 1,000,000 | |||
Chief Executive Officer [Member] | Non-Plan Grant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding employee options, exercise price | $ / shares | $ 2.38 | |||
Options granted during period | shares | 2,001,338 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Duration in which options vest ratable | 3 years | |||
Expected weighted average period to recognize total unrecognized compensation cost | 1 year 7 months 2 days | |||
Unrecognized compensation cost related to RSUs | $ | $ 800 | |||
Restricted Stock Units (RSUs) [Member] | Vesting Every Six Months [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of shares vested | 16.67% | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Duration in which options vest ratable | 4 years | |||
Employee stock option plans to purchase common stock, expiration period | 10 years | |||
Stock Options [Member] | Vesting after Year One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of shares vested | 25.00% | |||
Stock Options [Member] | Vesting Monthly after Year One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of shares vested | 75.00% |
Stock-based Compensation - Sc71
Stock-based Compensation - Schedule of Total Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 3,115 | $ 3,595 | $ 2,561 |
Technology and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 936 | 1,621 | 1,184 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 942 | 599 | 348 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 1,237 | $ 1,375 | $ 1,029 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 2,731,500 |
Number of stock options exercised | shares | (36,135) |
Number of stock options forfeited | shares | (753,529) |
Outstanding number of stock options ending balance | shares | 8,695,918 |
Outstanding number of stock options expected to vest | shares | 8,226,433 |
Outstanding number of stock options vested and exercisable | shares | 4,039,240 |
Outstanding, weighted average exercise price, beginning balance | $ / shares | $ 2.83 |
Weighted average exercise price, granted | $ / shares | 1.86 |
Weighted average exercise price, exercised | $ / shares | 1.94 |
Weighted average exercise price, forfeited | $ / shares | 2.39 |
Outstanding, weighted average exercise price, ending balance | $ / shares | 2.57 |
Expected to vest, weighted average exercise price, ending balance | $ / shares | 2.60 |
Vested and exercisable, weighted average exercise price, ending balance | $ / shares | $ 3.08 |
Aggregate intrinsic value, outstanding | $ | $ 553 |
Aggregate intrinsic value, Expected to vest | $ | 510 |
Aggregate intrinsic value, vested and exercisable | $ | $ 214 |
Weighted average remaining contractual term (in years), outstanding | 7 years 3 months 18 days |
Weighted average remaining contractual term (in years), Expected to vest | 7 years 2 months 12 days |
Weighted average remaining contractual term (in years), vested and exercisable | 5 years 4 months 21 days |
Stock-based Compensation - Su73
Stock-based Compensation - Summary of RSU Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Unvested-Beginning Balance | 833,788 | |
Granted | 0 | |
Released | (255,339) | |
Forfeited | (140,854) | |
Unvested-Ending Balance | 437,595 | |
Expected to vest -December 31, 2015 | 700,457 | |
Unvested-Beginning Balance | $ 2.15 | |
Granted | 0 | |
Released | 2.14 | |
Forfeited | 2.29 | |
Unvested-Ending Balance | 2.15 | $ 2.11 |
Expected to vest-December 31, 2015 | $ 2.11 |
Net Loss Per Common Share Dat74
Net Loss Per Common Share Data - Schedule of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||
Net loss | $ (3,474) | $ (12,931) | $ (1,367) |
Denominator: | |||
Weighted-average common shares outstanding | 28,213,838 | 27,389,793 | 27,306,882 |
Basic net loss per share | $ (0.12) | $ (0.47) | $ (0.05) |
Numerator: | |||
Net loss | $ (3,474) | $ (12,931) | $ (1,367) |
Denominator: | |||
Number of shares used in the basic computation | 28,213,838 | 27,389,793 | 27,306,882 |
Add weighted-average effect of dilutive securities: | |||
Conversion of preferred stock (as if converted basis) | 0 | 0 | 0 |
Stock options, RSUs and warrants | 0 | 0 | 0 |
Number of shares used in diluted calculation | 28,213,838 | 27,389,793 | 27,306,882 |
Dilutive net loss per share | $ (0.12) | $ (0.47) | $ (0.05) |
Net Loss Per Common Share Dat75
Net Loss Per Common Share Data - Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options and RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive equity awards | 9,133,513 | 7,589,578 | 3,356,358 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive equity awards | 480,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
401 (K) Profit Sharing Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
401(K) Plan, cost recognized for matching contributions | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Feb. 23, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||
Stock options granted | 2,731,500 | |
Subsequent Event [Member] | Technorati [Member] | ||
Subsequent Event [Line Items] | ||
Business acquisition purchase price | $ 3 | |
Acquisition completion date | Feb. 26, 2016 | |
Stock options granted | 202,000 | |
Cash consideration | $ 2.5 | |
Cash withheld to secure indemnification obligations | $ 0.5 |