Document and Entity Information - USD ($) $ in Millions |
12 Months Ended | ||
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Dec. 31, 2018 |
Mar. 08, 2019 |
Jun. 29, 2018 |
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Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SYNC | ||
Entity Registrant Name | Synacor, Inc. | ||
Entity Central Index Key | 0001408278 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding | 39,052,682 | ||
Entity Public Float | $ 65.0 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
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Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 225 | $ 99 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 39,880,054 | 39,625,980 |
Common stock, shares outstanding | 39,027,572 | 38,763,760 |
Treasury stock, shares | 852,482 | 842,220 |
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
12 Months Ended | ||
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Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (7,555) | $ (9,777) | $ (10,740) |
Other comprehensive loss: | |||
Change in foreign currency translation adjustment | (313) | (12) | (19) |
Comprehensive loss | $ (7,868) | $ (9,789) | $ (10,759) |
The Company and Summary of Significant Accounting Policies |
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Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company and Summary of Significant Accounting Policies |
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Synacor, Inc., together with its consolidated subsidiaries (collectively, the “Company” or “Synacor”), is the trusted technology development, multiplatform services and revenue partner for video, internet and communications providers, device manufacturers, 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 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. Foreign Currency— The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. Cash and Cash Equivalents and Restricted Cash—The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents that are contractually restricted from operating use are classified as restricted cash and cash equivalents. The Company had no restricted cash as of the years ended December 31, 2018 and 2017. 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 that 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:
Computer hardware under capital leases and 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, exclusive of goodwill, 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 impaired, the impairment is measured and recognized as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There have been no material impairments to long-lived assets in any of the years presented, with the exception of software development costs included within property and equipment. See Software Development Costs below for further details. Other Intangible Assets —Other intangible assets consist of customer relationships, trademarks, purchased technology. Definite-lived intangible assets are amortized on a straight-line basis. The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. The Company uses undiscounted cash flow to determine whether impairment exists and measures any impairment losses using discounted cash flow. The components and original estimated economic lives of our amortizable intangible assets were as follows as of December 31, 2018 and 2017:
Amortization of intangible assets (in thousands) was $2,142 in the years ended December 31, 2018 and 2017 and $2,072 in the year ended December 31, 2016. Future amortization expense of amortizable intangible assets will be as follows: $2,142 in the year ending December 31, 2019, $2,031 in the year ending December 31, 2020, $1,411 in the year ending December 31, 2021, $1,340 in the year ending December 31, 2022, and $1,340 in the year ending December 31, 2023. Goodwill —Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment on an annual basis and more frequently if impairment indicators are present. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its estimated fair value. The Company has determined it is a single reporting unit, and estimates its fair value using a market approach. If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge is required. This charge would be recognized in the amount by which the carrying value of the reporting unit exceeds the estimated fair value of the reporting unit. The Company conducts its annual goodwill impairment test as of October 1st. For the years ended December 31, 2018, 2017, and 2016, the Company determined goodwill was not impaired. The change in goodwill is as follows for the years ended December 31, 2018 and 2017 (in thousands):
Revenue Recognition —On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASC 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with Topic 605. The effect of ASC 606 and Subtopic ASC 340-40 on our consolidated statement of operations for the year ended December 31, 2018 was that revenue, loss from operations, and net loss each would have been $0.7 million lower under ASC 605. The impact of the adoption was not material to the other lines in the consolidated statements of operations.
The effects of ASC 606 and Subtopic ASC 340-40 on our consolidated Balance sheet as of December 31, 2018 were an impact to deferred revenue, and accumulated deficit. Total deferred revenue as of December 31, 2018 would have been higher under ASC 605 by $3.2 million, of which, $2.6 million would have been classified as current. The cumulative impact of adoption was a net decrease to accumulated deficit of $2.5 million as of January 1, 2018, with the impact primarily related to revenue from subscription license. Generally, under ASC 605, subscription licenses revenue was recognized over the subscription term of the contracts. Under ASC 606, generally we determine that the license and the maintenance and support are distinct performance obligation. The obligation for the license is satisfied in full upon delivery of the license and commencement of the license period, such that revenue for such contracts are be recognized upon delivery rather than ratably over the term of the subscription. The maintenance and support continue to be recognized over the over the subscription term.
For contracts that were modified prior to January 1, 2018, we have reflected the aggregate effect of all modifications prior to the date of initial adoption in order to identify the satisfied and unsatisfied performance obligations, determine the transaction price, and allocate the transaction price to satisfied and unsatisfied performance obligations.
The following is a description of principal activities from which the Company generates revenue. Revenue is recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenue from contracts with customers.
Revenue excludes sales and usage-based taxes where it has been determined that we are acting as a pass-through agent.
Search & Digital Advertising
The Company uses internet advertising to generate revenue from the traffic on its Managed Portals and Advertising solutions, categorized as search advertising and digital advertising. For search advertising, the Company has a revenue-sharing relationship with Google, pursuant to which the Company includes a Google-branded search tool on its Managed Portals. For revenue earned under this relationship the Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). When a Google 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. The payment received from Google is recognized as revenue. Digital advertising includes video, image and text advertisements delivered on its Managed Portals. Advertising inventory is filled with advertisements sourced by the Company’s direct sales force and advertising network partners. Revenue is generated when an advertisement displays, otherwise known as an impression, or when consumers view or click an advertisement, otherwise known as an action. Digital advertising revenue is on a cost per impression or cost per action basis. Digital advertising also includes advertising fees received for the placement of syndicated digital advertisements with other digital advertising publishers, for which the Company acquires and pay for the space (inventory) on a cost per impression or cost per action basis. Revenue is recognized based on amounts received from advertising customers as the impressions are delivered or the actions occur, according to contractually-determined rates.
Recurring and Fee-Based
Recurring and fee-based revenue includes subscription fees and other fees that are received from customers for the use of the Company’s proprietary technology, including the use of, or access to, email, Cloud ID, security services, games and other premium services and paid content. Monthly subscriber levels typically form the basis for generating recurring and fee-based revenue. This revenue is typically determined by multiplying a per-subscriber per-month fee by the number of subscribers using the particular services being offered or consumed, except in the case of software licenses and support, which are based on a fixed fee. Revenue earned as subscription fees and maintenance and support fees is recognized from customers as its obligation to deliver the service is satisfied, which is when the service is delivered. Revenue is also recognized from the licensing and distribution of the Company’s Email/Collaboration products and services, including licenses of intellectual property. Software license revenue is recognized up front upon delivery of the licensed product and the utility that enables the customer to access authorization keys, provided that a signed contract has been received. The Company typically sells term-based software licenses that expire, which are referred to as subscription licenses, but also sell perpetual licenses for its Email products. The software is delivered before related services are provided and is functional without professional services, updates, and technical support.
Many of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of software licenses are typically estimated using the residual approach. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis. The Company usually expects payment within 30 to 90 days from the invoice date (fulfillment of performance obligations or per contract terms). None of the Company’s contracts as of December 31, 2018 contained a significant financing component. Differences between the amount of revenue recognized and the amount invoiced, collected from, or paid to its customers are recognized as deferred revenue. Disaggregation of revenue
The following table provides information about disaggregated revenue for the year ended December 31, 2018 reportable types and timing of revenue recognition (in thousands):
As noted above, prior period amounts have not been adjusted under the modified retrospective method. The following table shows the revenue in each reportable type for the years ended December 31, 2018, 2017 and 2016 (in thousands):
Refer to Note 6 – Information about Segment and Geographic Areas for further information, including revenue disaggregated by geographic area. Remaining Performance Obligations
Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from software licenses, professional services, and maintenance agreements. The timing of revenue recognition may differ from the timing of billings to customers. The changes in deferred revenue, inclusive of both current and long-term, are as follows (in thousands):
The majority of the deferred revenue balance above relates to the maintenance and support contracts for Email software licenses. These are recognized straight-line over the life of the contract, with the majority of the balance being recognized within the next twelve months. Practical Expedients The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Cost of Revenue —Cost of revenue consists primarily of revenue sharing, content acquisition costs, co-location facility costs, royalty costs and product support costs. Revenue sharing consists of amounts accrued and paid to customers for the internet traffic on Managed Portals where the Company is the primary obligor, resulting in the generation of search and digital advertising revenue. The revenue-sharing agreements with customers are primarily variable payments based on a percentage of the search and digital 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. Royalty costs consist of amounts due to third parties for the license of their applications or technology sold with or embedded in our email software. Product support costs consist of employee and operating costs directly related to the Company’s maintenance and professional services support. Concentrations of Risk — As of December 31, 2018 and 2017, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows:
For the years ended December 31, 2018, 2017, and 2016 the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows:
For the years ended December 31, 2018, 2017, and 2016, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue.
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash primarily in checking and money market accounts with high credit quality financial institutions, which, at times, have exceeded federally insured limits of $0.25 million. Although the Company maintains balances that exceed the federally insured limit, it has not experienced any losses related to these balances and believes credit risk to be minimal. Software Development Costs —The Company capitalizes certain costs incurred for the development of internal use software, as well as the costs of developing software for sale or license to customers. Internal use software includes the Company’s proprietary portal software and related applications, CloudID authentication software, and various applications used in the management of the Company’s portals. Software for sale or license to customers includes the Company’s proprietary Email/Collaboration offerings. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage (subsequent to the achievement of technological feasibility on software to be sold or licensed) of new software development as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for sale or license to customers are amortized over the estimated useful life of the applicable software. In 2018, 2017 and 2016, the Company incurred a total of $5.3 million, $6.5 million and $4.5 million of combined internal and external costs related to the application development stage. Of this amount, $1.5 million, $2.8 million and $0.8 were incurred for the development of software for sale or license in 2018, 2017 and 2016, respectively. Amortization of software capitalized for internal use was $2.9 million, $5.1 million, $3.1 million for 2018, 2017 and 2016 respectively and included in depreciation and amortization in the consolidated statement of operations. Amortization of software for sale or license in 2018 was $0.2 million and was included in cost of revenue. Amortization of software for sale or license was not material in 2017 or 2016. Internal and external training and maintenance costs are expensed as incurred. Impairment charges related to software were $0.6 million in 2018, $0.3 million in 2017 and $0.3 million in 2016 related as a result of circumstances that indicated that the carrying values of the assets were not fully recoverable. The Company utilizes the discounted cash flow method to determine the fair value of the capitalized software assets. Impairment charges are included in general and administrative expense in the consolidated statement of operations. Technology and Development —Technology and development expenses consist primarily of compensation-related expenses incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure. 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 costs are expensed as incurred. Advertising costs totaled $0.4 million in 2018, 2017 and 2016, respectively. General and Administrative —General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, professional fees and other administrative functions. Earnings (Loss) Per Share —Basic earnings (loss) per share (“EPS”) is calculated in accordance with the Financial Accounting Standards Board (“FASB”) ASC 260, Earnings per Share, using the weighted average number of common shares outstanding during each period. 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, stock options, warrants and restricted stock units (“RSUs”) 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. 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 pre-vesting 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. 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, 2018 and 2017, accrued interest or penalties related to uncertain tax positions was insignificant. Reduction In Workforce — In the third quarter of fiscal year 2018, management approved a cost reduction plan. The plan involved a reduction in the Company’s workforce by approximately 25 employees. The pre-tax severance charge and outplacement services resulting from the reduction in workforce, combined with the Company’s separation from its former Chief Financial Officer, amounted to $1.1 million. Of the $1.1 million in costs, $0.4 million was recorded to both sales and marketing and general and administrative expenses and $0.3 million was recorded to technology and development in the accompanying consolidated statement of operations for the year ended December 31, 2018. 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. Actual results may differ from estimated amounts. Fair Value Measurements —Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period. The fair value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximates their carrying value due to their short-term nature. The carrying amounts of the Company’s capital leases 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, 2018 and 2017. The provisions of FASB 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. Applicable Recent Accounting Pronouncements — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional, optional transition method with which to adopt the new leases standard. This additional transition method allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, rather than in the earliest period presented in the financial statements, as originally required by ASU 2016-02. The Company will adopt the standard using the additional transition method introduced by ASU 2018-11. The Company will elect the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that exist prior to adoption of the new standard. The Company will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company expects to record additional right-of-use assets and additional lease liabilities in the range of $9.0 million to $11.0 million on our consolidated balance sheet as of January 1, 2019. The Company does not expect that the adoption of this guidance will have a material impact to the Company's consolidated statements of operations or the consolidated statement of cash flows. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting For Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. Adoption of this guidance is required for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and early adoption is permitted. Entities are permitted to choose to adopt the new guidance (1) prospectively for eligible costs incurred on or after the date this guidance is first applied or (2) retrospectively. The Company is evaluating the impact of this new accounting standard on its financial statements. In August 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification. This final rule amends certain disclosure requirements that are redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expand the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective for the Company for all filings made on or after November 5, 2018. The SEC staff clarified that the first presentation of the changes in shareholders’ equity may be included in the first Form 10-Q for the quarter that begins after the effective date of the amendments. The adoption of the final rule did not have a material impact on the Company’s consolidated financial statements. The Company will change its presentation of shareholder's equity in the first quarter of 2019. Recently Adopted In May 2014, the FASB issued Topic 606, which supersedes the revenue recognition requirements in Topic 605. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. See Revenue Recognition above for further details. The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have minimal impact on the Company’s financial statements and related disclosures. |
Property and Equipment-Net |
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Property Plant And Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment-Net |
2. PROPERTY AND EQUIPMENT—NET As of December 31, 2018 and 2017, property and equipment-net consisted of the following (in thousands):
Property and equipment includes computer equipment held under capital leases of $8.4 million and $11.1 million as of December 31, 2018 and 2017, respectively. Accumulated depreciation of computer equipment and software held under capital leases amounted to $5.0 million and $5.4 million as of December 31, 2018 and 2017, respectively. Depreciation expense was $7.5 million, $7.6 million, and $7.2 million for the years ended December 31, 2018, 2017, and 2016, respectively. Impairments of internally-developed software of $0.6 million and $0.3 million for the years ended December 31, 2018 and 2017, respectively were charged to general and administrative expense. |
Accrued Expenses and Other Current Liabilities |
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Payables And Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities |
3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2018 and 2017, accrued expenses and other current liabilities consisted of the following (in thousands):
Included in accrued compensation are accrued severance costs. In 2018, the Company initiated a cost reduction program to drive overall efficiency while adding capacity and streamlining the organization. These action resulted in workforce reductions, office consolidations and consolidating operations. Severance costs charged to sales and marketing and general and administrative expenses were each $0.4 million, and $0.3 million was charged to technology and development expenses for the year ended December 31, 2018 (in thousands).
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Long-Term Debt |
12 Months Ended |
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Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt |
4. LONG-TERM DEBT In September 2013, the Company entered into a Loan and Security Agreement, with Silicon Valley Bank (“SVB”), which was amended as of September 2018 (as amended, the “Loan Agreement”). The Loan Agreement provides for a $12.0 million secured revolving line of credit with a stated maturity of January 23, 2019. The credit facility is available for cash borrowings, subject to a formula based upon eligible accounts receivable. As of December 31, 2018, there were no borrowings outstanding under the Loan Agreement, and subject to the operation of the borrowing formula, $12.0 million was available for draw under the Loan Agreement. On February 1, 2019, the Company entered into the Ninth Amendment to Loan and Security Agreement, which extended the maturity date of the agreement to July 22, 2019, and modified the borrowing formula. Borrowings under the Loan Agreement bear interest, at the Company’s election, at an annual rate based on either the “prime rate” as published in The Wall Street Journal or LIBOR for the relevant period. If the Company’s liquidity coverage ratio (the ratio of cash plus eligible accounts receivable to borrowings under the Agreement) exceeds 2.75 to 1, LIBOR-based advances bear interest at LIBOR plus 3.5% and prime rate advances bear interest at the prime rate plus 1.0%. If the Company’s liquidity coverage ratio falls below 2.75 to 1, LIBOR-based advances bear interest at LIBOR plus 4.0% and prime rate advances bear interest at the prime rate plus 1.5%. For LIBOR advances, interest is payable (i) on the last day of a LIBOR interest period or (ii) on the last day of each calendar quarter. For prime rate advances, interest is payable (a) on the first day of each month and (b) on each date a prime rate advance is converted into a LIBOR advance. The Company’s obligations to SVB are secured by a first priority security interest in all our assets, including our intellectual property. The Loan Agreement contains customary events of default, including non-payment of principal or interest, violations of covenants, material adverse changes, cross-default, bankruptcy and material judgments. Upon the occurrence of an event of default, SVB may accelerate repayment of any outstanding balance. The Loan Agreement also contains certain financial covenants and other agreements that are customary in loan agreements of this type, including restrictions on paying dividends and making distributions to our stockholders. As of December 31, 2018, the Company was in compliance with the financial covenants. |
Income Taxes |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
5. INCOME TAXES Income (loss) before income tax expense was attributable to the following jurisdictions (in thousands):
The provision (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016, was comprised of the following (in thousands):
The income tax effects of significant temporary differences and carryforwards that give rise to deferred income tax assets and liabilities as of December 31, 2018 and 2017 are as follows (in thousands):
There have been no additions or reductions to the unrecognized tax benefit of $0.6 million in any of the years ended December 31, 2018, 2017 and 2016. The unrecognized tax benefits at the end of 2018, 2017 and 2016 were primarily related to research and development carryforwards. If the $0.6 million of unrecognized tax benefits as of December 31, 2018 were recognized, approximately $0.6 million would decrease the effective tax rate in the period in which each of the benefits is recognized. 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, 2018 and 2017, penalties and interest were insignificant. The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. states and foreign jurisdictions. The tax years 2005 to 2018 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. Income tax expense for the years ended December 31, 2018, 2017 and 2016 differs from the expected income tax benefit calculated using the statutory U.S. Federal income tax rate as follows (dollars in thousands):
On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act included significant changes to the U.S. corporate income tax system including the following: the tax rate on corporations was reduced from 35% to 21%; a limitation on the deduction of interest expense was enacted; eliminating the corporate alternative minimum tax ("AMT") and changing how existing AMT credits can be realized; certain tangible property acquired after September 27, 2017 will qualify for 100% expensing; gain from the sale of a partnership interest by a foreign person will be subject to U.S. tax to the extent that the partnership is engaged in a trade or business; a special deduction for qualified business income from pass-through entities was added; U.S. federal income taxes on foreign earnings was eliminated (subject to several important exceptions), and new provisions designed to tax currently global intangible low-taxed income and a new base erosion anti-abuse tax were added.
As a result of the reduction in the U.S. corporate income rate from 35% to 21% under the Tax Act, the Company revalued its deferred income tax assets and liabilities at December 31, 2017, recording a net reduction of both the Company’s deferred income tax liability at December 31, 2017 and income tax provision for the year ended December 31, 2017 in the amount of $0.2 million. The net benefit for 2017 consisted of the release of the valuation allowance on the Company's AMT credit carryforward, which will be refunded on or before 2021. The one-time transition tax liability of foreign subsidiaries, calculated based on earning and profits (“E&P”) that were previously deferred from U. S. income taxes had a net effect of zero due to Company’s NOLs. As of December 31, 2018, the Company had completed its accounting for all of the tax effects of the enactment of the Act, including the effects on its existing deferred tax balances and the one-time transition tax. The Company has not recognized any material adjustment to the provisional tax expense estimate previously recorded related to the Tax Act.
No additional U.S. income taxes or foreign withholding taxes have been provided for any additional outside basis differences inherent in the Company’s foreign entities as the Company does not have any material unremitted earnings of the subsidiaries outside of the United States.
At December 31, 2018 and December 31, 2017, the Company has federal and state NOL carryforwards of approximately $36.6 million and $26.8 million, respectively, including approximately $2.2 million of NOL carryforwards created by windfall tax benefits relating to stock compensation expense. The NOLs generated prior to December 31, 2017, will begin to expire in 2028. The Company has weighed all the available evidence both positive and negative and has determined that the Company more likely than not will not be able to generate sufficient taxable income in the future to be able to utilize the entire NOL in future periods. Therefore, a full valuation allowance has been recorded against the net deferred income tax asset as of December 31, 2018 and 2017. The deferred income tax provision is primarily due to the recognition of deferred tax liabilities relating to indefinite-lived goodwill that cannot be predicted to reverse for book purposes during the Company’s loss carry-forward periods.
Utilization of certain NOLs and credit carryforwards may be subject to an annual limitation due to ownership change limitations set forth in the Internal Revenue Code of 1986, as amended, or the Code, and comparable state income tax laws. Any future annual limitation may result in the expiration of NOLs and credit carryforwards before utilization. A prior ownership change and certain acquisitions resulted in the Company having NOLs subject to insignificant annual limitations. Additionally, for tax years beginning after December 31, 2017, the Tax Act limits the NOL deduction to 80% of taxable income, repeals carryback of all NOLs arising in a tax year ended after 2017, and permits indefinite carryforward for all such NOLs. NOL’s arising in a tax year ended in or before 2017 can offset 100% of taxable income, are available for carryback, and expire 20 years after they arise. |
Information About Segment and Geographic Areas |
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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 operating results and financial information presented on a total Company basis, accompanied by information about revenue by major service line for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure. The following table sets forth revenue and long-lived tangible assets by geographic area (in thousands):
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Commitments and Contingencies |
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Commitments And Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
7. 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 4% to 7%. Rent expense for operating leases was approximately $4.6 million, $3.5 million and $3.1 million for 2018, 2017 and 2016, respectively. Lease commitments over the next five years as of December 31, 2018 can be summarized as follows (in thousands):
Contract Commitments —The Company is obligated to make payments under various contracts with vendors and other business partners, principally for revenue-share arrangements. Contract commitments as of December 31, 2018 can be summarized as follows (in thousands):
Litigation —The Company is awaiting a decision of an arbitration tribunal following a binding arbitration that took place on July 30, 2018 between the Company and Maxit Technology Incorporated and Maxit Technology Holdings Limited, or Maxit, who were formerly the Company’s joint venture partners in China. After unsuccessful settlement discussions between the parties, on January 25, 2016, Maxit requested arbitration under the Rules of the International Chamber of Commerce. In its request for arbitration, Maxit asserted claims for breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, and negligent misrepresentation, all arising out of the Company’s alleged failure to provide capital and software as required by the joint venture agreement. In its request, Maxit sought an award of money damages based on its share of the lost potential value of the joint venture, as well as a percentage of revenue from any future sales to customers originally introduced by Maxit, interest and legal expenses. Maxit alleges that its share of the lost potential value is approximately $15 million. Based in part on an independent appraisal, the Company assessed the lost potential value at only $0.6 million, for which half of this amount (based on 50/50 ownership) has been reserved in its financial statements. The Company contested Maxit’s claims vigorously, and while it is not possible at this time to predict the outcome of the arbitration, the Company continues to believe that Maxit’s claims are without merit. The Company anticipates a decision by the arbitration tribunal before the end of the second quarter of 2019. The Company and its Chief Executive Officer and former Chief Financial Officer were named as defendants in a federal securities class action lawsuit filed April 4, 2018 in the United States District Court for the Southern District of New York. The class includes persons who purchased the Company’s shares between May 4, 2016 and March 15, 2018. The plaintiff alleged that the Company made materially false and misleading statements regarding its contract with AT&T and the timing of revenue to be derived therefrom, and that as a result class members suffered losses because Synacor shares traded at artificially inflated prices. The plaintiff sought an unspecified amount of damages, as well as interest, attorneys’ fees and legal expenses. The court appointed a lead plaintiff and approved plaintiff’s selection of lead counsel on July 6, 2018. On October 16, 2018 the court appointed new lead counsel and confirmed the lead plaintiff. The plaintiff filed an amended complaint on November 2, 2018, and the Company filed a motion to dismiss on December 17, 2018. The Company disputes these claims and intends to defend them vigorously. The liabilities related to this lawsuit are covered by D&O insurance after the Company reaches its deductible. In addition, the Company is, from time to time, party to litigation arising in the ordinary course of business. It does not believe that the outcome of these claims will have a material adverse effect on its consolidated financial position, results of operations or cash flows based on the status of proceedings at this time. However, regardless of the outcome, such proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of resources and other factors. |
Equity |
12 Months Ended |
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Dec. 31, 2018 | |
Equity [Abstract] | |
Equity |
8. EQUITY Stock Offering — 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 $20.0 million, after deducting underwriting discounts and commissions totaling $1.4 million and other offering expenses totaling $0.2 million. Stock Repurchases —In February 2014, the board of directors approved a Stock Repurchase Program, which authorizes a repurchase of up to $5.0 million worth of the Company’s outstanding common stock. The Stock Repurchase Program has no expiration date, and may be suspended or discontinued at any time without notice. There were no repurchases under this program in 2018, 2017 or 2016. The Company has repurchased $0.6 million of its outstanding stock under this authorization to date. Withhold to Cover —During the years ended December 31, 2018, 2017, and 2016, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock awards, authorized the withholding of shares of the Company’s common stock to satisfy their minimum statutory tax withholding requirements related to such vesting. These shares were recorded as treasury stock using the cost method at the per share closing price on the date of vesting. Warrants —Warrants to purchase 600,000 shares of common stock were issued as a component of the consideration transferred for an acquisition that occurred in 2015. These warrants expired unexercised as of August 2018. |
Stock-based Compensation |
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Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation |
9. STOCK-BASED COMPENSATION The fair value of options granted to employees is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the Company’s common stock, the expected term (the period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, a risk-free interest rate and expected dividends. The Company also estimates forfeitures of unvested stock options. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period estimates are revised. No compensation cost is recorded for options that do not vest. Volatility is based on the blended average historic price volatility for Synacor Inc. and its industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry, some larger and some similar in size, at a similar stage of life cycle and having similar financial leverage. 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 (excluding replacement options in conjunction with modifications described below) during the periods presented:
The Company recorded $1.8 million, $2.5 million, and $2.8 million of stock-based compensation expense for the years ended December 31, 2018, 2017, and 2016, respectively. Expense related to stock option grants of non-qualified stock options (“NSOs”) results in a temporary tax difference, which gives rise to a deferred income tax asset. Total stock-based compensation expense included in the accompanying consolidated statements of operations for the years ended December 31, 2018, 2017, and 2016, is as follows (in thousands):
Equity Incentive Plans —The Company has two stock option plans (the 2006 Stock Plan and the Amended and Restated 2012 Equity Incentive Plan), which, as of December 31, 2018, authorize the Company to grant up to 14.3 million stock options (ISOs and NSOs), stock appreciation rights, restricted stock, 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. RSUs generally vest over a three year period with one-sixth vesting at the end of each six-month period. 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 were reserved for issuance and have all been granted under this plan. Stock Option Activity —A summary of stock option activity for the year ended December 31, 2018 is as follows:
Aggregate intrinsic value represents the difference between the closing stock price of the Company’s common stock and the exercise price of outstanding, in-the-money options. The Company’s closing stock price as reported on the Nasdaq as of December 31, 2018 was $1.48. The total intrinsic value of options exercised was $0.0 million, $1.1 million, and $0.7 million for the years ended December 31, 2018, 2017, and 2016, respectively. The weighted-average grant date fair value of options granted was $1.02 per share, $1.13 per share, and $0.95 per share for the years ended December 31, 2018, 2017, and 2016, respectively. As of December 31, 2018, total unrecognized compensation cost, adjusted for estimated forfeitures, related to nonvested stock options was approximately $2.4 million, which is expected to be recognized over a weighted-average period of 2.5 years. RSU Activity —A summary of RSU activity for the year ended December 31, 2018 is as follows:
As of December 31, 2018, total unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs was not material. |
Net Loss Per Common Share Data |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Common Share Data |
10. NET LOSS PER COMMON SHARE DATA Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The Company’s potential common shares consist of the incremental common shares issuable upon the exercise of stock options, warrants, and to a lesser extent, shares issuable upon the release of RSUs. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented:
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Sale of Investment |
12 Months Ended |
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Dec. 31, 2018 | |
Investments All Other Investments [Abstract] | |
Sale of Investment |
11. SALE OF INVESTMENT In July 2013, the Company made a $1.0 million strategic investment in the form of a convertible promissory note (the “note”) in Blazer and Flip Flops, Inc. (“B&FF”), doing business as “The Experience Engine”, a privately-held Delaware corporation. The Company desired to gain access to the expertise of B&FF’s principals in integrating its customers’ systems with their customers’ devices, including smartphones and tablets. In March 2015, the note was converted into preferred stock of B&FF and was subsequently accounted for as a cost method investment.
In August 2017, B&FF was acquired by accesso Technology Group, plc, a U.K. public company, and the Company received, in connection with the sale of its investment in B&FF, cash consideration of $2.2 million and stock in the acquiring company valued at approximately $0.4 million. This stock was sold in September 2017 for $0.5 million. The Company recorded a gain on sale of investment of $2.0 million in the year ended December 31, 2017. In addition, the Company stands to receive contingent consideration of cash and stock totaling $0.4 million, which was held back to secure B&FF’s indemnification obligations under the purchase and sale agreement. These amounts have been valued at $0.4 million as of December 31, 2018 and may be received after the 18-month indemnification period expires. |
Employee Benefit Plan |
12 Months Ended |
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Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan |
12. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) profit sharing plan that covers substantially all employees. Under the plan, eligible employees are permitted to contribute a portion of gross compensation not to exceed standard limitations provided by the Internal Revenue Service. The Company maintains the right to match employee contributions, and contributed $0.2 million and $0.3 million for 2018 and 2017 respectively. No matching contributions were made during the year ended December 31, 2016. |
The Company and Summary of Significant Accounting Policies (Policies) |
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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 (“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. |
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Foreign Currency |
Foreign Currency— The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the period. |
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Cash and Cash Equivalents and Restricted Cash |
Cash and Cash Equivalents and Restricted Cash—The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents that are contractually restricted from operating use are classified as restricted cash and cash equivalents. The Company had no restricted cash as of the years ended December 31, 2018 and 2017. |
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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 that 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. |
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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:
Computer hardware under capital leases and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. |
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Long-Lived Assets |
Long-Lived Assets —The Company reviews the carrying value of its long-lived assets, exclusive of goodwill, 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 impaired, the impairment is measured and recognized as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There have been no material impairments to long-lived assets in any of the years presented, with the exception of software development costs included within property and equipment. See Software Development Costs below for further details. |
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Other Intangible Assets |
Other Intangible Assets —Other intangible assets consist of customer relationships, trademarks, purchased technology. Definite-lived intangible assets are amortized on a straight-line basis. The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. The Company uses undiscounted cash flow to determine whether impairment exists and measures any impairment losses using discounted cash flow. The components and original estimated economic lives of our amortizable intangible assets were as follows as of December 31, 2018 and 2017:
Amortization of intangible assets (in thousands) was $2,142 in the years ended December 31, 2018 and 2017 and $2,072 in the year ended December 31, 2016. Future amortization expense of amortizable intangible assets will be as follows: $2,142 in the year ending December 31, 2019, $2,031 in the year ending December 31, 2020, $1,411 in the year ending December 31, 2021, $1,340 in the year ending December 31, 2022, and $1,340 in the year ending December 31, 2023. |
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Goodwill |
Goodwill —Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment on an annual basis and more frequently if impairment indicators are present. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its estimated fair value. The Company has determined it is a single reporting unit, and estimates its fair value using a market approach. If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge is required. This charge would be recognized in the amount by which the carrying value of the reporting unit exceeds the estimated fair value of the reporting unit. The Company conducts its annual goodwill impairment test as of October 1st. For the years ended December 31, 2018, 2017, and 2016, the Company determined goodwill was not impaired. The change in goodwill is as follows for the years ended December 31, 2018 and 2017 (in thousands):
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Revenue Recognition |
Revenue Recognition —On January 1, 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASC 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605), using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with Topic 605. The effect of ASC 606 and Subtopic ASC 340-40 on our consolidated statement of operations for the year ended December 31, 2018 was that revenue, loss from operations, and net loss each would have been $0.7 million lower under ASC 605. The impact of the adoption was not material to the other lines in the consolidated statements of operations.
The effects of ASC 606 and Subtopic ASC 340-40 on our consolidated Balance sheet as of December 31, 2018 were an impact to deferred revenue, and accumulated deficit. Total deferred revenue as of December 31, 2018 would have been higher under ASC 605 by $3.2 million, of which, $2.6 million would have been classified as current. The cumulative impact of adoption was a net decrease to accumulated deficit of $2.5 million as of January 1, 2018, with the impact primarily related to revenue from subscription license. Generally, under ASC 605, subscription licenses revenue was recognized over the subscription term of the contracts. Under ASC 606, generally we determine that the license and the maintenance and support are distinct performance obligation. The obligation for the license is satisfied in full upon delivery of the license and commencement of the license period, such that revenue for such contracts are be recognized upon delivery rather than ratably over the term of the subscription. The maintenance and support continue to be recognized over the over the subscription term.
For contracts that were modified prior to January 1, 2018, we have reflected the aggregate effect of all modifications prior to the date of initial adoption in order to identify the satisfied and unsatisfied performance obligations, determine the transaction price, and allocate the transaction price to satisfied and unsatisfied performance obligations.
The following is a description of principal activities from which the Company generates revenue. Revenue is recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The Company generates all of its revenue from contracts with customers.
Revenue excludes sales and usage-based taxes where it has been determined that we are acting as a pass-through agent.
Search & Digital Advertising
The Company uses internet advertising to generate revenue from the traffic on its Managed Portals and Advertising solutions, categorized as search advertising and digital advertising. For search advertising, the Company has a revenue-sharing relationship with Google, pursuant to which the Company includes a Google-branded search tool on its Managed Portals. For revenue earned under this relationship the Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). When a Google 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. The payment received from Google is recognized as revenue. Digital advertising includes video, image and text advertisements delivered on its Managed Portals. Advertising inventory is filled with advertisements sourced by the Company’s direct sales force and advertising network partners. Revenue is generated when an advertisement displays, otherwise known as an impression, or when consumers view or click an advertisement, otherwise known as an action. Digital advertising revenue is on a cost per impression or cost per action basis. Digital advertising also includes advertising fees received for the placement of syndicated digital advertisements with other digital advertising publishers, for which the Company acquires and pay for the space (inventory) on a cost per impression or cost per action basis. Revenue is recognized based on amounts received from advertising customers as the impressions are delivered or the actions occur, according to contractually-determined rates.
Recurring and Fee-Based
Recurring and fee-based revenue includes subscription fees and other fees that are received from customers for the use of the Company’s proprietary technology, including the use of, or access to, email, Cloud ID, security services, games and other premium services and paid content. Monthly subscriber levels typically form the basis for generating recurring and fee-based revenue. This revenue is typically determined by multiplying a per-subscriber per-month fee by the number of subscribers using the particular services being offered or consumed, except in the case of software licenses and support, which are based on a fixed fee. Revenue earned as subscription fees and maintenance and support fees is recognized from customers as its obligation to deliver the service is satisfied, which is when the service is delivered. Revenue is also recognized from the licensing and distribution of the Company’s Email/Collaboration products and services, including licenses of intellectual property. Software license revenue is recognized up front upon delivery of the licensed product and the utility that enables the customer to access authorization keys, provided that a signed contract has been received. The Company typically sells term-based software licenses that expire, which are referred to as subscription licenses, but also sell perpetual licenses for its Email products. The software is delivered before related services are provided and is functional without professional services, updates, and technical support.
Many of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of software licenses are typically estimated using the residual approach. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis. The Company usually expects payment within 30 to 90 days from the invoice date (fulfillment of performance obligations or per contract terms). None of the Company’s contracts as of December 31, 2018 contained a significant financing component. Differences between the amount of revenue recognized and the amount invoiced, collected from, or paid to its customers are recognized as deferred revenue. Disaggregation of revenue
The following table provides information about disaggregated revenue for the year ended December 31, 2018 reportable types and timing of revenue recognition (in thousands):
As noted above, prior period amounts have not been adjusted under the modified retrospective method. The following table shows the revenue in each reportable type for the years ended December 31, 2018, 2017 and 2016 (in thousands):
Refer to Note 6 – Information about Segment and Geographic Areas for further information, including revenue disaggregated by geographic area. Remaining Performance Obligations
Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from software licenses, professional services, and maintenance agreements. The timing of revenue recognition may differ from the timing of billings to customers. The changes in deferred revenue, inclusive of both current and long-term, are as follows (in thousands):
The majority of the deferred revenue balance above relates to the maintenance and support contracts for Email software licenses. These are recognized straight-line over the life of the contract, with the majority of the balance being recognized within the next twelve months. Practical Expedients The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. |
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Cost of Revenue |
Cost of Revenue —Cost of revenue consists primarily of revenue sharing, content acquisition costs, co-location facility costs, royalty costs and product support costs. Revenue sharing consists of amounts accrued and paid to customers for the internet traffic on Managed Portals where the Company is the primary obligor, resulting in the generation of search and digital advertising revenue. The revenue-sharing agreements with customers are primarily variable payments based on a percentage of the search and digital 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. Royalty costs consist of amounts due to third parties for the license of their applications or technology sold with or embedded in our email software. Product support costs consist of employee and operating costs directly related to the Company’s maintenance and professional services support. |
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Concentrations of Risk |
Concentrations of Risk — As of December 31, 2018 and 2017, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows:
For the years ended December 31, 2018, 2017, and 2016 the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows:
For the years ended December 31, 2018, 2017, and 2016, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue.
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash primarily in checking and money market accounts with high credit quality financial institutions, which, at times, have exceeded federally insured limits of $0.25 million. Although the Company maintains balances that exceed the federally insured limit, it has not experienced any losses related to these balances and believes credit risk to be minimal. |
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Software Development Costs |
Software Development Costs —The Company capitalizes certain costs incurred for the development of internal use software, as well as the costs of developing software for sale or license to customers. Internal use software includes the Company’s proprietary portal software and related applications, CloudID authentication software, and various applications used in the management of the Company’s portals. Software for sale or license to customers includes the Company’s proprietary Email/Collaboration offerings. Costs incurred during the preliminary project stage for internal software programs are expensed as incurred. External and internal costs incurred during the application development stage (subsequent to the achievement of technological feasibility on software to be sold or licensed) of new software development as well as for upgrades and enhancements for software programs that result in additional functionality are capitalized. Software development costs capitalized for sale or license to customers are amortized over the estimated useful life of the applicable software. In 2018, 2017 and 2016, the Company incurred a total of $5.3 million, $6.5 million and $4.5 million of combined internal and external costs related to the application development stage. Of this amount, $1.5 million, $2.8 million and $0.8 were incurred for the development of software for sale or license in 2018, 2017 and 2016, respectively. Amortization of software capitalized for internal use was $2.9 million, $5.1 million, $3.1 million for 2018, 2017 and 2016 respectively and included in depreciation and amortization in the consolidated statement of operations. Amortization of software for sale or license in 2018 was $0.2 million and was included in cost of revenue. Amortization of software for sale or license was not material in 2017 or 2016. Internal and external training and maintenance costs are expensed as incurred. Impairment charges related to software were $0.6 million in 2018, $0.3 million in 2017 and $0.3 million in 2016 related as a result of circumstances that indicated that the carrying values of the assets were not fully recoverable. The Company utilizes the discounted cash flow method to determine the fair value of the capitalized software assets. Impairment charges are included in general and administrative expense in the consolidated statement of operations. |
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Technology and Development |
Technology and Development —Technology and development expenses consist primarily of compensation-related expenses incurred for the research and development of, enhancements to, and maintenance and operation of the Company’s products, equipment and related infrastructure. |
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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 costs are expensed as incurred. Advertising costs totaled $0.4 million in 2018, 2017 and 2016, respectively. |
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General and Administrative |
General and Administrative —General and administrative expenses consist primarily of compensation related expenses for executive management, finance, accounting, human resources, professional fees and other administrative functions. |
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Earnings (Loss) Per Share |
Earnings (Loss) Per Share —Basic earnings (loss) per share (“EPS”) is calculated in accordance with the Financial Accounting Standards Board (“FASB”) ASC 260, Earnings per Share, using the weighted average number of common shares outstanding during each period. 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, stock options, warrants and restricted stock units (“RSUs”) 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. |
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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 pre-vesting 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. |
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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. As of December 31, 2018 and 2017, accrued interest or penalties related to uncertain tax positions was insignificant. |
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Reduction in Workforce |
Reduction In Workforce — In the third quarter of fiscal year 2018, management approved a cost reduction plan. The plan involved a reduction in the Company’s workforce by approximately 25 employees. The pre-tax severance charge and outplacement services resulting from the reduction in workforce, combined with the Company’s separation from its former Chief Financial Officer, amounted to $1.1 million. Of the $1.1 million in costs, $0.4 million was recorded to both sales and marketing and general and administrative expenses and $0.3 million was recorded to technology and development in the accompanying consolidated statement of operations for the year ended December 31, 2018. |
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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. Actual results may differ from estimated amounts. |
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Fair Value Measurements |
Fair Value Measurements —Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period. The fair value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximates their carrying value due to their short-term nature. The carrying amounts of the Company’s capital leases 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, 2018 and 2017. The provisions of FASB 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. |
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Applicable Recent Accounting Pronouncements |
Applicable Recent Accounting Pronouncements — In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional, optional transition method with which to adopt the new leases standard. This additional transition method allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, rather than in the earliest period presented in the financial statements, as originally required by ASU 2016-02. The Company will adopt the standard using the additional transition method introduced by ASU 2018-11. The Company will elect the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that exist prior to adoption of the new standard. The Company will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company expects to record additional right-of-use assets and additional lease liabilities in the range of $9.0 million to $11.0 million on our consolidated balance sheet as of January 1, 2019. The Company does not expect that the adoption of this guidance will have a material impact to the Company's consolidated statements of operations or the consolidated statement of cash flows. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting For Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred for an internal-use software license. Adoption of this guidance is required for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years and early adoption is permitted. Entities are permitted to choose to adopt the new guidance (1) prospectively for eligible costs incurred on or after the date this guidance is first applied or (2) retrospectively. The Company is evaluating the impact of this new accounting standard on its financial statements. In August 2018, the U.S. Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification. This final rule amends certain disclosure requirements that are redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expand the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective for the Company for all filings made on or after November 5, 2018. The SEC staff clarified that the first presentation of the changes in shareholders’ equity may be included in the first Form 10-Q for the quarter that begins after the effective date of the amendments. The adoption of the final rule did not have a material impact on the Company’s consolidated financial statements. The Company will change its presentation of shareholder's equity in the first quarter of 2019. Recently Adopted In May 2014, the FASB issued Topic 606, which supersedes the revenue recognition requirements in Topic 605. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. See Revenue Recognition above for further details. The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have minimal impact on the Company’s financial statements and related disclosures. |
The Company and Summary of Significant Accounting Policies (Tables) |
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Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Useful Lives of Property and Equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
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Summary of Components and Original Estimated Economic Lives of Amortizable Intangible Assets | The components and original estimated economic lives of our amortizable intangible assets were as follows as of December 31, 2018 and 2017
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Schedule of Change in Goodwill |
The change in goodwill is as follows for the years ended December 31, 2018 and 2017 (in thousands):
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Summary of Information About Disaggregated Revenue by Reportable Types and Timing of Revenue Recognition |
The following table provides information about disaggregated revenue for the year ended December 31, 2018 reportable types and timing of revenue recognition (in thousands):
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Summary of Revenue in Reportable Type | The following table shows the revenue in each reportable type for the years ended December 31, 2018, 2017 and 2016 (in thousands):
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Schedule of Changes in Deferred Revenue, Inclusive of Both Current and Long-term | The changes in deferred revenue, inclusive of both current and long-term, are as follows (in thousands):
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Schedule of Concentrations Equal to or Exceeding 10% of Company's Accounts Receivable, Revenue, and Cost of Revenue | As of December 31, 2018 and 2017, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable as follows:
For the years ended December 31, 2018, 2017, and 2016 the Company had concentrations equal to or exceeding 10% of the Company’s revenue as follows:
For the years ended December 31, 2018, 2017, and 2016, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue.
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Property and Equipment-Net (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Plant And Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment |
As of December 31, 2018 and 2017, property and equipment-net consisted of the following (in thousands):
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Accrued Expenses and Other Current Liabilities (Tables) |
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables And Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accrued Expenses and Other Current Liabilities |
As of December 31, 2018 and 2017, accrued expenses and other current liabilities consisted of the following (in thousands):
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Summary of Accrued Severance Costs |
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Income Taxes (Tables) |
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Income (Loss) Before Income Tax Expense |
Income (loss) before income tax expense was attributable to the following jurisdictions (in thousands):
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Schedule of Provision (Benefit) for Income Taxes |
The provision (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016, was comprised of the following (in thousands):
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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, 2018 and 2017 are as follows (in thousands):
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Schedule of Income Tax Rate Reconciliation |
Income tax expense for the years ended December 31, 2018, 2017 and 2016 differs from the expected income tax benefit calculated using the statutory U.S. Federal income tax rate as follows (dollars in thousands):
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Information About Segment and Geographic Areas (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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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):
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Commitments and Contingencies (Tables) |
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Operating Lease Commitments |
Lease commitments over the next five years as of December 31, 2018 can be summarized as follows (in thousands):
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Schedule of Capital Lease Commitments |
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Schedule of Contract Commitments | Contract commitments as of December 31, 2018 can be summarized as follows (in thousands):
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Stock-based Compensation (Tables) |
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Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Weighted Average Assumptions Used to Estimate the Fair Value of Options Granted |
The following table presents the weighted-average assumptions used to estimate the fair value of options granted (excluding replacement options in conjunction with modifications described below) during the periods presented:
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Schedule of Total Stock Based Compensation Expense |
Total stock-based compensation expense included in the accompanying consolidated statements of operations for the years ended December 31, 2018, 2017, and 2016, is as follows (in thousands):
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Summary of Stock Option Activity |
Stock Option Activity —A summary of stock option activity for the year ended December 31, 2018 is as follows:
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Summary of RSU Activity |
RSU Activity —A summary of RSU activity for the year ended December 31, 2018 is as follows:
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Net Loss Per Common Share Data (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Loss Per Share |
The following equivalent shares were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented:
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The Company and Summary of Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash- Additional Information (Detail) - USD ($) |
Dec. 31, 2018 |
Dec. 31, 2017 |
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Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Restricted cash | $ 0 | $ 0 |
The Company and Summary of Significant Accounting Policies - Property Plant and Equipment - Additional Information (Detail) |
12 Months Ended |
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Dec. 31, 2018 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life, description | Amortized over the shorter of the lease term or the estimated useful life of the assets |
The Company and Summary of Significant Accounting Policies - Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
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Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Amortization of intangible assets | $ 2,142 | $ 2,142 | $ 2,072 |
Amortizable intangible assets 2019 | 2,142 | ||
Amortizable intangible assets 2020 | 2,031 | ||
Amortizable intangible assets 2021 | 1,411 | ||
Amortizable intangible assets 2022 | 1,340 | ||
Amortizable intangible assets 2023 | $ 1,340 |
The Company and Summary of Significant Accounting Policies - Schedule of Change in Goodwill (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
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Dec. 31, 2018 |
Dec. 31, 2017 |
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Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance, beginning of year | $ 15,955 | $ 15,943 |
Foreign currency revaluation | (14) | 12 |
Balance, end of year | $ 15,941 | $ 15,955 |
The Company and Summary of Significant Accounting Policies - Summary of Revenue in Reportable Type (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
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Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 143,879 | $ 140,027 | $ 127,373 |
Search and Digital Advertising [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 87,461 | 83,556 | 74,889 |
Recurring and Fee-Based [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 56,418 | $ 56,471 | $ 52,484 |
The Company and Summary of Significant Accounting Policies - Schedule of Changes in Deferred Revenue, Inclusive of Both Current and Long-term (Detail) $ in Thousands |
12 Months Ended |
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Dec. 31, 2018
USD ($)
| |
Contract With Customer Liability [Line Items] | |
Beginning balance - January 1, 2018 | $ 15,287 |
Recognition of deferred revenue | (13,972) |
Deferral of revenue | 10,027 |
Ending Balance - December 31, 2018 | 8,886 |
ASC 606 [Member] | |
Contract With Customer Liability [Line Items] | |
Record the cumulative effect of ASC 606 implementation | $ (2,456) |
The Company and Summary of Significant Accounting Policies - Remaining Performance Obligations - Additional Information (Detail) |
Dec. 31, 2018 |
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Maintenance and Support Contracts for Email Software Licenses [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
The Company and Summary of Significant Accounting Policies - Concentrations of Risk - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
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Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Concentration Risk [Line Items] | |||
Excess of federally insured limit | $ 250 | ||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Product Concentration Risk [Member] | Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Customer Concentration Risk [Member] | Cost of Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
The Company and Summary of Significant Accounting Policies - Sales and Marketing - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Advertising costs | $ 0.4 | $ 0.4 | $ 0.4 |
The Company and Summary of Significant Accounting Policies - Reduction in Workforce - Additional Information (Detail) $ in Millions |
3 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2018
Employee
|
Dec. 31, 2018
USD ($)
|
|
Restructuring Cost And Reserve [Line Items] | ||
Number of employees reduced | Employee | 25 | |
Pre-tax severance charge | $ 1.1 | |
Sales and Marketing Expenses [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Pre-tax severance charge | 0.4 | |
General and Administrative Expenses [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Pre-tax severance charge | 0.4 | |
Technology and Development Expenses [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Pre-tax severance charge | 0.3 | |
Chief Financial Officer [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Pre-tax severance charge | $ 1.1 |
The Company and Summary of Significant Accounting Policies - Applicable Recent Accounting Pronouncements - Additional Information (Detail) - Subsequent Event [Member] - ASU 2016-02 [Member] |
Jan. 01, 2019
USD ($)
|
---|---|
Minimum [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Right-of-use assets, operating lease | $ 9,000,000 |
Lease liability, operating lease | 9,000,000 |
Maximum [Member] | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Right-of-use assets, operating lease | 11,000,000 |
Lease liability, operating lease | $ 11,000,000 |
Property and Equipment-Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 62,353 | $ 59,164 |
Less accumulated depreciation | (43,646) | (38,659) |
Total property and equipment—net | 18,707 | 20,505 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 27,294 | 28,845 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 27,422 | 23,690 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,618 | 1,497 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 1,256 | 1,215 |
Work in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 4,584 | 3,758 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 179 | $ 159 |
Property and Equipment-Net - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 62,353 | $ 59,164 | |
Accumulated depreciation of equipment under capital leases | 43,646 | 38,659 | |
Depreciation expense | 7,500 | 7,600 | $ 7,200 |
Capitalized software impairment | 552 | 256 | 334 |
General and Administrative Expenses [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized software impairment | 600 | 300 | $ 300 |
Computer Equipment Held Under Capital Leases [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 8,400 | 11,100 | |
Accumulated depreciation of equipment under capital leases | $ 5,000 | $ 5,400 |
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued compensation | $ 5,801 | $ 4,361 |
Accrued content fees and other cost of revenue | 342 | 655 |
Accrued taxes | 206 | 426 |
Other | 1,500 | 1,633 |
Total | $ 7,849 | $ 7,075 |
Accrued Expenses and Other Current Liabilities - Additional Information (Detail) $ in Millions |
12 Months Ended |
---|---|
Dec. 31, 2018
USD ($)
| |
Accrued Expenses And Other Current Liabilities [Line Items] | |
Severance costs | $ 1.1 |
Sales and Marketing Expenses [Member] | |
Accrued Expenses And Other Current Liabilities [Line Items] | |
Severance costs | 0.4 |
General and Administrative Expenses [Member] | |
Accrued Expenses And Other Current Liabilities [Line Items] | |
Severance costs | 0.4 |
Technology and Development Expenses [Member] | |
Accrued Expenses And Other Current Liabilities [Line Items] | |
Severance costs | $ 0.3 |
Accrued Expenses and Other Current Liabilities - Summary of Accrued Severance Costs (Detail) $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2018
USD ($)
| |
Accounts Payable And Accrued Liabilities Current [Abstract] | |
Balance at January 1, 2018 | $ 21 |
Charged to expense | 1,111 |
Cash payments | (858) |
Balance at December 31, 2018 | $ 274 |
Long-term Debt - Additional Information (Detail) - Revolving Credit Facility [Member] - USD ($) |
12 Months Ended | ||
---|---|---|---|
Feb. 01, 2019 |
Dec. 31, 2018 |
Sep. 30, 2013 |
|
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 12,000,000 | ||
Current borrowing capacity | $ 12,000,000 | ||
Amount outstanding | $ 0 | ||
Maturity period | Jan. 23, 2019 | ||
Liquidity coverage ratio | 275.00% | ||
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate over variable rate when liquidity coverage ratio exceeds 2.75 | 3.50% | ||
Interest rate over variable rate when liquidity coverage ratio falls below 2.75 | 4.00% | ||
Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate over variable rate when liquidity coverage ratio exceeds 2.75 | 1.00% | ||
Interest rate over variable rate when liquidity coverage ratio falls below 2.75 | 1.50% | ||
Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Maturity period | Jul. 22, 2019 |
Income Taxes - Schedule of Income (Loss) Before Income Tax Expense (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Income Tax Disclosure [Abstract] | |||
United States | $ (8,064) | $ (9,593) | $ (10,194) |
Foreign | 1,125 | 916 | 673 |
LOSS BEFORE INCOME TAXES | $ (6,939) | $ (8,677) | $ (9,521) |
Income Taxes - Schedule of Provision (benefit) for Income Taxes (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Current: | |||
State | $ 42 | $ 30 | $ 40 |
Foreign | 822 | 933 | 1,036 |
Total current provision for income taxes | 864 | 963 | 1,076 |
Deferred: | |||
United States Federal | (310) | 74 | 95 |
State | 62 | 63 | 48 |
Net deferred provision for income taxes | (248) | 137 | 143 |
Total provision for income taxes | $ 616 | $ 1,100 | $ 1,219 |
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Deferred income tax assets: | |||
Stock and other compensation expense | $ 2,118 | $ 3,345 | |
Net operating losses | 9,310 | 7,059 | |
Research and development credits | 1,676 | 1,676 | |
Other federal, state and foreign carryforwards | 1,858 | 1,151 | |
Intangible assets | 1,045 | 570 | |
Other | 694 | 408 | |
Gross deferred tax assets | 16,701 | 14,209 | |
Valuation allowances | (11,984) | (13,301) | |
Deferred tax assets, net of valuation allowance | 4,717 | 908 | |
Deferred income tax liabilities: | |||
Fixed assets | (3,492) | (16) | |
Intangible assets and other | (829) | (529) | |
Gross deferred tax liabilities | (4,321) | (545) | |
Subtotal | 396 | 363 | |
Less unrecognized tax benefit liability related to deferred items | (627) | (627) | $ (600) |
Net deferred tax liabilities | $ (231) | $ (264) |
Information About Segment and Geographic Areas - Schedule of Revenue and Long Lived Tangible Assets by Geographic Area (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUE | $ 143,879 | $ 140,027 | $ 127,373 |
Long-lived tangible assets | 18,707 | 20,505 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUE | 119,912 | 118,764 | 110,071 |
Long-lived tangible assets | 18,217 | 19,775 | |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
REVENUE | 23,967 | 21,263 | $ 17,302 |
Long-lived tangible assets | $ 490 | $ 730 |
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Commitment and Contingencies [Line Items] | |||
Rent expense for operating leases | $ 4.6 | $ 3.5 | $ 3.1 |
Pending Litigation | |||
Commitment and Contingencies [Line Items] | |||
Lost potential value | $ 15.0 | ||
Loss contingency name of Plaintiff | Maxit | ||
Lost potential value assessed | $ 0.6 | ||
Lost potential value reserved, description | Maxit alleges that its share of the lost potential value is approximately $15 million. Based in part on an independent appraisal, the Company assessed the lost potential value at only $0.6 million, for which half of this amount (based on 50/50 ownership) has been reserved in its financial statements. | ||
Minimum [Member] | |||
Commitment and Contingencies [Line Items] | |||
Capital lease agreements, interest rate | 4.00% | ||
Maximum [Member] | |||
Commitment and Contingencies [Line Items] | |||
Capital lease agreements, interest rate | 7.00% |
Commitments and Contingencies - Schedule of Operating Lease Commitments (Detail) $ in Thousands |
Dec. 31, 2018
USD ($)
|
---|---|
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 5,276 |
2020 | 3,101 |
2021 | 1,594 |
2022 | 782 |
2023 | 250 |
2024 | 33 |
Total lease commitments | $ 11,036 |
Commitments and Contingencies - Schedule of Capital Lease Commitments (Detail) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | $ 3,025 | |
2020 | 1,558 | |
2021 | 107 | |
Total minimum capital lease commitments | 4,690 | |
Less-amount representing interest | (995) | |
Total capital lease obligations | 3,695 | |
Less-current portion of capital lease obligations | (2,328) | $ (2,444) |
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS | $ 1,367 | $ 3,371 |
Commitments and Contingencies - Schedule of Contract Commitments (Detail) $ in Thousands |
Dec. 31, 2018
USD ($)
|
---|---|
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2019 | $ 1,353 |
2020 | 753 |
Total contract commitments | $ 2,106 |
Stock-based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate the Fair Value of Options Granted (Detail) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Volatility | 49.00% | 49.00% | 49.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free rate | 2.80% | 2.00% | 1.40% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Stock-based Compensation - Schedule of Total Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 1,804 | $ 2,490 | $ 2,771 |
Technology and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 489 | 744 | 921 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 474 | 636 | 784 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 841 | $ 1,110 | $ 1,066 |
Stock-based Compensation - Summary of RSU Activity (Detail) - RSU [Member] |
12 Months Ended |
---|---|
Dec. 31, 2018
$ / shares
shares
| |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested-Beginning Balance | shares | 51,683 |
Vested | shares | (27,993) |
Forfeited | shares | (12,344) |
Unvested-Ending Balance | shares | 11,346 |
Unvested expected to vest —December 31, 2018 | shares | 11,346 |
Unvested-Beginning Balance | $ / shares | $ 3.62 |
Vested | $ / shares | 3.62 |
Forfeited | $ / shares | 3.64 |
Unvested-Ending Balance | $ / shares | 3.60 |
Unvested expected to vest —December 31, 2018 | $ / shares | $ 3.60 |
Net Loss Per Common Share Data - Schedule of Equivalent Shares Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Stock Options and RSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Equity Awards | 8,435,086 | 8,529,896 | 9,076,063 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Equity Awards | 400,000 | 480,000 | 480,000 |
Sale of Investment - Additional Information (Detail) - USD ($) $ in Thousands |
1 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2017 |
Aug. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Jul. 31, 2013 |
|
Sale of Investment [Line Items] | |||||
Cash consideration from sale of investment | $ 2,645 | ||||
Gain on Sale of Investments | $ 1,987 | ||||
B&FF [Member] | |||||
Sale of Investment [Line Items] | |||||
Strategic investment | $ 1,000 | ||||
Cash consideration from sale of investment | $ 2,200 | ||||
Contingent consideration receivable in cash and stock | $ 400 | $ 400 | |||
Indemnification expiry period | 18 months | ||||
accesso Technology Group, plc [Member] | |||||
Sale of Investment [Line Items] | |||||
Cash consideration from sale of investment | $ 500 | ||||
Stock received on sale of investment | $ 400 |
Employee Benefit Plan - Additional Information (Detail) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
401 (K) Profit Sharing Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
401(K) Plan, cost recognized for matching contributions | $ 200,000 | $ 300,000 | $ 0 |