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1. The Company and Summary of Significant Accounting Policies
Synacor, Inc., together with its consolidated subsidiaries, Synacor Canada, Inc. and NTV Internet Holdings, LLC (collectively, the “Company” or “Synacor”), is the trusted technology development, multiplatform services and revenue partner for video, Internet and communications providers, and device manufacturers. Synacor delivers modern, multiscreen experiences and advertising to consumers that require scale, actionable data and sophisticated implementation.
Basis of Presentation — The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. Investments in entities in which the Company can exercise significant influence, but does not own a majority equity interest or otherwise have the power to control, are accounted for using the equity method and are included as investments in equity interest on the condensed consolidated balance sheets. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (as amended).
Accounting Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts.
Concentrations of Risk — As of December 31, 2014 and June 30, 2015, and for the three and six months ended June 30, 2014 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows:
Accounts Receivable | ||||||||
December 31, 2014 |
June 30, 2015 |
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23 | % | 15 | % | ||||
Digital Advertising Partner |
11 | % | 10 | % | ||||
Portal Customer (1) |
12 | % | N/A |
(1) | As of June 30, 2015, accounts receivable for Portal Customer was less than 10%. |
Revenue | ||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
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46 | % | 30 | % | 49 | % | 33 | % |
For the three months ended June 30, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences:
Cost of Revenue | ||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
Customer A |
23 | % | 29 | % | 23 | % | 27 | % | ||||||||
Customer B (1) |
N/A | 10 | 12 | 10 | ||||||||||||
Customer C |
10 | 11 | 11 | 11 | ||||||||||||
Customer D (2) |
10 | N/A | 10 | N/A |
Notes:
(1) | For the three months ended June 30, 2014, the cost of revenue-share payments received by Customer B was less than 10% |
(2) | For the three and six months ended June 30, 2015, the cost of revenue-share payments received by Customer D was less than 10% |
Rights Plan — On July 14, 2014 the board of directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock and adopted a stockholder rights plan (the “Rights Plan”). The Rights were issued July 14, 2014 to the stockholders of record at the close of business on that date. Each Right allows its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “ Series A Junior Preferred Share”) for $10.00 per share (the “Exercise Price”), if the Rights become exercisable. This portion of a Series A Junior Preferred Share will give the stockholder approximately the same dividend, voting, and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights. On July 14, 2014, in conjunction with the adoption of the Rights Plan, the Company designated 2,000,000 shares of its Preferred Stock as Series A Junior Participating Preferred Stock.
The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% or more of the Company’s outstanding common stock (the “Distribution Date”) unless the Rights Plan is amended by the board of directors to avoid such outcome. If a person or group becomes an Acquiring Person, each Right will entitle its holder (other than such Acquiring Person) to purchase for $10.00 per share, a number of shares of the Company’s common stock having a market value of twice such price based on the market price of the common stock prior to such acquisition. Additionally, if the Company is acquired in a merger or similar transaction after the Distribution Date, each Right will entitle its holder (other than such Acquiring Person) to purchase for $10.00 per share, a number of shares of the acquiring corporation with a market value of $20.00 per share based on the market price of the acquiring corporation’s stock, prior to such merger. In addition, at any time after a person or group becomes an Acquiring Person, but before such Acquiring Person or group owns 50% or more of the Company’s common stock, the board of directors may exchange one share of the Company’s common stock for each outstanding Right (other than Rights owned by such Acquiring Person, which would have become void). An Acquiring Person will not be entitled to exercise the Rights.
On April 20, 2015, The Company’s stockholders ratified the Rights Plan. It will expire on July 14, 2017.
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2. Investments and Fair Value Measurements
In July 2013, the Company made a $1.0 million investment (in the form of a convertible promissory note) in a privately held Delaware corporation called Blazer and Flip Flops, Inc., or B&FF (doing business as The Experience Engine). In March 2015, the note was converted into preferred stock of B&FF. B&FF is a professional services company whose principals have experience integrating its customers’ systems with their consumers’ devices, including smartphones and tablets.
The investment in B&FF is considered an available-for-sale security and is reported on the Company’s condensed consolidated balance sheets in investments.
The provisions of the FASB ASC 820, Fair Value Measurements and Disclosures , establish a framework for measuring the fair value in accordance with U.S. GAAP and establish 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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3. Property and Equipment—Net
Property and equipment, net consisted of the following:
December 31, 2014 |
June 30, 2015 |
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(in thousands) | ||||||||
Computer equipment (1) |
$ | 21,194 | $ | 21,858 | ||||
Computer software |
10,741 | 12,536 | ||||||
Furniture and fixtures |
1,847 | 1,838 | ||||||
Leasehold improvements |
1,389 | 1,369 | ||||||
Work in process (primarily software development costs) |
1,203 | 635 | ||||||
Other |
173 | 178 | ||||||
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36,547 | 38,414 | |||||||
Less accumulated depreciation (2) |
(21,419 | ) | (24,331 | ) | ||||
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Total property and equipment—net |
$ | 15,128 | $ | 14,083 | ||||
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Notes:
(1) | Includes equipment under capital lease obligations of $4.8 million and $3.3 million as of December 31, 2014 and June 30, 2015, respectively. |
(2) | Includes $2.7 million and $1.2 million of accumulated depreciation of equipment under capital leases as of December 31, 2014 and June 30, 2015, respectively. |
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4. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
December 31, 2014 |
June 30, 2015 |
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(in thousands) | ||||||||
Accrued compensation |
$ | 4,066 | $ | 3,519 | ||||
Accrued content fees |
1,745 | 2,204 | ||||||
Accrued business acquisition consideration |
495 | — | ||||||
Unearned revenue on contracts |
642 | 611 | ||||||
Other |
1,455 | 1,125 | ||||||
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Total |
$ | 8,403 | $ | 7,459 | ||||
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5. Information About Segment and Geographic Areas
Operating segments are components of the Company in which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a total Company basis, accompanied by information about revenue by major service line for purposes of allocating resources and evaluating financial performance. Profitability measures by service line are not routinely prepared or used. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the Company level. Accordingly, the Company has determined that it has a single reporting segment and operating unit structure.
The following table sets forth revenue and long-lived tangible assets by geographic area:
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
(in thousands) | ||||||||||||||||
Revenue |
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United States |
$ | 24,026 | $ | 24,537 | $ | 49,104 | $ | 51,067 | ||||||||
International |
165 | 179 | 335 | 379 | ||||||||||||
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Total revenue |
$ | 24,191 | $ | 24,716 | $ | 49,439 | $ | 51,446 | ||||||||
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December 31, 2014 |
June 30, 2015 |
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(in thousands) | ||||||||
Long-lived tangible assets |
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United States |
$ | 14,573 | $ | 13,299 | ||||
Canada |
502 | 774 | ||||||
Europe |
53 | 10 | ||||||
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Total long-lived tangible assets |
$ | 15,128 | $ | 14,083 | ||||
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6. Commitments and Contingencies
Contract Commitments — The Company is obligated to make payments under various contracts with vendors and other business partners, principally for revenue-share and content arrangements. Contract commitments as of June 30, 2015 are summarized as follows:
Year ending December 31: | (in thousands) | |||
2015 (remaining six months) |
$ | 2,564 | ||
2016 |
6,700 | |||
2017 |
4,581 | |||
2018 |
3,018 | |||
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Total contract commitments |
$ | 16,863 | ||
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Litigation — From time to time, the Company is a party to legal actions. In the opinion of management, the outcome of these matters is not expected to have a material impact on the consolidated financial statements of the Company.
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7. Equity
Common Stock — Effective on February 15, 2012, the Company’s board of directors and stockholders approved the Fifth Amended and Restated Certificate of Incorporation. The total number of common shares that the Company is authorized to issue is 100,000,000 with a par value of $0.01 per share.
Preferred Stock — Effective on February 15, 2012, the Company’s board of directors and stockholders approved the Fifth Amended and Restated Certificate of Incorporation. The total number of preferred shares that the Company is authorized to issue is 10,000,000 with a par value of $0.01 per share, 2,000,000 of which have been designated as Series A Junior Participating Preferred Stock pursuant to the Rights Plan. None have been issued to date.
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. The Company repurchased all shares with cash reserves.
The following table sets forth the shares of common stock repurchased through the program:
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
Shares of common stock repurchased |
207,050 | — | 229,050 | — | ||||||||||||
Value of common stock repurchased (in thousands) |
$ | 507 | $ | — | $ | 562 | $ | — |
Withhold to Cover — During the six months ended June 30, 2015, certain employees, in lieu of paying withholding taxes on the vesting of certain shares of restricted stock awards, authorized the withholding of 54,588 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. The number of shares of the Company’s common stock withheld to cover minimum statutory tax withholding requirements during the six months ended June 30, 2014 was 2,613.
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8. Stock-based Compensation
The fair value of each stock option was determined on the date of grant using the Black-Scholes option pricing model, and stock-based compensation is recorded over the requisite service period. No income tax deduction is allowed for incentive stock options (“ISOs”). Accordingly, no deferred income tax asset is recorded for the potential tax deduction related to these options. Expense related to stock option grants of non-qualified stock options (“NSOs”) result in a temporary difference, which gives rise to a deferred tax asset.
Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows:
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
(in thousands) | ||||||||||||||||
Technology and development |
$ | 375 | $ | 253 | $ | 702 | $ | 470 | ||||||||
Sales and marketing |
125 | 244 | 233 | 485 | ||||||||||||
General and administrative |
347 | 303 | 593 | 586 | ||||||||||||
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Total stock-based compensation expense |
847 | 800 | 1,528 | 1,541 | ||||||||||||
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Stock Option Activity — A summary of the stock option activity for the six months ended June 30, 2015 is presented below:
Number of Stock Options |
Weighted Average Exercise Price |
Aggregate Intrinsic Value (in thousands) |
Weighted Average Remaining Contractual Term (in years) |
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Outstanding—January 1, 2015 |
6,754,082 | $ | 2.83 | |||||||||||||
Granted |
1,424,500 | $ | 2.19 | |||||||||||||
Exercised |
(36,135 | ) | $ | 1.94 | ||||||||||||
Forfeited |
(472,000 | ) | $ | 2.46 | ||||||||||||
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Outstanding—June 30, 2015 |
7,670,447 | $ | 2.74 | $ | 180 | 7.37 | ||||||||||
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Vested and expected to vest—June 30, 2015 |
7,223,333 | $ | 2.77 | $ | 180 | 7.25 | ||||||||||
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Vested and exercisable—June 30, 2015 |
3,170,259 | $ | 3.20 | $ | 179 | 4.98 | ||||||||||
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Aggregate intrinsic value represents the difference between the Company’s closing stock price of its common stock and the exercise price of outstanding, in-the-money options. The Company’s closing stock price as reported on the NASDAQ as of June 30, 2015 was $1.61 per share. The total intrinsic value of options exercised for the six months ended June 30, 2015 was minor. The weighted average fair value of options issued during the six months ended June 30, 2015 amounted to $1.20 per option share.
As of June 30, 2015, the unrecognized compensation cost related to non-vested options granted, for which vesting is probable, under the plan was approximately $5.8 million. This cost is expected to be recognized over a weighted-average period of 2.8 years. The total fair value of shares vested was $0.6 million for the six months ended June 30, 2015.
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Basis of Presentation — The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. Investments in entities in which the Company can exercise significant influence, but does not own a majority equity interest or otherwise have the power to control, are accounted for using the equity method and are included as investments in equity interest on the condensed consolidated balance sheets. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position for the periods presented. These interim unaudited condensed consolidated financial statements are not necessarily indicative of the results expected for the full fiscal year or for any subsequent period and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (as amended).
Accounting Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts.
Concentrations of Risk — As of December 31, 2014 and June 30, 2015, and for the three and six months ended June 30, 2014 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows:
Accounts Receivable | ||||||||
December 31, 2014 |
June 30, 2015 |
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23 | % | 15 | % | ||||
Digital Advertising Partner |
11 | % | 10 | % | ||||
Portal Customer (1) |
12 | % | N/A |
(1) | As of June 30, 2015, accounts receivable for Portal Customer was less than 10%. |
Revenue | ||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
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46 | % | 30 | % | 49 | % | 33 | % |
For the three months ended June 30, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences:
Cost of Revenue | ||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
Customer A |
23 | % | 29 | % | 23 | % | 27 | % | ||||||||
Customer B (1) |
N/A | 10 | 12 | 10 | ||||||||||||
Customer C |
10 | 11 | 11 | 11 | ||||||||||||
Customer D (2) |
10 | N/A | 10 | N/A |
Notes:
(1) | For the three months ended June 30, 2014, the cost of revenue-share payments received by Customer B was less than 10% |
(2) | For the three and six months ended June 30, 2015, the cost of revenue-share payments received by Customer D was less than 10% |
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As of December 31, 2014 and June 30, 2015, and for the three and six months ended June 30, 2014 and 2015, the Company had concentrations equal to or exceeding 10% of the Company’s accounts receivable and revenue as follows:
Accounts Receivable | ||||||||
December 31, 2014 |
June 30, 2015 |
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23 | % | 15 | % | ||||
Digital Advertising Partner |
11 | % | 10 | % | ||||
Portal Customer (1) |
12 | % | N/A |
(1) | As of June 30, 2015, accounts receivable for Portal Customer was less than 10%. |
Revenue | ||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
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46 | % | 30 | % | 49 | % | 33 | % |
For the three months ended June 30, 2014 and 2015, the following customers received revenue-share payments equal to or exceeding 10% of the Company’s cost of revenue. The costs represent revenue share paid to customers for their supply of Internet traffic on the Company’s start experiences:
Cost of Revenue | ||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
Customer A |
23 | % | 29 | % | 23 | % | 27 | % | ||||||||
Customer B (1) |
N/A | 10 | 12 | 10 | ||||||||||||
Customer C |
10 | 11 | 11 | 11 | ||||||||||||
Customer D (2) |
10 | N/A | 10 | N/A |
Notes:
(1) | For the three months ended June 30, 2014, the cost of revenue-share payments received by Customer B was less than 10% |
(2) | For the three and six months ended June 30, 2015, the cost of revenue-share payments received by Customer D was less than 10% |
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Property and equipment, net consisted of the following:
December 31, 2014 |
June 30, 2015 |
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(in thousands) | ||||||||
Computer equipment (1) |
$ | 21,194 | $ | 21,858 | ||||
Computer software |
10,741 | 12,536 | ||||||
Furniture and fixtures |
1,847 | 1,838 | ||||||
Leasehold improvements |
1,389 | 1,369 | ||||||
Work in process (primarily software development costs) |
1,203 | 635 | ||||||
Other |
173 | 178 | ||||||
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36,547 | 38,414 | |||||||
Less accumulated depreciation (2) |
(21,419 | ) | (24,331 | ) | ||||
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Total property and equipment—net |
$ | 15,128 | $ | 14,083 | ||||
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Notes:
(1) | Includes equipment under capital lease obligations of $4.8 million and $3.3 million as of December 31, 2014 and June 30, 2015, respectively. |
(2) | Includes $2.7 million and $1.2 million of accumulated depreciation of equipment under capital leases as of December 31, 2014 and June 30, 2015, respectively. |
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Accrued expenses and other current liabilities consisted of the following:
December 31, 2014 |
June 30, 2015 |
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(in thousands) | ||||||||
Accrued compensation |
$ | 4,066 | $ | 3,519 | ||||
Accrued content fees |
1,745 | 2,204 | ||||||
Accrued business acquisition consideration |
495 | — | ||||||
Unearned revenue on contracts |
642 | 611 | ||||||
Other |
1,455 | 1,125 | ||||||
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Total |
$ | 8,403 | $ | 7,459 | ||||
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The following table sets forth revenue and long-lived tangible assets by geographic area:
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
(in thousands) | ||||||||||||||||
Revenue |
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United States |
$ | 24,026 | $ | 24,537 | $ | 49,104 | $ | 51,067 | ||||||||
International |
165 | 179 | 335 | 379 | ||||||||||||
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Total revenue |
$ | 24,191 | $ | 24,716 | $ | 49,439 | $ | 51,446 | ||||||||
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December 31, 2014 |
June 30, 2015 |
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(in thousands) | ||||||||
Long-lived tangible assets |
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United States |
$ | 14,573 | $ | 13,299 | ||||
Canada |
502 | 774 | ||||||
Europe |
53 | 10 | ||||||
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Total long-lived tangible assets |
$ | 15,128 | $ | 14,083 | ||||
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Contract commitments as of June 30, 2015 are summarized as follows:
Year ending December 31: | (in thousands) | |||
2015 (remaining six months) |
$ | 2,564 | ||
2016 |
6,700 | |||
2017 |
4,581 | |||
2018 |
3,018 | |||
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Total contract commitments |
$ | 16,863 | ||
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The following table sets forth the shares of common stock repurchased through the program:
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
Shares of common stock repurchased |
207,050 | — | 229,050 | — | ||||||||||||
Value of common stock repurchased (in thousands) |
$ | 507 | $ | — | $ | 562 | $ | — |
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Total stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the periods presented, is as follows:
Three Months Ended June 30, |
Six Months Ended June 30, |
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2014 | 2015 | 2014 | 2015 | |||||||||||||
(in thousands) | ||||||||||||||||
Technology and development |
$ | 375 | $ | 253 | $ | 702 | $ | 470 | ||||||||
Sales and marketing |
125 | 244 | 233 | 485 | ||||||||||||
General and administrative |
347 | 303 | 593 | 586 | ||||||||||||
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Total stock-based compensation expense |
847 | 800 | 1,528 | 1,541 | ||||||||||||
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Stock Option Activity — A summary of the stock option activity for the six months ended June 30, 2015 is presented below:
Number of Stock Options |
Weighted Average Exercise Price |
Aggregate Intrinsic Value (in thousands) |
Weighted Average Remaining Contractual Term (in years) |
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Outstanding—January 1, 2015 |
6,754,082 | $ | 2.83 | |||||||||||||
Granted |
1,424,500 | $ | 2.19 | |||||||||||||
Exercised |
(36,135 | ) | $ | 1.94 | ||||||||||||
Forfeited |
(472,000 | ) | $ | 2.46 | ||||||||||||
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Outstanding—June 30, 2015 |
7,670,447 | $ | 2.74 | $ | 180 | 7.37 | ||||||||||
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Vested and expected to vest—June 30, 2015 |
7,223,333 | $ | 2.77 | $ | 180 | 7.25 | ||||||||||
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Vested and exercisable—June 30, 2015 |
3,170,259 | $ | 3.20 | $ | 179 | 4.98 | ||||||||||
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