Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SYNC | |
Entity Registrant Name | Synacor, Inc. | |
Entity Central Index Key | 1,408,278 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,019,005 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 11,261 | $ 14,315 |
Accounts receivable, net of allowance of $270 and $263, respectively | 17,235 | 27,386 |
Prepaid expenses and other current assets | 5,117 | 4,862 |
Total current assets | 33,613 | 46,563 |
PROPERTY AND EQUIPMENT, net | 14,895 | 14,406 |
GOODWILL | 15,944 | 15,943 |
INTANGIBLE ASSETS, net | 14,301 | 14,837 |
OTHER LONG-TERM ASSETS | 1,753 | 1,650 |
Total assets | 80,506 | 93,399 |
CURRENT LIABILITIES: | ||
Accounts payable | 15,040 | 18,769 |
Accrued expenses and other current liabilities | 7,714 | 11,684 |
Current portion of deferred revenue | 12,157 | 12,149 |
Current portion of capital lease obligations | 1,158 | 982 |
Total current liabilities | 36,069 | 43,584 |
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS | 1,040 | 1,014 |
LONG-TERM DEBT | 5,000 | 5,000 |
DEFERRED REVENUE | 3,957 | 3,917 |
OTHER LONG-TERM LIABILITIES | 410 | 235 |
Total liabilities | 46,476 | 53,750 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock – par value $0.01 per share; authorized 10,000,000 shares; none issued | ||
Common stock – par value $0.01 per share; authorized 100,000,000 shares; 32,567,787 shares issued and 31,822,300 shares outstanding at March 31, 2017 and 31,626,635 shares issued and 30,881,148 shares outstanding at December 31, 2016 | 325 | 316 |
Treasury stock – at cost, 745,487 shares at March 31, 2017 and December 31, 2016 | (1,547) | (1,547) |
Additional paid-in capital | 118,730 | 117,747 |
Accumulated deficit | (83,506) | (76,850) |
Accumulated other comprehensive income (loss) | 28 | (17) |
Total stockholders’ equity | 34,030 | 39,649 |
Total liabilities and stockholders’ equity | $ 80,506 | $ 93,399 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets - Unaudited (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 270 | $ 263 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 32,567,787 | 31,626,635 |
Common stock, shares outstanding | 31,822,300 | 30,881,148 |
Treasury stock, shares | 745,487 | 745,487 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - Unaudited - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUE | $ 26,540 | $ 30,260 |
COSTS AND OPERATING EXPENSES: | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 12,562 | 12,972 |
Technology and development (exclusive of depreciation and amortization shown separately below) | 7,298 | 5,873 |
Sales and marketing | 6,661 | 5,650 |
General and administrative (exclusive of depreciation and amortization shown separately below) | 3,964 | 5,022 |
Depreciation and amortization | 2,184 | 2,098 |
Total costs and operating expenses | 32,669 | 31,615 |
LOSS FROM OPERATIONS | (6,129) | (1,355) |
OTHER INCOME | 6 | 2 |
INTEREST EXPENSE | (87) | (68) |
LOSS BEFORE INCOME TAXES | (6,210) | (1,421) |
INCOME TAX PROVISION | 446 | 144 |
NET LOSS | $ (6,656) | $ (1,565) |
NET LOSS PER SHARE: | ||
Basic | $ (0.21) | $ (0.05) |
Diluted | $ (0.21) | $ (0.05) |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET LOSS PER SHARE: | ||
Basic | 31,045,488 | 29,992,248 |
Diluted | 31,045,488 | 29,992,248 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (6,656) | $ (1,565) |
Other comprehensive income: | ||
Changes in foreign currency translation adjustment | 45 | 56 |
Comprehensive loss | $ (6,611) | $ (1,509) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,656) | $ (1,565) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization | 2,184 | 2,098 |
Stock-based compensation expense | 647 | 737 |
Provision for deferred income taxes | 200 | |
Increase in estimated value of contingent consideration | 107 | |
Changes in operating assets and liabilities, net of effect of acquisition: | ||
Accounts receivable, net | 10,151 | 2,883 |
Prepaid expenses and other assets | (342) | (1,039) |
Accounts payable | (3,771) | 2,252 |
Accrued expenses and other liabilities | (3,535) | (1,766) |
Deferred revenue | 48 | 248 |
Net cash (used in) provided by operating activities | (967) | 3,848 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition | (2,500) | |
Purchases of property and equipment | (1,515) | (937) |
Net cash used in investing activities | (1,515) | (3,437) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on capital lease obligations | (319) | (386) |
Proceeds from exercise of common stock options | 308 | 10 |
Deferred acquisition payment | (567) | |
Net cash used in financing activities | (578) | (376) |
Effect of exchange rate changes on cash and cash equivalents | 6 | 16 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (3,054) | 51 |
Cash and cash equivalents, beginning of period | 14,315 | 15,697 |
Cash and cash equivalents, end of period | 11,261 | 15,748 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 69 | 68 |
Cash paid for income taxes | 192 | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Liability for estimated additional acquisition consideration | 567 | |
Property, equipment and service center contracts financed under capital lease | 521 | 52 |
Accrued property and equipment expenditures | 269 | 41 |
Stock-based compensation capitalized to property and equipment | $ 37 | $ 30 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Principles | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company and Summary of Significant Accounting Principles | 1. The Company and Summary of Significant Accounting Principles Synacor, Inc., together with its consolidated subsidiaries (collectively, the “Company” or “Synacor”), is the trusted technology development, multiplatform services and revenue partner for video, internet and communications providers, device manufacturers, governments and enterprises. Synacor enables its customers to provide their consumers engaging, multiscreen experiences and advertising to their consumers that require scale, actionable data and sophisticated implementation. Basis of Presentation — The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period. The accompanying condensed consolidated balance sheet as of December 31, 2016 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Accounting Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. Concentrations of Risk — As of March 31, 2017, two customers had outstanding balances due to the Company of 10% or more of the Company’s accounts receivable. These two customers, Google and an advertising customer, had outstanding balances amounting to 14% and 10%, respectively, of the Company’s total accounts receivable at March 31, 2017. As of December 31, 2016, the Company had no customers whose outstanding balance due to the Company equaled or exceeded 10% or more of the Company’s total accounts receivable. For the three months ended March 31, 2017 and 2016, the Company had one customer, Google, which accounted for 10% or more of the Company’s revenue. Revenue from Google represented 11% and 17% of the Company’s total revenue for the three months ended March 31, 2017 and 2016, respectively. For the three months ended March 31, 2017 and 2016, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. Cost of Revenue Three Months Ended March 31, 2017 2016 Customer A 19 % 29 % Customer B * 12 % * - Less than 10% Recent Accounting Pronouncements — Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 (ASU 2014-09), Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, The Company is currently in the process of assessing the financial impact of adopting these ASUs and the methods of adoption. The Company currently recognizes subscription revenue from its Email/Collaboration contracts, which is included within recurring and fee-based revenue, over the life of the contracts (which are typically six months or longer). The Company has tentatively concluded that it is likely that this new guidance will require it to recognize a portion of the revenue from those contracts upon delivery, at the inception of the contracts, which would have the effect of accelerating recognition of revenue on such contracts, and may have a material impact on the Company’s consolidated financial statements. The standard will be effective for the Company beginning January 1, 2018. The Company anticipates adopting the standard as of its effective date of January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has not yet determined which transition method it will use. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Recently Adopted In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 2. Acquisitions In August 2015, the Company and Zimbra, Inc. (now known as “TZ Holdings”) entered into an agreement under which the Company acquired certain assets relating to TZ Holdings’ email/collaboration products and services business, including certain of its wholly-owned foreign subsidiaries, for cash consideration of $17.3 million, 2.4 million shares of common stock and warrants to purchase 480,000 shares of common stock (collectively valued at $3.2 million). The Company held back an additional 600,000 shares of common stock and warrants to purchase an additional 120,000 shares of common stock (collectively valued at $0.8 million) to secure TZ Holdings’ indemnification obligations including pending claims. The held back common shares and warrants were released to TZ holdings in March 2017. These warrants expire on September 14, 2018. Additionally, TZ Holdings was eligible to receive cash consideration of up to $2.0 million (the “Earn-Out Consideration”) upon the satisfaction of certain business performance milestones following the closing of the transaction, subject to and contingent upon any reduction to satisfy indemnification claims including pending claims. The acquisition date fair value of this contingent consideration was estimated to be $1.6 million. The Company paid $0.9 million of the earn-out consideration to TZ Holdings in November 2016, and paid $0.7 million subsequent to March, 31 2017. The amount paid subsequent to March 31, 2017 is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet as of March 31, 2017. In connection with the Company’s February 2016 acquisition of Technorati , the Company withheld $0.5 million of the purchase price to secure Technorati’s indemnification obligations under the Asset Purchase Agreement, and the Company owed approximately $0.1 million in post-closing working capital adjustments. These amounts were paid in the three months ended March 31, 2017. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 3. Goodwill and Other Intangible Assets The change in goodwill is as follows for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Balance – beginning of period $ 15,943 $ 15,187 Acquisition of Technorati — 751 Effect of foreign currency translation 1 11 Balance – end of period $ 15,944 $ 15,949 Intangible assets consisted of the following (in thousands): March 31, 2017 December 31, 2016 Customer and publisher relationships $ 14,780 $ 14,780 Technology 2,330 2,330 Trademark 300 300 17,410 17,410 Less accumulated amortization (3,109 ) (2,573 ) Intangible assets, net $ 14,301 $ 14,837 Amortization of intangible assets totaled $0.5 million for the three months ended March 31, 2017, and $0.5 million for the three months ended March 31, 2016. |
Property and Equipment - Net
Property and Equipment - Net | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment - Net | 4. Property and Equipment – Net Property and equipment, net consisted of the following (in thousands): March 31, 2017 December 31, 2016 Computer equipment (1) $ 23,599 $ 23,438 Computer software 15,198 15,198 Furniture and fixtures 2,075 2,062 Leasehold improvements 1,423 1,463 Work in process (primarily software development costs) 6,542 4,572 Other 255 249 49,092 46,982 Less accumulated depreciation (2) (34,197 ) (32,576 ) Property and equipment, net $ 14,895 $ 14,406 Notes: (1) Includes equipment and software held under capital leases of $5.7 million and $5.2 million as of March 31, 2017 and December 31, 2016, respectively. (2) Includes $3.7 million and $3.4 million of accumulated depreciation of equipment under capital leases as of March 31, 2017 and December 31, 2016, respectively. Depreciation expense for the three months ended March 31, 2017 and 2016 was $1.6 million and $1.6 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2017 December 31, 2016 Accrued compensation $ 3,583 $ 6,860 Accrued content fees 886 1,788 Accrued business acquisition consideration 733 1,193 Other 2,512 1,843 Total $ 7,714 $ 11,684 |
Information About Segment and G
Information About Segment and Geographic Areas | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Information About Segment and Geographic Areas | 6. Information About Segment and Geographic Areas Operating segments are components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a total company basis, accompanied by information about revenue by major service line for purposes of allocating resources and evaluating financial performance. Profitability measures by service line are not prepared or used. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the company level. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure. The following tables set forth revenue and long-lived tangible assets by geographic area (in thousands): Three Months Ended March 31, 2017 2016 Revenue: United States $ 21,668 $ 26,464 International 4,872 3,796 Total revenue $ 26,540 $ 30,260 March 31, 2017 December 31, 2016 Long-lived tangible assets: United States $ 14,006 $ 13,519 Canada 578 573 Other international 311 314 Total long-lived tangible assets $ 14,895 $ 14,406 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies 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 March 31, 2017 total $0.6 million for the remaining nine months of 2017. Litigation — From time to time, the Company is a party to legal actions. In the opinion of management, the outcome of these matters is not expected to have a material impact on the consolidated financial statements of the Company. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation The Company has stock-based employee compensation plans for which compensation cost is recognized in its financial statements. The cost is measured at the grant date, based on the fair value of the award, determined using the Black-Scholes option pricing model, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). No income tax deduction is allowed for incentive stock options (“ISOs”). Accordingly, no deferred income tax asset is recorded for the potential tax deduction related to these options. Expense related to stock option grants of non-qualified stock options (“NSOs”) results in a temporary difference, which gives rise to a deferred tax asset. Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows (in thousands): Three Months Ended March 31, 2017 2016 Technology and development $ 208 $ 241 Sales and marketing 168 223 General and administrative 271 273 Total stock-based compensation expense $ 647 $ 737 Stock Option Activity – A summary of the stock option activity for the three months ended March 31, 2017 is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 8,756,174 $ 2.53 Granted 1,096,000 $ 3.15 Exercised (249,684 ) $ 1.24 Forfeited or expired (55,013 ) $ 1.95 Outstanding at March 31, 2017 9,547,477 $ 2.64 7.11 $ 15,589 Vested and expected to vest at March 31, 2017 9,106,416 $ 2.64 7.02 $ 14,882 Vested and exercisable at March 31, 2017 5,056,071 $ 2.82 5.68 $ 7,887 Aggregate intrinsic value represents the difference between the Company’s closing stock price of its common stock and the exercise price of outstanding, in-the-money options. The Company’s closing stock price as reported on the Nasdaq Global Market as of March 31, 2017 was $4.15 per share. The total intrinsic value of options exercised for the three months ended March 31, 2017 was $0.5 million. The weighted average fair value of options issued during the three months ended March 31, 2017 amounted to $1.56 per option share. As of March 31, 2017, the unrecognized compensation cost related to non-vested options granted, for which vesting is probable, and adjusted for estimated forfeitures, was approximately $5.3 million. This cost is expected to be recognized over a weighted-average period of 2.8 years. The total fair value of shares vested was $0.5 million for the three months ended March 31, 2017. In addition, the Company may, from time to time, grant Restricted Stock Units (“RSUs”) to its employees. For the three months ended March 31, 2017 no RSUs were granted, released or forfeited. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share Data | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share Data | 9. Net Income (Loss) Per Common Share Data Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options, and to a lesser extent, shares issuable upon the release of RSUs. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. Stock options, warrants and Restricted Stock Units are not included in the calculation of diluted net loss per share for the three months ended March 31, 2017 and 2016 because the Company had a net loss for those periods. The inclusion of these equity awards would have had an antidilutive effect on the calculation of diluted loss per share. As such, the Company’s calculations of basic and diluted net loss per share are identical. The following table presents the calculation of basic and diluted net loss per share for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Basic and diluted net loss per share: Numerator: Net loss (in thousands) $ (6,656 ) $ (1,565 ) Denominator: Weighted average common shares outstanding 31,045,488 29,992,248 Basic and diluted net loss per share $ (0.21 ) $ (0.05 ) The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2017 2016 Anti-dilutive equity awards: Stock options and Restricted Stock Units 9,857,366 9,910,649 Warrants 600,000 480,000 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 10. Subsequent Event In April 2017, the Company completed an underwritten public offering (the “Offering”) of its common stock in which it sold 5,715,000 shares at a price of $3.50 per share. Subsequently, in May 2017, and as part of the Offering, the Company completed the sale of 472,846 additional shares of its common stock at the same price upon the exercise of the underwriters’ over-allotment option, for a total of 6,187,846 shares. The Offering resulted in total net proceeds of approximately $20.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. |
The Company and Summary of Si17
The Company and Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period. The accompanying condensed consolidated balance sheet as of December 31, 2016 was derived from the audited financial statements as of that date, but does not include all the information and footnotes required by U.S. GAAP. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
Accounting Estimates | Accounting Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. |
Concentrations of Risk | Concentrations of Risk — As of March 31, 2017, two customers had outstanding balances due to the Company of 10% or more of the Company’s accounts receivable. These two customers, Google and an advertising customer, had outstanding balances amounting to 14% and 10%, respectively, of the Company’s total accounts receivable at March 31, 2017. As of December 31, 2016, the Company had no customers whose outstanding balance due to the Company equaled or exceeded 10% or more of the Company’s total accounts receivable. For the three months ended March 31, 2017 and 2016, the Company had one customer, Google, which accounted for 10% or more of the Company’s revenue. Revenue from Google represented 11% and 17% of the Company’s total revenue for the three months ended March 31, 2017 and 2016, respectively. For the three months ended March 31, 2017 and 2016, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. Cost of Revenue Three Months Ended March 31, 2017 2016 Customer A 19 % 29 % Customer B * 12 % * - Less than 10% |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 (ASU 2014-09), Revenue from Contracts with Customers Revenue from Contracts with Customers: Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, The Company is currently in the process of assessing the financial impact of adopting these ASUs and the methods of adoption. The Company currently recognizes subscription revenue from its Email/Collaboration contracts, which is included within recurring and fee-based revenue, over the life of the contracts (which are typically six months or longer). The Company has tentatively concluded that it is likely that this new guidance will require it to recognize a portion of the revenue from those contracts upon delivery, at the inception of the contracts, which would have the effect of accelerating recognition of revenue on such contracts, and may have a material impact on the Company’s consolidated financial statements. The standard will be effective for the Company beginning January 1, 2018. The Company anticipates adopting the standard as of its effective date of January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has not yet determined which transition method it will use. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2016, the FASB ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Recently Adopted In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) |
The Company and Summary of Si18
The Company and Summary of Significant Accounting Principles (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Concentrations Equal to or Exceeding 10% of Company's Revenue, and Cost of Revenue | For the three months ended March 31, 2017 and 2016, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. Cost of Revenue Three Months Ended March 31, 2017 2016 Customer A 19 % 29 % Customer B * 12 % * - Less than 10% |
Goodwill and Other Intangible19
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Change in Goodwill | The change in goodwill is as follows for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Balance – beginning of period $ 15,943 $ 15,187 Acquisition of Technorati — 751 Effect of foreign currency translation 1 11 Balance – end of period $ 15,944 $ 15,949 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): March 31, 2017 December 31, 2016 Customer and publisher relationships $ 14,780 $ 14,780 Technology 2,330 2,330 Trademark 300 300 17,410 17,410 Less accumulated amortization (3,109 ) (2,573 ) Intangible assets, net $ 14,301 $ 14,837 |
Property and Equipment - Net (T
Property and Equipment - Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, 2017 December 31, 2016 Computer equipment (1) $ 23,599 $ 23,438 Computer software 15,198 15,198 Furniture and fixtures 2,075 2,062 Leasehold improvements 1,423 1,463 Work in process (primarily software development costs) 6,542 4,572 Other 255 249 49,092 46,982 Less accumulated depreciation (2) (34,197 ) (32,576 ) Property and equipment, net $ 14,895 $ 14,406 Notes: (1) Includes equipment and software held under capital leases of $5.7 million and $5.2 million as of March 31, 2017 and December 31, 2016, respectively. (2) Includes $3.7 million and $3.4 million of accumulated depreciation of equipment under capital leases as of March 31, 2017 and December 31, 2016, respectively. |
Accrued Expenses and Other Cu21
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, 2017 December 31, 2016 Accrued compensation $ 3,583 $ 6,860 Accrued content fees 886 1,788 Accrued business acquisition consideration 733 1,193 Other 2,512 1,843 Total $ 7,714 $ 11,684 |
Information About Segment and22
Information About Segment and Geographic Areas (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Long Lived Tangible Assets by Geographic Area | The following tables set forth revenue and long-lived tangible assets by geographic area (in thousands): Three Months Ended March 31, 2017 2016 Revenue: United States $ 21,668 $ 26,464 International 4,872 3,796 Total revenue $ 26,540 $ 30,260 March 31, 2017 December 31, 2016 Long-lived tangible assets: United States $ 14,006 $ 13,519 Canada 578 573 Other international 311 314 Total long-lived tangible assets $ 14,895 $ 14,406 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Total Stock Based Compensation Expense | Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows (in thousands): Three Months Ended March 31, 2017 2016 Technology and development $ 208 $ 241 Sales and marketing 168 223 General and administrative 271 273 Total stock-based compensation expense $ 647 $ 737 |
Summary of Stock Option Activity | Stock Option Activity – A summary of the stock option activity for the three months ended March 31, 2017 is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 8,756,174 $ 2.53 Granted 1,096,000 $ 3.15 Exercised (249,684 ) $ 1.24 Forfeited or expired (55,013 ) $ 1.95 Outstanding at March 31, 2017 9,547,477 $ 2.64 7.11 $ 15,589 Vested and expected to vest at March 31, 2017 9,106,416 $ 2.64 7.02 $ 14,882 Vested and exercisable at March 31, 2017 5,056,071 $ 2.82 5.68 $ 7,887 |
Net Income (Loss) Per Common 24
Net Income (Loss) Per Common Share Data (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net loss per share for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Basic and diluted net loss per share: Numerator: Net loss (in thousands) $ (6,656 ) $ (1,565 ) Denominator: Weighted average common shares outstanding 31,045,488 29,992,248 Basic and diluted net loss per share $ (0.21 ) $ (0.05 ) |
Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share | The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended March 31, 2017 2016 Anti-dilutive equity awards: Stock options and Restricted Stock Units 9,857,366 9,910,649 Warrants 600,000 480,000 |
The Company and Summary of Si25
The Company and Summary of Significant Accounting Principles - Concentrations of Risk - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017Customer | Mar. 31, 2016Customer | Dec. 31, 2016USD ($)Customer | |
Concentration Risk [Line Items] | |||
Increase (decrease) deferred tax assets | $ | $ 0.7 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Number of customers | 2 | 0 | |
Concentration risk, percentage | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Google [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Advertising Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Customer Concentration Risk [Member] | Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Number of customers | 1 | 1 | |
Concentration risk, percentage | 10.00% | 10.00% | |
Customer Concentration Risk [Member] | Revenue [Member] | Google [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 17.00% |
The Company and Summary of Si26
The Company and Summary of Significant Accounting Principles - Schedule of Concentrations Equal to or Exceeding 10% of Company's Revenue, and Cost of Revenue (Detail) - Customer Concentration Risk [Member] - Cost of Revenue [Member] | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 19.00% | 29.00% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | May 16, 2017 | Nov. 30, 2016 | Aug. 31, 2015 | Mar. 31, 2017 | Feb. 19, 2016 |
TZ Holdings, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 17,300,000 | ||||
Business acquisition hold back, value | 800,000 | ||||
Held back warrants expiration date | Sep. 14, 2018 | ||||
Maximum contingent cash consideration | $ 2,000,000 | ||||
Contingent consideration at fair value | $ 1,600,000 | ||||
Contingent consideration paid | $ 900,000 | ||||
TZ Holdings, Inc [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration paid | $ 700,000 | ||||
Technorati [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash withheld to secure indemnification obligations | $ 500,000 | ||||
Approximately owed, post closing working capital adjustments | $ 100,000 | ||||
Common Stock [Member] | TZ Holdings, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition equity Interest Issued, number of Shares | 2,400,000 | ||||
Business acquisition equity Interest Issued, value | $ 3,200,000 | ||||
Number of shares held back | 600,000 | ||||
Warrants [Member] | TZ Holdings, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition equity Interest Issued, number of Shares | 480,000 | ||||
Number of shares held back | 120,000 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets - Schedule of Change in Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance – beginning of period | $ 15,943 | $ 15,187 |
Acquisition of Technorati | 751 | |
Effect of foreign currency translation | 1 | 11 |
Balance – end of period | $ 15,944 | $ 15,949 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | $ 17,410 | $ 17,410 |
Less accumulated amortization | (3,109) | (2,573) |
Intangible assets, net | 14,301 | 14,837 |
Customer and Publisher Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 14,780 | 14,780 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | 2,330 | 2,330 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total gross amortizable intangible assets | $ 300 | $ 300 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Intangible Liability Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0.5 | $ 0.5 |
Property and Equipment - Net -
Property and Equipment - Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 49,092 | $ 46,982 |
Less accumulated depreciation | (34,197) | (32,576) |
Property and equipment, net | 14,895 | 14,406 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 23,599 | 23,438 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 15,198 | 15,198 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 2,075 | 2,062 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,423 | 1,463 |
Work in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 6,542 | 4,572 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 255 | $ 249 |
Property and Equipment - Net 32
Property and Equipment - Net - Schedule of Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 49,092 | $ 46,982 |
Accumulated depreciation of equipment under capital leases | 34,197 | 32,576 |
Capital Lease Obligations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation of equipment under capital leases | 3,700 | 3,400 |
Computer Equipment and Software Held Under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 5,700 | $ 5,200 |
Property and Equipment - Net 33
Property and Equipment - Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1.6 | $ 1.6 |
Accrued Expenses and Other Cu34
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued compensation | $ 3,583 | $ 6,860 |
Accrued content fees | 886 | 1,788 |
Accrued business acquisition consideration | 733 | 1,193 |
Other | 2,512 | 1,843 |
Total | $ 7,714 | $ 11,684 |
Information About Segment and35
Information About Segment and Geographic Areas - Schedule of Revenue and Long Lived Tangible Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 26,540 | $ 30,260 | |
Long-lived tangible assets | 14,895 | $ 14,406 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 21,668 | 26,464 | |
Long-lived tangible assets | 14,006 | 13,519 | |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 4,872 | $ 3,796 | |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived tangible assets | 578 | 573 | |
Other International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived tangible assets | $ 311 | $ 314 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Contract commitments | $ 0.6 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Total Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 647 | $ 737 |
Technology and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 208 | 241 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 168 | 223 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 271 | $ 273 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding number of shares beginning balance | shares | 8,756,174 |
Number of shares granted | shares | 1,096,000 |
Number of shares exercised | shares | (249,684) |
Number of shares forfeited or expired | shares | (55,013) |
Outstanding number of shares ending balance | shares | 9,547,477 |
Outstanding number of shares vested and expected to vest | shares | 9,106,416 |
Outstanding number of shares vested and exercisable | shares | 5,056,071 |
Outstanding, weighted average exercise price, beginning balance | $ / shares | $ 2.53 |
Weighted average exercise price, granted | $ / shares | 3.15 |
Weighted average exercise price, exercised | $ / shares | 1.24 |
Weighted average exercise price, forfeited or expired | $ / shares | 1.95 |
Outstanding, weighted average exercise price, ending balance | $ / shares | 2.64 |
Vested and expected to vest, weighted average exercise price, ending balance | $ / shares | 2.64 |
Vested and exercisable, weighted average exercise price, ending balance | $ / shares | $ 2.82 |
Weighted average remaining contractual term (in years), outstanding | 7 years 1 month 10 days |
Weighted average remaining contractual term (in years), vested and expected to vest | 7 years 7 days |
Weighted average remaining contractual term (in years), vested and exercisable | 5 years 8 months 5 days |
Aggregate intrinsic value, outstanding | $ | $ 15,589 |
Aggregate intrinsic value, vested and expected to vest | $ | 14,882 |
Aggregate intrinsic value, vested and exercisable | $ | $ 7,887 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Closing stock price as reported on the Nasdaq Global Market | $ / shares | $ 4.15 |
Weighted average fair value of options issued | $ / shares | $ 1.56 |
Total intrinsic value of options exercised | $ | $ 0.5 |
Unrecognized compensation cost related to non-vested options granted after adjustment for estimated forfeitures | $ | $ 5.3 |
Expected weighted average period to recognize total unrecognized compensation cost | 2 years 9 months 18 days |
Total fair value of shares vested | $ | $ 0.5 |
RSUs, granted | shares | 0 |
RSUs, released | shares | 0 |
RSUs, forfeited | shares | 0 |
Net Income (Loss) Per Common 40
Net Income (Loss) Per Common Share Data - Schedule of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss | $ (6,656) | $ (1,565) |
Denominator: | ||
Weighted average common shares outstanding | 31,045,488 | 29,992,248 |
Basic and diluted net loss per share | $ (0.21) | $ (0.05) |
Net Income (Loss) Per Common 41
Net Income (Loss) Per Common Share Data - Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity awards | 9,857,366 | 9,910,649 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity awards | 600,000 | 480,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Underwritten Public Offering [Member] - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | |
May 16, 2017 | Apr. 30, 2017 | May 16, 2017 | |
Subsequent Event [Line Items] | |||
Common stock shares issued | 472,846 | 5,715,000 | 6,187,846 |
Common stock, price per share | $ 3.50 | ||
Net proceeds from issuance of common stock, after deducting underwriting discounts and estimated offering expenses | $ 20.1 |