Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MCHX | |
Entity Registrant Name | Marchex, Inc. | |
Entity Central Index Key | 0001224133 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class B Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity File Number | 000-50658 | |
Entity Tax Identification Number | 35-2194038 | |
Entity Address, Address Line One | 1200 5th Ave | |
Entity Address, Address Line Two | Suite 1300 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 331-3300 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,660,927 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 38,703,648 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 14,122 | $ 20,474 |
Accounts receivable, net | 7,724 | 8,396 |
Prepaid expenses and other current assets | 2,200 | 2,015 |
Total current assets | 24,046 | 30,885 |
Property and equipment, net | 4,669 | 4,050 |
Right-of-use lease asset | 1,858 | 738 |
Other assets, net | 1,064 | 973 |
Goodwill | 17,558 | 17,558 |
Intangible assets from acquisitions, net | 1,528 | 2,590 |
Total assets | 50,723 | 56,794 |
Current liabilities: | ||
Accounts payable | 915 | 2,037 |
Accrued benefits and payroll | 2,903 | 3,566 |
Other accrued expenses and current liabilities | 4,194 | 3,825 |
Deferred revenue and deposits | 1,441 | 1,384 |
Right of use liability, current | 443 | 1,252 |
Finance lease, current | 264 | |
Total current liabilities | 10,160 | 12,064 |
Deferred tax liabilities | 257 | 233 |
Finance lease, non-current | 443 | |
Right of use liability non-current | 1,453 | 385 |
Total liabilities | 12,313 | 12,682 |
Commitments and contingencies - See Note 10 | ||
Stockholders’ equity: | ||
Additional paid-in capital | 356,515 | 354,999 |
Accumulated deficit | (318,541) | (311,321) |
Total stockholders’ equity | 38,410 | 44,112 |
Total liabilities and stockholders’ equity | 50,723 | 56,794 |
Class A | ||
Stockholders’ equity: | ||
Common stock | 49 | 49 |
Class B | ||
Stockholders’ equity: | ||
Common stock | $ 387 | $ 385 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 137,500,000 | 137,500,000 |
Class A | ||
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 4,661,000 | 4,661,000 |
Common stock, shares outstanding | 4,661,000 | 4,661,000 |
Class B | ||
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 38,696,000 | 38,497,000 |
Common stock, shares outstanding | 38,696,000 | 38,497,000 |
Restricted stock, shares outstanding | 989,000 | 1,105,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 12,522 | $ 13,510 | $ 24,738 | $ 26,681 |
Expenses: | ||||
Service costs | $ 5,418 | $ 4,864 | $ 10,842 | $ 9,799 |
Type of Cost, Good or Service [Extensible List] | Service Costs | Service Costs | Service Costs | Service Costs |
Sales and marketing | $ 2,631 | $ 3,619 | $ 6,601 | $ 6,784 |
Product development | 4,096 | 3,531 | 8,260 | 6,991 |
General and administrative | 2,546 | 2,440 | 5,163 | 5,046 |
Amortization of intangible assets from acquisitions | 531 | 531 | 1,062 | 1,062 |
Acquisition and disposition-related costs | (1) | 22 | 12 | 27 |
Total operating expenses | 15,221 | 15,007 | 31,940 | 29,709 |
Loss from operations | (2,699) | (1,497) | (7,202) | (3,028) |
Interest income (expense) and other, net | (31) | 17 | 26 | (4) |
Loss before provision for income taxes | (2,730) | (1,480) | (7,176) | (3,032) |
Income tax expense | 14 | 51 | 44 | 81 |
Net loss applicable to common stockholders | $ (2,744) | $ (1,531) | $ (7,220) | $ (3,113) |
Basic net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Class A | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (301) | $ (165) | $ (792) | $ (335) |
Basic net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Shares used to calculate basic net loss per share applicable to common stockholders: | ||||
Shares used to calculate basic net loss per share applicable to common stockholders | 4,661 | 4,661 | 4,661 | 4,661 |
Shares used to calculate diluted net loss per share applicable to common stockholders: | ||||
Shares used to calculate diluted net loss per share applicable to common stockholders | 4,661 | 4,661 | 4,661 | 4,661 |
Class B | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (2,443) | $ (1,366) | $ (6,428) | $ (2,778) |
Basic net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Shares used to calculate basic net loss per share applicable to common stockholders: | ||||
Shares used to calculate basic net loss per share applicable to common stockholders | 37,840 | 38,696 | 37,837 | 38,670 |
Shares used to calculate diluted net loss per share applicable to common stockholders: | ||||
Shares used to calculate diluted net loss per share applicable to common stockholders | 42,501 | 43,357 | 42,498 | 43,331 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Amortization of intangible assets from acquisitions | $ 531 | $ 531 | $ 1,062 | $ 1,062 |
Sales and Marketing | ||||
Amortization of intangible assets from acquisitions | 414 | 414 | 828 | 828 |
Service Costs | ||||
Amortization of intangible assets from acquisitions | 117 | 117 | 234 | 234 |
Related Party | ||||
Support services fee | 500 | 1,558 | 1,051 | 3,590 |
Related Party | Sales and Marketing | ||||
Support services fee | 37 | 141 | 87 | 372 |
Related Party | Product development | ||||
Support services fee | 58 | 401 | 125 | 918 |
Related Party | General and Administrative | ||||
Support services fee | 46 | 361 | 100 | 864 |
Related Party | Service Costs | ||||
Support services fee | $ 359 | $ 655 | $ 739 | $ 1,436 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A | Class B | Common Stock Class A | Common Stock Class B | Treasury Stock, Common | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ 51,502 | $ 49 | $ 374 | $ 354,155 | $ (303,076) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 4,661 | 37,391 | (23) | |||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 16 | $ 3 | 13 | |||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 285 | |||||||
Retirement of treasury stock (in shares) | (23) | 23 | ||||||
Stock compensation from options and restricted stock, net of forfeitures | 695 | 695 | ||||||
Net loss | (1,582) | (1,582) | ||||||
Ending Balance at Mar. 31, 2022 | 50,631 | $ 49 | $ 377 | 354,863 | (304,658) | |||
Ending Balance (in shares) at Mar. 31, 2022 | 4,661 | 37,653 | ||||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 7 | 7 | ||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 5 | |||||||
Stock compensation from options and restricted stock, net of forfeitures | 714 | 714 | ||||||
Net loss | (1,531) | (1,531) | ||||||
Ending Balance at Jun. 30, 2022 | 49,821 | $ 49 | $ 377 | 355,584 | (306,189) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 4,661 | 37,658 | ||||||
Beginning Balance at Dec. 31, 2022 | 44,112 | $ 49 | $ 385 | 354,999 | (311,321) | |||
Beginning Balance (in shares) at Dec. 31, 2022 | 4,661 | 38,497 | 4,661 | 38,497 | ||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 12 | $ 3 | 9 | |||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 282 | |||||||
Retirement of treasury stock | (1) | $ (1) | ||||||
Retirement of treasury stock (in shares) | (105) | |||||||
Stock compensation from options and restricted stock, net of forfeitures | 799 | 799 | ||||||
Net loss | (4,476) | (4,476) | ||||||
Ending Balance at Mar. 31, 2023 | 40,446 | $ 49 | $ 387 | 355,807 | (315,797) | |||
Ending Balance (in shares) at Mar. 31, 2023 | 4,661 | 38,674 | ||||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 7 | 7 | ||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 22 | |||||||
Stock compensation from options and restricted stock, net of forfeitures | 701 | 701 | ||||||
Net loss | (2,744) | (2,744) | ||||||
Ending Balance at Jun. 30, 2023 | $ 38,410 | $ 49 | $ 387 | $ 356,515 | $ (318,541) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 4,661 | 38,696 | 4,661 | 38,696 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss applicable to common shareholders | $ (7,220) | $ (3,113) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization and depreciation | 1,842 | 1,920 |
Allowance for doubtful accounts and advertiser credits | 155 | 370 |
Stock-based compensation | 1,500 | 1,409 |
Deferred income taxes | 24 | 70 |
Change in certain assets and liabilities: | ||
Accounts receivable, net | 516 | (684) |
Prepaid expenses, other current assets and other assets | (364) | (200) |
Accounts payable | (1,123) | (21) |
Accrued expenses and other current liabilities | (1,159) | (13) |
Deferred revenue and deposits | 58 | (527) |
Net cash used in operating activities | (5,771) | (789) |
Investing Activities: | ||
Purchases of property and equipment | (522) | (1,501) |
Net cash used in investing activities | (522) | (1,501) |
Financing Activities: | ||
Financing lease payments | (76) | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 17 | 22 |
Net cash provided (used) by financing activities | (59) | 22 |
Net decrease in cash and cash equivalents | (6,352) | (2,268) |
Cash and cash equivalents at beginning of period | 20,474 | 27,086 |
Cash and cash equivalents at end of period | 14,122 | 24,818 |
Supplemental disclosure of cash flow and non-cash information: | ||
Cash paid for operating leases | 1,412 | 982 |
Cash paid for income taxes | 61 | 38 |
Acquisition of property and equipment included in accounts payable and accrued liabilities | $ 128 | |
Financing lease | $ 786 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | ( 1) Description of Business and Basis of Presentation Description of Business Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a conversational analytics and solutions company that helps businesses connect, drive, measure, and convert callers into customers, and connects the voice of the customer to their business. We deliver data insights and incorporate artificial intelligence (AI)-powered functionality that drives insights and solutions to help companies find, engage and support their customers across voice and text-based communication channels. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The preparation of our unaudited Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company has used estimates related to several financial statement amounts, including revenues, allowance for doubtful accounts, allowance for advertiser credits, useful lives for property and equipment and intangible assets, valuation of intangible assets, the fair value of stock option awards, the impairment of goodwill and the valuation allowance for deferred tax assets. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or for any other period. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. The balance sheet at December 31, 2022 has been derived from the audited Consolidated Financial Statements at that date. This report should be read in conjunction with the Consolidated Financial Statements in our 2022 Form 10-K where we include additional information about our policies and the methods and assumptions used in our estimates. Our Company consolidates all entities that we control by ownership of a majority voting interest. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the Condensed Consolidated Financial Statements in the prior periods to conform to the current period presentation. Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Condensed Consolidated Statements of Operations. Recent Accounting Pronouncements Not Yet Effective To date, there have been no recent accounting pronouncements not yet effective that are expected to have a material impact on our Condensed Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | (2) Revenue Recognition We generate the majority of our revenues from core analytics and solutions services. Customers typically receive the benefit of the Company’s services as they are performed and substantially all the Company’s revenue is recognized over time as the services are performed. Revenue is recognized when a customer obtains control of services in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service or product to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s call analytics technology platform provides data and insights that can measure the performance of mobile, online and offline advertising for customers and small business resellers. The Company generates revenue from the Company’s call analytics technology platform when advertisers pay the Company a fee for each call/text or call/text related data element they receive from calls or texts or for each phone number tracked based on a pre-negotiated rate. Revenue is recognized as services are provided over time, which is generally measured by the delivery of each call/text or call/text related data element or each phone number tracked. The majority of the Company’s customers are invoiced on a monthly basis following the month of the delivery of services and are required to make payments under standard credit terms. Collection on the related receivables may vary from reported information based upon third-party refinement of the estimated and reported amounts owed that occurs subsequent to period ends. The Company establishes an allowance for advertiser credits, which is included in Other accrued expenses and current liabilities in the balance sheet, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. The balance associated with the allowance for advertiser credits in the Company’s Condensed Consolidated Balance Sheet was $ 84,443 and $ 219,000 as of December 31, 2022 and June 30, 2023, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2022 and June 30, 2023 was $ 1.4 million and $ 1.4 million , respectively. During the six months ended June 30, 2023 and 2022, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $ 673,000 and $ 643,000 , respectively. During the three months ended June 30, 2023 and 2022, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $ 132,000 and $ 219,000 , respectively. The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year , the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation based on its relative standalone selling price and recognized when revenue recognition criteria for each performance obligation are met. The standalone selling price for each performance obligation is established based on the sales price at which the Company would sell a promised good or service separately to a customer or the estimated standalone selling price. The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales commissions, are generally deferred and amortized to sales and marketing expense over the estimated life of the relevant customer relationship of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of December 31, 2022 and June 30, 2023, the Company had $ 163,000 and $ 193,000 of net deferred contract costs, respectively, and the accumulated amortization associated with these costs was $ 1.5 million and $ 1.6 million for the periods ended December 31, 2022 and June 30, 2023 , respectively. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (3) Segment Reporting and Geographic Information Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. For the three and six months ended June 30, 2023 and 2022 , the Company operated in a single segment comprised of its core analytics and solutions services. Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. As of December 31, 2022 and June 30, 2023, no significant long-lived assets were held by entities outside of the United States. Revenues from customers by geographical areas are tracked on the basis of the location of the customer. The majority of the Company’s revenue and accounts receivable are derived from domestic sales to customers. Revenues by geographic region are as follows (in percentages): Six Months Ended June 30, Three Months Ended June 30, 2022 2023 2022 2023 United States 98 % 99 % 98 % 99 % Canada and other countries 2 % 1 % 2 % 1 % Total 100 % 100 % 100 % 100 % |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | (4) Concentrations The Company maintains substantially all of its cash and cash equivalents with one high credit quality financial institutions and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. There was one customer that represented more than 10% of consolidated revenue for the three and six months ended June 30, 2023 , which was 11 % respectively. The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows (in percentages): December 31, June 30, 2022 2023 Customer A 28 % 17 % |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (5) Fair Value of Financial Instruments The Company had the following financial instruments as of December 31, 2022 and June 30, 2023: cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on the liquidity of these financial instruments and their short-term nature. Further, these financial instruments are considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2022 and June 30, 2023 (in thousands): December 31, June 30, 2022 2023 Level 1 Assets: Cash $ 9,020 $ 9,044 Money market funds 11,454 5,078 Total cash and cash equivalents $ 20,474 $ 14,122 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | (6) Stockholder’s Equity Common Stock In November 2014, the Company’s board of directors authorized a share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. During the three and six months ended June 30, 2023 and 2022, the Company did not repurchase any Class B common stock. Stock-based Compensation Plans The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Six Months Ended Three Months Ended 2022 2023 2022 2023 Service costs $ 79 $ - $ 45 $ ( 45 ) Sales and marketing 391 491 200 228 Product development 158 133 76 47 General and administrative 781 876 393 471 Total stock-based compensation $ 1,409 $ 1,500 $ 714 $ 701 The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the six months ended June 30, 2022 and 2023 the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Six Months Ended June 30, Three Months Ended June 30, 2022 2023 2022 2023 Expected life (in years) 4.0 - 6.25 4.0 - 6.25 4.0 4.0 - 6.25 Risk-free interest rate 2.41 %- 3.35 % 3.58 %- 4.31 % 3.35 % 4.05 %- 4.31 % Expected volatility 51 %- 61 % 53 %- 64 % 61 % 53 %- 64 % Stock option activity during the six months ended June 30, 2023 is summarized as follows: Shares Weighted average Weighted average Balance at December 31, 2022 3,766 $ 3.14 6.67 Options granted 1,350 2.00 Options forfeited ( 245 ) 2.67 Options expired ( 368 ) 4.42 Balance at June 30, 2023 4,503 $ 2.73 6.38 Restricted stock awards and restricted stock unit activity during the six months ended June 30, 2023 is summarized as follows: Shares/ Weighted average Unvested balance at December 31, 2022 1,640 $ 2.53 Granted 259 1.97 Vested ( 412 ) 2.44 Forfeited ( 219 ) 2.74 Unvested balance at June 30, 2023 1,268 $ 2.42 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (7) Net Loss Per Share The Company computes net loss per share of Class A and Class B common stock using the two-class method. Under the provisions of the two-class method, basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net loss per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net loss per share of Class A common stock does not assume the conversion of those shares. In accordance with the two-class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on the Company’s common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2022 2023 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ ( 335 ) $ ( 2,778 ) $ ( 792 ) $ ( 6,428 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,670 4,661 37,837 Basic net loss per share applicable to common stockholders $ ( 0.07 ) $ ( 0.07 ) $ ( 0.17 ) $ ( 0.17 ) Three Months Ended June 30, 2022 2023 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ ( 165 ) $ ( 1,366 ) $ ( 301 ) $ ( 2,443 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,696 4,661 37,840 Basic net loss per share applicable to common stockholders $ ( 0.03 ) $ ( 0.03 ) $ ( 0.06 ) $ ( 0.06 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2022 2023 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ ( 335 ) $ ( 2,778 ) $ ( 792 ) $ ( 6,428 ) Reallocation of discontinued operations for Class A shares — ( 335 ) — ( 792 ) Diluted net income from discontinued operations, net of tax $ ( 335 ) $ ( 3,113 ) $ ( 792 ) $ ( 7,220 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,670 4,661 37,837 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate 4,661 43,331 4,661 42,498 Diluted net loss per share applicable to common stockholders $ ( 0.07 ) $ ( 0.07 ) $ ( 0.17 ) $ ( 0.17 ) Three Months Ended June 30, 2022 2023 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss applicable to common stockholders $ ( 165 ) $ ( 1,366 ) $ ( 301 ) $ ( 2,443 ) Reallocation of net loss for Class A shares as a result of — ( 165 ) — ( 301 ) Diluted net loss applicable to common stockholders $ ( 165 ) $ ( 1,531 ) $ ( 301 ) $ ( 2,744 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,696 4,661 37,840 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate 4,661 43,357 4,661 42,501 Diluted net loss per share applicable to common stockholders $ ( 0.03 ) $ ( 0.03 ) $ ( 0.06 ) $ ( 0.06 ) For the three and six months ended June 30, 2022 and 2023, the computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • As of June 30, 2022 and 2023 , outstanding options to acquire 3,554 and 4,503 shares, respectively of Class B common stock. • As of June 30, 2022 and 2023 , 984 and 989 shares of unvested Class B restricted common shares, respectively. • As of June 30, 2022 and 2023 , 579 and 279 restricted stock units, respectively. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Statement Information | (8) Supplemental Financial Statement Information Property and Equipment Property and equipment consisted of the following (in thousands): December 31, June 30, 2022 2023 Computer and other related equipment $ 14,939 $ 15,789 Purchased and internally developed software 3,090 4,721 Furniture and fixtures 1,273 276 Leasehold improvements 1,732 - Construction in progress 1,400 25 $ 22,434 $ 20,811 Less: Accumulated depreciation and amortization ( 18,384 ) ( 16,142 ) Property and equipment, net $ 4,050 $ 4,669 We capitalize certain software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs include (i) external direct costs of materials and services utilized in developing computer software, (ii) compensation and related benefits for employees who are directly associated with the software projects. Capitalized software costs are amortized on a straight-line basis when placed into service over the estimated useful life of the software, generally averaging three years . We capitalized software development costs of $ 440,000 for the six months ended June 30, 2023. Upon retirement or other disposal of property, plant and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds are recorded in earnings. Depreciation and amortization expense related to property and equipment was approximately $ 689,000 and $ 679,000 for the six months ended June 30, 2023 and 2022 , respectively. Depreciation and amortization expense related to property and equipment was approximately $ 351,000 and $ 361,000 for the three months ended June 30, 2023 and 2022, respectively. In fiscal year 2023, we entered into a financing lease agreement to borrow $ 786,000 for the procurement of server equipment. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | (9) Leases The Company has an operating lease for office space for its corporate headquarters in Seattle, Washington. It also has operating leases for office space in Wichita, Kansas. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentives amortized as a reduction of rent expense over the lease term. The Company’s prior lease agreement with respect to office space in Seattle, Washington, as amended, was terminated by the Company effective on March 31, 2023. In the first quarter of 2023, we paid approximately $ 671,000 as provided in the lease for the early termination. The lease agreement with respect to office space in Seattle, Washington commenced in April 2023 , with a lease term of 57 months, and expires on November 30, 2027 . Lease cost recognized in the Company’s Condensed Consolidated Statements of Operations and other information is summarized as follows (in thousands): Six Months Ended June 30, 2022 2023 Lease expense: Operating lease cost $ 962 $ 644 Finance lease cost Amortization of right-of-use assets - 69 Interest on lease liabilities - 18 Short-term operating lease cost 108 138 Total lease cost $ 1,070 $ 869 Other information: Weighted average remaining lease terms (years): Operating leases 1.5 3.8 Finance leases - 2.4 Weighted average discount rate: Operating leases (1) 4.7 % 6.6 % Finance leases - 14.8 % (1) The discount rate used to compute the present value of total lease liabilities as of June 30, 2023 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the commencement date of lease. Three Months Ended June 30, 2022 2023 Lease expense: Operating lease cost $ 504 $ 152 Finance lease cost Amortization of right-of-use assets - 56 Interest on lease liabilities - 18 Short-term operating lease cost 68 44 Total operating lease cost $ 572 $ 270 Assets under finance leases, which primarily represent computer equipment, are included in property, plant and equipment, net, with the related liabilities included in finance lease liability, short-term and finance lease liability, long-term on the Condensed Consolidated Balance Sheets. As of June 30, 2023, the Company’s operating and finance lease liabilities were as follows (in thousands): Operating Leases Finance Leases Gross future lease payments $ 2,183 $ 860 Less: imputed interest ( 287 ) ( 153 ) Present value of total lease liabilities 1,896 707 Less: current portion of lease liabilities ( 443 ) ( 264 ) Total long-term lease liabilities $ 1,453 $ 443 |
Commitments, Contingencies, and
Commitments, Contingencies, and Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Commitments, Contingencies, and Taxes | (10) Commitments, Contingencies, and Taxes Commitments The Company has commitments for future payments primarily related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. Other contractual obligations primarily relate to minimum contractual payments due to outside service providers. Future minimum payments are approximately as follows (in thousands): Facilities and Other Total 2023 $ 469 $ 916 $ 1,385 2024 945 255 1,200 2025 915 28 943 2026 397 — 397 2027 and after 310 — 310 Total minimum payments $ 3,036 $ 1,199 $ 4,235 (1) For additional information regarding the Company's operating leases, see Note 9, Leases of the Notes to the Condensed Financial Statements. Contingencies The Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. We could become in the future subject to legal proceedings, governmental investigations, and claims in the ordinary course of business, including employment claims, contract-related claims, and claims of alleged infringement of third-party patents, trademarks, and other intellectual property rights. Such claims, even if not meritorious, could force us to expend significant financial and managerial resources and could be material. In some agreements to which the Company is a party to, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material. On October 21, 2022, the Shareholder Representatives for the former shareholders of Telmetrics, Inc. filed litigation against the Company in the U.S. District Court for the District of Delaware. The plaintiffs are asserting claims under a share purchase agreement and escrow agreement regarding entitlement to an earnout of up to $ 3 million and $ 1 million that was placed in escrow to secure indemnification obligations. On March 1, 2023, the Company filed a motion to compel arbitration and/or dismiss this litigation. On March 22, 2023, the plaintiffs filed an amended complaint also seeking substantial punitive damages. On April 14, 2023, the Company filed a motion to compel arbitration and/or dismiss this amended complaint. On May 9, 2023, the plaintiffs filed a second amended complaint. On June 7, 2023, the Company filed a motion to compel arbitration and/or dismiss the second amended complaint. The plaintiffs filed a responsive brief on July 5, 2023, and the Company filed a reply brief on July 26, 2023. The motion is now pending before the Court. While we believe we have meritorious defenses to this lawsuit and are vigorously defending against it, litigation is inherently uncertain and we cannot currently predict the ultimate outcome of this matter. While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity. Taxes The Company determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100 % valuation allowance against these deferred tax assets as of December 31, 2022 and June 30, 2023. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considered the future reversal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized. From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact the Company’s effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The Company files U.S. federal, certain U.S. states, and certain foreign tax returns. Generally, U.S. federal, U.S. state, and foreign tax returns filed for years after 2012 are within the statute of limitations and are under examination or may be subject to examination. |
Identifiable Intangible Assets
Identifiable Intangible Assets from Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets from Acquisitions | (11) Identifiable Intangible Assets from Acquisitions Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2022 Gross Carrying Accumulated Impairment Net Carrying Customer relationships $ 13,018 $ ( 8,202 ) $ ( 3,430 ) $ 1,386 Technologies 9,369 ( 7,372 ) ( 1,062 ) 935 Non-compete agreements 3,409 ( 2,794 ) ( 346 ) 269 Tradenames 734 ( 613 ) ( 121 ) - Total identifiable intangible assets from acquisition $ 26,530 $ ( 18,981 ) $ ( 4,959 ) $ 2,590 As of June 30, 2023 Gross Carrying Accumulated Impairment Net Carrying Customer relationships $ 13,018 $ ( 8,963 ) $ ( 3,430 ) $ 625 Technologies 9,369 ( 7,606 ) ( 1,062 ) 701 Non-compete agreements 3,409 ( 2,861 ) ( 346 ) $ 202 Tradenames 734 ( 613 ) ( 121 ) - Total identifiable intangible assets from acquisition $ 26,530 $ ( 20,043 ) $ ( 4,959 ) $ 1,528 Amortizable intangible assets are amortized on a straight-line basis over their useful lives. Customer relationships, acquired technologies, tradenames, and non-compete agreements have a weighted average useful life from date of purchase of 5 years, 3 - 5 years, 2 years, 1 - 3 years, respectively. Based upon the current amount of acquired identifiable intangible assets subject to amortization, the estimated remaining amortization expense for the next two years is as follows: $ 926,000 million in 2023 and $ 602,000 in 2024. |
Support Service Fees
Support Service Fees | 6 Months Ended |
Jun. 30, 2023 | |
Support Service Fees [Abstract] | |
Support Service Fees | (12) Support Service Fees In connection with our October 2020 divestiture, th e Company entered into an administrative support services agreement with the related party purchaser pursuant to which the Company will provide services to the related party purchaser for a support service fee. The Company recognized $ 1.1 million and $ 3.6 million for the six months ended June 30, 2023 and 2022, respectively, and $ 500,000 and $ 1.6 million for the three months ended June 30, 2023 and 2022, respectively. The support service fees are included in the Company’s Condensed Consolidated Statements of Operations, net of the related expenses, within Service costs , Sales and marketing , Product development , and General and administrative . As of June 30, 2023 , the net amount due from the purchaser of $ 627,000 is included in the Company’s Condensed Consolidated Balance Sheet within Prepaid expenses and other current assets . |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a conversational analytics and solutions company that helps businesses connect, drive, measure, and convert callers into customers, and connects the voice of the customer to their business. We deliver data insights and incorporate artificial intelligence (AI)-powered functionality that drives insights and solutions to help companies find, engage and support their customers across voice and text-based communication channels. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The preparation of our unaudited Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company has used estimates related to several financial statement amounts, including revenues, allowance for doubtful accounts, allowance for advertiser credits, useful lives for property and equipment and intangible assets, valuation of intangible assets, the fair value of stock option awards, the impairment of goodwill and the valuation allowance for deferred tax assets. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023, or for any other period. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. The balance sheet at December 31, 2022 has been derived from the audited Consolidated Financial Statements at that date. This report should be read in conjunction with the Consolidated Financial Statements in our 2022 Form 10-K where we include additional information about our policies and the methods and assumptions used in our estimates. Our Company consolidates all entities that we control by ownership of a majority voting interest. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the Condensed Consolidated Financial Statements in the prior periods to conform to the current period presentation. Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Condensed Consolidated Statements of Operations. |
Recent Accounting Pronouncement Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective To date, there have been no recent accounting pronouncements not yet effective that are expected to have a material impact on our Condensed Consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition We generate the majority of our revenues from core analytics and solutions services. Customers typically receive the benefit of the Company’s services as they are performed and substantially all the Company’s revenue is recognized over time as the services are performed. Revenue is recognized when a customer obtains control of services in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service or product to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s call analytics technology platform provides data and insights that can measure the performance of mobile, online and offline advertising for customers and small business resellers. The Company generates revenue from the Company’s call analytics technology platform when advertisers pay the Company a fee for each call/text or call/text related data element they receive from calls or texts or for each phone number tracked based on a pre-negotiated rate. Revenue is recognized as services are provided over time, which is generally measured by the delivery of each call/text or call/text related data element or each phone number tracked. The majority of the Company’s customers are invoiced on a monthly basis following the month of the delivery of services and are required to make payments under standard credit terms. Collection on the related receivables may vary from reported information based upon third-party refinement of the estimated and reported amounts owed that occurs subsequent to period ends. The Company establishes an allowance for advertiser credits, which is included in Other accrued expenses and current liabilities in the balance sheet, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. The balance associated with the allowance for advertiser credits in the Company’s Condensed Consolidated Balance Sheet was $ 84,443 and $ 219,000 as of December 31, 2022 and June 30, 2023, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s Condensed Consolidated Balance Sheet as of December 31, 2022 and June 30, 2023 was $ 1.4 million and $ 1.4 million , respectively. During the six months ended June 30, 2023 and 2022, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $ 673,000 and $ 643,000 , respectively. During the three months ended June 30, 2023 and 2022, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $ 132,000 and $ 219,000 , respectively. The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year , the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation based on its relative standalone selling price and recognized when revenue recognition criteria for each performance obligation are met. The standalone selling price for each performance obligation is established based on the sales price at which the Company would sell a promised good or service separately to a customer or the estimated standalone selling price. The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales commissions, are generally deferred and amortized to sales and marketing expense over the estimated life of the relevant customer relationship of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of December 31, 2022 and June 30, 2023, the Company had $ 163,000 and $ 193,000 of net deferred contract costs, respectively, and the accumulated amortization associated with these costs was $ 1.5 million and $ 1.6 million for the periods ended December 31, 2022 and June 30, 2023 , respectively. |
Stock-Based Compensation | The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the six months ended June 30, 2022 and 2023 the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows (in percentages): Six Months Ended June 30, Three Months Ended June 30, 2022 2023 2022 2023 United States 98 % 99 % 98 % 99 % Canada and other countries 2 % 1 % 2 % 1 % Total 100 % 100 % 100 % 100 % |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Outstanding Receivable Balance | The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows (in percentages): December 31, June 30, 2022 2023 Customer A 28 % 17 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Cash and Cash Equivalents | The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2022 and June 30, 2023 (in thousands): December 31, June 30, 2022 2023 Level 1 Assets: Cash $ 9,020 $ 9,044 Money market funds 11,454 5,078 Total cash and cash equivalents $ 20,474 $ 14,122 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Expense Included in Operating Expense | Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Six Months Ended Three Months Ended 2022 2023 2022 2023 Service costs $ 79 $ - $ 45 $ ( 45 ) Sales and marketing 391 491 200 228 Product development 158 133 76 47 General and administrative 781 876 393 471 Total stock-based compensation $ 1,409 $ 1,500 $ 714 $ 701 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Six Months Ended June 30, Three Months Ended June 30, 2022 2023 2022 2023 Expected life (in years) 4.0 - 6.25 4.0 - 6.25 4.0 4.0 - 6.25 Risk-free interest rate 2.41 %- 3.35 % 3.58 %- 4.31 % 3.35 % 4.05 %- 4.31 % Expected volatility 51 %- 61 % 53 %- 64 % 61 % 53 %- 64 % |
Summary of Stock Option Activity | Stock option activity during the six months ended June 30, 2023 is summarized as follows: Shares Weighted average Weighted average Balance at December 31, 2022 3,766 $ 3.14 6.67 Options granted 1,350 2.00 Options forfeited ( 245 ) 2.67 Options expired ( 368 ) 4.42 Balance at June 30, 2023 4,503 $ 2.73 6.38 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the six months ended June 30, 2023 is summarized as follows: Shares/ Weighted average Unvested balance at December 31, 2022 1,640 $ 2.53 Granted 259 1.97 Vested ( 412 ) 2.44 Forfeited ( 219 ) 2.74 Unvested balance at June 30, 2023 1,268 $ 2.42 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Net Loss Per Share Basic and Diluted | The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2022 2023 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ ( 335 ) $ ( 2,778 ) $ ( 792 ) $ ( 6,428 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,670 4,661 37,837 Basic net loss per share applicable to common stockholders $ ( 0.07 ) $ ( 0.07 ) $ ( 0.17 ) $ ( 0.17 ) Three Months Ended June 30, 2022 2023 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ ( 165 ) $ ( 1,366 ) $ ( 301 ) $ ( 2,443 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,696 4,661 37,840 Basic net loss per share applicable to common stockholders $ ( 0.03 ) $ ( 0.03 ) $ ( 0.06 ) $ ( 0.06 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2022 2023 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ ( 335 ) $ ( 2,778 ) $ ( 792 ) $ ( 6,428 ) Reallocation of discontinued operations for Class A shares — ( 335 ) — ( 792 ) Diluted net income from discontinued operations, net of tax $ ( 335 ) $ ( 3,113 ) $ ( 792 ) $ ( 7,220 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,670 4,661 37,837 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate 4,661 43,331 4,661 42,498 Diluted net loss per share applicable to common stockholders $ ( 0.07 ) $ ( 0.07 ) $ ( 0.17 ) $ ( 0.17 ) Three Months Ended June 30, 2022 2023 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss applicable to common stockholders $ ( 165 ) $ ( 1,366 ) $ ( 301 ) $ ( 2,443 ) Reallocation of net loss for Class A shares as a result of — ( 165 ) — ( 301 ) Diluted net loss applicable to common stockholders $ ( 165 ) $ ( 1,531 ) $ ( 301 ) $ ( 2,744 ) Denominator: Weighted average number of shares outstanding used to calculate 4,661 38,696 4,661 37,840 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate 4,661 43,357 4,661 42,501 Diluted net loss per share applicable to common stockholders $ ( 0.03 ) $ ( 0.03 ) $ ( 0.06 ) $ ( 0.06 ) |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, June 30, 2022 2023 Computer and other related equipment $ 14,939 $ 15,789 Purchased and internally developed software 3,090 4,721 Furniture and fixtures 1,273 276 Leasehold improvements 1,732 - Construction in progress 1,400 25 $ 22,434 $ 20,811 Less: Accumulated depreciation and amortization ( 18,384 ) ( 16,142 ) Property and equipment, net $ 4,050 $ 4,669 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information | Lease cost recognized in the Company’s Condensed Consolidated Statements of Operations and other information is summarized as follows (in thousands): Six Months Ended June 30, 2022 2023 Lease expense: Operating lease cost $ 962 $ 644 Finance lease cost Amortization of right-of-use assets - 69 Interest on lease liabilities - 18 Short-term operating lease cost 108 138 Total lease cost $ 1,070 $ 869 Other information: Weighted average remaining lease terms (years): Operating leases 1.5 3.8 Finance leases - 2.4 Weighted average discount rate: Operating leases (1) 4.7 % 6.6 % Finance leases - 14.8 % (1) The discount rate used to compute the present value of total lease liabilities as of June 30, 2023 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the commencement date of lease. Three Months Ended June 30, 2022 2023 Lease expense: Operating lease cost $ 504 $ 152 Finance lease cost Amortization of right-of-use assets - 56 Interest on lease liabilities - 18 Short-term operating lease cost 68 44 Total operating lease cost $ 572 $ 270 |
Schedule of Operating and Finance Lease Liabilities | As of June 30, 2023, the Company’s operating and finance lease liabilities were as follows (in thousands): Operating Leases Finance Leases Gross future lease payments $ 2,183 $ 860 Less: imputed interest ( 287 ) ( 153 ) Present value of total lease liabilities 1,896 707 Less: current portion of lease liabilities ( 443 ) ( 264 ) Total long-term lease liabilities $ 1,453 $ 443 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities and Other Total 2023 $ 469 $ 916 $ 1,385 2024 945 255 1,200 2025 915 28 943 2026 397 — 397 2027 and after 310 — 310 Total minimum payments $ 3,036 $ 1,199 $ 4,235 (1) For additional information regarding the Company's operating leases, see Note 9, Leases of the Notes to the Condensed Financial Statements. |
Identifiable Intangible Asset_2
Identifiable Intangible Assets from Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Identifiable Intangible Assets from Acquisitions | Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2022 Gross Carrying Accumulated Impairment Net Carrying Customer relationships $ 13,018 $ ( 8,202 ) $ ( 3,430 ) $ 1,386 Technologies 9,369 ( 7,372 ) ( 1,062 ) 935 Non-compete agreements 3,409 ( 2,794 ) ( 346 ) 269 Tradenames 734 ( 613 ) ( 121 ) - Total identifiable intangible assets from acquisition $ 26,530 $ ( 18,981 ) $ ( 4,959 ) $ 2,590 As of June 30, 2023 Gross Carrying Accumulated Impairment Net Carrying Customer relationships $ 13,018 $ ( 8,963 ) $ ( 3,430 ) $ 625 Technologies 9,369 ( 7,606 ) ( 1,062 ) 701 Non-compete agreements 3,409 ( 2,861 ) ( 346 ) $ 202 Tradenames 734 ( 613 ) ( 121 ) - Total identifiable intangible assets from acquisition $ 26,530 $ ( 20,043 ) $ ( 4,959 ) $ 1,528 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | |||||
Allowance for advertiser credits | $ 219,000 | $ 219,000 | $ 84,443 | ||
Deferred revenue | 1,400,000 | 1,400,000 | 1,400,000 | ||
Revenue recognized | 132,000 | $ 219,000 | $ 673,000 | $ 643,000 | |
Revenue, Practical expedient description terms | The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. | ||||
Customer Relationships | |||||
Disaggregation Of Revenue [Line Items] | |||||
Estimated life | 24 months | ||||
Customer Contracts | |||||
Disaggregation Of Revenue [Line Items] | |||||
Deferred contract costs, net | $ 193,000 | $ 193,000 | 163,000 | ||
Amortization associated with deferred contract costs | $ 1,600,000 | $ 1,500,000 | |||
Maximum | Customer Contracts | |||||
Disaggregation Of Revenue [Line Items] | |||||
Threshold amortization period when company obtains a contact | 1 year |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Detail 1) | Jun. 30, 2023 |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Performance obligations for contracts, effective term | 1 year |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) - Segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Number of operating segments | 1 | 1 | 1 | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Revenue | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information | ||||
Revenues by geographic region | 100% | 100% | 100% | 100% |
United States | ||||
Segment Reporting Information | ||||
Revenues by geographic region | 99% | 98% | 99% | 98% |
Canada and Other Countries | ||||
Segment Reporting Information | ||||
Revenues by geographic region | 1% | 2% | 1% | 2% |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 Entity | Jun. 30, 2023 Entity | |
Concentration Risk [Line Items] | ||
Number of financial institutions | 1 | 1 |
Revenue | Customer Concentration Risk | Customer | ||
Concentration Risk [Line Items] | ||
Revenues by geographic region | 11% | 11% |
Schedule of Outstanding Receiva
Schedule of Outstanding Receivable Balance (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Customer Concentration Risk | Customer A | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Revenues by geographic region | 17% | 28% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Vale of Cash and Cash Equivalents (Detail) - Level 1 - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 14,122 | $ 20,474 |
Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | 9,044 | 9,020 |
Mutual Fund | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 5,078 | $ 11,454 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) | Nov. 30, 2014 shares |
Class B | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares authorized to be repurchased | 3,000,000 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 701 | $ 714 | $ 1,500 | $ 1,409 |
Service Costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | (45) | 45 | 79 | |
Sales and Marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 228 | 200 | 491 | 391 |
Product Development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 47 | 76 | 133 | 158 |
General and Administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 471 | $ 393 | $ 876 | $ 781 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk-free interest rate, minimum | 4.05% | 3.35% | 3.58% | 2.41% |
Risk-free interest rate, maximum | 4.31% | 4.31% | 3.35% | |
Expected volatility, minimum | 53% | 61% | 53% | 51% |
Expected volatility, maximum | 64% | 64% | 61% | |
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 4 years | 4 years | 4 years | 4 years |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, Beginning Balance | 3,766 | |
Options granted, Shares | 1,350 | |
Options forfeited, Shares | (245) | |
Options expired, Shares | (368) | |
Number of shares, Ending Balance | 4,503 | 3,766 |
Weighted average exercise price, Beginning Balance | $ 3.14 | |
Options granted, Weighted average exercise price | 2 | |
Options forfeited, Weighted average exercise price | 2.67 | |
Options expired, Weighted average exercise price | 4.42 | |
Weighted average exercise price, Ending Balance | $ 2.73 | $ 3.14 |
Weighted average remaining contractual term, End of the period | 6 years 4 months 17 days | 6 years 8 months 1 day |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 1,640 |
Granted, Shares | shares | 259 |
Vested, Shares | shares | (412) |
Forfeited, Shares | shares | (219) |
Unvested Shares, Ending Balance | shares | 1,268 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 2.53 |
Granted, Weighted average grant date fair value | $ / shares | 1.97 |
Vested, Weighted average grant date fair value | $ / shares | 2.44 |
Forfeited, Weighted average grant date fair value | $ / shares | 2.74 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 2.42 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Net Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss applicable to common stockholders | $ (2,744) | $ (1,531) | $ (7,220) | $ (3,113) |
Denominator: | ||||
Basic net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Class A | ||||
Numerator: | ||||
Net loss applicable to common stockholders | $ (301) | $ (165) | $ (792) | $ (335) |
Diluted net income from discontinued operations, net of tax | $ (792) | $ (335) | ||
Diluted net loss applicable to common stockholders | $ (301) | $ (165) | ||
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic net loss per share | 4,661 | 4,661 | 4,661 | 4,661 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 4,661 | 4,661 | 4,661 | 4,661 |
Basic net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Class B | ||||
Numerator: | ||||
Net loss applicable to common stockholders | $ (2,443) | $ (1,366) | $ (6,428) | $ (2,778) |
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares | (792) | (335) | ||
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares | (301) | (165) | ||
Diluted net income from discontinued operations, net of tax | $ (7,220) | $ (3,113) | ||
Diluted net loss applicable to common stockholders | $ (2,744) | $ (1,531) | ||
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic net loss per share | 37,840 | 38,696 | 37,837 | 38,670 |
Conversion of Class A to Class B common shares outstanding | 4,661 | 4,661 | 4,661 | 4,661 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 42,501 | 43,357 | 42,498 | 43,331 |
Basic net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.06) | $ (0.03) | $ (0.17) | $ (0.07) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Equity Option | Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 4,503 | 3,554 |
Restricted Stock | Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 989 | 984 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 279 | 579 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 20,811 | $ 22,434 |
Less: Accumulated depreciation and amortization | (16,142) | (18,384) |
Property and equipment, net | 4,669 | 4,050 |
Computer and Other Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,789 | 14,939 |
Purchased and Internally Developed Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,721 | 3,090 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 276 | 1,273 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,732 | |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25 | $ 1,400 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Capitalized software development costs | $ 440,000 | $ 440,000 | ||
Depreciation and amortization expense | 351,000 | $ 361,000 | 689,000 | $ 679,000 |
Finance lease liability | $ 707,000 | $ 707,000 | ||
Software and Software Development Costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated life | 3 years | 3 years | ||
Server Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Finance lease liability | $ 786,000 | $ 786,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Payments for lease termination fee | $ 671,000 | |
Seattle, Washington | ||
Lessee, Lease, Description [Line Items] | ||
Lease commencement period | April 2023 | |
Lease term (in months) | 57 months | |
Lease expiration date | Nov. 30, 2027 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Lease expense: | |||||
Operating lease cost | $ 152 | $ 504 | $ 644 | $ 962 | |
Finance lease cost | |||||
Amortization of right-of-use assets | 56 | 69 | |||
Interest on lease liabilities | 18 | 18 | |||
Short-term operating lease cost | 44 | 68 | 138 | 108 | |
Total lease cost | $ 270 | $ 572 | $ 869 | $ 1,070 | |
Weighted average remaining lease terms (years): | |||||
Weighted-average remaining lease term - operating leases | 3 years 9 months 18 days | 1 year 6 months | 3 years 9 months 18 days | 1 year 6 months | |
Weighted-average remaining lease term - finance leases | 2 years 4 months 24 days | 2 years 4 months 24 days | |||
Weighted average discount rate: | |||||
Weighted-average discount rate - operating leases | [1] | 6.60% | 4.70% | 6.60% | 4.70% |
Weighted-average discount rate - finance leases | 14.80% | 14.80% | |||
[1] The discount rate used to compute the present value of total lease liabilities as of June 30, 2023 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the commencement date of lease. |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
Gross future operating lease payments | $ 2,183 | |
Less: imputed interest | (287) | |
Present value of total operating lease liabilities | 1,896 | |
Less: current portion of operating lease liabilities | (443) | $ (1,252) |
Total long-term operating lease liabilities | 1,453 | $ 385 |
Finance Leases Future Minimum Payments Due [Abstract] | ||
Gross future finance lease payments | 860 | |
Less: imputed interest | (153) | |
Present value of total finance lease liabilities | 707 | |
Less: current portion of finance lease liabilities | (264) | |
Total long-term finance lease liabilities | $ 443 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Jun. 30, 2023 USD ($) | |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | ||
Facilities and other leases 2023 | $ 469 | [1] |
Facilities and other leases 2024 | 945 | [1] |
Facilities and other leases 2025 | 915 | [1] |
Facilities and other leases 2026 | 397 | [1] |
2027 and after | 310 | [1] |
Facilities and other leases Total minimum payments | 3,036 | [1] |
Other contractual obligations 2023 | 916 | |
Other contractual obligations 2024 | 255 | |
Other contractual obligations 2025 | 28 | |
Other contractual obligations 2026 | 0 | |
2027 and after | 0 | |
Other contractual obligations, Total minimum payments | 1,199 | |
Total 2023 | 1,385 | |
Total 2024 | 1,200 | |
Total 2025 | 943 | |
Total 2026 | 397 | |
2027 and after | 310 | |
Total minimum payments | $ 4,235 | |
[1] For additional information regarding the Company's operating leases, see Note 9, Leases of the Notes to the Condensed Financial Statements. |
Commitments, Contingencies, a_3
Commitments, Contingencies, and Taxes - Additional Information (Detail) - USD ($) $ in Millions | Oct. 21, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | |||
Percentage of valuation allowance | 100% | 100% | |
Share Purchase Agreement | |||
Loss Contingencies [Line Items] | |||
Loss contingency, maximum earnout amount | $ 3 | ||
Escrow Agreement | |||
Loss Contingencies [Line Items] | |||
Loss contingency, maximum earnout amount | $ 1 |
Identifiable Intangible Asset_3
Identifiable Intangible Assets from Acquisitions - Summary of Identifiable Intangible Assets from Acquisitions (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,530 | $ 26,530 |
Accumulated Amortization | (20,043) | (18,981) |
Impairment | (4,959) | (4,959) |
Net Carrying Amount | 1,528 | 2,590 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,018 | 13,018 |
Accumulated Amortization | (8,963) | (8,202) |
Impairment | (3,430) | (3,430) |
Net Carrying Amount | 625 | 1,386 |
Technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,369 | 9,369 |
Accumulated Amortization | (7,606) | (7,372) |
Impairment | (1,062) | (1,062) |
Net Carrying Amount | 701 | 935 |
Non-compete Agreements | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,409 | 3,409 |
Accumulated Amortization | (2,861) | (2,794) |
Impairment | (346) | (346) |
Net Carrying Amount | 202 | 269 |
Tradenames | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 734 | 734 |
Accumulated Amortization | (613) | (613) |
Impairment | $ (121) | $ (121) |
Identifiable Intangible Asset_4
Identifiable Intangible Assets from Acquisitions - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Estimated remaining amortization expense in 2023 | $ 926,000 |
Estimated amortization expense in 2024 | $ 602,000 |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 5 years |
Technologies | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 3 years |
Technologies | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 5 years |
Tradenames | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 2 years |
Non-compete Agreements | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 1 year |
Non-compete Agreements | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Weighted average useful life | 3 years |
Support Service Fees - Addition
Support Service Fees - Additional Information (Detail) - Administrative Support Services Agreement - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Support Service Fees [Line Items] | ||||
Support service fees | $ 500,000 | $ 1,600,000 | $ 1,100,000 | $ 3,600,000 |
Prepaid Expenses and Other Current Assets | ||||
Support Service Fees [Line Items] | ||||
Other Receivables | $ 627,000 | $ 627,000 | ||
Other Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |