Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 10, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SYNC | |
Entity Registrant Name | Synacor, Inc. | |
Entity Central Index Key | 1,408,278 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 30,291,012 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 16,295 | $ 15,697 |
Accounts receivable, net of allowance of $213 and $372, respectively | 19,052 | 24,341 |
Prepaid expenses and other current assets | 5,188 | 3,290 |
Total current assets | 40,535 | 43,328 |
PROPERTY AND EQUIPMENT, net | 13,996 | 14,377 |
GOODWILL | 15,949 | 15,187 |
INTANGIBLE ASSETS, net | 15,881 | 14,798 |
INVESTMENT | 1,000 | 1,000 |
OTHER LONG-TERM ASSETS | 300 | 336 |
Total assets | 87,661 | 89,026 |
CURRENT LIABILITIES: | ||
Accounts payable | 10,704 | 9,004 |
Accrued expenses and other current liabilities | 12,015 | 9,765 |
Current portion of deferred revenue | 10,279 | 11,295 |
Current portion of capital lease obligations | 1,472 | 1,574 |
Total current liabilities | 34,470 | 31,638 |
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS | 1,035 | 1,007 |
LONG-TERM DEBT | 5,000 | 5,000 |
DEFERRED REVENUE | 3,210 | 3,225 |
OTHER LONG-TERM LIABILITIES | 500 | 2,052 |
Total liabilities | 44,215 | 42,922 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock - par value $0.01 per share; authorized 10,000,000 shares; none issued | ||
Common stock - par value $0.01 per share; authorized 100,000,000 shares; 30,908,818 shares issued and 30,212,158 shares outstanding at June 30, 2016 and 30,636,327 shares issued and 29,983,279 shares outstanding at December 31, 2015 | 308 | 306 |
Treasury stock - at cost, 696,660 shares at June 30, 2016 and 653,048 shares at December 31, 2015 | (1,398) | (1,332) |
Additional paid-in capital | 115,097 | 113,238 |
Accumulated deficit | (70,432) | (66,110) |
Accumulated other comprehensive (loss) income | (129) | 2 |
Total stockholders' equity | 43,446 | 46,104 |
Total liabilities and stockholders' equity | $ 87,661 | $ 89,026 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 213 | $ 372 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,908,818 | 30,636,327 |
Common stock, shares outstanding | 30,212,158 | 29,983,279 |
Treasury stock, shares | 696,660 | 653,048 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
REVENUE | $ 30,476 | $ 24,716 | $ 60,736 | $ 51,446 |
COSTS AND OPERATING EXPENSES: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 13,516 | 12,504 | 26,488 | 26,908 |
Technology and development (exclusive of depreciation and amortization shown separately below) | 6,591 | 4,561 | 12,464 | 9,427 |
Sales and marketing | 5,620 | 3,639 | 11,270 | 7,201 |
General and administrative (exclusive of depreciation and amortization shown separately below) | 5,134 | 3,351 | 10,156 | 6,724 |
Depreciation and amortization | 2,270 | 1,660 | 4,368 | 3,156 |
Total costs and operating expenses | 33,131 | 25,715 | 64,746 | 53,416 |
LOSS FROM OPERATIONS | (2,655) | (999) | (4,010) | (1,970) |
OTHER INCOME, net | 242 | 17 | 244 | 1 |
INTEREST EXPENSE | (84) | (59) | (152) | (109) |
LOSS BEFORE INCOME TAXES AND EQUITY INTEREST | (2,497) | (1,041) | (3,918) | (2,078) |
INCOME TAX PROVISION | 260 | 16 | 404 | 21 |
LOSS IN EQUITY INTEREST | (25) | (57) | ||
NET LOSS | $ (2,757) | $ (1,082) | $ (4,322) | $ (2,156) |
NET LOSS PER SHARE: | ||||
Basic | $ (0.09) | $ (0.04) | $ (0.14) | $ (0.08) |
Diluted | $ (0.09) | $ (0.04) | $ (0.14) | $ (0.08) |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET LOSS PER SHARE: | ||||
Basic | 30,070,759 | 27,534,119 | 30,031,286 | 27,475,481 |
Diluted | 30,070,759 | 27,534,119 | 30,031,286 | 27,475,481 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,757) | $ (1,082) | $ (4,322) | $ (2,156) |
Other comprehensive income: | ||||
Changes in foreign currency translation adjustment | (187) | (3) | (131) | (6) |
Comprehensive loss | $ (2,944) | $ (1,085) | $ (4,453) | $ (2,162) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,322) | $ (2,156) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 4,368 | 3,156 |
Stock-based compensation expense | 1,424 | 1,541 |
Loss in equity interest | 57 | |
Changes in operating assets and liabilities, net of effect of acquisition: | ||
Accounts receivable, net | 6,254 | 3,435 |
Prepaid expenses and other assets | (1,866) | 381 |
Accounts payable | 850 | (2,133) |
Accrued expenses and other liabilities | (15) | (158) |
Deferred revenue | (1,031) | 6 |
Net cash provided by operating activities | 5,662 | 4,129 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition | (2,500) | |
Purchases of property and equipment | (2,004) | (1,561) |
Net cash used in investing activities | (4,504) | (1,561) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on capital lease obligations | (838) | (672) |
Proceeds from exercise of common stock options | 336 | 70 |
Treasury stock shares received to satisfy minimum tax withholdings | (66) | |
Deferred acquisition payment | (495) | |
Net cash used in financing activities | (568) | (1,097) |
Effect of exchange rate changes on cash and cash equivalents | 8 | (8) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 598 | 1,463 |
Cash and cash equivalents, beginning of period | 15,697 | 25,600 |
Cash and cash equivalents, end of period | 16,295 | 27,063 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 132 | 139 |
Cash paid for income taxes | 31 | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Liability for estimated additional acquisition consideration | 567 | |
Property, equipment and service center contracts financed under capital lease obligations | 673 | 637 |
Accrued property and equipment expenditures | 39 | 61 |
Stock-based compensation capitalized to property and equipment | $ 101 | 89 |
Treasury stock received to satisfy minimum withholding liabilities | $ 123 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Principles | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Principles | 1. The Company and Summary of Significant Accounting Principles 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 The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period. The accompanying condensed consolidated balance sheet as of December 31, 2015 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. Concentrations of Risk As of June 30, 2016 and December 31, 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows: Accounts Receivable June 30, 2016 December 31, Google 11 % 14 % For the three and six months ended June 30, 2016 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows: Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Google 14 % 30 % 15 % 33 % For the three and six months ended June 30, 2016 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences: Cost of Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Customer A 26 % 29 % 28 % 27 % Customer B 14 % 10 % 12 % 10 % Customer C Less than 10 % 11 % Less than 10 % 11 % Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 (ASU 2014-09) Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions Technorati – On February 19, 2016, the Company entered into an Asset Purchase Agreement to acquire substantially all of the assets of Technorati, Inc. (“Technorati”), an advertising technology company, for $3.0 million in cash (the “Purchase Price”). The Company completed the acquisition on February 26, 2016 (the “Closing”). The Company expects the acquisition of Technorati to drive additional advertising demand, to accelerate its content and advertising syndication strategy by giving the Company access to over 1,000 new publishers, and to add new tools for publishers to its existing platform. The Company expects to realize synergies and economies of scale by combining Technorati’s publisher network, proprietary SmartWrapper solution and other advertising technology with its existing network of Managed Portals and Advertising solutions. The assets acquired include Technorati’s intellectual property and advertising technology platforms, customer and publisher relationships, accounts receivable and equipment. The Company also assumed certain obligations of Technorati, including post-Closing obligations under contracts assigned to the Company and the payment of outstanding liabilities to its publishers. Ten of Technorati’s employees commenced employment with Synacor. The Company paid $2.5 million of the Purchase Price at the Closing, withheld $0.5 million of the purchase price to secure Technorati’s indemnification obligations under the Asset Purchase Agreement, and owes Technorati approximately $0.1 million in post-closing working capital adjustments. Pursuant to the terms of the Asset Purchase Agreement, Technorati shall indemnify the Company 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. Consideration and Allocation of Purchase Price – The transaction was accounted for as a purchase in accordance with FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations The estimated transaction consideration, as well as the preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the date of the acquisition are presented in the table below. Management is responsible for determining, as of the Closing, the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, and the estimated useful lives for any depreciable and amortizable assets. Management considered a number of factors, including reference to a valuation analysis performed solely for the purpose of this allocation in accordance with ASC Topic 805. The Company’s estimates are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. This analysis required the use of management’s assumptions, which would not reflect unanticipated events and circumstances that may occur. Consideration (in thousands): Cash consideration $ 2,500 Fair value of indemnification holdback 500 Fair value of post-closing working capital adjustment 67 Total consideration $ 3,067 Purchase price allocation (in thousands): Assets acquired: Accounts receivable $ 965 Property and equipment 96 Customer and publisher relationships 1,380 Technology 730 Goodwill 751 Total assets acquired 3,922 Liabilities assumed: Accounts payable and accrued expenses 855 Net assets acquired $ 3,067 While the Company has used its best estimates and assumptions 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 Closing, that if known would have resulted in the recognition of additional assets or liabilities or resulted in changes in the recorded values of assets and liabilities. It is expected that acquired goodwill will be deductible for United States tax purposes. We will amortize technology and customer and publisher relationships over estimated useful lives of five years. Acquisition costs of $0.1 million were incurred during the first quarter of 2016 and charged to general and administrative expense. Zimbra – As more fully discussed in our Annual Report on Form 10-K for the year ended December 31, 2015, 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.” Zimbra 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”). Pro Forma Results The following unaudited pro forma information presents the combined results of the Company’s operations as if the Acquisition had been completed on January 1, 2014, the beginning of the comparable prior reporting periods. The unaudited pro forma results include adjustments to reflect: (i) the carve-out of revenue and expenses relating to the portion of the Zimbra business not acquired; (ii) the elimination of depreciation and amortization from Zimbra’s historical financial statements and the inclusion of depreciation and amortization based on the fair values of acquired property, plant and equipment and intangible assets; (iii) the fair value of deferred revenue liabilities assumed; (iv) recognition of the post-acquisition share-based compensation expense related to stock options that were granted to Zimbra employees who accepted employment with Synacor; (v) the elimination of intercompany revenue and expenses between Zimbra and Synacor; and (iv) the elimination of acquisition-related expenses. 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 periods 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): Three months June 30, 2015 Six months Revenue $ 31,042 $ 64,413 Operating loss $ (1,636 ) (3,313 ) Net loss $ (2,093 ) $ (4,246 ) Net loss per share (basic and diluted): $ (0.07 ) $ (0.14 ) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements In August 2015, the Company and Zimbra, Inc. (now known as “TZ Holdings”) entered into an agreement under which the Company acquired certain assets relating to TZ Holdings’ email/collaboration products and services business, including certain of its foreign subsidiaries, for cash consideration of $17.3 million, 2.4 million shares of common stock and warrants to purchase 480,000 shares of common stock (collectively valued at $3.2 million). The Company also held back an additional 600,000 shares of common stock and warrants to purchase an additional 120,000 shares of common stock (collectively valued at $0.8 million) to secure TZ Holdings’ indemnification claims including pending claims. Additionally, TZ Holdings is eligible to receive cash consideration of up to $2.0 million (the “Earn-Out Consideration”) upon the satisfaction of certain business performance milestones following the closing of the transaction, subject to and contingent upon any reduction to satisfy indemnification claims including pending claims. Should the business performance milestones be met, the payments under this arrangement will be partially due in the fourth quarter of 2016 and partially in the second quarter of 2017. The fair value of the Earn-Out Consideration was determined to be $1.6 million, and the liability for Earn-Out Consideration is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2016. The provisions of ASC Topic 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 The Company classifies the Earn-Out Consideration within Level 3 because it is valued using unobservable inputs. There was no change to the Company’s estimate of the fair value of the Earn-Out Consideration during the three and six months ended June 30, 2016. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets The change in goodwill is as follows for the six months ended June 30, 2016 (in thousands): Six Months Ended Balance – beginning of period $ 15,187 Acquisition of Technorati 751 Effect of foreign currency translation 11 Balance – end of period $ 15,949 Intangible assets, net consisted of the following (in thousands): June 30, December 31, Customer and publisher relationships $ 14,780 $ 13,400 Technology 2,330 1,600 Trademark 300 300 17,410 15,300 Less accumulated amortization (1,529 ) (502 ) Intangible assets, net $ 15,881 $ 14,798 Amortization of intangible assets for the three months ended June 30, 2016 and 2015 was $0.6 million and zero, respectively. Amortization of intangible assets for the six months ended June 30, 2016 and 2015 was $1.0 million and zero, respectively. |
Property and Equipment - Net
Property and Equipment - Net | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment - Net | 5. Property and Equipment – Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, Computer equipment (1) $ 22,999 $ 23,324 Computer software 16,304 12,748 Furniture and fixtures 1,959 1,945 Leasehold improvements 1,549 1,532 Work in process (primarily software development costs) 522 2,065 Other 205 252 43,538 41,866 Less accumulated depreciation (2) (29,542 ) (27,489 ) Property and equipment, net $ 13,996 $ 14,377 Depreciation expense for the three months ended June 30 of both 2016 and 2015 was $1.7 million. Depreciation expense for the six months ended June 30, 2016 and 2015 was $3.3 million and $3.2 million, respectively. Notes: (1) Includes equipment and software held under capital leases of $4.9 million and $4.1 million as of June 30, 2016 and December 31, 2015, respectively. (2) Includes $2.6 million and $1.8 million of accumulated depreciation of equipment under capital leases as of June 30, 2016 and December 31, 2015, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 4,991 $ 6,112 Accrued content fees 2,354 1,964 Contingent consideration 1,600 — Accrued business acquisition consideration 567 — Other 2,503 1,689 Total $ 12,015 $ 9,765 |
Information About Segment and G
Information About Segment and Geographic Areas | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Information About Segment and Geographic Areas | 7. Information About Segment and Geographic Areas Operating segments are components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a total company basis, accompanied by information about revenue by major service line for purposes of allocating resources and evaluating financial performance. Profitability measures by service line are not prepared or used. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the company level. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure. The following tables set forth revenue and long-lived tangible assets by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: United States $ 26,149 $ 24,537 $ 52,619 $ 51,067 International 4,327 179 8,117 379 Total revenue $ 30,476 $ 24,716 $ 60,736 $ 51,446 June 30, December 31, Long-lived tangible assets: United States $ 12,999 $ 12,909 Canada 688 726 Other international 309 742 Total long-lived tangible assets $ 13,996 $ 14,377 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Contract Commitments Year ending December 31, 2016 (remaining six months) $ 2,100 2017 2,080 2018 720 Total $ 4,900 Contingent Consideration In connection with the Company’s acquisition of certain email/collaboration assets from TZ Holdings in September 2015 (see Note 3), the Company is obligated to pay contingent cash consideration totaling up to $2.0 million upon the satisfaction of certain business performance milestones following the closing of the transaction, subject to and contingent upon any reduction to satisfy indemnification claims including pending claims. This liability is valued at $1.6 million, and at June 30, 2016 is included in accrued expenses and other current liabilities. Additionally, the Company also held back an additional 600,000 shares of common stock and warrants to purchase an additional 120,000 shares of common stock (collectively valued at $0.8 million) to secure TZ Holdings’ indemnification claims including pending claims. In connection with the Company’s acquisition of the Technorati assets (see Note 2), the Company withheld $0.5 million of the purchase price to secure Technorati’s indemnification obligations under the Asset Purchase Agreement, with payment under this arrangement due in the first quarter of 2017. Additionally, the Company owes approximately $0.1 million in post-closing working capital adjustments. This amount is included in accrued expenses and other current liabilities at June 30, 2016. Litigation From time to time, the Company is a party to legal actions. In the opinion of management, the outcome of these matters is not expected to have a material impact on the consolidated financial statements of the Company. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 9. Stock-based Compensation The Company has stock-based employee compensation plans for which compensation cost is recognized in its financial statements. The cost is measured at the grant date, based on the fair value of the award, determined using the Black-Scholes option pricing model, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). 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. No such asset is recognized in the accompanying balance sheets as the Company has fully reserved its net deferred tax assets due to the uncertainty of future realization of those assets. Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Technology and development $ 202 $ 253 $ 443 $ 470 Sales and marketing 208 244 431 485 General and administrative 277 303 550 586 Total stock-based compensation expense $ 687 $ 800 $ 1,424 $ 1,541 Stock Option Activity – A summary of the stock option activity for the six months ended June 30, 2016 is presented below: Number of Weighted Weighted Aggregate Outstanding at January 1, 2016 8,695,918 $ 2.57 Granted 1,135,000 $ 1.94 Exercised (157,612 ) $ 2.21 Forfeited or expired (217,039 ) $ 2.01 Outstanding at June 30, 2016 9,456,267 $ 2.51 7.33 $ 7,715 Vested and expected to vest at June 30, 2016 8,998,282 $ 2.54 7.06 $ 7,216 Vested and exercisable at June 30, 2016 4,693,872 $ 3.00 5.48 $ 2,662 Aggregate intrinsic value represents the difference between the Company’s closing stock price of its common stock and the exercise price of outstanding, in-the-money options. The Company’s closing stock price as reported on the NASDAQ Global Market as of June 30, 2016 was $3.08 per share. The total intrinsic value of options exercised for the six months ended June 30, 2016 was $0.1 million. The weighted average fair value of options issued during the six months ended June 30, 2016 amounted to $0.90 per option share. As of June 30, 2016, the unrecognized compensation cost related to non-vested options granted, for which vesting is probable, and adjusted for estimated forfeitures, was approximately $4.8 million. This cost is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of shares vested was $1.1 million for the six months ended June 30, 2016. In addition, the Company may, from time to time, grant Restricted Stock Units (“RSUs”) to its employees. A summary of RSU activity for the six months ended June 30, 2016 is presented below: Number of Weighted Unvested - January 1, 2016 437,595 $ 2.31 Shares granted 123,000 $ 3.64 Shares vested (109,031 ) $ 2.40 Forfeited or expired (15,712 ) $ 2.62 Unvested - June 30, 2016 435,852 $ 2.65 Expected to vest - June 30, 2016 402,732 $ 2.65 |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share Data | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share Data | 10. Net Income (Loss) Per Common Share Data Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options, and to a lesser extent, shares issuable upon the release of RSUs. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. Stock options, warrants and RSUs are not included in the calculation of diluted net loss per share for the three and six months ended June 30, 2016 and 2015 because the Company had a net loss for those periods. The inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share. As such, the Company’s calculations of basic and diluted net loss per share are identical. The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Anti-dilutive equity awards: Stock options and Restricted Stock Units 9,892,119 8,278,318 9,892,119 8,278,318 Warrants 480,000 — 480,000 — |
The Company and Summary of Si17
The Company and Summary of Significant Accounting Principles (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period. The accompanying condensed consolidated balance sheet as of December 31, 2015 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. |
Concentrations of Risk | Concentrations of Risk As of June 30, 2016 and December 31, 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows: Accounts Receivable June 30, 2016 December 31, Google 11 % 14 % For the three and six months ended June 30, 2016 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows: Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Google 14 % 30 % 15 % 33 % For the three and six months ended June 30, 2016 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences: Cost of Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Customer A 26 % 29 % 28 % 27 % Customer B 14 % 10 % 12 % 10 % Customer C Less than 10 % 11 % Less than 10 % 11 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 (ASU 2014-09) Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
The Company and Summary of Si18
The Company and Summary of Significant Accounting Principles (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue | As of June 30, 2016 and December 31, 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows: Accounts Receivable June 30, 2016 December 31, Google 11 % 14 % For the three and six months ended June 30, 2016 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows: Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Google 14 % 30 % 15 % 33 % For the three and six months ended June 30, 2016 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences: Cost of Revenue Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Customer A 26 % 29 % 28 % 27 % Customer B 14 % 10 % 12 % 10 % Customer C Less than 10 % 11 % Less than 10 % 11 % |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Consideration | Consideration (in thousands): Cash consideration $ 2,500 Fair value of indemnification holdback 500 Fair value of post-closing working capital adjustment 67 Total consideration $ 3,067 |
Summary of Assets Acquired and Liabilities Assumed | Purchase price allocation (in thousands): Assets acquired: Accounts receivable $ 965 Property and equipment 96 Customer and publisher relationships 1,380 Technology 730 Goodwill 751 Total assets acquired 3,922 Liabilities assumed: Accounts payable and accrued expenses 855 Net assets acquired $ 3,067 |
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): Three months June 30, 2015 Six months Revenue $ 31,042 $ 64,413 Operating loss $ (1,636 ) (3,313 ) Net loss $ (2,093 ) $ (4,246 ) Net loss per share (basic and diluted): $ (0.07 ) $ (0.14 ) |
Goodwill and Other Intangible20
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Goodwill | The change in goodwill is as follows for the six months ended June 30, 2016 (in thousands): Six Months Ended Balance – beginning of period $ 15,187 Acquisition of Technorati 751 Effect of foreign currency translation 11 Balance – end of period $ 15,949 |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following (in thousands): June 30, December 31, Customer and publisher relationships $ 14,780 $ 13,400 Technology 2,330 1,600 Trademark 300 300 17,410 15,300 Less accumulated amortization (1,529 ) (502 ) Intangible assets, net $ 15,881 $ 14,798 |
Property and Equipment - Net (T
Property and Equipment - Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): June 30, December 31, Computer equipment (1) $ 22,999 $ 23,324 Computer software 16,304 12,748 Furniture and fixtures 1,959 1,945 Leasehold improvements 1,549 1,532 Work in process (primarily software development costs) 522 2,065 Other 205 252 43,538 41,866 Less accumulated depreciation (2) (29,542 ) (27,489 ) Property and equipment, net $ 13,996 $ 14,377 Notes: (1) Includes equipment and software held under capital leases of $4.9 million and $4.1 million as of June 30, 2016 and December 31, 2015, respectively. (2) Includes $2.6 million and $1.8 million of accumulated depreciation of equipment under capital leases as of June 30, 2016 and December 31, 2015, respectively. |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Accrued compensation $ 4,991 $ 6,112 Accrued content fees 2,354 1,964 Contingent consideration 1,600 — Accrued business acquisition consideration 567 — Other 2,503 1,689 Total $ 12,015 $ 9,765 |
Information About Segment and23
Information About Segment and Geographic Areas (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Long Lived Tangible Assets by Geographic Area | The following tables set forth revenue and long-lived tangible assets by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: United States $ 26,149 $ 24,537 $ 52,619 $ 51,067 International 4,327 179 8,117 379 Total revenue $ 30,476 $ 24,716 $ 60,736 $ 51,446 June 30, December 31, Long-lived tangible assets: United States $ 12,999 $ 12,909 Canada 688 726 Other international 309 742 Total long-lived tangible assets $ 13,996 $ 14,377 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contract Commitments | Contract commitments as of June 30, 2016 are summarized as follows (in thousands): Year ending December 31, 2016 (remaining six months) $ 2,100 2017 2,080 2018 720 Total $ 4,900 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Total Stock Based Compensation Expense | Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Technology and development $ 202 $ 253 $ 443 $ 470 Sales and marketing 208 244 431 485 General and administrative 277 303 550 586 Total stock-based compensation expense $ 687 $ 800 $ 1,424 $ 1,541 |
Summary of Stock Option Activity | Stock Option Activity – A summary of the stock option activity for the six months ended June 30, 2016 is presented below: Number of Weighted Weighted Aggregate Outstanding at January 1, 2016 8,695,918 $ 2.57 Granted 1,135,000 $ 1.94 Exercised (157,612 ) $ 2.21 Forfeited or expired (217,039 ) $ 2.01 Outstanding at June 30, 2016 9,456,267 $ 2.51 7.33 $ 7,715 Vested and expected to vest at June 30, 2016 8,998,282 $ 2.54 7.06 $ 7,216 Vested and exercisable at June 30, 2016 4,693,872 $ 3.00 5.48 $ 2,662 |
Summary of RSU Activity | A summary of RSU activity for the six months ended June 30, 2016 is presented below: Number of Weighted Unvested - January 1, 2016 437,595 $ 2.31 Shares granted 123,000 $ 3.64 Shares vested (109,031 ) $ 2.40 Forfeited or expired (15,712 ) $ 2.62 Unvested - June 30, 2016 435,852 $ 2.65 Expected to vest - June 30, 2016 402,732 $ 2.65 |
Net Income (Loss) Per Common 26
Net Income (Loss) Per Common Share Data (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
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 anti-dilutive for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Anti-dilutive equity awards: Stock options and Restricted Stock Units 9,892,119 8,278,318 9,892,119 8,278,318 Warrants 480,000 — 480,000 — |
The Company and Summary of Si27
The Company and Summary of Significant Accounting Principles - Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue (Detail) - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Revenue [Member] | Google [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | 30.00% | 15.00% | 33.00% | |
Accounts Receivable [Member] | Google [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.00% | 14.00% | |||
Cost of Revenue [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 26.00% | 29.00% | 28.00% | 27.00% | |
Cost of Revenue [Member] | Customer B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 14.00% | 10.00% | 12.00% | 10.00% | |
Cost of Revenue [Member] | Customer C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.00% | 11.00% | |||
Cost of Revenue [Member] | Maximum [Member] | Customer C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 10.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Feb. 19, 2016USD ($)Publishers | Aug. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($)Employees |
Business Acquisition [Line Items] | ||||
Business acquisition pro forma information description | The unaudited pro forma results include adjustments to reflect: (i) the carve-out of revenue and expenses relating to the portion of the Zimbra business not acquired; (ii) the elimination of depreciation and amortization from Zimbra’s historical financial statements and the inclusion of depreciation and amortization based on the fair values of acquired property, plant and equipment and intangible assets; (iii) the fair value of deferred revenue liabilities assumed; (iv) recognition of the post-acquisition share-based compensation expense related to stock options that were granted to Zimbra employees who accepted employment with Synacor; (v) the elimination of intercompany revenue and expenses between Zimbra and Synacor; and (iv) the elimination of acquisition-related expenses. | |||
Customer and Publisher Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets, useful life | 5 years | |||
Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite lived intangible assets, useful life | 5 years | |||
TZ Holdings, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 17,300 | |||
TZ Holdings, Inc [Member] | General and Administrative [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 100 | |||
Technorati [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition purchase price | $ 3,000 | |||
Acquisition completion date | Feb. 26, 2016 | |||
Number of employees employed by acquiree | Employees | 10 | |||
Cash consideration | $ 2,500 | $ 2,500 | ||
Cash withheld to secure indemnification obligations | 500 | 500 | ||
Post closing working capital adjustments | $ 100 | $ 100 | ||
Technorati [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of business new publishers | Publishers | 1,000 | |||
Zimbra [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition completion date | Sep. 14, 2015 | |||
Acquisition agreement date | Aug. 18, 2015 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration (Detail) - USD ($) $ in Thousands | Feb. 19, 2016 | Jun. 30, 2016 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Total consideration | $ 2,500 | |
Technorati [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash consideration | $ 2,500 | 2,500 |
Fair value of indemnification holdback | 500 | |
Fair value of post-closing working capital adjustment | 67 | |
Total consideration | $ 3,067 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
GOODWILL | $ 15,949 | $ 15,187 |
Technorati [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 965 | |
Property and equipment | 96 | |
Customer and publisher relationships | 1,380 | |
Technology | 730 | |
GOODWILL | 751 | |
Total assets acquired | 3,922 | |
Accounts payable and accrued expenses | 855 | |
Net assets acquired | $ 3,067 |
Acquisitions - Summary of Profo
Acquisitions - Summary of Proforma Consolidated Result of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||
Revenue | $ 31,042 | $ 64,413 |
Operating loss | (1,636) | (3,313) |
Net loss | $ (2,093) | $ (4,246) |
Net loss per share (basic and diluted): | $ (0.07) | $ (0.14) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - TZ Holdings, Inc [Member] - USD ($) | 1 Months Ended | 6 Months Ended |
Aug. 31, 2015 | Jun. 30, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash consideration | $ 17,300,000 | |
Maximum contingent cash consideration | 2,000,000 | $ 2,000,000 |
Contingent consideration at fair value | 1,600,000 | |
Change in fair value of contingent consideration | 0 | |
Business acquisition hold back, value | $ 800,000 | $ 800,000 |
Common Stock [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business acquisition equity Interest Issued, number of Shares | 2,400,000 | |
Business acquisition equity Interest Issued, value | $ 3,200,000 | |
Number of shares held back | 600,000 | 600,000 |
Warrants [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business acquisition equity Interest Issued, number of Shares | 480,000 | |
Number of shares held back | 120,000 | 120,000 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets - Schedule of Change in Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance - beginning of period | $ 15,187 |
Acquisition of Technorati | 751 |
Effect of foreign currency translation | 11 |
Balance - end of period | $ 15,949 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets - Schedule of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | $ 17,410 | $ 15,300 |
Less accumulated amortization | (1,529) | (502) |
Intangible assets, net | 15,881 | 14,798 |
Customer and Publisher Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 14,780 | 13,400 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 2,330 | 1,600 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | $ 300 | $ 300 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Intangible Liability Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.6 | $ 0 | $ 1 | $ 0 |
Property and Equipment-Net - Sc
Property and Equipment-Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 43,538 | $ 41,866 |
Less accumulated depreciation | (29,542) | (27,489) |
Property and equipment, net | 13,996 | 14,377 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 16,304 | 12,748 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 22,999 | 23,324 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,959 | 1,945 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,549 | 1,532 |
Work in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 522 | 2,065 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 205 | $ 252 |
Property and Equipment-Net - 37
Property and Equipment-Net - Schedule of Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 43,538 | $ 41,866 |
Accumulated depreciation of equipment under capital leases | 29,542 | 27,489 |
Capital Lease Obligations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation of equipment under capital leases | 2,600 | 1,800 |
Computer Equipment and Software [Member] | Capital Lease Obligations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 4,900 | $ 4,100 |
Property and Equipment-Net - Ad
Property and Equipment-Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.7 | $ 1.7 | $ 3.3 | $ 3.2 |
Accrued Expenses and Other Cu39
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 4,991 | $ 6,112 |
Accrued content fees | 2,354 | 1,964 |
Contingent consideration | 1,600 | |
Accrued business acquisition consideration | 567 | |
Other | 2,503 | 1,689 |
Total | $ 12,015 | $ 9,765 |
Information About Segment and40
Information About Segment and Geographic Areas - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016SegmentManagers | |
Revenues From External Customers And Long Lived Assets [Abstract] | |
Number of reportable segments | 1 |
Number of operating units | 1 |
Number of segment managers accountable for operations below the Company level | Managers | 0 |
Information About Segment and41
Information About Segment and Geographic Areas - Schedule of Revenue and Long Lived Tangible Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
REVENUE | $ 30,476 | $ 24,716 | $ 60,736 | $ 51,446 | |
Long-lived tangible assets | 13,996 | 13,996 | $ 14,377 | ||
United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
REVENUE | 26,149 | 24,537 | 52,619 | 51,067 | |
Long-lived tangible assets | 12,999 | 12,999 | 12,909 | ||
Canada [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived tangible assets | 688 | 688 | 726 | ||
Other International [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived tangible assets | 309 | 309 | $ 742 | ||
International [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
REVENUE | $ 4,327 | $ 179 | $ 8,117 | $ 379 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contract Commitments (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2016 (remaining six months) | $ 2,100 |
2,017 | 2,080 |
2,018 | 720 |
Total | $ 4,900 |
Commitments and Contingencies43
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Feb. 19, 2016 | Aug. 31, 2015 | Jun. 30, 2016 |
TZ Holdings, Inc [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Maximum contingent cash consideration | $ 2,000,000 | $ 2,000,000 | |
Contingent consideration at fair value | 1,600,000 | ||
Business acquisition holdback, value | $ 800,000 | $ 800,000 | |
TZ Holdings, Inc [Member] | Common Stock [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Number of shares held back | 600,000 | 600,000 | |
TZ Holdings, Inc [Member] | Warrants [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Number of shares held back | 120,000 | 120,000 | |
Technorati [Member] | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Cash withheld to secure indemnification obligations | $ 500,000 | $ 500,000 | |
Business acquisition post-closing working capital adjustments | $ 100,000 | $ 100,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Total Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 687 | $ 800 | $ 1,424 | $ 1,541 |
Technology and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 202 | 253 | 443 | 470 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 208 | 244 | 431 | 485 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 277 | $ 303 | $ 550 | $ 586 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Outstanding number of stock options beginning balance | shares | 8,695,918 |
Number of shares granted | shares | 1,135,000 |
Number of shares exercised | shares | (157,612) |
Number of shares forfeited or expired | shares | (217,039) |
Outstanding number of shares ending balance | shares | 9,456,267 |
Outstanding number of shares vested and expected to vest | shares | 8,998,282 |
Outstanding number of shares vested and exercisable | shares | 4,693,872 |
Outstanding, weighted average exercise price, beginning balance | $ / shares | $ 2.57 |
Weighted average exercise price, granted | $ / shares | 1.94 |
Weighted average exercise price, exercised | $ / shares | 2.21 |
Weighted average exercise price, forfeited or expired | $ / shares | 2.01 |
Outstanding, weighted average exercise price, ending balance | $ / shares | 2.51 |
Vested and expected to vest, weighted average exercise price, ending balance | $ / shares | 2.54 |
Vested and exercisable, weighted average exercise price, ending balance | $ / shares | $ 3 |
Weighted average remaining contractual term (in years), outstanding | 7 years 3 months 29 days |
Weighted average remaining contractual term (in years),vested and expected to vest | 7 years 22 days |
Weighted average remaining contractual term (in years), vested and exercisable | 5 years 5 months 23 days |
Aggregate intrinsic value, outstanding | $ | $ 7,715 |
Aggregate intrinsic value,vested and expected to vest | $ | 7,216 |
Aggregate intrinsic value, vested and exercisable | $ | $ 2,662 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Closing stock price as reported on the NASDAQ | $ / shares | $ 3.08 |
Weighted average fair value of options issued | $ / shares | $ 0.90 |
Total intrinsic value of options exercised | $ 0.1 |
Unrecognized compensation cost related to non-vested options granted | $ 4.8 |
Expected weighted average period to recognize total unrecognized compensation cost | 2 years 7 months 6 days |
Total fair value of shares vested | $ 1.1 |
Stock-based Compensation - Su47
Stock-based Compensation - Summary of RSU Activity (Detail) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested-Beginning Balance | shares | 437,595 |
Shares granted | shares | 123,000 |
Shares vested | shares | (109,031) |
Forfeited or expired | shares | (15,712) |
Unvested-Ending Balance | shares | 435,852 |
Expected to vest - June 30, 2016 | shares | 402,732 |
Unvested-Beginning Balance | $ / shares | $ 2.31 |
Shares granted | $ / shares | 3.64 |
Shares vested | $ / shares | 2.40 |
Forfeited or expired | $ / shares | 2.62 |
Unvested-Ending Balance | $ / shares | 2.65 |
Expected to vest - June 30, 2016 | $ / shares | $ 2.65 |
Net Income (Loss) Per Common 48
Net Income (Loss) Per Common Share Data - Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Options and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards | 9,892,119 | 8,278,318 | 9,892,119 | 8,278,318 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive equity awards | 480,000 | 480,000 |