Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 25, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Synacor, Inc. | ' | ' |
Entity Central Index Key | '0001408278 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 27,468,539 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $67,388,104 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $36,397 | $41,944 |
Accounts receivable—net of allowance of $25 and $76 | 14,569 | 15,624 |
Deferred income taxes | 314 | 1,999 |
Prepaid expenses and other current assets | 1,691 | 1,831 |
Total current assets | 52,971 | 61,398 |
PROPERTY AND EQUIPMENT—Net | 14,085 | 11,043 |
DEFERRED INCOME TAXES, NON-CURRENT | 4,455 | 2,527 |
OTHER LONG-TERM ASSETS | 348 | 543 |
GOODWILL | 1,565 | 819 |
CONVERTIBLE PROMISSORY NOTE | 1,000 | 0 |
INVESTMENT IN EQUITY INTEREST | 365 | 0 |
TOTAL ASSETS | 74,789 | 76,330 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 13,573 | 14,204 |
Accrued expenses and other current liabilities | 5,177 | 7,328 |
Current portion of capital lease obligations | 1,946 | 2,127 |
Total current liabilities | 20,696 | 23,659 |
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS | 885 | 1,712 |
OTHER LONG-TERM LIABILITIES | 977 | 148 |
Total liabilities | 22,558 | 25,519 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ' | ' |
STOCKHOLDERS’ EQUITY: | ' | ' |
Common stock, $0.01 par value—100,000,000 authorized, 27,517,665 issued and 27,198,165 shares outstanding at December 31, 2012 and 27,684,598 issued and 27,365,098 shares outstanding at December 31, 2013 | 277 | 275 |
Preferred stock, $0.01 par value—10,000,000 shares authorized, no shares issued and outstanding at December 31, 2012 and 2013 | 0 | 0 |
Treasury stock—at cost, 319,500 shares at December 31, 2012 and 2013 | -569 | -569 |
Additional paid-in capital | 102,226 | 99,449 |
Accumulated deficit | -49,705 | -48,338 |
Accumulated other comprehensive income (loss) | 2 | -6 |
Total stockholders’ equity | 52,231 | 50,811 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $74,789 | $76,330 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $76 | $25 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,684,598 | 27,517,665 |
Common stock, shares outstanding | 27,365,098 | 27,198,165 |
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 |
Treasury stock, shares | 319,500 | 319,500 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Income Statement [Abstract] | ' | ' | ' | |||
REVENUE | $111,807 | $121,981 | $91,060 | |||
COSTS AND OPERATING EXPENSES: | ' | ' | ' | |||
Cost of revenue (exclusive of depreciation shown separately below) | 59,622 | 66,620 | 48,661 | |||
Research and development (exclusive of depreciation shown separately below) | 28,458 | 25,603 | 20,228 | |||
Sales and marketing | 8,124 | 9,120 | 8,582 | |||
General and administrative (exclusive of depreciation shown separately below) | 11,663 | 11,011 | 6,879 | |||
Depreciation | 4,650 | 3,779 | 2,667 | |||
Total costs and operating expenses | 112,517 | 116,133 | 87,017 | |||
INCOME (LOSS) FROM OPERATIONS | -710 | 5,848 | 4,043 | |||
OTHER (EXPENSE) INCOME | -37 | 1 | -17 | |||
INTEREST EXPENSE | -193 | -270 | -109 | |||
INCOME (LOSS) BEFORE INCOME TAXES | -940 | 5,579 | 3,917 | |||
(BENEFIT) PROVISION FOR INCOME TAXES | -134 | 1,764 | -6,015 | |||
LOSS IN EQUITY INTEREST | -561 | 0 | 0 | |||
NET INCOME (LOSS) | -1,367 | 3,815 | 9,932 | |||
UNDISTRIBUTED EARNINGS ALLOCATED TO PREFERRED STOCKHOLDERS | 0 | 0 | 8,583 | |||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($1,367) | $3,815 | $1,349 | |||
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' | ' | |||
Basic (in dollars per share) | ($0.05) | $0.16 | $0.59 | |||
Diluted (in dollars per share) | ($0.05) | $0.14 | $0.45 | |||
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' | ' | |||
Basic (in shares) | 27,306,882 | 24,411,194 | 2,303,443 | |||
Diluted (in shares) | 27,306,882 | [1] | 28,097,313 | [1] | 21,974,403 | [1] |
[1] | Stock options and RSUs are not included in the calculation of diluted net loss per share for the year ended December 31, 2013 because the Company had a net loss for that year. Accordingly, the inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net income (loss) | ($1,367) | $3,815 | $9,932 |
Other comprehensive income: | ' | ' | ' |
Change in foreign currency translation adjustment | 8 | -6 | 0 |
Comprehensive income (loss) | ($1,359) | $3,809 | $9,932 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
In Thousands, except Share data, unless otherwise specified | Series A Preferred Stock [Member] | Series A-1 Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||||
Beginning balance at Dec. 31, 2010 | $10,156 | $19 | ($569) | $5,077 | $730 | $5,401 | $17,224 | $44,359 | ($62,085) | $0 |
Beginning balance, treasury stock, shares at Dec. 31, 2010 | ' | ' | -319,500 | ' | ' | ' | ' | ' | ' | ' |
Beginning balance, shares at Dec. 31, 2010 | ' | 1,904,153 | ' | 5,548,508 | 570,344 | 2,737,500 | 2,740,407 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon initial public offering, net of offering costs | 372 | 12 | ' | ' | ' | ' | ' | 360 | ' | ' |
Exercise of common stock options, shares | ' | 1,148,703 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock upon initial public offering | 920 | ' | ' | ' | ' | ' | ' | 920 | ' | ' |
Net income (loss) | 9,932 | ' | ' | ' | ' | ' | ' | ' | 9,932 | ' |
Ending balance at Dec. 31, 2011 | 21,380 | 31 | -569 | 5,077 | 730 | 5,401 | 17,224 | 45,639 | -52,153 | 0 |
Ending balance, treasury stock, shares at Dec. 31, 2011 | ' | ' | -319,500 | ' | ' | ' | ' | ' | ' | ' |
Ending balance, shares at Dec. 31, 2011 | ' | 3,052,856 | ' | 5,548,508 | 570,344 | 2,737,500 | 2,740,407 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon initial public offering, net of offering costs | 22,347 | 54 | ' | ' | ' | ' | ' | 22,293 | ' | ' |
Issuance of common stock upon initial public offering, net of offering costs, shares | ' | 5,454,545 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock upon initial public offering | 0 | 174 | ' | -5,077 | -730 | -5,401 | -17,224 | 28,258 | ' | ' |
Conversion of preferred stock to common stock upon initial public offering, shares | ' | 17,395,136 | ' | -5,548,508 | -570,344 | -2,737,500 | -2,740,407 | ' | ' | ' |
Issuance of common stock upon initial public offering, net of offering costs | 1,212 | 16 | ' | ' | ' | ' | ' | 1,196 | ' | ' |
Exercise of common stock options, shares | ' | 1,615,128 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock upon initial public offering | 2,063 | ' | ' | ' | ' | ' | ' | 2,063 | ' | ' |
Net income (loss) | 3,815 | ' | ' | ' | ' | ' | ' | ' | 3,815 | ' |
Other comprehensive income | -6 | ' | ' | ' | ' | ' | ' | ' | ' | -6 |
Ending balance at Dec. 31, 2012 | 50,811 | 275 | -569 | 0 | 0 | 0 | 0 | 99,449 | -48,338 | -6 |
Ending balance, treasury stock, shares at Dec. 31, 2012 | -319,500 | ' | -319,500 | ' | ' | ' | ' | ' | ' | ' |
Ending balance, shares at Dec. 31, 2012 | ' | 27,517,665 | ' | 0 | 0 | 0 | 0 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon initial public offering, net of offering costs | 195 | 2 | ' | ' | ' | ' | ' | 193 | ' | ' |
Exercise of common stock options, shares | 166,933 | 166,933 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock upon initial public offering | 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) | $0 | $0 | $0 | $0 | $102,226 | ($49,705) | $2 |
Ending balance, treasury stock, shares at Dec. 31, 2013 | -319,500 | ' | -319,500 | ' | ' | ' | ' | ' | ' | ' |
Ending balance, shares at Dec. 31, 2013 | ' | 27,684,598 | ' | 0 | 0 | 0 | 0 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net income (loss) | ($1,367) | $3,815 | $9,932 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ' |
Depreciation | 4,650 | 3,779 | 2,667 |
Stock-based compensation expense | 2,561 | 1,999 | 920 |
Loss on disposal of property and equipment | 0 | 35 | 11 |
Deferred income taxes | -243 | 1,557 | -6,083 |
Loss in equity interest | 561 | 0 | 0 |
Change in assets and liabilities: | ' | ' | ' |
Accounts receivable, net | 1,055 | -1,288 | -4,682 |
Prepaid expenses and other current assets | 189 | 253 | -45 |
Other long-term assets | 220 | 380 | 164 |
Accounts payable | -527 | 2,335 | 4,120 |
Accrued expenses and other current liabilities | -2,205 | 1,715 | 1,709 |
Other long-term liabilities | 334 | 77 | -35 |
Net cash provided by operating activities | 5,228 | 14,657 | 8,678 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchases of property and equipment | -5,920 | -4,269 | -1,848 |
Investment of equity interest | -926 | 0 | 0 |
Cash paid for business acquisition | -1,011 | -600 | 0 |
Purchase of convertible promissory note | -1,000 | 0 | 0 |
Net cash used in investing activities | -8,857 | -4,869 | -1,848 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from sale/leaseback | 0 | 0 | 794 |
Repayment on bank financing | 0 | -250 | -500 |
Repayments on capital lease obligations | -2,121 | -2,336 | -1,719 |
Proceeds from exercise of common stock options | 195 | 1,212 | 372 |
Proceeds from initial public offering | 0 | 25,364 | 0 |
Initial public offering costs | 0 | -2,753 | -264 |
Net cash (used in) provided by financing activities | -1,926 | 21,237 | -1,317 |
Effect of exchange rate changes on cash and cash equivalents | 8 | -6 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -5,547 | 31,019 | 5,513 |
CASH AND CASH EQUIVALENTS—Beginning of year | 41,944 | 10,925 | 5,412 |
CASH AND CASH EQUIVALENTS—End of year | 36,397 | 41,944 | 10,925 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' | ' |
Cash paid for interest | 165 | 259 | 110 |
Cash paid for income taxes | 140 | 134 | 82 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ' | ' | ' |
Property and equipment acquired under capital lease obligations and bank financing | 1,039 | 2,484 | 2,185 |
Accrual for business acquisition | 495 | 500 | 0 |
Accrued property and equipment expenditures | 719 | 269 | 235 |
Accrued initial public offering costs | $0 | $0 | $1,042 |
The_Company_and_Summary_of_Sig
The Company and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||
The Company and Summary of Significant Accounting Policies | ' | ||||||||||||||
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||
Synacor, Inc., together with its consolidated subsidiary (collectively, the “Company”), is a leading provider of start experiences (startpages and homescreens), TV Everywhere, Identity Management and various cloud-based services across multiple devices for cable, satellite, telecom and consumer electronics companies. The Company is also a leading provider of authentication and aggregation solutions enabling the delivery of personalized, online content. The Company's technology allows its customers to package a wide array of personalized, online content and cloud-based services with their high-speed Internet, communications, television and other digital offerings. The Company's customers offer the Company's services under their own brands on Internet-enabled devices such as PCs, tablets, smartphones and connected TVs. | |||||||||||||||
Initial Public Offering— In February 2012, the Company completed its initial public offering whereby 6,818,170 shares of common stock were sold to the public at a price of $5.00 per share. The Company sold 5,454,545 common shares and selling stockholders sold 1,363,625 common shares. The Company received aggregate proceeds of $25,364 from the initial public offering, net of underwriters’ discounts and commissions but before deducting offering expenses of approximately $3,016. | |||||||||||||||
In connection with the initial public offering in February 2012, the Board of Directors of the Company approved a 1-for-2 reverse stock split of the Company’s common stock. All common shares, stock options, and per share information presented in these financial statements reflect the reverse stock split on a retroactive basis for all periods presented. There was no change in the par value of the Company’s common stock. The ratio by which shares of preferred stock were convertible into shares of common stock was adjusted to reflect the effects of the reverse stock split. In addition, in accordance with their rights and consistent with the conversion rates discussed in Note 8, Equity, all shares of the Company’s outstanding preferred stock were converted into common stock upon the closing of the initial public offering. | |||||||||||||||
Basis of Presentation—The consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiary, Synacor Canada, Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||
Accounts Receivable—The Company records accounts receivable at the invoiced amount and does not charge interest on past due invoices. An allowance for doubtful accounts is maintained to reserve for potentially uncollectible accounts receivable. The Company reviews its accounts receivable from customers which are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. | |||||||||||||||
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 | ||||||||||||||
Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. | |||||||||||||||
Long-Lived Assets—The Company reviews the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. For purposes of evaluating and measuring impairment, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There has been no material adjustments to long-lived assets in any of the years presented. | |||||||||||||||
Revenue Recognition—The Company derives revenue from two categories: revenue generated from search and display advertising activities and subscriber-based revenue, each of which is described below. Search and display advertising is recorded on a gross basis, which includes the net amount received from Google under the Company’s agreement with Google. The following table shows the revenue in each category for the years ended December 31, 2011, 2012 and 2013 (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||
Search and display advertising | $ | 72,084 | $ | 101,559 | $ | 90,447 | |||||||||
Subscriber-based | 18,976 | 20,422 | 21,360 | ||||||||||||
Total revenue | $ | 91,060 | $ | 121,981 | $ | 111,807 | |||||||||
The Company uses Internet search and display advertising to generate revenue from the traffic on its start experiences. | |||||||||||||||
• | 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 start experiences. 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 in turn is shared with the applicable customer. The net payment received from Google is recognized as revenue. | ||||||||||||||
• | Display advertising revenue is generated when consumers view or click on a text, graphic, or video advertisement that was delivered on one of the Company's start experiences. Advertising inventory is filled with advertisements sourced by the Company’s direct sales force, independent advertising sales representatives, and also advertising network partners. Display advertising revenue is calculated on a cost per impression basis, which means the advertiser pays based on the number of times its advertisements appear, or a cost per action basis, which means that an advertiser pays when a consumer performs an action after engaging one of its advertisements, or on a fixed fee basis. Historically, only a small percentage of display advertising has been calculated on a cost per action basis or fixed fee basis. | ||||||||||||||
Subscriber-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, e-mail, TV Everywhere, security, games and other value added services and paid content. Monthly subscriber levels typically form the basis for calculating and generating subscriber-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 service is delivered. | |||||||||||||||
Search and display advertising and subscriber-based revenue are recognized when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. | |||||||||||||||
The Company evaluates its relationship between search and display advertising partners and customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Principal Agent Considerations. The Company has determined that the revenue derived from traffic supplied by its customers is reported on a gross basis because Synacor is the primary obligor (the Company is responsible to its customers for fulfilling search and display advertising services and value added and other services), is involved in the service specifications, performs part of the service, has discretion in supplier selection, has latitude in establishing price and bears credit risk. | |||||||||||||||
Cost of Revenue—Cost of revenue consists of revenue sharing, content acquisition costs and co-location facility costs. Revenue sharing consists of amounts accrued and paid to customers for the traffic on their start experience resulting in the generation of search and display advertising revenue. The revenue-sharing agreements with customers are primarily variable payments based on a percentage of the search and display advertising 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. | |||||||||||||||
Concentrations of Risk—As of December 31, 2012 and 2013, and for the years ended December 31, 2011, 2012, and 2013 the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows: | |||||||||||||||
Accounts Receivable | Revenue | ||||||||||||||
2012 | 2013 | 2011 | 2012 | 2013 | |||||||||||
40 | % | 47 | % | 57 | % | 56 | % | 51 | % | ||||||
Display Advertising Partner (1) | N/A | 11 | N/A | N/A | N/A | ||||||||||
Note: | |||||||||||||||
-1 | As of December 31, 2012, the accounts receivable of the Display Advertising Partner was less than 10%. For the years ended December 31, 2011, 2012, and 2013 the revenue earned directly from the Display Advertising Partner was less than 10% . | ||||||||||||||
For the years ended December 31, 2011, 2012, and 2013, 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 | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||
Customer A | 14 | % | 20 | % | 22 | % | |||||||||
Customer B | 18 | 13 | 13 | ||||||||||||
Customer C | 11 | 17 | 12 | ||||||||||||
Customer D (1) | N/A | 12 | 11 | ||||||||||||
Note: | |||||||||||||||
-1 | For the year ended December 31, 2011, the revenue share payments received by Customer D were 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 $250. 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. | |||||||||||||||
Research and Development—Research and development expenses consist primarily of compensation related expenses incurred for the development of, enhancements to, and maintenance and operation of the Company’s technology and related infrastructures. | |||||||||||||||
Internal Software Development Costs—Costs incurred during the preliminary project stage for software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. In 2011 the Company did not incur significant external or internal costs related to the application development stage. In 2012 and 2013, the Company incurred $778 and $2,987 of combined internal and external costs related to the application development stage. Internal and external training and maintenance costs are expensed as incurred. | |||||||||||||||
Sales and Marketing—Sales and marketing expenses consist primarily of compensation related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising cost is expensed as incurred. | |||||||||||||||
General and Administrative—General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, and other administrative functions. | |||||||||||||||
Earnings (Loss) Per Share—Basic earnings (loss) per share, or EPS, is calculated in accordance with FASB ASC Topic 260, Earnings per Share, and is calculated using the weighted average number of common shares outstanding during each period. Contingently issuable or repurchasable shares are not used in the calculation of basic earnings (loss) per share until the contingency is resolved. | |||||||||||||||
Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. For purposes of this calculation, convertible preferred stock and options are considered to be potential common shares and are only included in the calculation of diluted earnings (loss) per share when their effect is dilutive. | |||||||||||||||
The shares used to compute basic and diluted net income (loss) per share represent the weighted-average common shares outstanding. The Company's preferred stockholders had the right to participate with common stockholders in dividends and unallocated income. Net losses were not allocated to the preferred stockholders. Therefore, when applicable. basic and diluted EPS were computed using the two-class method, under which the Company's undistributed earnings are allocated amongst the common and preferred stockholders. | |||||||||||||||
Stock-Based Compensation—The Company records compensation costs related to stock-based awards in accordance with FASB ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, the Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. Compensation cost is recognized ratably over the requisite service period of the award. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates prevesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest. See Note 10, Stock-based Compensation, for additional information on stock-based compensation. | |||||||||||||||
Income Taxes—Deferred income tax assets and liabilities are determined based on temporary differences between the financial statement and income tax bases of assets and liabilities and net operating loss ("NOL") and credit carryforwards using enacted income tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to the extent necessary to reduce deferred income tax assets to amounts that more likely than not will be realized. | |||||||||||||||
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, 2013, there was no accrued interest or penalties related to uncertain tax positions. | |||||||||||||||
Accounting Estimates—The preparation of financial statements in conformity with GAAP in the U.S. 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. | |||||||||||||||
Fair Value of Financial Instruments—The carrying amounts of the Company’s capital leases and bank financing approximate fair value of these obligations based upon management’s best estimates of interest rates that would be available for similar debt obligations at December 31, 2012 and 2013. | |||||||||||||||
Investments and Fair Value Measurements—In July 2013, the Company made a $1,000 investment (in the form of a convertible promissory note) in a privately held Delaware corporation called Blazer and Flip Flops, Inc., or B&FF (doing business as The Experience Engine). B&FF is a professional services company whose principals have experience integrating its customers’ systems with their customers’ devices, including smartphones and tablets. | |||||||||||||||
The investment in B&FF is considered an available-for-sale security and is reported on the Company’s consolidated balance sheet as a convertible promissory note. | |||||||||||||||
The provisions of ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring the fair value in accounting principles generally accepted in the U.S. and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows: | |||||||||||||||
Level 1—Level 1 inputs are defined as observable inputs such as quoted prices in active markets. | |||||||||||||||
Level 2—Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||||
Level 3—Level 3 inputs are unobservable inputs that reflect the Company’s determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company’s own data. | |||||||||||||||
The Company classifies its investment in B&FF within Level 3 because it is valued using unobservable inputs and at December 31, 2013 the estimated fair value is equal to the purchase price of $1,000. | |||||||||||||||
Acquisitions—In January 2012, the Company acquired the assets of Carbyn, Inc., or Carbyn, an Ontario, Canada-based company. The assets acquired are principally comprised of mobile device software and technology and other intellectual property, which the Company expects to enhance its efforts in the development of next generation web applications for mobile devices. The aggregate purchase price was $1,100 for the acquired assets, of which $600 was paid upon consummation of the acquisition and the remaining $500 was paid in April 2013. In addition, the Company hired seven employees from Carbyn who accepted employment with Synacor Canada, Inc., a wholly-owned subsidiary of the Company. The acquisition and its impact on the balance sheet and results of operations are not material. The purchase price was allocated to the assets acquired based on their respective fair values as of the acquisition date, with the amount exceeding the fair value recorded as goodwill of $819, which is expected to be deductible for tax purposes. | |||||||||||||||
In November 2013, the Company acquired the assets of Teknision, Inc., or Teknision, an Ontario, Canada-based company. Teknision has created a development framework that accelerates the production of home screen and other Android applications. The Company expects to leverage the framework to enable a range of customer applications for Android devices. The Company also expects to enhance its presence in mobile and provide a platform for custom Android launchers and intelligent home screens for wireless carriers and consumer electronics companies. The aggregate purchase price is up to $1,005 for the acquired assets, of which $510 was paid upon consummation of the acquisition and the remaining $495 is due in May 2015 unless such amount is offset in satisfaction of certain indemnification obligations of Teknision. In addition, the Company hired eleven employees from Teknision who accepted employment with Synacor Canada, Inc. The acquisition and its impact on the consolidated financial statements are not material. The purchase price was allocated to the assets acquired based on their respective fair values as of the acquisition date, with the amount exceeding the fair value recorded as goodwill of $746, which is expected to be deductible for tax purposes. | |||||||||||||||
Subsequent Events—The Company reviewed and evaluated subsequent events through the issuance of the date of the Company's consolidated financial statements. |
Property_and_Equipment_Net
Property and Equipment - Net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment - Net | ' | |||||||
PROPERTY AND EQUIPMENT—NET | ||||||||
As of December 31, property and equipment, net consisted of the following (in thousands): | ||||||||
2012 | 2013 | |||||||
Computer equipment (1) | $ | 17,630 | $ | 19,361 | ||||
Computer software | 3,715 | 4,625 | ||||||
Furniture and fixtures | 1,050 | 1,634 | ||||||
Leasehold improvements | 732 | 1,044 | ||||||
Work in process (primarily software development costs) | 226 | 3,893 | ||||||
Other | 173 | 173 | ||||||
23,526 | 30,730 | |||||||
Less accumulated depreciation (2) | (12,483 | ) | (16,645 | ) | ||||
Total property and equipment—net | $ | 11,043 | $ | 14,085 | ||||
Notes: | ||||||||
-1 | Includes equipment under capital lease obligations of approximately $5,882 and $5,289 as of December 31, 2012 and 2013, respectively. | |||||||
-2 | Includes $1,834 and $2,053 of accumulated depreciation of equipment under capital leases as of December 31, 2012 and 2013, respectively. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||||||||
As of December 31, accrued expenses and other current liabilities consisted of the following (in thousands): | ||||||||
2012 | 2013 | |||||||
Accrued compensation | $ | 4,265 | $ | 2,787 | ||||
Accrued content fees | 555 | 580 | ||||||
Accrued business acquisition consideration | 500 | — | ||||||
Unearned revenue on contracts | 297 | 247 | ||||||
Other | 1,711 | 1,563 | ||||||
Total | $ | 7,328 | $ | 5,177 | ||||
Bank_Financing
Bank Financing | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Bank Financing | ' |
BANK FINANCING | |
In September 2013, the Company entered into a new Loan and Security Agreement, or Loan Agreement, with Silicon Valley Bank, or Lender. The Loan Agreement provides for a $10.0 million secured revolving line of credit with a stated maturity of September 27, 2015. The credit facility is available for cash borrowings, subject to a formula based upon eligible accounts receivable. As of December 31, 2013, due to the operation of the borrowing formula, $7.5 million was available under the revolving credit line, with no outstanding borrowings. | |
Borrowings under the Loan Agreement bear interest, at the Company’s election, at an annual rate of either 0.50% above the “prime rate” as published in The Wall Street Journal or LIBOR for the relevant period plus 3.00%. 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 paid a commitment fee of $50 upon the closing of the facility, and must pay quarterly, in arrears, an unused facility fee of 0.50% per annum of the average unused portion of the facility (as determined by the Lender). Additionally, if the Company terminates the facility prior to the first anniversary of the closing date, the Company must pay the Lender a termination fee of $100 unless the facility is replaced with a new facility from the Lender. | |
The Company’s obligations to the Lender 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, the Lender 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, 2013, the Company was in compliance with the covenants. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||
INCOME TAXES | |||||||||||||||||||||
Income (loss) from continuing operations before income taxes included income from domestic operations of $3,917, $5,494, and $(1,120) for the years ended December 31, 2011, 2012, and 2013, and income from foreign operations of $0, $85, and $180 for the years ended December 31, 2011, 2012, and 2013. | |||||||||||||||||||||
The (benefit) provision for income taxes for the years ended December 31, 2011, 2012, and 2013, comprised the following (in thousands): | |||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||
Current: | |||||||||||||||||||||
United States Federal | $ | 47 | $ | 151 | $ | 16 | |||||||||||||||
State | 7 | 20 | 22 | ||||||||||||||||||
Foreign | 14 | 36 | 71 | ||||||||||||||||||
Total current provision for income taxes | 68 | 207 | 109 | ||||||||||||||||||
Deferred: | |||||||||||||||||||||
United States Federal | 1,954 | 1,022 | (119 | ) | |||||||||||||||||
State | 373 | 535 | (97 | ) | |||||||||||||||||
Foreign | 40 | — | (27 | ) | |||||||||||||||||
Total deferred provision (benefit) for income taxes | 2,367 | 1,557 | (243 | ) | |||||||||||||||||
Less decrease in valuation allowance | (8,450 | ) | — | — | |||||||||||||||||
Net deferred (benefit) provision for income taxes | (6,083 | ) | 1,557 | (243 | ) | ||||||||||||||||
Total (benefit) provision for income taxes | $ | (6,015 | ) | $ | 1,764 | $ | (134 | ) | |||||||||||||
The income tax effects of significant temporary differences and carryforwards that give rise to deferred income tax assets and liabilities as of December 31, 2012 and 2013 are as follows (in thousands): | |||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||
Deferred income tax assets: | |||||||||||||||||||||
Stock and other compensation expense | $ | 835 | $ | 1,516 | |||||||||||||||||
Net operating losses | 2,763 | 2,255 | |||||||||||||||||||
Research and development credits | 1,676 | 1,676 | |||||||||||||||||||
Other federal and state carryforwards | 375 | 414 | |||||||||||||||||||
Other | 71 | 15 | |||||||||||||||||||
Gross deferred tax assets | 5,720 | 5,876 | |||||||||||||||||||
Deferred income tax liabilities: | |||||||||||||||||||||
Fixed assets | (566 | ) | (469 | ) | |||||||||||||||||
Other | (1 | ) | (11 | ) | |||||||||||||||||
Gross deferred tax liabilities | (567 | ) | (480 | ) | |||||||||||||||||
Subtotal | 5,153 | 5,396 | |||||||||||||||||||
Less unrecognized tax benefit liability related to deferred items | (627 | ) | (627 | ) | |||||||||||||||||
Net deferred tax assets | $ | 4,526 | $ | 4,769 | |||||||||||||||||
Recorded as: | |||||||||||||||||||||
Current deferred tax assets | $ | 1,999 | $ | 314 | |||||||||||||||||
Non-current deferred tax assets | 2,527 | 4,455 | |||||||||||||||||||
Net deferred tax assets | $ | 4,526 | $ | 4,769 | |||||||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||
Balance—beginning of year | $ | 244 | $ | 26 | $ | 627 | |||||||||||||||
Additions for tax positions of prior years | — | 601 | — | ||||||||||||||||||
Reductions for tax positions of prior years | (218 | ) | — | — | |||||||||||||||||
Balance—end of year | $ | 26 | $ | 627 | $ | 627 | |||||||||||||||
The tax position at the end of 2011 was primarily related to changes in tax depreciation methods related to fixed assets placed in service in prior years. The tax positions at the end of 2012 and 2013 were primarily related to research and development carryforwards. | |||||||||||||||||||||
If the $627 of unrecognized tax benefits as of December 31, 2013 were recognized, approximately $614 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 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, 2012 and 2013, penalties and interest were immaterial. | |||||||||||||||||||||
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 2003 to 2012 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. | |||||||||||||||||||||
The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries, as such earnings are to be reinvested offshore indefinitely. The income tax liability would be insignificant if these earnings were to be repatriated. | |||||||||||||||||||||
Income tax (benefit) expense for the years ended December 2011, 2012, and 2013, differs from the expected income tax (benefit) expense calculated using the statutory U.S. Federal income tax rate as follows (dollars in thousands): | |||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||
Federal income tax (benefit) expense at statutory rate | $ | 1,332 | 34 | % | $ | 1,895 | 34 | % | $ | (320 | ) | (34 | )% | ||||||||
State and local taxes—net of federal benefit | 251 | 6 | 310 | 6 | (75 | ) | (8 | ) | |||||||||||||
Foreign taxes | 54 | 1 | 14 | — | (3 | ) | — | ||||||||||||||
Expiration of or changes to federal and state NOLs | (42 | ) | (1 | ) | 446 | 8 | — | — | |||||||||||||
Federal research and development credit | — | — | (1,676 | ) | (30 | ) | — | — | |||||||||||||
Valuation allowance | (7,959 | ) | (203 | ) | — | — | — | — | |||||||||||||
Permanent differences | 349 | 9 | 291 | 5 | 264 | 28 | |||||||||||||||
Uncertain tax position current activity | — | — | 586 | 11 | — | — | |||||||||||||||
Other | — | — | (102 | ) | (2 | ) | — | — | |||||||||||||
Total | $ | (6,015 | ) | (154 | )% | $ | 1,764 | 32 | % | $ | (134 | ) | (14 | )% | |||||||
The Company had federal and state NOL carryforwards of approximately $5,800 and $5,200, respectively, at December 31, 2013. In addition, the Company has approximately $1,900 of NOL carryforwards created by windfall tax benefits relating to stock compensation for which no deferred tax assets have been recorded in accordance with the rules under FASB Statement 123(R). The NOLs will begin to expire in 2027. The Company has weighed the positive and negative evidence and determined that it will more likely than not be able to generate sufficient taxable income in the future to be able to utilize the entire NOL in future periods, and therefore, a valuation allowance is not recorded against the net deferred tax assets as of December 31, 2013. | |||||||||||||||||||||
On September 13, 2013, the US Treasury and IRS issued final Tangible Property Regulations (“TPR”) under IRC Section 162 and IRC Section 263(a). The regulations are not effective until tax years beginning on or after January 1, 2014; however, certain portions may require an accounting method change on a retroactive basis, thus requiring a IRC Section 481(a) adjustment related to fixed and real asset deferred taxes. The accounting rules under ASC 740 treat the release of the regulations as a change in tax law as of the date of issuance and require the Company to determine whether there will be an impact on its financial statements for the year ended December 31, 2013. Any such impact of the final tangible property regulations would affect temporary deferred taxes only and result in a balance sheet reclassification between current and deferred taxes. The Company will continue to monitor the impact of any future changes to the TPR on the Company prospectively. |
Information_About_Segment_and_
Information About Segment and Geographic Areas | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Information About Segment and Geographic Areas | ' | |||||||||||
INFORMATION ABOUT SEGMENT AND GEOGRAPHIC AREAS | ||||||||||||
Operating segments are components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a total Company basis, accompanied by information about revenue by major service line for purposes of allocating resources and evaluating financial performance. Profitability measures by service line are not routinely prepared or used. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the Company level. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure. | ||||||||||||
The following table sets forth revenue and long-lived tangible assets by geographic area (in thousands): | ||||||||||||
Years Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Revenue: | ||||||||||||
United States | $ | 90,062 | $ | 121,306 | $ | 111,122 | ||||||
United Kingdom | 998 | 675 | 685 | |||||||||
Total revenue | $ | 91,060 | $ | 121,981 | $ | 111,807 | ||||||
Years Ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Long-lived tangible assets: | ||||||||||||
United States | $ | 10,638 | $ | 13,825 | ||||||||
Netherlands | 405 | 260 | ||||||||||
Total long-lived tangible assets | $ | 11,043 | $ | 14,085 | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
Lease Commitments—The Company leases office space and data center space under operating lease agreements and certain equipment under capital lease agreements with interest rates ranging from 3% to 7%. | ||||
Rent expense for operating leases was approximately $1,099, $1,529, and $1,692 for 2011, 2012, and 2013, respectively. | ||||
Lease commitments as of December 31, 2013 can be summarized as follows (in thousands): | ||||
Years Ending | Operating | |||
December 31 | Lease Commitments | |||
2014 | $ | 1,478 | ||
2015 | 988 | |||
2016 | 348 | |||
2017 | 191 | |||
2018 and thereafter | 318 | |||
Total lease commitments | $ | 3,323 | ||
Years Ending | Capital | |||
December 31 | Lease Commitments | |||
2014 | $ | 2,038 | ||
2015 | 531 | |||
2016 and thereafter | 390 | |||
Gross lease commitment | 2,959 | |||
Less interest | (128 | ) | ||
Net lease commitments | $ | 2,831 | ||
Contract Commitments—The Company is obligated to make payments under various contracts with vendors and other business partners, principally for revenue-share and content arrangements. Contract commitments as of December 31, 2013 can be summarized as follows (in thousands): | ||||
Years Ending | Contract | |||
December 31 | Commitments | |||
2014 | $ | 4,610 | ||
2015 | 1,630 | |||
2016 | 1,080 | |||
2017 | 360 | |||
2018 and thereafter | — | |||
Total contract commitments | $ | 7,680 | ||
Litigation—From time to time, the Company is a party to legal actions. In the opinion of management, the outcome of these matters will not have a material impact on the financial statements of the Company. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Equity | ' |
EQUITY | |
Common Stock—Effective on February 15, 2012, the Company's board of directors and stockholders approved the Fifth Amended and Restated Certificate of Incorporation. The total number of common shares that the Company is authorized to issue is 100,000,000 with a par value of $0.01 per share. | |
Preferred Stock— Effective on February 15, 2012, the Company's board of directors and stockholders approved the Fifth Amended and Restated Certificate of Incorporation. The total number of preferred shares that the Company is authorized to issue is 10,000,000 with a par value of $0.01 per share. None have been issued to date. | |
Conversion— Prior to the Company's initial public offering, each share of Series A, A-1, B, and C preferred stock was convertible at the option of the holder at any time into common stock. The conversion rate was the quotient obtained by dividing the original issue price of the Series A, A-1, B, or C by the conversion price. Subsequent to the Second Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, the conversion price was adjusted to effect a conversion of one preferred share into one and one-half common shares, as explained in Note 1, The Company and Summary of Significant Accounting Policies. The conversion price was subject to adjustment as set forth in the restated certificate of incorporation for certain dilutive issuances, splits, and combinations, as therein defined. Conversion was automatic upon either the consent of the holders of 66% of the outstanding shares of preferred stock or the effective date of a firm commitment underwritten public offering of the Company's common stock in which the post-offering valuation on a fully diluted basis was at least $150 million and the proceeds were not less than $25 million. All shares of the Company's outstanding preferred stock were converted into common stock in February 2012 in connection with the Company's initial public offering. |
Investment_in_Equity_Interest
Investment in Equity Interest | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Equity Method Investments and Joint Ventures [Abstract] | ' | |||
Investment in Equity Interest | ' | |||
INVESTMENT IN EQUITY INTEREST | ||||
In March 2013, the Company entered into a Joint Venture Agreement, pursuant to which it owns 50% of the outstanding common stock and 100% of the preferred shares of Synacor China, Ltd., or the JV Company. In July 2013 the Company provided $400 in initial funding and $526 in additional funding in December 2013. The Company has agreed to provide up to $1.1 million in additional funding to the JV Company over the following two years. The JV Company will, through its wholly foreign-owned subsidiary in the People's Republic of China (the “PRC”), supply authentication and aggregation solutions for the delivery of online content and services to customers in the PRC. | ||||
The investment in the JV Company is being accounted for using the equity method and is classified as an investment in equity interest on the Company’s 2013 consolidated balance sheet. The Company records its share of the results of the JV Company within earnings in equity interest. Because the Company provided nearly all of the capital to form the JV Company, the Company has recorded 100% of the losses incurred by the JV Company within earnings in equity interest in its 2013 consolidated statement of operations. Since acquiring its interest in the JV Company during 2013, the Company has recorded, in retained earnings, cumulative losses in equity interest of $561. | ||||
The following tables present summarized financial information for the JV Company: | ||||
Year Ended December 31, | ||||
2013 | ||||
Revenue | $ | — | ||
Loss from operations | (561 | ) | ||
Net loss | $ | (561 | ) | |
As of December 31, | ||||
2013 | ||||
Total assets | $ | 442 | ||
Total liabilities | $ | 77 | ||
Stockbased_Compensation
Stock-based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Stock-based Compensation | ' | ||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||
The Company recorded $920, $1,999 and $2,561 of stock-based compensation expense for the years ended December 31, 2011, 2012, and 2013, 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") result 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 and comprehensive income for the years ended December 31, 2011, 2012, and 2013, is as follows (in thousands): | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
Research and development | $ | 295 | $ | 523 | $ | 1,184 | |||||||
Sales and marketing | 203 | 404 | 348 | ||||||||||
General and administrative | 422 | 1,072 | 1,029 | ||||||||||
Total stock-based compensation expense | $ | 920 | $ | 1,999 | $ | 2,561 | |||||||
Equity Incentive Plans— The Company has four stock option plans (the 2000 Stock Plan, the 2006 Stock Plan, the 2012 Equity Incentive Plan, and the Special Purpose Recruitment Plan), which authorize the Company to grant up to 8,170,359 stock options (ISOs and NSOs), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance cash awards. The ISOs and NSOs will be granted at a price per share not less than the fair value of the Company's common stock at the date of grant. Options granted to date generally vest over a four-year period with 25% vesting at the end of one year and the remaining 75% vesting monthly thereafter. Options granted generally are exercisable up to 10 years. The Company began granting RSUs in December 2012, which generally vest over a four year period with 25% vesting at the end of one year and the remaining 75% vesting quarterly thereafter. | |||||||||||||
Special Purpose Recruitment Plan — During 2013 our shareholders approved the Special Purpose Recruitment Plan from which equity compensation awards are granted to newly-hired employees. One million shares of common stock are reserved for issuance under this plan. | |||||||||||||
Stock Option Activity—A summary of stock option activity for the year ended December 31, 2013 is as follows: | |||||||||||||
Number of | Weighted | Aggregate Intrinsic Value (in thousands) | Weighted Average Remaining Contractual Term (in years) | ||||||||||
Stock | Average | ||||||||||||
Options | Exercise | ||||||||||||
Price | |||||||||||||
Outstanding—January 1, 2013 | 4,510,807 | $ | 4.06 | ||||||||||
Granted | 1,622,750 | 3.31 | |||||||||||
Exercised | (166,933 | ) | 1.23 | ||||||||||
Forfeited | (196,456 | ) | 6.28 | ||||||||||
Outstanding—December 31, 2013 | 5,770,168 | 3.85 | $ | 986 | 7.36 | ||||||||
Expected to vest—December 31, 2013 | 5,314,102 | 3.77 | $ | 985 | 7.24 | ||||||||
Vested and exercisable—December 31, 2013 | 2,729,728 | 3.24 | $ | 980 | 5.76 | ||||||||
Aggregate intrinsic value represents the difference between the Company's closing stock price of its common stock and the exercise price of outstanding, in-the-money options. The Company's closing stock price as reported on the NASDAQ as of December 31, 2013 was $2.45. The total intrinsic value of options exercised was approximately $6,461, $7,622 and $194 for the years ended December 31, 2011, 2012, and 2013, respectively. The weighted-average grant date fair value of options granted was $1.89, $3.97 and $1.86 and for the years ended December 31, 2011, 2012, and 2013, respectively. | |||||||||||||
As of December 31, 2013, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options was approximately $6,123 which is expected to be recognized over a weighted-average period of 2.71 years. | |||||||||||||
The following table summarizes information about outstanding and vested stock options as of December 31, 2013: | |||||||||||||
Exercise Price | Weighted Average Remaining Contractual Term (in years) | Number of Options Outstanding | Number of Options Vested and Exercisable | ||||||||||
$ | 0.04 | 0.4 | 30,000 | 30,000 | |||||||||
0.2 | 1.14 | 189,780 | 189,780 | ||||||||||
0.93 | 3.29 | 57,387 | 57,387 | ||||||||||
0.93 | 3.12 | 257,162 | 257,162 | ||||||||||
2.4 | 9.05 | 143,311 | 27,631 | ||||||||||
2.47 | 9.85 | 210,000 | — | ||||||||||
2.52 | 3.89 | 556,505 | 556,505 | ||||||||||
2.53 | 9.96 | 57,500 | — | ||||||||||
2.58 | 5 | 48,069 | 48,069 | ||||||||||
2.68 | 6.57 | 124,782 | 92,575 | ||||||||||
2.69 | 9.72 | 101,500 | — | ||||||||||
2.88 | 7.16 | 502,314 | 326,776 | ||||||||||
3.12 | 9.2 | 45,000 | — | ||||||||||
3.23 | 9.47 | 43,000 | — | ||||||||||
3.25 | 9.57 | 47,500 | — | ||||||||||
3.32 | 7.63 | 997,791 | 583,084 | ||||||||||
3.68 | 9.38 | 926,750 | 8,437 | ||||||||||
3.7 | 7.85 | 83,802 | 46,579 | ||||||||||
5.55 | 9.13 | 27,500 | — | ||||||||||
5.82 | 8.97 | 136,500 | 31,213 | ||||||||||
5.96 | 8 | 418,500 | 203,143 | ||||||||||
6.71 | 8.8 | 17,500 | 4,933 | ||||||||||
7.1 | 8.29 | 434,728 | 161,337 | ||||||||||
7.61 | 8.75 | 206,750 | 63,842 | ||||||||||
11.14 | 8.4 | 56,187 | 22,975 | ||||||||||
15 | 8.55 | 12,250 | 4,082 | ||||||||||
15.45 | 8.55 | 38,100 | 14,218 | ||||||||||
5,770,168 | 2,729,728 | ||||||||||||
RSU Activity—A summary of RSU activity for the year ended December 31, 2013 is as follows: | |||||||||||||
Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||||
Unvested—January 1, 2013 | 50,000 | 5.82 | |||||||||||
Granted | 7,500 | $ | 3.68 | ||||||||||
Released | (12,500 | ) | 5.82 | ||||||||||
Forfeited | — | — | |||||||||||
Unvested—December 31, 2013 | 45,000 | $ | 5.46 | ||||||||||
Expected to vest —December 31, 2013 | 38,250 | $ | 5.46 | ||||||||||
As of December 31, 2013, total unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs was approximately $211, which is expected to be recognized over the next 2.97 years. | |||||||||||||
Stock-Based Compensation Expense—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, and volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an expected dividend yield of zero, as it does not anticipate paying any dividends in the foreseeable future. Expected forfeitures are based on the | |||||||||||||
Company's historical experience. | |||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented: | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
Volatility | 51 | % | 58 | % | 59 | % | |||||||
Expected dividend yield | — | — | — | ||||||||||
Risk-free rate | 1.6 | % | 1.4 | % | 1.4 | % | |||||||
Expected term (in years) | 6.25 | 6.25 | 6.25 | ||||||||||
Net_Income_Loss_Per_Common_Sha
Net Income (Loss) Per Common Share Data | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Net Income (Loss) Per Common Share Data | ' | |||||||||||
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. In addition, for the year ended December 31, 2012, the potential common shares included the conversion of preferred stock on an as if converted basis prior to the Company's initial public offering in February 2012. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. The Company considered its preferred stock to be participating securities and, in accordance with the two-class method, earnings allocated to preferred stock and the related number of outstanding shares of preferred stock were excluded from the computation of basic and diluted net income (loss) per common share. | ||||||||||||
The following table presents the calculation of basic and diluted net income (loss) per share for the years ended December 31, 2011, 2012, and 2013 (in thousands, except share and per share amounts): | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Net income (loss) | $ | 9,932 | $ | 3,815 | $ | (1,367 | ) | |||||
Less: Undistributed earnings allocated to preferred stockholders | (8,583 | ) | — | — | ||||||||
Net income (loss) attributable to common stockholders | $ | 1,349 | $ | 3,815 | $ | (1,367 | ) | |||||
Weighted-average common shares used to compute net income (loss) per share attributable to common stockholders | 2,303,443 | 24,411,194 | 27,306,882 | |||||||||
Basic net income (loss) per share | $ | 0.59 | $ | 0.16 | $ | (0.05 | ) | |||||
Diluted net income (loss) per share: | ||||||||||||
Net income (loss) | $ | 1,349 | $ | 3,815 | $ | (1,367 | ) | |||||
Add: Undistributed earnings allocated to preferred stockholders | 8,583 | — | — | |||||||||
Net income (loss) attributable to common stockholders | $ | 9,932 | $ | 3,815 | $ | (1,367 | ) | |||||
Number of shares used in basic calculation | 2,303,443 | 24,411,194 | 27,306,882 | |||||||||
Weighted-average effect of dilutive securities: | ||||||||||||
Add: | ||||||||||||
Conversion of preferred stock (as if converted basis) | 17,395,136 | 1,948,635 | — | |||||||||
Stock options and RSUs (1) | 2,275,824 | 1,737,484 | — | |||||||||
Number of shares used in diluted calculation (1) | 21,974,403 | 28,097,313 | 27,306,882 | |||||||||
Diluted net (loss) income per share attributable to common stockholders | $ | 0.45 | $ | 0.14 | $ | (0.05 | ) | |||||
Note: | ||||||||||||
-1 | Stock options and RSUs are not included in the calculation of diluted net loss per share for the year ended December 31, 2013 because the Company had a net loss for that year. Accordingly, 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 income (loss) per share because their effect would have been antidilutive for the periods presented: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Antidilutive Equity Awards: | ||||||||||||
Stock options | 367,250 | 137,850 | 3,356,358 | |||||||||
Total | 367,250 | 137,850 | 3,356,358 | |||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
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, 2011, 2012, or 2013. |
The_Company_and_Summary_of_Sig1
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||
Basis of Presentation | ' | ||||||||||||||
Basis of Presentation—The consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly-owned subsidiary, Synacor Canada, Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||
Accounts Receivable | ' | ||||||||||||||
Accounts Receivable—The Company records accounts receivable at the invoiced amount and does not charge interest on past due invoices. An allowance for doubtful accounts is maintained to reserve for potentially uncollectible accounts receivable. The Company reviews its accounts receivable from customers which are past due to identify specific accounts with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. | |||||||||||||||
Property and Equipment | ' | ||||||||||||||
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 | ||||||||||||||
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 Company reviews the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. For purposes of evaluating and measuring impairment, the Company groups a long-lived asset or assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There has been no material adjustments to long-lived assets in any of the years presented. | |||||||||||||||
Revenue Recognition | ' | ||||||||||||||
Revenue Recognition—The Company derives revenue from two categories: revenue generated from search and display advertising activities and subscriber-based revenue, each of which is described below. Search and display advertising is recorded on a gross basis, which includes the net amount received from Google under the Company’s agreement with Google. The following table shows the revenue in each category for the years ended December 31, 2011, 2012 and 2013 (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||
Search and display advertising | $ | 72,084 | $ | 101,559 | $ | 90,447 | |||||||||
Subscriber-based | 18,976 | 20,422 | 21,360 | ||||||||||||
Total revenue | $ | 91,060 | $ | 121,981 | $ | 111,807 | |||||||||
The Company uses Internet search and display advertising to generate revenue from the traffic on its start experiences. | |||||||||||||||
• | 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 start experiences. 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 in turn is shared with the applicable customer. The net payment received from Google is recognized as revenue. | ||||||||||||||
• | Display advertising revenue is generated when consumers view or click on a text, graphic, or video advertisement that was delivered on one of the Company's start experiences. Advertising inventory is filled with advertisements sourced by the Company’s direct sales force, independent advertising sales representatives, and also advertising network partners. Display advertising revenue is calculated on a cost per impression basis, which means the advertiser pays based on the number of times its advertisements appear, or a cost per action basis, which means that an advertiser pays when a consumer performs an action after engaging one of its advertisements, or on a fixed fee basis. Historically, only a small percentage of display advertising has been calculated on a cost per action basis or fixed fee basis. | ||||||||||||||
Subscriber-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, e-mail, TV Everywhere, security, games and other value added services and paid content. Monthly subscriber levels typically form the basis for calculating and generating subscriber-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 service is delivered. | |||||||||||||||
Search and display advertising and subscriber-based revenue are recognized when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. | |||||||||||||||
The Company evaluates its relationship between search and display advertising partners and customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-45, Principal Agent Considerations. The Company has determined that the revenue derived from traffic supplied by its customers is reported on a gross basis because Synacor is the primary obligor (the Company is responsible to its customers for fulfilling search and display advertising services and value added and other services), is involved in the service specifications, performs part of the service, has discretion in supplier selection, has latitude in establishing price and bears credit risk. | |||||||||||||||
Cost of Revenue | ' | ||||||||||||||
Cost of Revenue—Cost of revenue consists of revenue sharing, content acquisition costs and co-location facility costs. Revenue sharing consists of amounts accrued and paid to customers for the traffic on their start experience resulting in the generation of search and display advertising revenue. The revenue-sharing agreements with customers are primarily variable payments based on a percentage of the search and display advertising 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. | |||||||||||||||
Concentrations of Risk | ' | ||||||||||||||
Concentrations of Risk—As of December 31, 2012 and 2013, and for the years ended December 31, 2011, 2012, and 2013 the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows: | |||||||||||||||
Accounts Receivable | Revenue | ||||||||||||||
2012 | 2013 | 2011 | 2012 | 2013 | |||||||||||
40 | % | 47 | % | 57 | % | 56 | % | 51 | % | ||||||
Display Advertising Partner (1) | N/A | 11 | N/A | N/A | N/A | ||||||||||
Note: | |||||||||||||||
-1 | As of December 31, 2012, the accounts receivable of the Display Advertising Partner was less than 10%. For the years ended December 31, 2011, 2012, and 2013 the revenue earned directly from the Display Advertising Partner was less than 10% . | ||||||||||||||
For the years ended December 31, 2011, 2012, and 2013, 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 | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||
Customer A | 14 | % | 20 | % | 22 | % | |||||||||
Customer B | 18 | 13 | 13 | ||||||||||||
Customer C | 11 | 17 | 12 | ||||||||||||
Customer D (1) | N/A | 12 | 11 | ||||||||||||
Note: | |||||||||||||||
-1 | For the year ended December 31, 2011, the revenue share payments received by Customer D were 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 $250. 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. | |||||||||||||||
Research and Development | ' | ||||||||||||||
Research and Development—Research and development expenses consist primarily of compensation related expenses incurred for the development of, enhancements to, and maintenance and operation of the Company’s technology and related infrastructures. | |||||||||||||||
Internal Software Development Costs | ' | ||||||||||||||
Internal Software Development Costs—Costs incurred during the preliminary project stage for software programs are expensed as incurred. External and internal costs incurred during the application development stage of new software development as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. In 2011 the Company did not incur significant external or internal costs related to the application development stage. In 2012 and 2013, the Company incurred $778 and $2,987 of combined internal and external costs related to the application development stage. Internal and external training and maintenance costs are expensed as incurred. | |||||||||||||||
Sales and Marketing | ' | ||||||||||||||
Sales and Marketing—Sales and marketing expenses consist primarily of compensation related expenses to the Company’s direct sales and marketing personnel, as well as costs related to advertising, industry conferences, promotional materials, and other sales and marketing programs. Advertising cost is expensed as incurred. | |||||||||||||||
General and Administrative | ' | ||||||||||||||
General and Administrative—General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, and other administrative functions. | |||||||||||||||
Earnings (Loss) Per Share | ' | ||||||||||||||
Earnings (Loss) Per Share—Basic earnings (loss) per share, or EPS, is calculated in accordance with FASB ASC Topic 260, Earnings per Share, and is calculated using the weighted average number of common shares outstanding during each period. Contingently issuable or repurchasable shares are not used in the calculation of basic earnings (loss) per share until the contingency is resolved. | |||||||||||||||
Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. For purposes of this calculation, convertible preferred stock and options are considered to be potential common shares and are only included in the calculation of diluted earnings (loss) per share when their effect is dilutive. | |||||||||||||||
The shares used to compute basic and diluted net income (loss) per share represent the weighted-average common shares outstanding. The Company's preferred stockholders had the right to participate with common stockholders in dividends and unallocated income. Net losses were not allocated to the preferred stockholders. Therefore, when applicable. basic and diluted EPS were computed using the two-class method, under which the Company's undistributed earnings are allocated amongst the common and preferred stockholders. | |||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||
Stock-Based Compensation—The Company records compensation costs related to stock-based awards in accordance with FASB ASC 718, Compensation—Stock Compensation. Under the fair value recognition provisions of ASC 718, the Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. Compensation cost is recognized ratably over the requisite service period of the award. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates prevesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The total expense recognized over the vesting period will only be for those awards that ultimately vest. See Note 10, Stock-based Compensation, for additional information on stock-based compensation. | |||||||||||||||
Income Taxes | ' | ||||||||||||||
Income Taxes—Deferred income tax assets and liabilities are determined based on temporary differences between the financial statement and income tax bases of assets and liabilities and net operating loss ("NOL") and credit carryforwards using enacted income tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to the extent necessary to reduce deferred income tax assets to amounts that more likely than not will be realized. | |||||||||||||||
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. | |||||||||||||||
Accounting Estimates | ' | ||||||||||||||
Accounting Estimates—The preparation of financial statements in conformity with GAAP in the U.S. 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. | |||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||
Fair Value of Financial Instruments—The carrying amounts of the Company’s capital leases and bank financing approximate fair value of these obligations based upon management’s best estimates of interest rates that would be available for similar debt obligations at December 31, 2012 and 2013. | |||||||||||||||
Investments and Fair Value Measurements | ' | ||||||||||||||
Investments and Fair Value Measurements—In July 2013, the Company made a $1,000 investment (in the form of a convertible promissory note) in a privately held Delaware corporation called Blazer and Flip Flops, Inc., or B&FF (doing business as The Experience Engine). B&FF is a professional services company whose principals have experience integrating its customers’ systems with their customers’ devices, including smartphones and tablets. | |||||||||||||||
The investment in B&FF is considered an available-for-sale security and is reported on the Company’s consolidated balance sheet as a convertible promissory note. | |||||||||||||||
The provisions of ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring the fair value in accounting principles generally accepted in the U.S. and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows: | |||||||||||||||
Level 1—Level 1 inputs are defined as observable inputs such as quoted prices in active markets. | |||||||||||||||
Level 2—Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||||
Level 3—Level 3 inputs are unobservable inputs that reflect the Company’s determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company’s own data. | |||||||||||||||
The Company classifies its investment in B&FF within Level 3 because it is valued using unobservable inputs and at December 31, 2013 the estimated fair value is equal to the purchase price of $1,000. | |||||||||||||||
Acquisition | ' | ||||||||||||||
Acquisitions—In January 2012, the Company acquired the assets of Carbyn, Inc., or Carbyn, an Ontario, Canada-based company. The assets acquired are principally comprised of mobile device software and technology and other intellectual property, which the Company expects to enhance its efforts in the development of next generation web applications for mobile devices. The aggregate purchase price was $1,100 for the acquired assets, of which $600 was paid upon consummation of the acquisition and the remaining $500 was paid in April 2013. In addition, the Company hired seven employees from Carbyn who accepted employment with Synacor Canada, Inc., a wholly-owned subsidiary of the Company. The acquisition and its impact on the balance sheet and results of operations are not material. The purchase price was allocated to the assets acquired based on their respective fair values as of the acquisition date, with the amount exceeding the fair value recorded as goodwill of $819 |
The_Company_and_Summary_of_Sig2
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||
Schedule of estimated useful lives of assets | ' | ||||||||||||||
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 | ||||||||||||||
As of December 31, property and equipment, net consisted of the following (in thousands): | |||||||||||||||
2012 | 2013 | ||||||||||||||
Computer equipment (1) | $ | 17,630 | $ | 19,361 | |||||||||||
Computer software | 3,715 | 4,625 | |||||||||||||
Furniture and fixtures | 1,050 | 1,634 | |||||||||||||
Leasehold improvements | 732 | 1,044 | |||||||||||||
Work in process (primarily software development costs) | 226 | 3,893 | |||||||||||||
Other | 173 | 173 | |||||||||||||
23,526 | 30,730 | ||||||||||||||
Less accumulated depreciation (2) | (12,483 | ) | (16,645 | ) | |||||||||||
Total property and equipment—net | $ | 11,043 | $ | 14,085 | |||||||||||
Notes: | |||||||||||||||
-1 | Includes equipment under capital lease obligations of approximately $5,882 and $5,289 as of December 31, 2012 and 2013, respectively. | ||||||||||||||
-2 | Includes $1,834 and $2,053 of accumulated depreciation of equipment under capital leases as of December 31, 2012 and 2013, respectively. | ||||||||||||||
Schedule of revenue by categories | ' | ||||||||||||||
The following table shows the revenue in each category for the years ended December 31, 2011, 2012 and 2013 (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||
Search and display advertising | $ | 72,084 | $ | 101,559 | $ | 90,447 | |||||||||
Subscriber-based | 18,976 | 20,422 | 21,360 | ||||||||||||
Total revenue | $ | 91,060 | $ | 121,981 | $ | 111,807 | |||||||||
Schedule of concentrations equal to or exceeding 10% of the Company's accounts receivable and revenue | ' | ||||||||||||||
As of December 31, 2012 and 2013, and for the years ended December 31, 2011, 2012, and 2013 the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows: | |||||||||||||||
Accounts Receivable | Revenue | ||||||||||||||
2012 | 2013 | 2011 | 2012 | 2013 | |||||||||||
40 | % | 47 | % | 57 | % | 56 | % | 51 | % | ||||||
Display Advertising Partner (1) | N/A | 11 | N/A | N/A | N/A | ||||||||||
Note: | |||||||||||||||
-1 | As of December 31, 2012, the accounts receivable of the Display Advertising Partner was less than 10%. For the years ended December 31, 2011, 2012, and 2013 the revenue earned directly from the Display Advertising Partner was less than 10% | ||||||||||||||
Schedule of platform customers received revenue-share payments equal to or exceeding 10% of the Company's cost of revenue | ' | ||||||||||||||
For the years ended December 31, 2011, 2012, and 2013, 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 | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||
Customer A | 14 | % | 20 | % | 22 | % | |||||||||
Customer B | 18 | 13 | 13 | ||||||||||||
Customer C | 11 | 17 | 12 | ||||||||||||
Customer D (1) | N/A | 12 | 11 | ||||||||||||
Note: | |||||||||||||||
-1 | For the year ended December 31, 2011, the revenue share payments received by Customer D were less than 10%. |
Property_and_Equipment_Net_Tab
Property and Equipment - Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of property and equipment | ' | |||||||
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 | |||||||
As of December 31, property and equipment, net consisted of the following (in thousands): | ||||||||
2012 | 2013 | |||||||
Computer equipment (1) | $ | 17,630 | $ | 19,361 | ||||
Computer software | 3,715 | 4,625 | ||||||
Furniture and fixtures | 1,050 | 1,634 | ||||||
Leasehold improvements | 732 | 1,044 | ||||||
Work in process (primarily software development costs) | 226 | 3,893 | ||||||
Other | 173 | 173 | ||||||
23,526 | 30,730 | |||||||
Less accumulated depreciation (2) | (12,483 | ) | (16,645 | ) | ||||
Total property and equipment—net | $ | 11,043 | $ | 14,085 | ||||
Notes: | ||||||||
-1 | Includes equipment under capital lease obligations of approximately $5,882 and $5,289 as of December 31, 2012 and 2013, respectively. | |||||||
-2 | Includes $1,834 and $2,053 of accumulated depreciation of equipment under capital leases as of December 31, 2012 and 2013, respectively. |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of accrued expenses and other current liabilities | ' | |||||||
2012 | 2013 | |||||||
Accrued compensation | $ | 4,265 | $ | 2,787 | ||||
Accrued content fees | 555 | 580 | ||||||
Accrued business acquisition consideration | 500 | — | ||||||
Unearned revenue on contracts | 297 | 247 | ||||||
Other | 1,711 | 1,563 | ||||||
Total | $ | 7,328 | $ | 5,177 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of provision (benefit) for income taxes | ' | ||||||||||||||||||||
The (benefit) provision for income taxes for the years ended December 31, 2011, 2012, and 2013, comprised the following (in thousands): | |||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||
Current: | |||||||||||||||||||||
United States Federal | $ | 47 | $ | 151 | $ | 16 | |||||||||||||||
State | 7 | 20 | 22 | ||||||||||||||||||
Foreign | 14 | 36 | 71 | ||||||||||||||||||
Total current provision for income taxes | 68 | 207 | 109 | ||||||||||||||||||
Deferred: | |||||||||||||||||||||
United States Federal | 1,954 | 1,022 | (119 | ) | |||||||||||||||||
State | 373 | 535 | (97 | ) | |||||||||||||||||
Foreign | 40 | — | (27 | ) | |||||||||||||||||
Total deferred provision (benefit) for income taxes | 2,367 | 1,557 | (243 | ) | |||||||||||||||||
Less decrease in valuation allowance | (8,450 | ) | — | — | |||||||||||||||||
Net deferred (benefit) provision for income taxes | (6,083 | ) | 1,557 | (243 | ) | ||||||||||||||||
Total (benefit) provision for income taxes | $ | (6,015 | ) | $ | 1,764 | $ | (134 | ) | |||||||||||||
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, 2012 and 2013 are as follows (in thousands): | |||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||
Deferred income tax assets: | |||||||||||||||||||||
Stock and other compensation expense | $ | 835 | $ | 1,516 | |||||||||||||||||
Net operating losses | 2,763 | 2,255 | |||||||||||||||||||
Research and development credits | 1,676 | 1,676 | |||||||||||||||||||
Other federal and state carryforwards | 375 | 414 | |||||||||||||||||||
Other | 71 | 15 | |||||||||||||||||||
Gross deferred tax assets | 5,720 | 5,876 | |||||||||||||||||||
Deferred income tax liabilities: | |||||||||||||||||||||
Fixed assets | (566 | ) | (469 | ) | |||||||||||||||||
Other | (1 | ) | (11 | ) | |||||||||||||||||
Gross deferred tax liabilities | (567 | ) | (480 | ) | |||||||||||||||||
Subtotal | 5,153 | 5,396 | |||||||||||||||||||
Less unrecognized tax benefit liability related to deferred items | (627 | ) | (627 | ) | |||||||||||||||||
Net deferred tax assets | $ | 4,526 | $ | 4,769 | |||||||||||||||||
Recorded as: | |||||||||||||||||||||
Current deferred tax assets | $ | 1,999 | $ | 314 | |||||||||||||||||
Non-current deferred tax assets | 2,527 | 4,455 | |||||||||||||||||||
Net deferred tax assets | $ | 4,526 | $ | 4,769 | |||||||||||||||||
Schedule of unrecognized tax benefits reconciliation | ' | ||||||||||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||
Balance—beginning of year | $ | 244 | $ | 26 | $ | 627 | |||||||||||||||
Additions for tax positions of prior years | — | 601 | — | ||||||||||||||||||
Reductions for tax positions of prior years | (218 | ) | — | — | |||||||||||||||||
Balance—end of year | $ | 26 | $ | 627 | $ | 627 | |||||||||||||||
Schedule of income tax rate reconciliation | ' | ||||||||||||||||||||
Income tax (benefit) expense for the years ended December 2011, 2012, and 2013, differs from the expected income tax (benefit) expense calculated using the statutory U.S. Federal income tax rate as follows (dollars in thousands): | |||||||||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||||||
Federal income tax (benefit) expense at statutory rate | $ | 1,332 | 34 | % | $ | 1,895 | 34 | % | $ | (320 | ) | (34 | )% | ||||||||
State and local taxes—net of federal benefit | 251 | 6 | 310 | 6 | (75 | ) | (8 | ) | |||||||||||||
Foreign taxes | 54 | 1 | 14 | — | (3 | ) | — | ||||||||||||||
Expiration of or changes to federal and state NOLs | (42 | ) | (1 | ) | 446 | 8 | — | — | |||||||||||||
Federal research and development credit | — | — | (1,676 | ) | (30 | ) | — | — | |||||||||||||
Valuation allowance | (7,959 | ) | (203 | ) | — | — | — | — | |||||||||||||
Permanent differences | 349 | 9 | 291 | 5 | 264 | 28 | |||||||||||||||
Uncertain tax position current activity | — | — | 586 | 11 | — | — | |||||||||||||||
Other | — | — | (102 | ) | (2 | ) | — | — | |||||||||||||
Total | $ | (6,015 | ) | (154 | )% | $ | 1,764 | 32 | % | $ | (134 | ) | (14 | )% | |||||||
Information_About_Segment_and_1
Information About Segment and Geographic Areas (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
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, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Revenue: | ||||||||||||
United States | $ | 90,062 | $ | 121,306 | $ | 111,122 | ||||||
United Kingdom | 998 | 675 | 685 | |||||||||
Total revenue | $ | 91,060 | $ | 121,981 | $ | 111,807 | ||||||
Years Ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Long-lived tangible assets: | ||||||||||||
United States | $ | 10,638 | $ | 13,825 | ||||||||
Netherlands | 405 | 260 | ||||||||||
Total long-lived tangible assets | $ | 11,043 | $ | 14,085 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of operating lease commitments | ' | |||
Years Ending | Operating | |||
December 31 | Lease Commitments | |||
2014 | $ | 1,478 | ||
2015 | 988 | |||
2016 | 348 | |||
2017 | 191 | |||
2018 and thereafter | 318 | |||
Total lease commitments | $ | 3,323 | ||
Schedule of capital lease commitments | ' | |||
Years Ending | Capital | |||
December 31 | Lease Commitments | |||
2014 | $ | 2,038 | ||
2015 | 531 | |||
2016 and thereafter | 390 | |||
Gross lease commitment | 2,959 | |||
Less interest | (128 | ) | ||
Net lease commitments | $ | 2,831 | ||
Schedule of contract commitments | ' | |||
Years Ending | Contract | |||
December 31 | Commitments | |||
2014 | $ | 4,610 | ||
2015 | 1,630 | |||
2016 | 1,080 | |||
2017 | 360 | |||
2018 and thereafter | — | |||
Total contract commitments | $ | 7,680 | ||
Investment_in_Equity_Interest_
Investment in Equity Interest (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Equity Method Investments and Joint Ventures [Abstract] | ' | |||
Summarized financial information | ' | |||
The following tables present summarized financial information for the JV Company: | ||||
Year Ended December 31, | ||||
2013 | ||||
Revenue | $ | — | ||
Loss from operations | (561 | ) | ||
Net loss | $ | (561 | ) | |
As of December 31, | ||||
2013 | ||||
Total assets | $ | 442 | ||
Total liabilities | $ | 77 | ||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
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 consolidated statements of operations and comprehensive income for the years ended December 31, 2011, 2012, and 2013, is as follows (in thousands): | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
Research and development | $ | 295 | $ | 523 | $ | 1,184 | |||||||
Sales and marketing | 203 | 404 | 348 | ||||||||||
General and administrative | 422 | 1,072 | 1,029 | ||||||||||
Total stock-based compensation expense | $ | 920 | $ | 1,999 | $ | 2,561 | |||||||
Summary of the status of options granted under all options | ' | ||||||||||||
A summary of stock option activity for the year ended December 31, 2013 is as follows: | |||||||||||||
Number of | Weighted | Aggregate Intrinsic Value (in thousands) | Weighted Average Remaining Contractual Term (in years) | ||||||||||
Stock | Average | ||||||||||||
Options | Exercise | ||||||||||||
Price | |||||||||||||
Outstanding—January 1, 2013 | 4,510,807 | $ | 4.06 | ||||||||||
Granted | 1,622,750 | 3.31 | |||||||||||
Exercised | (166,933 | ) | 1.23 | ||||||||||
Forfeited | (196,456 | ) | 6.28 | ||||||||||
Outstanding—December 31, 2013 | 5,770,168 | 3.85 | $ | 986 | 7.36 | ||||||||
Expected to vest—December 31, 2013 | 5,314,102 | 3.77 | $ | 985 | 7.24 | ||||||||
Vested and exercisable—December 31, 2013 | 2,729,728 | 3.24 | $ | 980 | 5.76 | ||||||||
Schedule of share-based compensation under stock option plans, by exercise price | ' | ||||||||||||
The following table summarizes information about outstanding and vested stock options as of December 31, 2013: | |||||||||||||
Exercise Price | Weighted Average Remaining Contractual Term (in years) | Number of Options Outstanding | Number of Options Vested and Exercisable | ||||||||||
$ | 0.04 | 0.4 | 30,000 | 30,000 | |||||||||
0.2 | 1.14 | 189,780 | 189,780 | ||||||||||
0.93 | 3.29 | 57,387 | 57,387 | ||||||||||
0.93 | 3.12 | 257,162 | 257,162 | ||||||||||
2.4 | 9.05 | 143,311 | 27,631 | ||||||||||
2.47 | 9.85 | 210,000 | — | ||||||||||
2.52 | 3.89 | 556,505 | 556,505 | ||||||||||
2.53 | 9.96 | 57,500 | — | ||||||||||
2.58 | 5 | 48,069 | 48,069 | ||||||||||
2.68 | 6.57 | 124,782 | 92,575 | ||||||||||
2.69 | 9.72 | 101,500 | — | ||||||||||
2.88 | 7.16 | 502,314 | 326,776 | ||||||||||
3.12 | 9.2 | 45,000 | — | ||||||||||
3.23 | 9.47 | 43,000 | — | ||||||||||
3.25 | 9.57 | 47,500 | — | ||||||||||
3.32 | 7.63 | 997,791 | 583,084 | ||||||||||
3.68 | 9.38 | 926,750 | 8,437 | ||||||||||
3.7 | 7.85 | 83,802 | 46,579 | ||||||||||
5.55 | 9.13 | 27,500 | — | ||||||||||
5.82 | 8.97 | 136,500 | 31,213 | ||||||||||
5.96 | 8 | 418,500 | 203,143 | ||||||||||
6.71 | 8.8 | 17,500 | 4,933 | ||||||||||
7.1 | 8.29 | 434,728 | 161,337 | ||||||||||
7.61 | 8.75 | 206,750 | 63,842 | ||||||||||
11.14 | 8.4 | 56,187 | 22,975 | ||||||||||
15 | 8.55 | 12,250 | 4,082 | ||||||||||
15.45 | 8.55 | 38,100 | 14,218 | ||||||||||
5,770,168 | 2,729,728 | ||||||||||||
Schedule of RSU activity | ' | ||||||||||||
A summary of RSU activity for the year ended December 31, 2013 is as follows: | |||||||||||||
Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||||||
Unvested—January 1, 2013 | 50,000 | 5.82 | |||||||||||
Granted | 7,500 | $ | 3.68 | ||||||||||
Released | (12,500 | ) | 5.82 | ||||||||||
Forfeited | — | — | |||||||||||
Unvested—December 31, 2013 | 45,000 | $ | 5.46 | ||||||||||
Expected to vest —December 31, 2013 | 38,250 | $ | 5.46 | ||||||||||
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 during the periods presented: | |||||||||||||
2011 | 2012 | 2013 | |||||||||||
Volatility | 51 | % | 58 | % | 59 | % | |||||||
Expected dividend yield | — | — | — | ||||||||||
Risk-free rate | 1.6 | % | 1.4 | % | 1.4 | % | |||||||
Expected term (in years) | 6.25 | 6.25 | 6.25 | ||||||||||
Net_Income_Loss_Per_Common_Sha1
Net Income (Loss) Per Common Share Data (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of basic and diluted net income per share | ' | |||||||||||
he following table presents the calculation of basic and diluted net income (loss) per share for the years ended December 31, 2011, 2012, and 2013 (in thousands, except share and per share amounts): | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Net income (loss) | $ | 9,932 | $ | 3,815 | $ | (1,367 | ) | |||||
Less: Undistributed earnings allocated to preferred stockholders | (8,583 | ) | — | — | ||||||||
Net income (loss) attributable to common stockholders | $ | 1,349 | $ | 3,815 | $ | (1,367 | ) | |||||
Weighted-average common shares used to compute net income (loss) per share attributable to common stockholders | 2,303,443 | 24,411,194 | 27,306,882 | |||||||||
Basic net income (loss) per share | $ | 0.59 | $ | 0.16 | $ | (0.05 | ) | |||||
Diluted net income (loss) per share: | ||||||||||||
Net income (loss) | $ | 1,349 | $ | 3,815 | $ | (1,367 | ) | |||||
Add: Undistributed earnings allocated to preferred stockholders | 8,583 | — | — | |||||||||
Net income (loss) attributable to common stockholders | $ | 9,932 | $ | 3,815 | $ | (1,367 | ) | |||||
Number of shares used in basic calculation | 2,303,443 | 24,411,194 | 27,306,882 | |||||||||
Weighted-average effect of dilutive securities: | ||||||||||||
Add: | ||||||||||||
Conversion of preferred stock (as if converted basis) | 17,395,136 | 1,948,635 | — | |||||||||
Stock options and RSUs (1) | 2,275,824 | 1,737,484 | — | |||||||||
Number of shares used in diluted calculation (1) | 21,974,403 | 28,097,313 | 27,306,882 | |||||||||
Diluted net (loss) income per share attributable to common stockholders | $ | 0.45 | $ | 0.14 | $ | (0.05 | ) | |||||
Note: | ||||||||||||
-1 | Stock options and RSUs are not included in the calculation of diluted net loss per share for the year ended December 31, 2013 because the Company had a net loss for that year. Accordingly, the inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share. | |||||||||||
Schedule of equivalent shares that were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive | ' | |||||||||||
The following equivalent shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been antidilutive for the periods presented: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Antidilutive Equity Awards: | ||||||||||||
Stock options | 367,250 | 137,850 | 3,356,358 | |||||||||
Total | 367,250 | 137,850 | 3,356,358 | |||||||||
The_Company_and_Summary_of_Sig3
The Company and Summary of Significant Accounting Policies (Initial Public Offering) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 29, 2012 |
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' |
Number of common stock sold to the public | ' | ' | ' | 6,818,170 |
Sale of stock, price per share | ' | ' | ' | $5 |
Shares sold by company | ' | ' | ' | 5,454,545 |
Shares sold by selling stockholders | ' | ' | ' | 1,363,625 |
Proceeds from initial public offering | $0 | $25,364 | $0 | $25,364 |
Offering expenses | ' | ' | ' | $3,016 |
Reverse stock split conversion ratio | ' | ' | ' | 0.5 |
The_Company_and_Summary_of_Sig4
The Company and Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Computer hardware [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_Sig5
The Company and Summary of Significant Accounting Policies (Revenue Recognition) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue by Category | ' | ' | ' |
Revenue | $111,807 | $121,981 | $91,060 |
Search and display advertising [Member] | ' | ' | ' |
Revenue by Category | ' | ' | ' |
Revenue | 90,447 | 101,559 | 72,084 |
Subscriber-based [Member] | ' | ' | ' |
Revenue by Category | ' | ' | ' |
Revenue | $21,360 | $20,422 | $18,976 |
The_Company_and_Summary_of_Sig6
The Company and Summary of Significant Accounting Policies (Concentrations of Risk - Accounts Receivable and Revenue) (Details) (Customer Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Google [Member] | Accounts Receivable [Member] | ' | ' | ' |
Schedule of concentrations equal to or exceeding 10% of the Company's accounts receivable and revenue | ' | ' | ' |
Concentration risk, percentage | 47.00% | 40.00% | ' |
Google [Member] | Revenue [Member] | ' | ' | ' |
Schedule of concentrations equal to or exceeding 10% of the Company's accounts receivable and revenue | ' | ' | ' |
Concentration risk, percentage | 51.00% | 56.00% | 57.00% |
Display Advertising Partner [Member] | Accounts Receivable [Member] | ' | ' | ' |
Schedule of concentrations equal to or exceeding 10% of the Company's accounts receivable and revenue | ' | ' | ' |
Concentration risk, percentage | 11.00% | ' | ' |
The_Company_and_Summary_of_Sig7
The Company and Summary of Significant Accounting Policies (Concentrations of Risk - Cost of Revenue) (Details) (Customer Concentration Risk [Member], Cost of Revenue [Member]) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Customer A [Member] | ' | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ' | ||
Concentration risk, percentage | 22.00% | 20.00% | 14.00% | ||
Customer B [Member] | ' | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ' | ||
Concentration risk, percentage | 13.00% | 13.00% | 18.00% | ||
Customer C [Member] | ' | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ' | ||
Concentration risk, percentage | 12.00% | 17.00% | 11.00% | ||
Customer D [Member] | ' | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ' | ||
Concentration risk, percentage | 11.00% | [1] | 12.00% | [1] | ' |
[1] | For the year ended December 31, 2011, the revenue share payments received by Customer D were less than 10%. |
The_Company_and_Summary_of_Sig8
The Company and Summary of Significant Accounting Policies (Additional Disclosures) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jan. 31, 2012 | Nov. 30, 2013 | |
Level 3 [Member] | Carbyn Inc [Member] | Teknision, Inc [Member] | |||||
person | person | ||||||
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Internal and external costs during application development stage of new software | ' | $2,987,000 | $778,000 | $0 | ' | ' | ' |
Payments to acquire investment | 1,000,000 | ' | ' | ' | ' | ' | ' |
Convertible promissory note, fair value | ' | 1,000,000 | 0 | ' | 1,000,000 | ' | ' |
Aggregate purchase price for the acquired assets | ' | ' | ' | ' | ' | 1,100,000 | 1,005,000 |
Amount paid upon consummation of the acquisition | ' | 1,011,000 | 600,000 | 0 | ' | 600,000 | 510,000 |
Payment remaining | ' | ' | ' | ' | ' | 500,000 | 495,000 |
Employees hired from Carbyn | ' | ' | ' | ' | ' | 7 | 11 |
GOODWILL | ' | $1,565,000 | $819,000 | ' | ' | $819,000 | $746,000 |
Property_and_Equipment_Net_Sch
Property and Equipment - Net (Schedule of Property and Equipment) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | $30,730 | $23,526 | ||
Less accumulated depreciation | -16,645 | [1] | -12,483 | [1] |
Total property and equipment—net | 14,085 | 11,043 | ||
Computer equipment [Member] | ' | ' | ||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | 19,361 | [2] | 17,630 | [2] |
Computer software [Member] | ' | ' | ||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | 4,625 | 3,715 | ||
Furniture and fixtures [Member] | ' | ' | ||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | 1,634 | 1,050 | ||
Leasehold improvements [Member] | ' | ' | ||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | 1,044 | 732 | ||
Work in process [Member] | ' | ' | ||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | 3,893 | 226 | ||
Other [Member] | ' | ' | ||
Schedule of property and equipment | ' | ' | ||
Property and equipment-gross | $173 | $173 | ||
[1] | Includes $1,834 and $2,053 of accumulated depreciation of equipment under capital leases as of December 31, 2012 and 2013, respectively. | |||
[2] | Includes equipment under capital lease obligations of approximately $5,882 and $5,289 as of December 31, 2012 and 2013, respectively. |
Property_and_Equipment_Net_Add
Property and Equipment - Net (Additional Disclosures) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Equipment under capital lease obligations | $30,730 | $23,526 | ||
Accumulated depreciation of equipment under capital leases | 16,645 | [1] | 12,483 | [1] |
Capital lease obligations [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Accumulated depreciation of equipment under capital leases | 2,053 | 1,834 | ||
Computer equipment [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Equipment under capital lease obligations | 19,361 | [2] | 17,630 | [2] |
Computer equipment [Member] | Capital lease obligations [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Equipment under capital lease obligations | $5,289 | $5,882 | ||
[1] | Includes $1,834 and $2,053 of accumulated depreciation of equipment under capital leases as of December 31, 2012 and 2013, respectively. | |||
[2] | Includes equipment under capital lease obligations of approximately $5,882 and $5,289 as of December 31, 2012 and 2013, respectively. |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of accrued expenses and other current liabilities | ' | ' |
Accrued compensation | $2,787 | $4,265 |
Accrued content fees | 580 | 555 |
Accrued business acquisition consideration | 0 | 500 |
Unearned revenue on contracts | 247 | 297 |
Other | 1,563 | 1,711 |
Total | $5,177 | $7,328 |
Bank_Financing_Details
Bank Financing (Details) (Revolving Credit Facility [Member], USD $) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Maximum borrowing capacity | $10,000,000 | ' |
Current borrowing capacity | ' | 7,500,000 |
Amount outstanding | ' | 0 |
Commitment fee | 50,000 | ' |
Unused facility fee, percent | ' | 0.50% |
Termination fee | ' | $100,000 |
Prime Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on variable rate | ' | 0.50% |
LIBOR [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Basis spread on variable rate | ' | 3.00% |
Income_Taxes_Additional_Inform
Income Taxes (Additional Information) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Income (loss) from continuing operations before income taxes, domestic | ($1,120) | $5,494 | $3,917 |
Income (loss) from continuing operations before income taxes, foreign | 180 | 85 | 0 |
NOL carryforwards created by windfall tax benefits | 1,900 | ' | ' |
Federal Jurisdiction [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Net operating loss carryforwards | 5,800 | ' | ' |
State Jurisdiction [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Net operating loss carryforwards | $5,200 | ' | ' |
Income_Taxes_Provision_Benefit
Income Taxes (Provision (Benefit) for Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
United States Federal | $16 | $151 | $47 |
State | 22 | 20 | 7 |
Foreign | 71 | 36 | 14 |
Total current provision for income taxes | 109 | 207 | 68 |
Deferred: | ' | ' | ' |
United States Federal | -119 | 1,022 | 1,954 |
State | -97 | 535 | 373 |
Foreign | -27 | 0 | 40 |
Total deferred provision (benefit) for income taxes | -243 | 1,557 | 2,367 |
Less decrease in valuation allowance | 0 | 0 | -8,450 |
Net deferred (benefit) provision for income taxes | -243 | 1,557 | -6,083 |
Total (benefit) provision for income taxes | ($134) | $1,764 | ($6,015) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Deferred income tax assets: | ' | ' | ' | ' |
Stock and other compensation expense | $1,516 | $835 | ' | ' |
Net operating losses | 2,255 | 2,763 | ' | ' |
Research and development credits | 1,676 | 1,676 | ' | ' |
Other federal and state carryforwards | 414 | 375 | ' | ' |
Other | 15 | 71 | ' | ' |
Gross deferred tax assets | 5,876 | 5,720 | ' | ' |
Deferred income tax liabilities: | ' | ' | ' | ' |
Fixed assets | -469 | -566 | ' | ' |
Other | -11 | -1 | ' | ' |
Gross deferred tax liabilities | -480 | -567 | ' | ' |
Subtotal | 5,396 | 5,153 | ' | ' |
Less unrecognized tax benefit liability related to deferred items | -627 | -627 | -26 | -244 |
Net deferred tax assets | 4,769 | 4,526 | ' | ' |
Recorded as: | ' | ' | ' | ' |
Current deferred tax assets | 314 | 1,999 | ' | ' |
Non-current deferred tax assets | 4,455 | 2,527 | ' | ' |
Net deferred tax assets | $4,769 | $4,526 | ' | ' |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ' | ' |
Balance—beginning of year | $627 | $26 | $244 |
Additions for tax positions of prior years | 0 | 601 | 0 |
Reductions for tax positions of prior years | 0 | 0 | -218 |
Balance—end of year | 627 | 627 | 26 |
Unrecognized tax benefits that would impact effective tax rate | $614 | ' | ' |
Income_Taxes_Effective_Income_
Income Taxes (Effective Income Tax Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income tax expense (benefit), continuing operations, income tax reconciliation | ' | ' | ' |
Federal income tax expense (benefit) at statutory rate, amount | ($320) | $1,895 | $1,332 |
State and local taxes—net of federal benefit, amount | -75 | 310 | 251 |
Foreign taxes, amount | -3 | 14 | 54 |
Expiration of or changes to federal and state NOLs, amount | 0 | 446 | -42 |
Federal research and development credit, amount | 0 | -1,676 | 0 |
Valuation allowance, amount | 0 | 0 | -7,959 |
Permanent differences, amount | 264 | 291 | 349 |
Uncertain tax position current activity, amount | 0 | 586 | 0 |
Other, amount | 0 | -102 | 0 |
Total (benefit) provision for income taxes | ($134) | $1,764 | ($6,015) |
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 | -8.00% | 6.00% | 6.00% |
Foreign taxes | 0.00% | 0.00% | 1.00% |
Expiration of or changes to federal and state NOLs | 0.00% | 8.00% | -1.00% |
Federal research and development credit | 0.00% | -30.00% | 0.00% |
Valuation allowance | 0.00% | 0.00% | -203.00% |
Permanent differences | 28.00% | 5.00% | 9.00% |
Uncertain tax position current activity | 0.00% | 11.00% | 0.00% |
Other | 0.00% | -2.00% | 0.00% |
Total | -14.00% | 32.00% | -154.00% |
Information_About_Segment_and_2
Information About Segment and Geographic Areas (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
segment | |||
activity | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Number of business activities | 1 | ' | ' |
Number of reportable segments | 1 | ' | ' |
Schedule of revenue and long-lived tangible assets by geographic area | ' | ' | ' |
Revenue | $111,807 | $121,981 | $91,060 |
Long-lived tangible assets | 14,085 | 11,043 | ' |
United States [Member] | ' | ' | ' |
Schedule of revenue and long-lived tangible assets by geographic area | ' | ' | ' |
Revenue | 111,122 | 121,306 | 90,062 |
Long-lived tangible assets | 13,825 | 10,638 | ' |
United Kingdom [Member] | ' | ' | ' |
Schedule of revenue and long-lived tangible assets by geographic area | ' | ' | ' |
Revenue | 685 | 675 | 998 |
Netherlands [Member] | ' | ' | ' |
Schedule of revenue and long-lived tangible assets by geographic area | ' | ' | ' |
Long-lived tangible assets | $260 | $405 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Operating Lease Commitments) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense for operating leases | $1,692 | $1,529 | $1,099 |
Operating lease commitments: | ' | ' | ' |
2014 | 1,478 | ' | ' |
2015 | 988 | ' | ' |
2016 | 348 | ' | ' |
2017 | 191 | ' | ' |
2018 and Thereafter | 318 | ' | ' |
Total lease commitments | $3,323 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Capital Lease Commitments) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Capital lease commitments: | ' |
2014 | 2,038 |
2015 | 531 |
2016 and thereafter | 390 |
Gross lease commitment | 2,959 |
Less interest | -128 |
Net lease commitments | 2,831 |
Minimum [Member] | ' |
Capital Leased Assets [Line Items] | ' |
Interest rate of equipment capital lease | 3.00% |
Maximum [Member] | ' |
Capital Leased Assets [Line Items] | ' |
Interest rate of equipment capital lease | 7.00% |
Commitments_and_Contingencies_3
Commitments and Contingencies (Contract Commitments) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Contract commitments: | ' |
2014 | $4,610 |
2015 | 1,630 |
2016 | 1,080 |
2017 | 360 |
2018 and thereafter | 0 |
Total contract commitments | $7,680 |
Equity_Details
Equity (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 15, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | Automatic Conversion of Shares [Member] | Common Stock [Member] | |||
Conversion of Stock | ' | ' | ' | ' | ' |
Number of common stock shares issued upon conversion of one convertible preferred stock | ' | ' | ' | ' | 1.5 |
Percentage of outstanding shares of preferred stockholders required for conversion | ' | ' | ' | 66.00% | ' |
Minimum post-offering valuation on a fully diluted basis required | ' | ' | ' | $150 | ' |
Minimum proceeds required | ' | ' | ' | $25 | ' |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ' | ' |
Common stock, par value | $0.01 | $0.01 | $0.01 | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ' | ' |
Preferred stock, par value | $0.01 | $0.01 | $0.01 | ' | ' |
Investment_in_Equity_Interest_1
Investment in Equity Interest (Details) (Synacor China, Ltd [Member], USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | |
Common Stock [Member] | Preferred Stock [Member] | |||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | 50.00% | 100.00% |
Initial funding | ' | $400,000 | ' | ' | ' | ' |
Additional funding | 526,000 | 1,100,000 | ' | ' | ' | ' |
Term of funding (in years) | ' | '2 years | ' | ' | ' | ' |
Cumulative losses in equity interest | ' | ' | $561,000 | ($561) | ' | ' |
Stockbased_Compensation_Alloca
Stock-based Compensation (Allocation of Stock-based Compensation Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule of total stock-based compensation expense | ' | ' | ' |
Total stock-based compensation expense | $2,561 | $1,999 | $920 |
Research and development [Member] | ' | ' | ' |
Schedule of total stock-based compensation expense | ' | ' | ' |
Total stock-based compensation expense | 1,184 | 523 | 295 |
Sales and marketing [Member] | ' | ' | ' |
Schedule of total stock-based compensation expense | ' | ' | ' |
Total stock-based compensation expense | 348 | 404 | 203 |
General and administrative [Member] | ' | ' | ' |
Schedule of total stock-based compensation expense | ' | ' | ' |
Total stock-based compensation expense | $1,029 | $1,072 | $422 |
Investment_in_Equity_Interest_2
Investment in Equity Interest (Summarized Financial Information) (Details) (Synacor China, Ltd [Member], USD $) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2013 | |
Synacor China, Ltd [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Revenue | ' | $0 |
Loss from operations | ' | -561,000 |
Net loss | 561,000 | -561 |
Total assets | 442,000 | 442,000 |
Total liabilities | $77,000 | $77,000 |
Stockbased_Compensation_Stock_
Stock-based Compensation (Stock Option Activity) (Details) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 |
Summary of the status of options granted under all options | ' |
Outstanding number of stock options beginning balance | 4,510,807 |
Number of stock options granted | 1,622,750 |
Number of stock options exercised | -166,933 |
Number of stock options forfeited | -196,456 |
Outstanding number of stock options ending balance | 5,770,168 |
Outstanding number of stock options expected to vest | 5,314,102 |
Outstanding number of stock options vested and exercisable | 2,729,728 |
Weighted Average Exercise Price | ' |
Outstanding, Weighted Average Exercise Price, Beginning | $4.06 |
Weighted Average Exercise Price Granted | $3.31 |
Weighted Average Exercise Price Exercised | $1.23 |
Weighted Average Exercise Price Forfeited | $6.28 |
Outstanding, Weighted Average Exercise Price, Ending Balance | $3.85 |
Expected to vest, Weighted Average Exercise Price Ending Balance | $3.77 |
Vested and exercisable, Weighted Average Exercise Price Ending Balance | $3.24 |
Aggregate intrinsic value for outstanding-December 31, 2013 | $986 |
Aggregate intrinsic value for outstanding, expected to vest-December 31, 2013 | 985 |
Aggregate intrinsic value for outstanding, exercisable-December 31, 2013 | $980 |
Average remaining contractual term (in years) for outstanding, December 31, 2013 | '7 years 4 months 10 days |
Average remaining contractual term (in years) for outstanding, expected to vest-December 31, 2013 | '7 years 2 months 27 days |
Average remaining contractual term (in years) for outstanding, exercisable-December 31, 2013 | '5 years 9 months 4 days |
Stockbased_Compensation_Exerci
Stock-based Compensation (Exercise Price and Summary of Outstanding and Vested Stock Options) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted Average Remaining Contractual Term (in years) | '7 years 4 months 10 days | ' |
Number of Options Outstanding | 5,770,168 | 4,510,807 |
Number of Options Vested and Exercisable | 2,729,728 | ' |
.04 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 0.04 | ' |
Weighted Average Remaining Contractual Term (in years) | '4 months 24 days | ' |
Number of Options Outstanding | 30,000 | ' |
Number of Options Vested and Exercisable | 30,000 | ' |
.20 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 0.2 | ' |
Weighted Average Remaining Contractual Term (in years) | '1 year 1 month 21 days | ' |
Number of Options Outstanding | 189,780 | ' |
Number of Options Vested and Exercisable | 189,780 | ' |
.93 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 0.93 | ' |
Weighted Average Remaining Contractual Term (in years) | '3 years 3 months 15 days | ' |
Number of Options Outstanding | 57,387 | ' |
Number of Options Vested and Exercisable | 57,387 | ' |
.93 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 0.93 | ' |
Weighted Average Remaining Contractual Term (in years) | '3 years 1 month 13 days | ' |
Number of Options Outstanding | 257,162 | ' |
Number of Options Vested and Exercisable | 257,162 | ' |
2.40 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.4 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 0 months 18 days | ' |
Number of Options Outstanding | 143,311 | ' |
Number of Options Vested and Exercisable | 27,631 | ' |
2.47 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.47 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 10 months 6 days | ' |
Number of Options Outstanding | 210,000 | ' |
Number of Options Vested and Exercisable | 0 | ' |
2.52 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.52 | ' |
Weighted Average Remaining Contractual Term (in years) | '3 years 10 months 21 days | ' |
Number of Options Outstanding | 556,505 | ' |
Number of Options Vested and Exercisable | 556,505 | ' |
2.53 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.53 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 11 months 16 days | ' |
Number of Options Outstanding | 57,500 | ' |
Number of Options Vested and Exercisable | 0 | ' |
2.58 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.58 | ' |
Weighted Average Remaining Contractual Term (in years) | '5 years | ' |
Number of Options Outstanding | 48,069 | ' |
Number of Options Vested and Exercisable | 48,069 | ' |
2.68 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.68 | ' |
Weighted Average Remaining Contractual Term (in years) | '6 years 6 months 26 days | ' |
Number of Options Outstanding | 124,782 | ' |
Number of Options Vested and Exercisable | 92,575 | ' |
2.69 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.69 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 8 months 19 days | ' |
Number of Options Outstanding | 101,500 | ' |
Number of Options Vested and Exercisable | 0 | ' |
2.88 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 2.88 | ' |
Weighted Average Remaining Contractual Term (in years) | '7 years 1 month 28 days | ' |
Number of Options Outstanding | 502,314 | ' |
Number of Options Vested and Exercisable | 326,776 | ' |
3.12 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 3.12 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 2 months 12 days | ' |
Number of Options Outstanding | 45,000 | ' |
Number of Options Vested and Exercisable | 0 | ' |
3.23 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 3.23 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 5 months 19 days | ' |
Number of Options Outstanding | 43,000 | ' |
Number of Options Vested and Exercisable | 0 | ' |
3.25 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 3.25 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 6 months 26 days | ' |
Number of Options Outstanding | 47,500 | ' |
Number of Options Vested and Exercisable | 0 | ' |
3.32 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 3.32 | ' |
Weighted Average Remaining Contractual Term (in years) | '7 years 7 months 17 days | ' |
Number of Options Outstanding | 997,791 | ' |
Number of Options Vested and Exercisable | 583,084 | ' |
3.68 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 3.68 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 4 months 17 days | ' |
Number of Options Outstanding | 926,750 | ' |
Number of Options Vested and Exercisable | 8,437 | ' |
3.70 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 3.7 | ' |
Weighted Average Remaining Contractual Term (in years) | '7 years 10 months 6 days | ' |
Number of Options Outstanding | 83,802 | ' |
Number of Options Vested and Exercisable | 46,579 | ' |
5.55 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 5.55 | ' |
Weighted Average Remaining Contractual Term (in years) | '9 years 1 month 17 days | ' |
Number of Options Outstanding | 27,500 | ' |
Number of Options Vested and Exercisable | 0 | ' |
5.82 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 5.82 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 11 months 19 days | ' |
Number of Options Outstanding | 136,500 | ' |
Number of Options Vested and Exercisable | 31,213 | ' |
5.96 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 5.96 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years | ' |
Number of Options Outstanding | 418,500 | ' |
Number of Options Vested and Exercisable | 203,143 | ' |
6.71 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 6.71 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 9 months 18 days | ' |
Number of Options Outstanding | 17,500 | ' |
Number of Options Vested and Exercisable | 4,933 | ' |
7.10 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 7.1 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 3 months 15 days | ' |
Number of Options Outstanding | 434,728 | ' |
Number of Options Vested and Exercisable | 161,337 | ' |
7.61 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 7.61 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 9 months | ' |
Number of Options Outstanding | 206,750 | ' |
Number of Options Vested and Exercisable | 63,842 | ' |
11.14 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 11.14 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 4 months 24 days | ' |
Number of Options Outstanding | 56,187 | ' |
Number of Options Vested and Exercisable | 22,975 | ' |
15.00 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 15 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 6 months 18 days | ' |
Number of Options Outstanding | 12,250 | ' |
Number of Options Vested and Exercisable | 4,082 | ' |
15.45 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Exercise Price | 15.45 | ' |
Weighted Average Remaining Contractual Term (in years) | '8 years 6 months 18 days | ' |
Number of Options Outstanding | 38,100 | ' |
Number of Options Vested and Exercisable | 14,218 | ' |
Stockbased_Compensation_Summar
Stock-based Compensation (Summary of RSU Activity) (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' |
Number of Shares | ' |
Unvested—January 1, 2013 | 50,000 |
Granted | 7,500 |
Released | -12,500 |
Forfeited | 0 |
Unvested—December 31, 2013 | 45,000 |
Expected to vest —December 31, 2013 | 38,250 |
Weighted Average Grant Date Fair Value | ' |
Unvested—January 1, 2013 | $5.82 |
Granted | $3.68 |
Released | $5.82 |
Forfeited | $0 |
Unvested—December 31, 2013 | $5.46 |
Expected to vest —December 31, 2013 | $5.46 |
Stockbased_Compensation_Weight
Stock-based Compensation (Weighted-Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected dividend yield | 0.00% | ' | ' |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Volatility | 59.00% | 58.00% | 51.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate | 1.40% | 1.40% | 1.60% |
Expected term (in years) | '6 years 3 months | '6 years 3 months | '6 years 3 months |
Stockbased_Compensation_Additi
Stock-based Compensation (Additional Disclosures) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation expense | $2,561 | $1,999 | $920 |
Number of stock option plans | 4 | ' | ' |
Employee stock option plans to purchase common stock, authorized | 8,170,359 | ' | ' |
Closing stock price as reported on NASDAQ | $2.45 | ' | ' |
Total intrinsic value of options exercised | 194 | 7,622 | 6,461 |
Weighted-average grant date fair value of options granted | $1.86 | $3.97 | $1.89 |
Unrecognized compensation cost related to non-vested options granted | 6,123 | ' | ' |
Expected dividend yield | 0.00% | ' | ' |
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 | ' | ' |
Expected weighted-average period to recognize unrecognized compensation cost | '2 years 8 months 16 days | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Duration in which options vest ratable | '4 years | ' | ' |
Unrecognized compensation cost related to RSUs | $211 | ' | ' |
Expected weighted-average period to recognize unrecognized compensation cost | '2 years 11 months 19 days | ' | ' |
Vesting after Year One [Member] | Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Percent of shares vested | 25.00% | ' | ' |
Vesting after Year One [Member] | Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Percent of shares vested | 25.00% | ' | ' |
Vesting Monthly after Year One [Member] | Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Percent of shares vested | 75.00% | ' | ' |
Vesting Quarterly after Year One [Member] | Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Percent of shares vested | 75.00% | ' | ' |
Special Purpose Recruitment Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common stock shares reserved for issuance | 1,000,000 | ' | ' |
Net_Income_Loss_Per_Common_Sha2
Net Income (Loss) Per Common Share Data (Calculation of Basic and Diluted Net (Loss) Income Per Share) (Details) (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Earnings Per Share [Abstract] | ' | ' | ' | |||
Net income (loss) attributable to common stockholders | ($1,367) | $3,815 | $9,932 | |||
Less: Undistributed earnings allocated to preferred stockholders | 0 | 0 | -8,583 | |||
Net income (loss) attributable to common stockholders | -1,367 | 3,815 | 1,349 | |||
Weighted average shares used to compute net income (loss) per share attributable to common stockholders | 27,306,882 | 24,411,194 | 2,303,443 | |||
Basic net income (loss) per share | ($0.05) | $0.16 | $0.59 | |||
Diluted net income (loss0 per share: | ' | ' | ' | |||
Net income (loss) attributable to common stockholders | -1,367 | 3,815 | 1,349 | |||
Add: Undistributed earnings allocated to preferred stockholders | 0 | 0 | 8,583 | |||
Net income (loss) attributable to common stockholders | ($1,367) | $3,815 | $9,932 | |||
Weighted average shares used to compute net income (loss) per share attributable to common stockholders | 27,306,882 | 24,411,194 | 2,303,443 | |||
Add weighted-average effect of dilutive securities: | ' | ' | ' | |||
Conversion of preferred stock (as if converted basis) | 0 | 1,948,635 | 17,395,136 | |||
Stock options and RSUs | 0 | [1] | 1,737,484 | [1] | 2,275,824 | [1] |
Number of shares used in diluted calculation | 27,306,882 | [1] | 28,097,313 | [1] | 21,974,403 | [1] |
Diluted net (loss) income per share attributable to common stockholders | ($0.05) | $0.14 | $0.45 | |||
[1] | Stock options and RSUs are not included in the calculation of diluted net loss per share for the year ended December 31, 2013 because the Company had a net loss for that year. Accordingly, the inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share. |
Net_Income_Loss_Per_Common_Sha3
Net Income (Loss) Per Common Share Data (Antidilutive Securities Excluded) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive equity awards | 3,356,358 | 137,850 | 367,250 |
Stock options [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive equity awards | 3,356,358 | 137,850 | 367,250 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' |
401(K) Plan, cost recognized | $0 | $0 | $0 |