Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Mar. 06, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MCHX | ||
Entity Registrant Name | MARCHEX INC | ||
Entity Central Index Key | 1224133 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $398,556,441 | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,232,636 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 36,796,915 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ||||
Cash and cash equivalents | $80,032 | $30,912 | ||
Accounts receivable, net | 25,941 | 30,005 | ||
Prepaid expenses and other current assets | 3,143 | 2,943 | ||
Refundable taxes | 131 | 97 | ||
Deferred tax assets | 1,016 | |||
Total current assets | 109,247 | 64,973 | ||
Property and equipment, net | 5,430 | [1] | 5,440 | [1] |
Deferred tax assets | 25,138 | |||
Intangible and other assets, net | 313 | 484 | ||
Goodwill | 65,679 | 65,679 | ||
Intangible assets from acquisitions, net | 434 | |||
Total assets | 180,669 | 162,148 | ||
Current liabilities: | ||||
Accounts payable | 13,766 | 15,922 | ||
Accrued expenses and other current liabilities | 7,515 | 7,988 | ||
Deferred revenue | 2,117 | 1,388 | ||
Total current liabilities | 23,398 | 25,298 | ||
Other non-current liabilities | 1,118 | 2,095 | ||
Total liabilities | 24,516 | 27,393 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Treasury stock: 159 and 454 shares of Class B stock at December 31, 2013 and 2014, respectively | -2,503 | -2 | ||
Additional paid-in capital | 348,467 | 305,517 | ||
Accumulated deficit | -190,239 | -171,149 | ||
Total stockholders' equity | 156,153 | 134,755 | ||
Total liabilities and stockholders' equity | 180,669 | 162,148 | ||
Class A | ||||
Stockholders' equity: | ||||
Common stock | 55 | 80 | ||
Class B | ||||
Stockholders' equity: | ||||
Common stock | $373 | $309 | ||
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $17.4 million and $18.9 million at December 31, 2013 and 2014, respectively. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 137,500 | 137,500 |
Class A | ||
Common stock, shares authorized | 12,500 | 12,500 |
Common stock, shares issued | 8,032 | 8,032 |
Common stock, shares outstanding | 5,233 | 7,770 |
Class B | ||
Common stock, shares authorized | 125,000 | 125,000 |
Common stock, shares issued | 37,271 | 30,879 |
Common stock, shares outstanding | 36,817 | 30,720 |
Restricted stock, shares outstanding | 1,006 | 1,844 |
Treasury stock, shares | 454 | 159 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenue | $182,644 | $152,550 | $132,794 | |||
Expenses: | ||||||
Service costs | 114,581 | [1] | 91,858 | [1] | 75,920 | [1] |
Sales and marketing | 12,251 | [1] | 11,182 | [1] | 13,057 | [1] |
Product development | 29,561 | 27,346 | 23,200 | |||
General and administrative | 20,923 | [1] | 19,385 | [1] | 22,838 | [1] |
Amortization of intangible assets from acquisitions | 434 | [2] | 2,926 | [2] | 4,728 | [2] |
Acquisition and separation related costs | -68 | 878 | 753 | |||
Total operating expenses | 177,682 | 153,575 | 140,496 | |||
Impairment of goodwill | -15,837 | |||||
Gain on sales and disposals of intangible assets, net | 3,774 | 6,296 | ||||
Income (loss) from operations | 4,962 | 2,749 | -17,243 | |||
Other income (expense): | ||||||
Interest income | 2 | 15 | 14 | |||
Interest and line of credit expense | -76 | -76 | -438 | |||
Other, net | 12 | 24 | -25 | |||
Total other income (expense) | -62 | -37 | -449 | |||
Income (loss) before provision for income taxes | 4,900 | 2,712 | -17,692 | |||
Income tax expense | 24,277 | 1,755 | 16,566 | |||
Net income (loss) from continuing operations | -19,377 | 957 | -34,258 | |||
Discontinued operations: | ||||||
Income (loss) from discontinued operations, net of tax | 9 | -70 | -938 | |||
Gain on sale of discontinued operations, net of tax | 278 | 930 | ||||
Discontinued operations, net of tax | 287 | 860 | -938 | |||
Net income (loss) | -19,090 | 1,817 | -35,196 | |||
Dividends paid to participating securities | -127 | -657 | ||||
Net income (loss) applicable to common stockholders | -19,217 | 1,817 | -35,853 | |||
Basic and diluted net income (loss) per share applicable to common stockholders: | ||||||
Dividends paid per share | $0.08 | $0.25 | ||||
Class A | ||||||
Other income (expense): | ||||||
Net income (loss) from continuing operations | -2,852 | 222 | -9,900 | |||
Basic and diluted net income (loss) per share applicable to common stockholders: | ||||||
Continuing operations | ($0.49) | $0.03 | ($1.03) | |||
Discontinued operations, net of tax | $0.01 | $0.02 | ($0.03) | |||
Basic and diluted net income (loss) per share applicable to common stockholders | ($0.48) | $0.05 | ($1.06) | |||
Shares used to calculate basic net income (loss) per share applicable to common stockholders: | ||||||
Shares used to calculate basic net income (loss) per share applicable to common stockholders | 5,853 | 8,816 | 9,574 | |||
Shares used to calculate diluted net income (loss) per share applicable to common stockholders: | ||||||
Shares used to calculate diluted net income (loss) per share applicable to common stockholders | 5,853 | 8,816 | 9,574 | |||
Class B | ||||||
Other income (expense): | ||||||
Net income (loss) from continuing operations | -16,525 | 735 | -24,358 | |||
Discontinued operations: | ||||||
Dividends paid to participating securities | ($127) | ($657) | ||||
Basic and diluted net income (loss) per share applicable to common stockholders: | ||||||
Continuing operations | ($0.49) | $0.03 | ($1.02) | |||
Discontinued operations, net of tax | $0.01 | $0.02 | ($0.03) | |||
Basic and diluted net income (loss) per share applicable to common stockholders | ($0.48) | $0.05 | ($1.05) | |||
Shares used to calculate basic net income (loss) per share applicable to common stockholders: | ||||||
Shares used to calculate basic net income (loss) per share applicable to common stockholders | 34,157 | 26,798 | 24,412 | |||
Shares used to calculate diluted net income (loss) per share applicable to common stockholders: | ||||||
Shares used to calculate diluted net income (loss) per share applicable to common stockholders | 40,010 | 36,999 | 33,986 | |||
[1] | Excludes amortization of intangible assets from acquisitions. | |||||
[2] | Components of amortization of intangible assets from acquisitions: |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Service costs | $434 | $1,981 | $3,484 | |||
Sales and marketing | 945 | 1,228 | ||||
General and administrative | 16 | |||||
Total | $434 | [1] | $2,926 | [1] | $4,728 | [1] |
[1] | Components of amortization of intangible assets from acquisitions: |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Class A | Class B | Class A common stock | Class A common stock | Treasury stock | Additional paid-in capital | Accumulated deficit |
USD ($) | USD ($) | Class A | Class B | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | |||||||
Beginning Balance at Dec. 31, 2011 | $159,008,000 | $99,000 | $281,000 | ($1,067,000) | $297,465,000 | ($137,770,000) | ||
Beginning Balance, share at Dec. 31, 2011 | -157,000 | |||||||
Beginning Balance (in shares) at Dec. 31, 2011 | 9,632,000 | 28,074,000 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 6,000 | |||||||
Issuance of common stock upon exercise of stock options | 27,000 | 27,000 | ||||||
Income tax shortfall of option exercises and restricted stock vesting, net | -4,006,000 | -4,006,000 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 10,000 | |||||||
Issuance of common stock under employee stock purchase plan | 36,000 | 36,000 | ||||||
Issuance of restricted stock (in shares) | 1,484,000 | |||||||
Issuance of restricted stock | 15,000 | 15,000 | ||||||
Tax withholding related to restricted stock awards, Shares | -7,000 | -384,000 | ||||||
Tax withholding related to restricted stock awards | -1,611,000 | -4,000 | -1,607,000 | |||||
Repurchase of Class B common stock, shares | -387,000 | -387,000 | ||||||
Repurchase of Class B common stock | -1,651,000 | -1,700,000 | -1,651,000 | |||||
Conversion of Class A common stock to Class B common stock (in shares) | -62,000 | 62,000 | ||||||
Conversion of Class A common stock to Class B common stock | -1,000 | 1,000 | ||||||
Repurchase of unvested restricted stock, shares | -723,000 | |||||||
Repurchase of unvested restricted stock | -7,000 | -7,000 | ||||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 15,696,000 | 15,696,000 | ||||||
Retirement of treasury stock (in shares) | -1,249,000 | 1,249,000 | ||||||
Retirement of treasury stock | -13,000 | 2,716,000 | -2,703,000 | |||||
Net income (loss) | -35,196,000 | -35,196,000 | ||||||
Common stock cash dividends | -9,376,000 | -9,376,000 | ||||||
Ending Balance at Dec. 31, 2012 | 122,935,000 | 98,000 | 284,000 | -13,000 | 295,532,000 | -172,966,000 | ||
Ending Balance, share at Dec. 31, 2012 | -402,000 | |||||||
Ending Balance (in shares) at Dec. 31, 2012 | 9,570,000 | 28,380,000 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 560,000 | |||||||
Issuance of common stock upon exercise of stock options | 2,931,000 | 6,000 | 2,925,000 | |||||
Issuance of common stock upon vesting of restricted stock units | 71,000 | |||||||
Income tax shortfall of option exercises and restricted stock vesting, net | -384,000 | -384,000 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 12,000 | |||||||
Issuance of common stock under employee stock purchase plan | 72,000 | 72,000 | ||||||
Issuance of restricted stock (in shares) | 735,000 | |||||||
Issuance of restricted stock | 7,000 | 7,000 | ||||||
Tax withholding related to restricted stock awards, Shares | -220,000 | |||||||
Tax withholding related to restricted stock awards | -1,766,000 | -2,000 | -1,764,000 | |||||
Repurchase of Class B common stock, shares | -31,000 | -31,000 | ||||||
Repurchase of Class B common stock | -119,000 | -119,000 | -119,000 | |||||
Conversion of Class A common stock to Class B common stock (in shares) | -1,800,000 | 1,800,000 | ||||||
Conversion of Class A common stock to Class B common stock | -18,000 | 18,000 | ||||||
Repurchase of unvested restricted stock, shares | -185,000 | |||||||
Repurchase of unvested restricted stock | -2,000 | -2,000 | ||||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 9,264,000 | 9,264,000 | ||||||
Retirement of treasury stock (in shares) | 679,000 | -679,000 | 679,000 | |||||
Retirement of treasury stock | -6,000 | 134,000 | -128,000 | |||||
Net income (loss) | 1,817,000 | 1,817,000 | ||||||
Ending Balance at Dec. 31, 2013 | 134,755,000 | 80,000 | 309,000 | -2,000 | 305,517,000 | -171,149,000 | ||
Ending Balance, share at Dec. 31, 2013 | -159,000 | -159,000 | ||||||
Ending Balance (in shares) at Dec. 31, 2013 | 7,770,000 | 30,720,000 | 7,770,000 | 30,879,000 | ||||
Issuance of common stock in offering, net of costs (in shares) | 3,371,000 | |||||||
Issuance of common stock in offering, net of costs | 32,482,000 | 34,000 | 32,448,000 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 747,899 | 748,000 | ||||||
Issuance of common stock upon exercise of stock options | 4,177,000 | 7,000 | 4,170,000 | |||||
Issuance of common stock upon vesting of restricted stock units | 257,000 | |||||||
Issuance of common stock upon vesting of restricted stock units shares | 3,000 | 3,000 | ||||||
Income tax shortfall of option exercises and restricted stock vesting, net | -1,229,000 | -1,229,000 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 12,000 | |||||||
Issuance of common stock under employee stock purchase plan | 67,000 | 67,000 | ||||||
Issuance of restricted stock (in shares) | 65,000 | |||||||
Issuance of restricted stock | 1,000 | 1,000 | ||||||
Tax withholding related to restricted stock awards, Shares | -175,000 | |||||||
Tax withholding related to restricted stock awards | -1,080,000 | -1,000 | -1,079,000 | |||||
Repurchase of Class B common stock, shares | -669,000 | -669,000 | ||||||
Repurchase of Class B common stock | -2,505,000 | -2,500,000 | -2,505,000 | |||||
Conversion of Class A common stock to Class B common stock (in shares) | -2,537,000 | 2,537,000 | ||||||
Conversion of Class A common stock to Class B common stock | -25,000 | 25,000 | ||||||
Repurchase of unvested restricted stock, shares | -49,000 | |||||||
Repurchase of unvested restricted stock | -1,000 | -1,000 | ||||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 11,903,000 | 11,903,000 | ||||||
Retirement of treasury stock (in shares) | 598,000 | -598,000 | 598,000 | |||||
Retirement of treasury stock | -6,000 | 6,000 | ||||||
Net income (loss) | -19,090,000 | -19,090,000 | ||||||
Common stock cash dividends | -3,330,000 | -3,330,000 | ||||||
Ending Balance at Dec. 31, 2014 | $156,153,000 | $55,000 | $373,000 | ($2,503,000) | $348,467,000 | ($190,239,000) | ||
Ending Balance, share at Dec. 31, 2014 | -454,000 | -454,000 | ||||||
Ending Balance (in shares) at Dec. 31, 2014 | 5,233,000 | 36,817,000 | 5,233,000 | 37,271,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income (loss) | ($19,090) | $1,817 | ($35,196) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Amortization and depreciation | 4,105 | 6,683 | 8,457 |
Accretion of interest expense | 362 | ||
Acquisition and separation related costs | -68 | -62 | -132 |
Impairment of goodwill | 16,739 | ||
(Gain) loss on sales of fixed assets, net | 7 | ||
Gain on sale of discontinued operations | -422 | -1,492 | |
Gain on sales and disposals of intangible assets, net | -3,774 | -6,296 | |
Allowance for doubtful accounts and advertiser credits | 1,528 | 1,722 | 1,780 |
Stock-based compensation | 11,903 | 9,264 | 15,696 |
Deferred income taxes | 24,390 | 1,968 | 16,586 |
Excess tax benefit related to stock-based compensation | -308 | ||
Change in certain assets and liabilities: | |||
Accounts receivable, net | 2,536 | -5,732 | 2,948 |
Refundable taxes, net | -34 | 167 | -100 |
Prepaid expenses and other current assets | -104 | -338 | 1,884 |
Accounts payable | -2,199 | 3,513 | -550 |
Accrued expenses and other current liabilities | -480 | -39 | -1,704 |
Deferred revenue | 729 | -49 | 79 |
Other non-current liabilities | -375 | -59 | -344 |
Net cash provided by operating activities | 22,419 | 13,596 | 19,901 |
Cash flows from investing activities: | |||
Purchases of property and equipment | -3,265 | -3,041 | -2,879 |
Proceeds from sales of property and equipment | 9 | ||
Proceeds from sales of intangible assets | 3,775 | 6,319 | |
Purchases of intangibles and changes in other non-current assets | -217 | -154 | -120 |
Proceeds from sale of discontinued operations | 304 | 1,058 | |
Net cash provided by (used in) investing activities | -3,178 | 1,647 | 3,320 |
Cash flows from financing activities: | |||
Excess tax benefit related to stock-based compensation | 308 | ||
Proceeds from offering, net of costs | 32,527 | ||
Tax withholding related to restricted stock awards | -1,080 | -3,150 | -226 |
Repurchase of Class B common stock for treasury stock | -2,486 | -119 | -1,651 |
Common stock dividends payments | -3,330 | -9,376 | |
Proceeds from exercises of stock option and vesting of restricted stock units | 4,181 | 2,931 | 27 |
Proceeds from issuance of restricted stock to employees, net of repurchases of forfeited unvested restricted stock | 5 | 8 | |
Deferred acquisition payments | -33,860 | ||
Proceeds from employee stock purchase plan | 67 | 72 | 36 |
Net cash provided by (used in) financing activities | 29,879 | -261 | -44,734 |
Net increase (decrease) in cash and cash equivalents | 49,120 | 14,982 | -21,513 |
Cash and cash equivalents at beginning of period | 30,912 | 15,930 | 37,443 |
Cash and cash equivalents at end of period | 80,032 | 30,912 | 15,930 |
Supplemental disclosure of cash flow information: | |||
Cash received (paid) during the period for income taxes, net | -70 | 19 | 117 |
Cash paid during the period for interest accretion on deferred payment | 881 | ||
Cash paid during the period for interest, net | 74 | 80 | 62 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Deferred payments related to acquisition | 835 | ||
Property and equipment acquired in accounts payable and accrued expenses | 157 | 167 | 239 |
Tax withholding related to restricted stock awards in accrued expenses | $1,384 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies and Practices | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Description of Business and Summary of Significant Accounting Policies and Practices | (1) Description of Business and Summary of Significant Accounting Policies and Practices | ||||||||||||||||||||||||
(a) Description of Business and Basis of Presentation | |||||||||||||||||||||||||
Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a mobile advertising technology company. The Company provides products and services for businesses of all sizes that depend on consumer phone calls to drive sales. The Company’s technology platform delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect high-intent consumers with businesses over the phone while its technology facilitates call quality, analyzes calls in real time and measures the outcomes of calls. The Company through its Archeo division enables the buying, selling and development of domain names. The Company also provides performance-based online advertising that connects advertisers with consumers across our owned web sites as well as third party web sites. | |||||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. | |||||||||||||||||||||||||
In July 2013, the Company sold certain assets related to Archeo’s pay-per-click advertising services. As a result, the operating results related to these certain pay-per-click assets are shown as discontinued operations in the consolidated statements of operations for all periods presented (see Note 12 Discontinued Operations). Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations. | |||||||||||||||||||||||||
(b) Cash and Cash Equivalents | |||||||||||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds. | |||||||||||||||||||||||||
(c) Fair Value of Financial Instruments | |||||||||||||||||||||||||
The Company had the following financial instruments as of December 31, 2013 and 2014: cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities. The carrying value of cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities approximates their fair value based on the liquidity of these financial instruments and their short-term nature. | |||||||||||||||||||||||||
(d) Accounts Receivable | |||||||||||||||||||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable balances are presented net of allowance for doubtful accounts and allowance for advertiser credits. | |||||||||||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||||||||||
The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. Past due balances over 90 days and specific other balances are reviewed individually for collectibility. The Company reviews the allowance for collectibility quarterly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |||||||||||||||||||||||||
The allowance for doubtful accounts activity for the periods indicated is as follows (in thousands): | |||||||||||||||||||||||||
Balance at | Charged to | Write-offs, | Balance at | ||||||||||||||||||||||
beginning | costs and | net of | end of | ||||||||||||||||||||||
of period | expenses | recoveries | period | ||||||||||||||||||||||
December 31, 2012 | $ | 793 | $ | 594 | $ | 810 | $ | 577 | |||||||||||||||||
December 31, 2013 | 577 | 772 | 728 | 621 | |||||||||||||||||||||
December 31, 2014 | 621 | 256 | 294 | 583 | |||||||||||||||||||||
Allowance for Advertiser Credits | |||||||||||||||||||||||||
The allowance for advertiser credits is the Company’s best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services. The Company determines the allowance for advertiser credits and adjustments based on analysis of historical credits. | |||||||||||||||||||||||||
The allowance for advertiser credits activity for the periods indicated is as follows (in thousands): | |||||||||||||||||||||||||
Balance at | Additions charged | Credits | Balance at | ||||||||||||||||||||||
beginning | against revenue | processed | end of | ||||||||||||||||||||||
of period | period | ||||||||||||||||||||||||
December 31, 2012 | $ | 473 | $ | 1,186 | $ | 1,074 | $ | 585 | |||||||||||||||||
December 31, 2013 | 585 | 994 | 870 | 709 | |||||||||||||||||||||
December 31, 2014 | 709 | 1,257 | 948 | 1,018 | |||||||||||||||||||||
(e) Property and Equipment | |||||||||||||||||||||||||
Property and equipment are stated at cost. Depreciation on computers and other related equipment, purchased and internally developed software, and furniture and fixtures is calculated on the straight-line method over the estimated useful lives of the assets, generally averaging three years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful lives of the assets ranging from three to eight years. | |||||||||||||||||||||||||
(f) Goodwill | |||||||||||||||||||||||||
Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method. | |||||||||||||||||||||||||
The Company applies the provisions of FASB ASC 350 “Goodwill and Intangible Assets”. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of FASB ASC 350. FASB ASC 350 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FASB ASC 360. | |||||||||||||||||||||||||
(g) Impairment or Disposal of Long-Lived Assets | |||||||||||||||||||||||||
The Company reviews its long-lived assets for impairment in accordance with FASB ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated. | |||||||||||||||||||||||||
(h) Revenue Recognition | |||||||||||||||||||||||||
The following table presents the Company’s revenues by segment for the periods presented (in thousands): | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Call-Driven | $ | 111,886 | $ | 135,126 | $ | 168,051 | |||||||||||||||||||
Archeo | 20,908 | 17,424 | 14,593 | ||||||||||||||||||||||
Total Revenue | $ | 132,794 | $ | 152,550 | $ | 182,644 | |||||||||||||||||||
Call-driven revenue consists of payments from advertisers for pay-for-call marketing services and for use of the Company’s call analytics technology. Call-driven revenue also consists of payments from reseller partners for use of the Company’s technology platform and marketing services, which they offer to their small business customers, as well as payments from advertisers for cost-per-action marketing services. Archeo revenue includes revenue generated from advertisements on the Company’s network of owned and operated websites and third-party distribution, as well as from the sale of domain names occurring after the launch of the Company’s Domains Marketplace in September 2013. Prior to the launch of Domains Marketplace, the sale of domain names were reported as gains on sales and disposals of intangible assets, net in the consolidated financial statements. | |||||||||||||||||||||||||
The following table presents our revenues, by revenue source, for the periods presented (in thousands): | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Partner and Other Revenue Sources | $ | 121,904 | $ | 141,617 | $ | 171,314 | |||||||||||||||||||
Proprietary Web site Traffic Sources and Domain Names | 10,890 | 10,933 | 11,330 | ||||||||||||||||||||||
Total Revenue | $ | 132,794 | $ | 152,550 | $ | 182,644 | |||||||||||||||||||
The Company’s partner network revenues are primarily generated using third party distribution networks to deliver the pay-for-call and pay-for-click advertisers’ listings. The distribution network includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, other targeted Web-based content, mobile carriers and other offline sources. The Company generates revenue upon delivery of qualified and reported phone calls or click-throughs to our advertisers or to advertising services providers’ listings. The Company also generates revenue from cost-per-action services, which occurs when a user makes a phone call from the Company’s advertiser’s listing or is redirected from one of the Company’s web sites or a third party web site in the Company’s distribution network to an advertiser web site and completes the specified action. The Company pays a revenue share to the distribution partners to access their mobile, online, offline and other user traffic. Other revenues include call provisioning and call tracking services, presence management services, campaign management services and outsourced search marketing platforms. | |||||||||||||||||||||||||
The Company’s proprietary web site traffic revenues are generated from the Company’s portfolio of owned web sites which are monetized with pay-for-call or pay-per-click listings that are relevant to the web sites, as well as other forms of advertising, including banner advertising and sponsorships. When an online user navigates to one of the Company’s owned and operated web sites and calls or clicks on a particular listing or completes the specified action, the Company receives a fee. Other proprietary web site traffic revenues include domain name sales, which have been recognized as revenue since the launch of its Domains Marketplace in September 2013. | |||||||||||||||||||||||||
The Company’s performance-based advertising services, which includes call advertising, pay-per-click services, and cost-per-action services accounted for more than 76% of revenue for the years ended December 31, 2012, 2013 and 2014. The Local Leads platform, which enables partner resellers to sell call advertising and/or search marketing products, campaign management services, and starting in September 2013, domain name sales through our Domains Marketplace accounted for less than 24% of revenue for the years ended December 31, 2012, 2013 and 2014. The Company has no barter transactions. | |||||||||||||||||||||||||
The Company recognizes revenue upon the completion of its performance obligation, provided that: (1) evidence of an arrangement exists; (2) the arrangement fee is fixed and determinable; and (3) collection is reasonably assured. | |||||||||||||||||||||||||
In certain cases, the Company records revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owing that occurs subsequent to period ends. | |||||||||||||||||||||||||
In providing call advertising services and pay-per-click advertising, the Company generates revenue upon delivery of qualified and reported phone calls or click-throughs to advertisers or advertising service providers’ listings. These advertisers and advertising service providers pay the Company a designated transaction fee for each phone call or click-through, which occurs when an online user makes a phone call or clicks on any of their advertisement listings after it has been placed by the Company or by the Company’s distribution partners. Each phone call or click-through on an advertisement listing represents a completed transaction. The advertisement listings are displayed within the Company’s distribution network, which includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, the Company’s portfolio of owned web sites and other targeted Web-based content, mobile carriers and offline sources. The Company also generates revenue from cost-per-action services, which occurs when a user makes a phone call from our advertiser’s listing or is redirected from one of the Company’s web sites or a third party web site in our distribution network to an advertiser web site and completes the specified action. | |||||||||||||||||||||||||
The Company generates revenue from reseller partners and publishers utilizing the Company’s Local Leads platform to sell call advertising, search marketing and other lead generation products. The Company is paid account fees and also agency fees for the Company’s products in the form of a percentage of the cost of every call or click delivered to advertisers. The reseller partners or publishers engage the advertisers and are the primary obligor, and the Company, in certain instances, is only financially liable to the publishers in the Company’s capacity as a collection agency for the amount collected from the advertisers. The Company recognizes revenue for these fees under the net revenue recognition method. In limited arrangements resellers pay the Company a fee for fulfilling an advertiser’s campaign in its distribution network and the Company acts as the primary obligor. The Company recognizes revenue for these fees under the gross revenue recognition method. | |||||||||||||||||||||||||
On September 10, 2013, the Company launched Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. Domain name sales occurring after this launch have been recognized as revenue in the consolidated financial statements. Historically, the sale of domain names were not a core operation of the Company and were peripheral to the generation of advertising revenue from domain names held for use, and as such, domain name sales were reported as gains on sales and disposals of intangible assets, net in the consolidated financial statements. | |||||||||||||||||||||||||
Advertisers pay the Company additional fees for services such as campaign management. Advertisers generally pay the Company on a click-through basis, although in certain cases the Company receives a fixed fee for delivery of these services. In some cases we also deliver banner campaigns for select advertisers. Banner advertising revenue may be based on a fixed fee per click and is generated and recognized on click-through activity. In other cases, banner payment terms are volume-based with revenue generated and recognized when impressions are delivered. | |||||||||||||||||||||||||
The Company enters into agreements with various distribution partners to provide distribution for pay-for-call and pay-per-click advertisement listings which contain call tracking numbers and/or URL strings of our advertisers. The Company generally pays distribution partners based on a percentage of revenue or a fixed amount per phone call or click-through on these listings. The Company acts as the primary obligor with the advertiser for revenue call or click-through transactions and is responsible for the fulfillment of services. | |||||||||||||||||||||||||
In accordance with FASB ASC 605, the revenue derived from advertisers is reported gross based upon the amounts received from the advertiser. The Company also recognizes revenue for certain agency contracts with advertisers under the net revenue recognition method. Under these specific agreements, the Company purchases listings on behalf of advertisers from mobile sources, search engines and applications, directories, other Web-based content providers and offline sources. The Company is paid account fees and also agency fees based on the total amount of the purchase made on behalf of these advertisers. Under these agreements, the advertisers are primarily responsible for choosing the publisher and determining pricing, and the Company, in certain instances, is only financially liable to the publisher for the amount collected from our advertisers. This creates a sequential liability for media purchases made on behalf of advertisers. In certain instances, the web publishers engage the advertisers directly and the Company is paid an agency fee based on the total amount of the purchase made by the advertiser. In other arrangements resellers pay us a fee for fulfilling an advertiser’s campaign in our distribution network and we act as the primary obligor. We recognize revenue for these fees under the gross revenue recognition method. | |||||||||||||||||||||||||
The Company applies FASB ASC 605 to account for revenue arrangements with multiple deliverables. FASB ASC 605 addresses certain aspects of accounting by a vendor for arrangements under which the vendor will perform multiple revenue-generating activities. When an arrangement involves multiple deliverables, the entire fee from the arrangement is allocated to each respective deliverable based on its relative selling price and recognized when revenue recognition criteria for each deliverable are met. The selling price for each deliverable is established based on the sales price charged when the same deliverable is sold separately, the price at which a third party sells the same or similar and largely interchangeable deliverable on a standalone basis or the estimated selling price if the deliverable were to be sold separately. | |||||||||||||||||||||||||
(i) Service Costs | |||||||||||||||||||||||||
The largest component of the Company’s service costs consist of user acquisition costs that relate primarily to payments made to distribution partners for access to their mobile, online, and other offline user traffic. The Company enters into agreements of varying durations with distribution partners that integrate the Company’s services into their web sites and indexes. The primary payment structure of the distribution partner agreements is a variable payment based on a specified percentage of revenue. These variable payments are often subject to minimum payment amounts per phone call or click-through. Other payment structures that to a lesser degree exist include: 1) fixed payments, based on a guaranteed minimum amount of usage delivered, 2) variable payments based on a specified metric, such as number of paid click-throughs, and 3) a combination arrangement with both fixed and variable amounts that may be paid in advance. | |||||||||||||||||||||||||
The Company expenses user acquisition costs based on whether the agreement provides for fixed or variable payments. Agreements with fixed payments with minimum guaranteed amounts of usage are expensed as the greater of the pro-rata amount over the term of arrangement or the actual usage delivered to date based on the contractual revenue share. Agreements with variable payments based on a percentage of revenue, number of paid phone calls or click-throughs or other metrics are expensed as incurred based on the volume of the underlying activity or revenue multiplied by the agreed-upon price or rate. | |||||||||||||||||||||||||
Service costs also include network operations and customer service costs that consist primarily of costs associated with providing performance-based advertising and search marketing services, maintaining the Company’s web sites, credit card processing fees, network costs and fees paid to outside service providers that provide the Company’s paid listings and customer services. Customer service and other costs associated with serving the Company’s call and search results and maintaining the Company’s web sites include depreciation of web sites and network equipment, colocation charges of the Company’s network web site equipment, bandwidth and software license fees, salaries of related personnel, stock-based compensation and amortization of intangible assets. Other service costs include license fees, domain name costs, amortization of the purchase cost of domain names, costs incurred for the renewal of the domain name registration and telecommunication costs, including the use of telephone numbers for providing call-based advertising services. | |||||||||||||||||||||||||
(j) Advertising Expenses | |||||||||||||||||||||||||
Advertising costs are expensed as incurred and include mobile and Internet-based advertising, sponsorships, and trade shows. Such costs are included in sales and marketing. The amounts for mobile, online and related outside marketing activities were approximately $1.8 million, $1.0 million and $780,000 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||||||
(k) Other Intangible Assets and Product Development | |||||||||||||||||||||||||
The Company capitalizes costs incurred to acquire domain names or URLs, which include the initial registration fees, and amortizes the costs over the expected useful life of the domain names on a straight-line basis. The expected useful lives range from 12 to 84 months. As of December 31, 2012, the net carrying value of Internet domains names related to domain names held for use. On September 10, 2013, the Company launched its Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. The net carrying value of Internet domain names as of December 31, 2013 and 2014 related to both domain names held for use and available for sale. In order to maintain the rights to each domain name acquired, the Company pays periodic registration fees, which generally cover a minimum period of 12 months. The Company records registration renewal fees of domain name intangible assets as a prepaid expense and recognizes the cost over the renewal period. | |||||||||||||||||||||||||
Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s Internet sites and services. Research and development costs are expensed as incurred and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality of the services. For the periods presented, substantially all of the product development expenses are research and development. Product development costs are expensed as incurred or capitalized into property and equipment in accordance with FASB ASC 350. FASB ASC 350 requires that cost incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized. | |||||||||||||||||||||||||
(l) Income Taxes | |||||||||||||||||||||||||
We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in results of operations in the period that includes the enactment date. In 2014, we adopted ASU 2013-11 whereby we reclassified uncertain tax positions of $534,000 from other non-current liabilities to deferred tax assets. | |||||||||||||||||||||||||
(m) Stock-Based Compensation | |||||||||||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. | |||||||||||||||||||||||||
(n) Use of Estimates | |||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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, the fair value of the Company’s common stock and stock option awards, the impairment of goodwill and intangible assets and the valuation allowance for deferred tax assets. Actual results could differ from those estimates. | |||||||||||||||||||||||||
In certain cases, the Company records revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owing that occurs subsequent to period ends. | |||||||||||||||||||||||||
(o) Concentrations | |||||||||||||||||||||||||
The Company maintains substantially all of its cash and cash equivalents with one financial institution and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. | |||||||||||||||||||||||||
A significant majority of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors. | |||||||||||||||||||||||||
There were no distribution partners paid more than 10% of consolidated revenue for the year ended December 31, 2012 and one distribution partner was paid less than 16% of consolidated revenue for each of the years ended December 31, 2013 and 2014. | |||||||||||||||||||||||||
The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Advertiser A | 28 | % | 25 | % | 24 | % | |||||||||||||||||||
Advertiser B | * | 13 | % | * | |||||||||||||||||||||
Advertiser C | * | 12 | % | 27 | % | ||||||||||||||||||||
Advertiser A is also a distribution partner. | |||||||||||||||||||||||||
The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages): | |||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Advertiser A | 41 | % | 41 | % | |||||||||||||||||||||
Advertiser B | 14 | % | * | ||||||||||||||||||||||
Advertiser C | 13 | % | * | ||||||||||||||||||||||
Advertiser D | * | 16 | % | ||||||||||||||||||||||
* | Less than 10%. | ||||||||||||||||||||||||
In certain cases, the Company may engage directly with one or more advertising agencies who act on an advertiser’s behalf. In addition, an advertising agency may represent more than one advertiser. For the years ended December 31, 2012, 2013 and 2014, no advertising agency represented more than 10% of consolidated revenue and as of December 31, 2013, no advertising agency represented more than 10% of consolidated accounts receivable. There was one advertising agency, which represented 13% of consolidated accounts receivable balance as of December 31, 2014. | |||||||||||||||||||||||||
(p) Net Income (Loss) Per Share | |||||||||||||||||||||||||
The Company computes net income (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 income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (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 income (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 income (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 our 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. Additionally, the Company has paid dividends equally to both classes of common stock and the unvested restricted shares since it initiated a quarterly cash dividend in November 2006. | |||||||||||||||||||||||||
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. Under the two class method, dividends paid on unvested restricted stock are allocated to these participating securities and therefore impact the calculation of amounts allocated to common stock. | |||||||||||||||||||||||||
The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute basic net income (loss) per share for the periods ended (in thousands, except per share amounts): | |||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||
Basic net income (loss) per share: | |||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income (loss) from continuing operations | $ | (9,900 | ) | $ | (24,358 | ) | $ | 222 | $ | 735 | $ | (2,852 | ) | $ | (16,525 | ) | |||||||||
Dividends paid to participating securities | — | (657 | ) | — | — | — | (127 | ) | |||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (9,900 | ) | $ | (25,015 | ) | $ | 222 | $ | 735 | $ | (2,852 | ) | $ | (16,652 | ) | |||||||||
Discontinued operations, net of tax | (264 | ) | (674 | ) | 199 | 661 | 40 | 247 | |||||||||||||||||
Net income (loss) applicable to common stockholders | $ | (10,164 | ) | $ | (25,689 | ) | $ | 421 | $ | 1,396 | $ | (2,812 | ) | $ | (16,405 | ) | |||||||||
Denominator: | |||||||||||||||||||||||||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 9,574 | 24,412 | 8,816 | 26,798 | 5,853 | 34,157 | |||||||||||||||||||
Basic net income (loss) per share: | |||||||||||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (1.03 | ) | $ | (1.02 | ) | $ | 0.03 | $ | 0.03 | $ | (0.49 | ) | $ | (0.49 | ) | |||||||||
Discontinued operations, net of tax | (0.03 | ) | (0.03 | ) | 0.02 | 0.02 | 0.01 | 0.01 | |||||||||||||||||
Basic net income (loss) per share applicable to common stockholders | $ | (1.06 | ) | $ | (1.05 | ) | $ | 0.05 | $ | 0.05 | $ | (0.48 | ) | $ | (0.48 | ) | |||||||||
The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute diluted net income (loss) per share for the periods ended (in thousands, except per share amounts): | |||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||
Diluted net income (loss) per share: | |||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income (loss) from continuing operations | $ | (9,900 | ) | $ | (24,358 | ) | $ | 217 | $ | 740 | $ | (2,852 | ) | $ | (16,525 | ) | |||||||||
Dividends paid to participating securities | — | (657 | ) | — | — | — | (127 | ) | |||||||||||||||||
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | — | (9,900 | ) | — | 217 | — | (2,852 | ) | |||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (9,900 | ) | $ | (34,915 | ) | $ | 217 | $ | 957 | $ | (2,852 | ) | $ | (19,504 | ) | |||||||||
Discontinued operations, net of tax | (264 | ) | (674 | ) | 195 | 665 | 40 | 247 | |||||||||||||||||
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | — | (264 | ) | — | 195 | — | 40 | ||||||||||||||||||
Diluted discontinued operations, net of tax | $ | (264 | ) | $ | (938 | ) | $ | 195 | $ | 860 | $ | 40 | $ | 287 | |||||||||||
Net income (loss) applicable to common stockholders | $ | (10,164 | ) | $ | (35,853 | ) | $ | 412 | $ | 1,817 | $ | (2,812 | ) | $ | (19,217 | ) | |||||||||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 9,574 | 24,412 | 8,816 | 26,798 | 5,853 | 34,157 | |||||||||||||||||||
Weighted average stock options and common shares subject to repurchase or cancellation | — | — | — | 1,385 | — | — | |||||||||||||||||||
Conversion of Class A to Class B common shares outstanding | — | 9,574 | — | 8,816 | — | 5,853 | |||||||||||||||||||
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 9,574 | 33,986 | 8,816 | 36,999 | 5,853 | 40,010 | |||||||||||||||||||
Diluted net income (loss) per share: | |||||||||||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (1.03 | ) | $ | (1.02 | ) | $ | 0.03 | $ | 0.03 | $ | (0.49 | ) | $ | (0.49 | ) | |||||||||
Discontinued operations, net of tax | (0.03 | ) | (0.03 | ) | 0.02 | 0.02 | 0.01 | 0.01 | |||||||||||||||||
Diluted net income (loss) per share applicable to common stockholders | $ | (1.06 | ) | $ | (1.05 | ) | $ | 0.05 | $ | 0.05 | $ | (0.48 | ) | $ | (0.48 | ) | |||||||||
The computation of diluted net income (loss) per share excludes the following because their effect would be anti-dilutive (in thousands): | |||||||||||||||||||||||||
• | For the years ended December 31, 2012, 2013 and 2014, outstanding options to acquire 7,029, 4,565, and 7,797 shares, respectively, of Class B common stock. | ||||||||||||||||||||||||
• | For the years ended December 31, 2012, 2013, and 2014, 2,433, 174, and 1,007 shares, respectively, of unvested Class B restricted common shares issued to employees and in connection with acquisitions. | ||||||||||||||||||||||||
• | For the year ended December 31, 2012, 2013 and 2014, 131, 43, and 1,134 restricted stock units, respectively. | ||||||||||||||||||||||||
(q) Guarantees | |||||||||||||||||||||||||
FASB ASC 460 provides accounting guidance surrounding liability recognition and disclosure requirements related to guarantees. In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC 460 except for standard indemnification provisions that are contained within many of the Company’s advertiser and distribution partner agreements, and give rise only to the disclosure requirements prescribed by FASB ASC 460. | |||||||||||||||||||||||||
In certain agreements, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, 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. As a result of these provisions, the Company may from time to time provide certain levels of financial support to contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material. | |||||||||||||||||||||||||
(r) Deferred Acquisition Payment | |||||||||||||||||||||||||
The Company’s deferred acquisition payments represent consideration payable related to a business combination in 2011. Both deferred acquisition payments were paid in cash in April 2012 and October 2012. | |||||||||||||||||||||||||
(s) Recent Accounting Pronouncement Not Yet Effective | |||||||||||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled when products or services are transferred to customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. ASU 2014-09 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently in the process of evaluating the impact of adoption of ASU 2014-09 on its consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment | (2) Property and Equipment | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
Years ended December 31, | |||||||||
2013 (1) | 2014 (1) | ||||||||
Computer and other related equipment | $ | 17,794 | $ | 18,662 | |||||
Purchased and internally developed software | 7,672 | 7,836 | |||||||
Furniture and fixtures | 1,319 | 1,416 | |||||||
Leasehold improvements | 1,829 | 1,834 | |||||||
$ | 28,614 | $ | 29,748 | ||||||
Less: accumulated depreciation and amortization | (23,174 | ) | (24,318 | ) | |||||
Property and equipment, net | $ | 5,440 | $ | 5,430 | |||||
-1 | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $17.4 million and $18.9 million at December 31, 2013 and 2014, respectively. | ||||||||
The Company has capitalized certain costs of internally developed software for internal use. The estimated useful life of costs capitalized is evaluated for each specific project. Amortization begins in the period in which the software is ready for its intended use. The Company has not capitalized any internally developed software costs during 2012, 2013 and 2014. Depreciation and amortization expense incurred by the Company was approximately $3.2 million, $3.4 million and $3.4 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
Credit_Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2014 | |
Credit Agreement | (3) Credit Agreement |
In April 2008, the Company entered into a credit agreement providing for a senior secured $30 million revolving credit facility (“Credit Agreement”). In 2011, the Company signed an amendment to the Credit Agreement, which extended the maturity period through to April 1, 2014. During the first quarter of 2014, the Company signed an amendment to the Credit Agreement, which extended the maturity period to April 1, 2017. Interest on outstanding balances under the Credit Agreement will accrue at LIBOR plus an applicable margin rate, as determined under the agreement and has an unused commitment fee. The Credit Agreement contains certain customary representations and warranties, financial covenants, events of default and is secured by substantially all of the assets of the Company. During the years ended December 31, 2012, 2013 and 2014, the Company had no borrowings under the Credit Agreement. |
Commitments
Commitments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments | (4) Commitments | ||||||||||||
The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements expiring through 2018. The Company recognizes rent expense under such agreements on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. The Company also has other contractual obligations expiring over varying time periods through 2016. Other contractual obligations primarily relate to minimum contractual payments due to distribution partners and other outside service providers. | |||||||||||||
Future minimum payments are approximately as follows (in thousands): | |||||||||||||
Facilities | Other | Total | |||||||||||
operating | contractual | ||||||||||||
leases | obligations | ||||||||||||
2015 | $ | 2,271 | $ | 2,496 | $ | 4,767 | |||||||
2016 | 2,313 | 1,431 | 3,744 | ||||||||||
2017 | 2,373 | — | 2,373 | ||||||||||
2018 | 577 | — | 577 | ||||||||||
2019 and after | — | — | — | ||||||||||
Total minimum payments | $ | 7,534 | $ | 3,927 | $ | 11,461 | |||||||
Rent expense incurred by the Company was approximately $2.0 million, $1.9 million and $1.9 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes | (5) Income Taxes | ||||||||||||
The components of income (loss) from continuing operations before provision for income taxes consist of the following (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
United States | $ | (17,696 | ) | $ | 2,710 | $ | 4,899 | ||||||
Foreign | 4 | 2 | 1 | ||||||||||
Income (loss) before provision for income taxes | $ | (17,692 | ) | $ | 2,712 | $ | 4,900 | ||||||
The provision for income taxes from continuing operations for the Company consists of the following (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Current provision (benefit) | |||||||||||||
Federal | $ | (69 | ) | $ | (11 | ) | $ | 2 | |||||
State | 63 | 34 | 34 | ||||||||||
Foreign | 2 | — | — | ||||||||||
Deferred provision | |||||||||||||
Federal | 4,139 | 874 | 3,786 | ||||||||||
State | — | — | — | ||||||||||
Tax benefit of equity adjustment for stock option exercises and restricted stock vesting | (4,227 | ) | (76 | ) | (1,231 | ) | |||||||
Valuation allowance | 16,400 | 651 | 21,686 | ||||||||||
Other | 258 | 283 | — | ||||||||||
Total income tax expense | $ | 16,566 | $ | 1,755 | $ | 24,277 | |||||||
Income tax expense (benefit) from continuing operations differed from the amounts computed by applying the U.S. federal income tax rates of 34% to income (loss) before provision for income taxes as a result of the following (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Income tax expense (benefit) at U.S. statutory rate | $ | (6,016 | ) | $ | 922 | $ | 1,666 | ||||||
State taxes, net of valuation allowance | 40 | 17 | 22 | ||||||||||
Non-deductible stock compensation | 589 | 571 | 602 | ||||||||||
Non-deductible goodwill impairment | 3,534 | — | — | ||||||||||
Effect of rate change on deferred items | 1,289 | — | — | ||||||||||
Valuation allowance | 16,400 | 651 | 21,686 | ||||||||||
Effect of non-U.S. operations, net of valuation allowance | — | — | — | ||||||||||
Research tax credits | (242 | ) | (851 | ) | (547 | ) | |||||||
Other non-deductible expenses | 972 | 445 | 848 | ||||||||||
Total income tax expense | $ | 16,566 | $ | 1,755 | $ | 24,277 | |||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Accrued liabilities not currently deductible | $ | 1,631 | $ | 1,589 | |||||||||
Intangible assets-excess of financial statement over tax amortization | 14,208 | 12,156 | |||||||||||
Goodwill recognized on financial statements in excess of tax amortization | 15,420 | 11,864 | |||||||||||
Stock-based compensation | 5,158 | 4,542 | |||||||||||
Federal net operating losses and AMT credit carryforwards | 3,897 | 5,209 | |||||||||||
State and city net operating loss carryforwards | 5,883 | 5,964 | |||||||||||
Research & experimental tax credit carryforwards | 2,613 | 2,626 | |||||||||||
Other | 582 | 852 | |||||||||||
Gross deferred tax assets | 49,392 | 44,802 | |||||||||||
Valuation allowance | (23,034 | ) | (44,802 | ) | |||||||||
Net deferred tax assets | 26,358 | — | |||||||||||
Deferred tax liabilities: | |||||||||||||
Excess of tax over financial statement depreciation | 204 | — | |||||||||||
Total deferred tax liabilities | 204 | — | |||||||||||
Net deferred tax assets | $ | 26,154 | $ | — | |||||||||
As of December 31, 2014, the Company’s federal NOL carryforwards excluding those acquired were approximately $21.6 million for income tax purposes, which will begin to expire in 2032. In connection with the 2011 Jingle acquisition, the Company acquired federal NOL carryforwards of $4.4 million, which begin to expire in 2026. As of December 31, 2014, the Company’s state and city NOL carryforwards were approximately $6.0 million, which begin to expire in 2025. | |||||||||||||
In addition, at December 31, 2013 and 2014, the Company had certain federal NOL carryforwards of approximately $1.7 million, which begin to expire in 2019. The Tax Reform Act of 1986 limits the use of NOL and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. The Company believes that such a change has occurred related to these specific NOL carryforwards, and that the utilization of the approximately $1.7 million in carryforwards is limited such that substantially all of these NOL carryforwards will never be utilized. Accordingly, the Company has not included these federal NOL carryforwards in its deferred tax assets. | |||||||||||||
As of December 31, 2014, the Company has research and development credit carryforwards of $3.3 million available for income tax purposes, which will begin to expire 2029. In December 2014, the Tax Increase Prevention Act of 2014 was signed into law and retroactively extended the research and development tax credit to January 1, 2014 to December 31, 2014. Accordingly, a tax benefit of $547,000 was included in the year ended December 31, 2014. In January 2013, the 2012 Taxpayer Relief Act was signed into law, which extended the research and development tax credit for two years to December 31, 2013 and was retroactive to January 1, 2012. A tax benefit of $398,000 related to the 2012 research and development credit is included in the year ended December 31, 2013. | |||||||||||||
The Company has recorded a deferred tax asset for stock-based compensation recorded on unexercised non-qualified stock options and certain restricted shares. The ultimate realization of this asset is dependent upon the fair value of the Company’s stock when the options are exercised and when restricted shares vest, and generation of sufficient taxable income to realize the benefit of the related tax deduction. | |||||||||||||
At December 31, 2012 , 2013 and 2014, the Company recorded a valuation allowance of $21.6 million, $23.0 million and $44.8 million respectively, against its federal, state, city and foreign net deferred tax assets, as it believes it is more likely than not that these benefits will not be realized. The net change in the total valuation allowance for each of the years ended December 31, 2013 and 2014 was an increase of $1.4 million and $21.8 million, respectively. | |||||||||||||
The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. 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 our industry, existing contracts, our ability to project future results and any appreciation of our other assets. At the end of the fourth quarter of 2012, the Company recognized a partial valuation allowance of $16.4 million on its federal deferred tax assets. During the fourth quarter of 2012, the Company incurred a $15.8 million goodwill impairment loss, which excludes $902,000 related to discontinued operations, within its Archeo reporting unit due in part to lower projected revenue growth rates and profitability levels within Archeo compared to historical results. | |||||||||||||
At December 31, 2014, based upon both positive and negative evidence available, the Company determined that it is not more likely than not that its deferred tax assets of $44.8 million will be realized and accordingly, the Company has recorded 100% valuation allowance of $44.8 million against these deferred tax assets. During the third quarter of 2014, the valuation allowance increased by $22.3 million resulting in a corresponding income tax expense of $22.3 million. In assessing the realizability of deferred tax assets, the Company considered whether it is more likely than not that some or all of the deferred tax assets will be realized. 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. The Company incurred taxable losses in 2012, 2013, and 2014 of $3.5 million, $7.6 million, and $10.5 million, respectively. During the third quarter of 2014, a significant customer cancelled its arrangement with the Company resulting in lower projected revenue and profitability. 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. | |||||||||||||
At December 31, 2013 and 2014, based upon both positive and negative evidence available, the Company has determined it is not more likely than not that certain deferred tax assets primarily relating to NOL carryforwards in certain state, city, and foreign jurisdictions will be realizable and accordingly, recorded a 100% valuation allowance of $6.0 million and $6.0 million against these deferred tax assets, respectively. The Company does not have a history of taxable income in the relevant jurisdictions and the state and foreign NOL carryforwards will more likely than not expire unutilized. Should the Company determine in the future that all or part of the deferred tax assets will be realized, a tax benefit will be recorded accordingly in the period such determination is made. | |||||||||||||
During the years ended December 31, 2012, 2013 and 2014, the Company recognized excess tax benefits (shortfall) on stock option exercises, restricted stock vesting, and dividends paid on unvested restricted stock of approximately ($4.0) million, ($76,000), and ($1.2) million, respectively, which were recorded to additional paid in capital. | |||||||||||||
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 our 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 following table summarizes activity related to tax contingencies from January 1, 2012 to December 31, 2014 (in thousands): | |||||||||||||
Gross tax contingencies—January 1, 2012 | $ | 305 | |||||||||||
Gross increases to tax positions associated with prior periods | $ | 28 | |||||||||||
Gross increases to current period tax positions | $ | — | |||||||||||
Gross decreases to tax positions associated with prior periods | $ | (83 | ) | ||||||||||
Settlements | $ | — | |||||||||||
Lapse of statute of limitations | $ | — | |||||||||||
Gross tax contingencies—December 31, 2012 | $ | 250 | |||||||||||
Gross increases to tax positions associated with prior periods | $ | — | |||||||||||
Gross increases to current period tax positions | $ | 284 | |||||||||||
Gross decreases to tax positions associated with prior periods | $ | — | |||||||||||
Settlements | $ | — | |||||||||||
Lapse of statute of limitations | $ | — | |||||||||||
Gross tax contingencies—December 31, 2013 | $ | 534 | |||||||||||
Gross increases to tax positions associated with prior periods | $ | — | |||||||||||
Gross increases to current period tax positions | $ | 183 | |||||||||||
Gross decreases to tax positions associated with prior periods | $ | — | |||||||||||
Settlements | $ | — | |||||||||||
Lapse of statute of limitations | $ | — | |||||||||||
Gross tax contingencies—December 31, 2014 | $ | 717 | |||||||||||
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 2010 are within the statute of limitations and are under examination or may be subject to examination. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Stockholders' Equity | (6) Stockholders’ Equity | ||||||||||||||||||||
(a) Common Stock and Authorized Capital | |||||||||||||||||||||
The authorized capital stock of the Company consists of 1,000,000 shares of undesignated preferred stock and 125,000,000 shares of Class B common stock. The Company’s board of directors has the authority to issue up to 1,000,000 shares of preferred stock, $0.01 par value in one or more series and has the authority to designate rights, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series. | |||||||||||||||||||||
The Company has two classes of authorized common stock: Class A common stock and Class B common stock. Except with respect to voting rights, the Class A and Class B shares have identical rights. Each share of Class A common stock is entitled to twenty-five votes per share, and each share of Class B common stock is entitled to one vote per share. Each share of Class A common stock is convertible at the holder’s option into one share of Class B common stock. | |||||||||||||||||||||
In accordance with the stockholders’ agreement signed by Class A and the founding Class B common stockholders, the following provisions survived the Company’s initial public offering: Class A stockholders other than Russell C. Horowitz may only sell, assign or transfer their Class A stock to existing Class A stockholders or to the Company and in the event of transfers of Class A stock not expressly permitted by the stockholders’ agreement, such shares of Class A stock shall be converted into shares of Class B common stock. | |||||||||||||||||||||
In April 2014, the Company completed a follow-on public offering in which the Company sold an aggregate of 3.4 million shares of the Company’s Class B common stock, which includes the exercise of the underwriters’ option to purchase 514,100 additional shares, at a public offering price of $10.50 per share. In addition, another 3.2 million shares were sold by the selling stockholders, which include the exercise of the underwriter’s option to purchase 343,000 additional shares. The Company received aggregate net proceeds of $32.5 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company did not receive any of the proceeds from the sales of shares by the selling stockholders. | |||||||||||||||||||||
In November 2006, the Company’s board of directors authorized a share repurchase program (the “2006 Repurchase Program”) for the Company to repurchase up to 3 million shares of the Company’s Class B common stock as well as the initiation of a quarterly cash dividend for the holders of the Class A and Class B common stock. The Company’s board of directors had authorized increases to the 2006 Repurchase Program for the Company to repurchase up to 13 million shares in the aggregate (less shares previously repurchased under the 2006 Repurchase Program) of the Company’s Class B common stock. During the years ended December 31, 2012 and 2013, the Company repurchased approximately 387,000, and 31,000 shares, respectively, of Class B common stock for $1.7 million, and $119,000, respectively, under the 2006 repurchase program. During the year ended December 31, 2014, the Company did not repurchase any shares of Class B common stock as part of the 2006 Repurchase Program. | |||||||||||||||||||||
In November 2014, the Company’s board of directors authorized a new 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 year ended December 31, 2014, the Company repurchased 669,000 shares of Class B common stock for $2.5 million as part of the 2014 Repurchase Program. | |||||||||||||||||||||
During the years ended December 31, 2013 and 2014, the Company’s board of directors authorized the retirement of 679,000 and 598,000 shares, respectively, of the Company’s Class B common stock, all of which had been repurchased by the Company and had been classified as treasury stock on the consolidated balance sheet before retirement. | |||||||||||||||||||||
The Company’s board of directors declared the following quarterly dividends on the Company’s Class A common stock and Class B common stock: | |||||||||||||||||||||
Approval Date | Per share | Date of record | Total amount | Payment date | |||||||||||||||||
dividend | (in thousands) | ||||||||||||||||||||
Jan-12 | $ | 0.02 | 3-Feb-12 | $ | 751 | 15-Feb-12 | |||||||||||||||
Apr-12 | $ | 0.02 | 4-May-12 | $ | 743 | 15-May-12 | |||||||||||||||
Jul-12 | $ | 0.02 | 3-Aug-12 | $ | 755 | 15-Aug-12 | |||||||||||||||
Aug-12 | $ | 0.015 | 16-Aug-12 | $ | 566 | 31-Aug-12 | |||||||||||||||
Oct-12 | $ | 0.035 | 2-Nov-12 | $ | 1,300 | November 15, 2012 | |||||||||||||||
Dec-12 | $ | 0.14 | December 18, 2012 | $ | 5,300 | December 31, 2012 | |||||||||||||||
Jan-14 | $ | 0.02 | 7-Feb-14 | $ | 771 | 18-Feb-14 | |||||||||||||||
Apr-14 | $ | 0.02 | 5-May-14 | $ | 846 | 15-May-14 | |||||||||||||||
Jul-14 | $ | 0.02 | 5-Aug-14 | $ | 856 | 15-Aug-14 | |||||||||||||||
Oct-14 | $ | 0.02 | 7-Nov-14 | $ | 857 | 18-Nov-14 | |||||||||||||||
In August 2012, the Company’s board of directors approved an increase to the Company’s quarterly cash dividend on the Company’s Class A and Class B common stock from $0.02 per share to $0.035 per share. The Company paid the incremental $0.015 per share dividends on August 31, 2012 to Class A and Class B common stockholders of record as of the close of business on August 16, 2012. The Company paid approximately $566,000 for these incremental dividends. | |||||||||||||||||||||
In December 2012, the Company’s board of directors declared a quarterly dividend for the first, second, third and fourth quarters of 2013 totaling $0.14 per share on its Class A common stock and Class B common stock, which was paid on December 31, 2012 to the holders of record as of the close of business on December 18, 2012. The dividend paid totaled $5.3 million. | |||||||||||||||||||||
In January 2015, the Company’s board of directors declared a quarterly dividend in the amount of $0.02 per share on its Class A and Class B common stock, which was paid on February 17, 2015 to the holders of record as of the close of business on February 6, 2015. This quarterly dividend totaled approximately $839,000. | |||||||||||||||||||||
(b) Stock Option Plan | |||||||||||||||||||||
The Company’s stock incentive plan (the “2003 Plan”) allows for grants of both stock option and restricted stock awards to employees, officers, non-employee directors, and consultants and such options may be designated as incentive or non-qualified stock options at the discretion of the Plan’s Administrative Committee. In May 2010, the Company’s board of directors approved an amendment to the Company’s 2003 Amended and Restated Stock Incentive Plan (the “Plan”) which provides for the grant of restricted stock units to eligible participants under the Plan. The Plan authorizes grants of options to purchase up to 4,000,000 shares of authorized but unissued Class B common stock and provides for the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 8,000,000 shares. Annual increases are to be added on the first day of each fiscal year beginning on January 1, 2004 equal to 5% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company). | |||||||||||||||||||||
In April 2012, the Company’s board of directors approved the establishment of the Marchex 2012 Stock Incentive Plan (the “2012 Plan”). After December 31, 2012, no further awards were made under the 2003 Plan. The 2012 Plan authorizes up to 3,500,000 shares of Class B common stock that may be issued with respect to awards granted under the 2012 Plan, and provides that the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 3,500,000 shares. Annual increases to each of these share limits are to be added on the first day of each fiscal year beginning on January 1, 2013 equal to 5% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company) or in the case of incentive stock options, if lesser of 2,000,000 shares of Class B common stock or such number as determined by the Company’s board of directors. As a result of this provision, the authorized number of shares available under the 2012 Plan was increased by 1,924,511 to 7,301,899 on January 1, 2014 and 2,102,493 to 9,404,392 on January 1, 2015. The Company may issue new shares or reissue treasury shares for stock option exercises and restricted stock grants. Generally, stock options have 10-year terms and vest 25% each year either annually or quarterly, over a 4-year period and restricted stock awards and units vest 25% each year annually over a 4-year period. | |||||||||||||||||||||
The Company did not grant any options with exercise prices less than the then current market value during 2012, 2013, and 2014. | |||||||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. Stock-based compensation has been included in the same lines as compensation paid to the same employees in the consolidated statement of operations. | |||||||||||||||||||||
Stock-based compensation expense was included in the following operating expense categories (in thousands): | |||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Service costs | $ | 1,869 | $ | 1,180 | $ | 1,382 | |||||||||||||||
Sales and marketing | 2,029 | 645 | 894 | ||||||||||||||||||
Product development | 1,038 | 1,635 | 2,595 | ||||||||||||||||||
General and administrative | 10,702 | 5,777 | 7,032 | ||||||||||||||||||
Total stock-based compensation | $ | 15,638 | $ | 9,237 | $ | 11,903 | |||||||||||||||
For the years ended December 31, 2012, 2013, and 2014, the income tax benefit related to stock-based compensation included in net income (loss) from continuing operations was $4.7 million, $2.6 million, and $0, respectively. FASB ASC 718 requires the benefits of tax deductions in excess of the stock-based compensation cost to be classified as financing cash inflows and is shown as “Excess tax benefit related to stock-based compensation” on the consolidated statement of cash flows. In addition, a tax benefit and a credit to additional paid-in capital for the excess deductions is not recognized until that deduction reduces taxes payable. For the years ended December 31, 2013 and 2014, we incurred excess tax benefits of $3.0 million and $6.6 million, which were not recorded because the Company is in a cumulative loss carryforward position for income taxes. | |||||||||||||||||||||
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 years ended December 31, 2012, 2013 and 2014, 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 forfeitures. 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 Company uses an expected annual dividend yield in consideration of the Company’s common stock dividend payments. | |||||||||||||||||||||
The following weighted average assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated: | |||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Expected life (in years) | 4.00 – 6.25 | 4.00 – 6.25 | 4 | ||||||||||||||||||
Risk-free interest rate | 0.47% to 0.78% | 0.57% to 2.10% | 1.25% to 1.45% | ||||||||||||||||||
Expected volatility | 65% to 70% | 54% to 64% | 55% to 62% | ||||||||||||||||||
Weighted average expected volatility | 67% | 57% | 56% | ||||||||||||||||||
Expected dividend yield | 1.33% to 3.11% | 0.87% to 2.33% | 0.76% to 2.03% | ||||||||||||||||||
The Company may issue equity awards which include stock options and restricted stock awards that have vesting based on a combination of certain service and market conditions. The compensation costs and derived service periods for stock option grants with vesting based on a combination of service and market conditions are estimated using the binomial lattice model to determine the fair value for each tranche and a Monte Carlo simulation to determine the derived service period for each tranche. The risk-free interest rate is based on the 10 year bond rate as of the valuation date based on the contractual life of the option. | |||||||||||||||||||||
The following weighted average assumptions were used in determining the fair value for options granted with vesting based on a combination of certain service and market conditions for the periods indicated: | |||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||
Expected life (in years) | 1.50 – 5.74 | 1.18 – 2.28 | |||||||||||||||||||
Risk-free interest rate | 1.81% | 2.89% | |||||||||||||||||||
Expected volatility | 60% | 61% | |||||||||||||||||||
Weighted average expected volatility | 60% | 61% | |||||||||||||||||||
Expected dividend yield | 3.17% | 0.89% | |||||||||||||||||||
There were no options granted in 2014 with vesting based on a combination of certain service and market conditions. | |||||||||||||||||||||
Stock option, restricted stock award and restricted stock unit activity during the period is as follows: | |||||||||||||||||||||
Options and | Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Restricted | options | average | average | intrinsic value | |||||||||||||||||
Stock | outstanding | exercise | remaining | (in thousands) | |||||||||||||||||
available for | price | contractual | |||||||||||||||||||
grant | of options | term | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Balance at December 31, 2013 | 1,702,174 | 7,707,713 | $ | 7.48 | 6.99 | $ | 17,148 | ||||||||||||||
Increase to option pool January 1, 2014 | 1,924,511 | — | |||||||||||||||||||
Options granted | (1,340,686 | ) | 1,340,686 | 9.32 | |||||||||||||||||
Restricted stock granted | (698,992 | ) | — | ||||||||||||||||||
Restricted stock forfeited | 117,354 | — | |||||||||||||||||||
Options exercised | — | (747,899 | ) | 5.59 | |||||||||||||||||
Options expired | 186,823 | (186,823 | ) | 11.96 | |||||||||||||||||
Options forfeited | 316,449 | (316,449 | ) | 6.55 | |||||||||||||||||
Balance at December 31, 2014 | 2,207,633 | 7,797,228 | $ | 7.9 | 6.58 | $ | 800 | ||||||||||||||
Options exercisable at December 31, 2014 (1) | 4,811,469 | $ | 8.29 | 5.33 | $ | 308 | |||||||||||||||
-1 | Includes 1,199,400 stock options, which have vested based on meeting a combination of certain service and market conditions. | ||||||||||||||||||||
Information related to stock compensation activity during the period indicated is as follows: | |||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Weighted average fair value of options granted | $ | 1.78 | $ | 2.56 | $ | 3.89 | |||||||||||||||
Intrinsic value of options exercised (in thousands) | $ | 7 | $ | 1,463 | $ | 4,016 | |||||||||||||||
Total grant date fair value of restricted stock vested (in thousands) | $ | 22,015 | $ | 5,751 | $ | 6,568 | |||||||||||||||
At December 31, 2014, there was $7.7 million of stock option compensation expense related to non-vested awards not yet recognized, which is expected to be recognized over a weighted average period of 2.0 years. | |||||||||||||||||||||
During the years ended December 31, 2012, 2013, and 2014 gross proceeds recognized from the exercise of stock options was $27,000, $2.9 million and $4.2 million, respectively. The net excess tax benefit (shortfall) on stock option exercises, restricted stock vesting, and dividends paid on unvested restricted stock during the years ended December 31, 2012, 2013 and 2014, of ($4.0) million, ($76,000) and ($1.2) million, respectively, was recorded to additional paid in capital. | |||||||||||||||||||||
Restricted stock awards and restricted stock unit activity during the period is as follows: | |||||||||||||||||||||
Shares/ | Weighted Average | ||||||||||||||||||||
Units | Grant Date | ||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Unvested at December 31, 2013 | 2,709,443 | 5.41 | |||||||||||||||||||
Granted | 698,992 | 9.3 | |||||||||||||||||||
Vested | (1,150,319 | ) | 5.71 | ||||||||||||||||||
Forfeited | (117,354 | ) | 4.77 | ||||||||||||||||||
Unvested at December 31, 2014 | 2,140,762 | 6.55 | |||||||||||||||||||
The Company issues restricted stock awards and restricted stock units to employees for future services and in connection with acquisitions. Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock awards and restricted stock units are accounted for under FASB ASC 718 using the straight-line method net of estimated forfeitures. | |||||||||||||||||||||
At December 31, 2014, there was $10.0 million of unrecognized restricted stock compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.0 years. | |||||||||||||||||||||
During 2012, 2013 and 2014, the Company repurchased 391,000, 220,000 and 175,000 shares, respectively, from certain executives for minimum withholding taxes on 1,255,000, 1,031,000 and 527,000 restricted stock award vests, respectively. The number of shares repurchased was based on the value on the vesting date of the restricted stock awards equivalent to the value of the executives’ minimum withholding taxes of $1.6 million, $1.8 million and $1.1 million for 2012, 2013, and 2014, respectively. The Company then remitted cash to the appropriate taxing authorities. The payments are reflected as a financing activity within the consolidated statement of cash flows when paid. The payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of additional paid in capital. | |||||||||||||||||||||
In February 2015, vesting of approximately 139,000 stock options and 108,000 restricted stock awards were accelerated in light of certain terms in a certain executive’s employment agreement. | |||||||||||||||||||||
(c) Employee Stock Purchase Plan | |||||||||||||||||||||
On February 15, 2004, the Company’s board of directors and stockholders approved the 2004 Employee Stock Purchase Plan (“2004 ESPP”), which became effective on March 30, 2004. The Company authorized an aggregate of 300,000 shares of Class B common stock for issuance under the plan to participating employees. | |||||||||||||||||||||
In December 2005, the compensation committee of the Company’s board of directors amended the 2004 ESPP to provide that effective January 1, 2006 eligible participants may purchase the Company’s Class B common stock under the purchase plan at a price equal to 95% of the fair value on the last day of an offering period. During the year ended December 31, 2011, 3,637 shares were purchased at prices ranging from $5.94 to $8.44 per share. During the year ended December 31, 2012, 9,817 shares were purchased at prices ranging from $3.43 to $4.24 per share. During the year ended December 31, 2013, 11,511 shares were purchased at prices ranging from $4.00 to $8.22 per share. The 2004 ESPP, as amended, expired on December 31, 2013. | |||||||||||||||||||||
On March 8, 2013, the Company’s board of directors adopted and in May 2013 the stockholders approved the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on January 1, 2014. The Company authorized an aggregate of 225,000 shares of Class B common stock for issuance under the plan to participating employees. The 2014 ESPP provides eligible employees the opportunity to purchase the Company’s Class B common stock at a price equal to 95% of the closing price on the last business day of each purchase periods. The 2014 ESPP permits eligible employees to purchase amounts up to 15% of their compensation in the purchase period, and no employee is permitted to purchase stock worth more than $25,000 in any calendar year, valued as of the first day of each purchase period. Under the 2014 ESPP plan, 11,944 shares were purchased at prices ranging from $3.94 to $11.42 per share for the year ended December 31, 2014. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Contingencies | (7) Contingencies |
The Company is involved in legal and administrative proceedings and claims of various types from time to time. 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. In some agreements to which the Company is a party to, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, 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. As a result of these provisions, the Company may from time to time provide certain levels of financial support to our contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material. |
401k_Savings_Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2014 | |
401(k) Savings Plan | (8) 401(k) Savings Plan |
The Company has a Retirement/Savings Plan (401(k) Plan) under Section 401(k) of the Internal Revenue Code, which covers those employees that meet eligibility requirements. Eligible employees may contribute up to the Internal Revenue Code prescribed maximum amounts. During 2011, the Company elected to match a portion of the employee contributions up to a defined maximum. In 2012, 2013 and 2014, cash contributions were made in the amount of $67,000, $186,000, and $276,000, respectively. |
Goodwill
Goodwill | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill | (9) Goodwill | ||||
There was no change in goodwill during 2014. The following table outlines the Company’s goodwill by reporting unit at December 31, 2013 and 2014 (in thousands): | |||||
Call-Driven | $ | 63,305 | |||
Archeo | 2,374 | ||||
Total | $ | 65,679 | |||
The Company reviews goodwill for impairment annually on November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In September 2014, the Company performed impairment testing in accordance with ASC 350 in light of the macroeconomic and competitive environments, customer changes, lower projected revenue and profitability and a significant decrease in our market capitalization. The Company also performed a review of its intangible assets under ASC 360. The estimated fair values of our reporting units were based on estimates of future operating results, discounted cash flows and other market-based factors. As a result of this testing, the Company concluded that there was no impairment of goodwill and intangible assets during the three months ended September 30, 2014. The Company performed its annual impairment testing as of November 30, 2014 and determined that there was no impairment of goodwill and intangible assets during the remainder of 2014. | |||||
When evaluating goodwill for impairment, the Company may first perform a qualitative assessment to determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. The testing of goodwill and other intangible assets for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. Events and circumstances considered in determining whether the carrying value of goodwill may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; and significant changes in competition and market dynamics. These estimates are inherently uncertain and can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, a loss of a significant customer, changes in competition or changes in the share price of the Company’s common stock and market capitalization. Significant and sustained declines in the Company’s stock price and market capitalization, a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate, among other factors, could result in the need to perform an impairment analysis in future periods. The Company cannot accurately predict the amount and timing of any future impairment of goodwill or other intangible assets. Should the value of goodwill or other intangible assets become impaired, the Company would record an impairment charge, which could have an adverse effect on its financial condition and results of operations. | |||||
The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. At various points in time during the period January 1, 2015 to March 6, 2015, the Company’s stock price approached the then book value. To the extent that changes in the current business environment impact the Company’s ability to achieve levels of forecasted operating results and cash flows, if the Company’s stock price were to trade below book value per share for an extended period of time and/or should other events occur indicating the remaining carrying value of our assets might be impaired, the Company would test its goodwill and intangible assets for impairment and may recognize an impairment loss to the extent that the carrying amount exceeds such asset’s fair value. The Company will continue to monitor its financial performance, stock price and other factors in order to determine if there are any indicators of impairment prior to its annual impairment evaluation in November 2015. | |||||
In 2012, the Company concluded that the fair value of its Archeo reporting unit was below its carrying value and recognized an impairment loss of $16.7 million including $902,000 related to discontinued operations. The estimated fair value of the Archeo reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors. The goodwill impairment recorded within the Archeo reporting unit resulted from associated amounts of goodwill allocated to in the fourth quarter in 2012, and the operating results including lower projected revenue growth rates and profitability levels compared to historical results. The lower projected operating results reflect changes in assumptions related to organic revenue growth rates, market trends, business mix, cost structure, and other expectations about the anticipated short-term and long-term operating results of the Archeo reporting unit. | |||||
In 2013, the Company recognized a decrease in goodwill of $136,000 related to the sale of certain assets related to the Company’s pay-per-click advertising services in July 2013. See Note 12. Discontinued Operations for further discussion. The testing of goodwill and other intangible assets for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, changes in competition, or changes in the share price of the Company’s common stock and market capitalization. Significant and sustained declines in the Company’s stock price and market capitalization, a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate, among other factors, could result in the need to perform an impairment analysis in future interim periods. The Company cannot accurately predict the amount and timing of any future impairment of goodwill or other intangible assets. Should the value of goodwill or other intangible assets become impaired, the Company would record an impairment charge, which could have an adverse effect on its financial condition and results of operations. |
Intangible_and_other_assets_ne
Intangible and other assets, net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Intangible and other assets, net | (10) Intangible and other assets, net | ||||||||
Intangible and other assets, net consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2014 | ||||||||
Internet domain names | $ | 14,514 | $ | 14,607 | |||||
Less accumulated amortization | (14,376 | ) | (14,499 | ) | |||||
Internet domain names, net | 138 | 108 | |||||||
Other assets: | |||||||||
Registration fees, net | 12 | — | |||||||
Other | 334 | 205 | |||||||
Total intangibles and other assets, net | $ | 484 | $ | 313 | |||||
The Company capitalizes costs incurred to acquire domain names or URLs, which include the initial registration fees, to other intangible assets, which excludes intangible assets acquired through business combinations. The capitalized costs are amortized over the expected useful life of the domain names on a straight-line basis. | |||||||||
On September 10, 2013, the Company launched its Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. Domain name sales occurring after this launch have been recognized as revenue in the consolidated financial statements. The net carrying value of Internet domain names as of December 31, 2013 and 2014 related to both domain names held for use and available for sale. | |||||||||
The Company also capitalizes costs incurred to renew or extend the term of the domain names or URLs to prepaid expenses and other current assets or registration fees, net. The capitalized costs are amortized over the renewal or extended period on a straight-line basis. The total amount of costs incurred for the years ended December 31, 2013 and 2014 to renew or extend the term for domain names was $2.7 million for each period. The weighted average renewal period for registration fees as of December 31, 2014 was approximately 1.0 year. | |||||||||
Amortization expense for Internet domain names for the years ended December 31, 2012, 2013 and 2014, was approximately $520,000, $336,000 and $239,000, respectively. | |||||||||
Based upon the current amount of domains subject to amortization, the estimated expense for the next five years is as follows: $103,000 in 2015, $5,000 in 2016 and $0 thereafter. |
Segment_Reporting_and_Geograph
Segment Reporting and Geographic Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting and Geographic Information | (11) 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. In July 2013, the Company sold certain assets related to Archeo’s pay-per-click advertising services. As a result, the operating results related to these certain pay per click assets are shown as discontinued operations, net of tax in the consolidated statements of operations for all periods presented and are excluded from segment reporting. See Note 12. Discontinued Operations for further discussion. | |||||||||||||
The Company’s Call-driven segment comprises its performance-based advertising business focused on driving phone calls. The Archeo segment comprises the Company’s click-based advertising and Internet domain name businesses. Call-driven segment expenses include both direct costs incurred by the segment business as well as corporate overhead costs. Archeo segment expenses only include direct costs incurred by the segment. Segment expenses exclude the following: stock-based compensation, amortization of intangible assets from acquisitions, acquisition and separation related costs, and other income (expense). | |||||||||||||
A measure of segment assets is not currently provided to the Company’s chief operating decision maker and has therefore not been disclosed. The carrying amount of goodwill by operating segment at December 31, 2013 and 2014 was approximately $63.3 million and $2.4 million for Call-driven and Archeo, respectively. | |||||||||||||
Selected segment information (in thousands): | |||||||||||||
Year ended December 31, 2014 | |||||||||||||
Call-driven | Archeo | Total | |||||||||||
Revenue | $ | 168,051 | $ | 14,593 | $ | 182,644 | |||||||
Operating expenses | 156,952 | 8,461 | 165,413 | ||||||||||
Segment profit | $ | 11,099 | $ | 6,132 | $ | 17,231 | |||||||
Less reconciling items: | |||||||||||||
Stock based compensation | 11,903 | ||||||||||||
Amortization of intangible assets from acquisitions | 434 | ||||||||||||
Acquisition and separation related costs | (68 | ) | |||||||||||
Interest expense and other, net | 62 | ||||||||||||
Income from continuing operations before provision for income taxes | $ | 4,900 | |||||||||||
Year ended December 31, 2013 | |||||||||||||
Call-driven | Archeo | Total | |||||||||||
Revenue | $ | 135,126 | $ | 17,424 | $ | 152,550 | |||||||
Operating expenses | 128,829 | 11,705 | 140,534 | ||||||||||
Gain on sales of intangible assets | — | 3,774 | 3,774 | ||||||||||
Segment profit | $ | 6,297 | $ | 9,493 | $ | 15,790 | |||||||
Less reconciling items: | |||||||||||||
Stock based compensation | 9,237 | ||||||||||||
Amortization of intangible assets from acquisitions | 2,926 | ||||||||||||
Acquisition and separation related costs | 878 | ||||||||||||
Interest expense and other, net | 37 | ||||||||||||
Income from continuing operations before provision for income taxes | $ | 2,712 | |||||||||||
Year ended December 31, 2012 | |||||||||||||
Call-driven | Archeo | Total | |||||||||||
Revenue | $ | 111,886 | $ | 20,908 | $ | 132,794 | |||||||
Operating expenses | 106,795 | 12,582 | 119,377 | ||||||||||
Gain on sales of intangible assets | — | 6,296 | 6,296 | ||||||||||
Segment profit | $ | 5,091 | $ | 14,622 | $ | 19,713 | |||||||
Less reconciling items: | |||||||||||||
Stock based compensation | 15,638 | ||||||||||||
Impairment of goodwill | 15,837 | ||||||||||||
Amortization of intangible assets from acquisitions | 4,728 | ||||||||||||
Acquisition and separation related costs | 753 | ||||||||||||
Interest expense and other, net | 449 | ||||||||||||
Loss from continuing operations before provision for income taxes | $ | (17,692 | ) | ||||||||||
Revenues from advertisers by geographical areas are tracked on the basis of the location of the advertiser. The vast majority of the Company’s revenue and accounts receivable are derived from domestic sales to advertisers engaged in various mobile, online and other activities. | |||||||||||||
Revenues by geographic region are as follows: | |||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
United States | 94 | % | 95 | % | 95 | % | |||||||
Canada | 6 | % | 5 | % | 3 | % | |||||||
Other countries | * | * | 2 | % | |||||||||
100 | % | 100 | % | 100 | % | ||||||||
* | Less than 1% of revenue |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations | (12) Discontinued Operations | ||||||||||||
On July 19, 2013, the Company completed the sale of certain pay-per-click advertising services to an unrelated third party. Accordingly, the results of operations of these certain pay-per-click assets are presented in the consolidated financial statements as discontinued operations, net of tax, for the current and all historical periods. The operating results for the discontinued operations were as follows (in thousands): | |||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Revenue | $ | 5,512 | $ | 3,185 | $ | — | |||||||
Income (loss) before provision for income taxes | (947 | ) | (111 | ) | 14 | ||||||||
Income tax expense (benefit) | (9 | ) | (41 | ) | 5 | ||||||||
Income (loss) from discontinued operations, net of tax | $ | (938 | ) | $ | (70 | ) | $ | 9 | |||||
Gain on sale of discontinued operations | — | 1,492 | 422 | ||||||||||
Income tax expense | — | 562 | 144 | ||||||||||
Gain on sale of discontinued operations, net of tax | $ | — | $ | 930 | $ | 278 | |||||||
Discontinued operations, net of tax | $ | (938 | ) | 860 | 287 | ||||||||
The net cash proceeds from the sale were approximately $1.1 million in 2013. The net carrying value of liabilities assumed net of goodwill associated with the component sold was approximately $435,000 resulting in a net gain of $1.5 million from the sale. The sale includes contingent earn-out consideration payments that depend upon the achievement of certain thresholds and will be recognized as income when received. During the three months ended September 30, 2014, the Company received an earn-out consideration payment and recognized a gain on sale, net of tax of $278,000. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Description of Business and Basis of Presentation | (a) Description of Business and Basis of Presentation | ||||||||||||||||||||||||
Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a mobile advertising technology company. The Company provides products and services for businesses of all sizes that depend on consumer phone calls to drive sales. The Company’s technology platform delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect high-intent consumers with businesses over the phone while its technology facilitates call quality, analyzes calls in real time and measures the outcomes of calls. The Company through its Archeo division enables the buying, selling and development of domain names. The Company also provides performance-based online advertising that connects advertisers with consumers across our owned web sites as well as third party web sites. | |||||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. | |||||||||||||||||||||||||
In July 2013, the Company sold certain assets related to Archeo’s pay-per-click advertising services. As a result, the operating results related to these certain pay-per-click assets are shown as discontinued operations in the consolidated statements of operations for all periods presented (see Note 12 Discontinued Operations). Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations. | |||||||||||||||||||||||||
Cash and Cash Equivalents | (b) Cash and Cash Equivalents | ||||||||||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds. | |||||||||||||||||||||||||
Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments | ||||||||||||||||||||||||
The Company had the following financial instruments as of December 31, 2013 and 2014: cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities. The carrying value of cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities approximates their fair value based on the liquidity of these financial instruments and their short-term nature. | |||||||||||||||||||||||||
Accounts Receivable | (d) Accounts Receivable | ||||||||||||||||||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable balances are presented net of allowance for doubtful accounts and allowance for advertiser credits. | |||||||||||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||||||||||
The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. Past due balances over 90 days and specific other balances are reviewed individually for collectibility. The Company reviews the allowance for collectibility quarterly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |||||||||||||||||||||||||
The allowance for doubtful accounts activity for the periods indicated is as follows (in thousands): | |||||||||||||||||||||||||
Balance at | Charged to | Write-offs, | Balance at | ||||||||||||||||||||||
beginning | costs and | net of | end of | ||||||||||||||||||||||
of period | expenses | recoveries | period | ||||||||||||||||||||||
December 31, 2012 | $ | 793 | $ | 594 | $ | 810 | $ | 577 | |||||||||||||||||
December 31, 2013 | 577 | 772 | 728 | 621 | |||||||||||||||||||||
December 31, 2014 | 621 | 256 | 294 | 583 | |||||||||||||||||||||
Allowance for Advertiser Credits | |||||||||||||||||||||||||
The allowance for advertiser credits is the Company’s best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services. The Company determines the allowance for advertiser credits and adjustments based on analysis of historical credits. | |||||||||||||||||||||||||
The allowance for advertiser credits activity for the periods indicated is as follows (in thousands): | |||||||||||||||||||||||||
Balance at | Additions charged | Credits | Balance at | ||||||||||||||||||||||
beginning | against revenue | processed | end of | ||||||||||||||||||||||
of period | period | ||||||||||||||||||||||||
December 31, 2012 | $ | 473 | $ | 1,186 | $ | 1,074 | $ | 585 | |||||||||||||||||
December 31, 2013 | 585 | 994 | 870 | 709 | |||||||||||||||||||||
December 31, 2014 | 709 | 1,257 | 948 | 1,018 | |||||||||||||||||||||
Property and Equipment | (e) Property and Equipment | ||||||||||||||||||||||||
Property and equipment are stated at cost. Depreciation on computers and other related equipment, purchased and internally developed software, and furniture and fixtures is calculated on the straight-line method over the estimated useful lives of the assets, generally averaging three years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful lives of the assets ranging from three to eight years. | |||||||||||||||||||||||||
Goodwill | (f) Goodwill | ||||||||||||||||||||||||
Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method. | |||||||||||||||||||||||||
The Company applies the provisions of FASB ASC 350 “Goodwill and Intangible Assets”. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of FASB ASC 350. FASB ASC 350 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FASB ASC 360. | |||||||||||||||||||||||||
Impairment or Disposal of Long-Lived Assets | (g) Impairment or Disposal of Long-Lived Assets | ||||||||||||||||||||||||
The Company reviews its long-lived assets for impairment in accordance with FASB ASC 360 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated. | |||||||||||||||||||||||||
Revenue Recognition | (h) Revenue Recognition | ||||||||||||||||||||||||
The following table presents the Company’s revenues by segment for the periods presented (in thousands): | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Call-Driven | $ | 111,886 | $ | 135,126 | $ | 168,051 | |||||||||||||||||||
Archeo | 20,908 | 17,424 | 14,593 | ||||||||||||||||||||||
Total Revenue | $ | 132,794 | $ | 152,550 | $ | 182,644 | |||||||||||||||||||
Call-driven revenue consists of payments from advertisers for pay-for-call marketing services and for use of the Company’s call analytics technology. Call-driven revenue also consists of payments from reseller partners for use of the Company’s technology platform and marketing services, which they offer to their small business customers, as well as payments from advertisers for cost-per-action marketing services. Archeo revenue includes revenue generated from advertisements on the Company’s network of owned and operated websites and third-party distribution, as well as from the sale of domain names occurring after the launch of the Company’s Domains Marketplace in September 2013. Prior to the launch of Domains Marketplace, the sale of domain names were reported as gains on sales and disposals of intangible assets, net in the consolidated financial statements. | |||||||||||||||||||||||||
The following table presents our revenues, by revenue source, for the periods presented (in thousands): | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Partner and Other Revenue Sources | $ | 121,904 | $ | 141,617 | $ | 171,314 | |||||||||||||||||||
Proprietary Web site Traffic Sources and Domain Names | 10,890 | 10,933 | 11,330 | ||||||||||||||||||||||
Total Revenue | $ | 132,794 | $ | 152,550 | $ | 182,644 | |||||||||||||||||||
The Company’s partner network revenues are primarily generated using third party distribution networks to deliver the pay-for-call and pay-for-click advertisers’ listings. The distribution network includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, other targeted Web-based content, mobile carriers and other offline sources. The Company generates revenue upon delivery of qualified and reported phone calls or click-throughs to our advertisers or to advertising services providers’ listings. The Company also generates revenue from cost-per-action services, which occurs when a user makes a phone call from the Company’s advertiser’s listing or is redirected from one of the Company’s web sites or a third party web site in the Company’s distribution network to an advertiser web site and completes the specified action. The Company pays a revenue share to the distribution partners to access their mobile, online, offline and other user traffic. Other revenues include call provisioning and call tracking services, presence management services, campaign management services and outsourced search marketing platforms. | |||||||||||||||||||||||||
The Company’s proprietary web site traffic revenues are generated from the Company’s portfolio of owned web sites which are monetized with pay-for-call or pay-per-click listings that are relevant to the web sites, as well as other forms of advertising, including banner advertising and sponsorships. When an online user navigates to one of the Company’s owned and operated web sites and calls or clicks on a particular listing or completes the specified action, the Company receives a fee. Other proprietary web site traffic revenues include domain name sales, which have been recognized as revenue since the launch of its Domains Marketplace in September 2013. | |||||||||||||||||||||||||
The Company’s performance-based advertising services, which includes call advertising, pay-per-click services, and cost-per-action services accounted for more than 76% of revenue for the years ended December 31, 2012, 2013 and 2014. The Local Leads platform, which enables partner resellers to sell call advertising and/or search marketing products, campaign management services, and starting in September 2013, domain name sales through our Domains Marketplace accounted for less than 24% of revenue for the years ended December 31, 2012, 2013 and 2014. The Company has no barter transactions. | |||||||||||||||||||||||||
The Company recognizes revenue upon the completion of its performance obligation, provided that: (1) evidence of an arrangement exists; (2) the arrangement fee is fixed and determinable; and (3) collection is reasonably assured. | |||||||||||||||||||||||||
In certain cases, the Company records revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owing that occurs subsequent to period ends. | |||||||||||||||||||||||||
In providing call advertising services and pay-per-click advertising, the Company generates revenue upon delivery of qualified and reported phone calls or click-throughs to advertisers or advertising service providers’ listings. These advertisers and advertising service providers pay the Company a designated transaction fee for each phone call or click-through, which occurs when an online user makes a phone call or clicks on any of their advertisement listings after it has been placed by the Company or by the Company’s distribution partners. Each phone call or click-through on an advertisement listing represents a completed transaction. The advertisement listings are displayed within the Company’s distribution network, which includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, the Company’s portfolio of owned web sites and other targeted Web-based content, mobile carriers and offline sources. The Company also generates revenue from cost-per-action services, which occurs when a user makes a phone call from our advertiser’s listing or is redirected from one of the Company’s web sites or a third party web site in our distribution network to an advertiser web site and completes the specified action. | |||||||||||||||||||||||||
The Company generates revenue from reseller partners and publishers utilizing the Company’s Local Leads platform to sell call advertising, search marketing and other lead generation products. The Company is paid account fees and also agency fees for the Company’s products in the form of a percentage of the cost of every call or click delivered to advertisers. The reseller partners or publishers engage the advertisers and are the primary obligor, and the Company, in certain instances, is only financially liable to the publishers in the Company’s capacity as a collection agency for the amount collected from the advertisers. The Company recognizes revenue for these fees under the net revenue recognition method. In limited arrangements resellers pay the Company a fee for fulfilling an advertiser’s campaign in its distribution network and the Company acts as the primary obligor. The Company recognizes revenue for these fees under the gross revenue recognition method. | |||||||||||||||||||||||||
On September 10, 2013, the Company launched Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. Domain name sales occurring after this launch have been recognized as revenue in the consolidated financial statements. Historically, the sale of domain names were not a core operation of the Company and were peripheral to the generation of advertising revenue from domain names held for use, and as such, domain name sales were reported as gains on sales and disposals of intangible assets, net in the consolidated financial statements. | |||||||||||||||||||||||||
Advertisers pay the Company additional fees for services such as campaign management. Advertisers generally pay the Company on a click-through basis, although in certain cases the Company receives a fixed fee for delivery of these services. In some cases we also deliver banner campaigns for select advertisers. Banner advertising revenue may be based on a fixed fee per click and is generated and recognized on click-through activity. In other cases, banner payment terms are volume-based with revenue generated and recognized when impressions are delivered. | |||||||||||||||||||||||||
The Company enters into agreements with various distribution partners to provide distribution for pay-for-call and pay-per-click advertisement listings which contain call tracking numbers and/or URL strings of our advertisers. The Company generally pays distribution partners based on a percentage of revenue or a fixed amount per phone call or click-through on these listings. The Company acts as the primary obligor with the advertiser for revenue call or click-through transactions and is responsible for the fulfillment of services. | |||||||||||||||||||||||||
In accordance with FASB ASC 605, the revenue derived from advertisers is reported gross based upon the amounts received from the advertiser. The Company also recognizes revenue for certain agency contracts with advertisers under the net revenue recognition method. Under these specific agreements, the Company purchases listings on behalf of advertisers from mobile sources, search engines and applications, directories, other Web-based content providers and offline sources. The Company is paid account fees and also agency fees based on the total amount of the purchase made on behalf of these advertisers. Under these agreements, the advertisers are primarily responsible for choosing the publisher and determining pricing, and the Company, in certain instances, is only financially liable to the publisher for the amount collected from our advertisers. This creates a sequential liability for media purchases made on behalf of advertisers. In certain instances, the web publishers engage the advertisers directly and the Company is paid an agency fee based on the total amount of the purchase made by the advertiser. In other arrangements resellers pay us a fee for fulfilling an advertiser’s campaign in our distribution network and we act as the primary obligor. We recognize revenue for these fees under the gross revenue recognition method. | |||||||||||||||||||||||||
The Company applies FASB ASC 605 to account for revenue arrangements with multiple deliverables. FASB ASC 605 addresses certain aspects of accounting by a vendor for arrangements under which the vendor will perform multiple revenue-generating activities. When an arrangement involves multiple deliverables, the entire fee from the arrangement is allocated to each respective deliverable based on its relative selling price and recognized when revenue recognition criteria for each deliverable are met. The selling price for each deliverable is established based on the sales price charged when the same deliverable is sold separately, the price at which a third party sells the same or similar and largely interchangeable deliverable on a standalone basis or the estimated selling price if the deliverable were to be sold separately. | |||||||||||||||||||||||||
Service Costs | (i) Service Costs | ||||||||||||||||||||||||
The largest component of the Company’s service costs consist of user acquisition costs that relate primarily to payments made to distribution partners for access to their mobile, online, and other offline user traffic. The Company enters into agreements of varying durations with distribution partners that integrate the Company’s services into their web sites and indexes. The primary payment structure of the distribution partner agreements is a variable payment based on a specified percentage of revenue. These variable payments are often subject to minimum payment amounts per phone call or click-through. Other payment structures that to a lesser degree exist include: 1) fixed payments, based on a guaranteed minimum amount of usage delivered, 2) variable payments based on a specified metric, such as number of paid click-throughs, and 3) a combination arrangement with both fixed and variable amounts that may be paid in advance. | |||||||||||||||||||||||||
The Company expenses user acquisition costs based on whether the agreement provides for fixed or variable payments. Agreements with fixed payments with minimum guaranteed amounts of usage are expensed as the greater of the pro-rata amount over the term of arrangement or the actual usage delivered to date based on the contractual revenue share. Agreements with variable payments based on a percentage of revenue, number of paid phone calls or click-throughs or other metrics are expensed as incurred based on the volume of the underlying activity or revenue multiplied by the agreed-upon price or rate. | |||||||||||||||||||||||||
Service costs also include network operations and customer service costs that consist primarily of costs associated with providing performance-based advertising and search marketing services, maintaining the Company’s web sites, credit card processing fees, network costs and fees paid to outside service providers that provide the Company’s paid listings and customer services. Customer service and other costs associated with serving the Company’s call and search results and maintaining the Company’s web sites include depreciation of web sites and network equipment, colocation charges of the Company’s network web site equipment, bandwidth and software license fees, salaries of related personnel, stock-based compensation and amortization of intangible assets. Other service costs include license fees, domain name costs, amortization of the purchase cost of domain names, costs incurred for the renewal of the domain name registration and telecommunication costs, including the use of telephone numbers for providing call-based advertising services. | |||||||||||||||||||||||||
Advertising Expenses | (j) Advertising Expenses | ||||||||||||||||||||||||
Advertising costs are expensed as incurred and include mobile and Internet-based advertising, sponsorships, and trade shows. Such costs are included in sales and marketing. The amounts for mobile, online and related outside marketing activities were approximately $1.8 million, $1.0 million and $780,000 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||||||
Other Intangible Assets and Product Development | (k) Other Intangible Assets and Product Development | ||||||||||||||||||||||||
The Company capitalizes costs incurred to acquire domain names or URLs, which include the initial registration fees, and amortizes the costs over the expected useful life of the domain names on a straight-line basis. The expected useful lives range from 12 to 84 months. As of December 31, 2012, the net carrying value of Internet domains names related to domain names held for use. On September 10, 2013, the Company launched its Domains Marketplace, which provides domain names available for sale and initiated plans to facilitate the active buying and transacting of domain names. The net carrying value of Internet domain names as of December 31, 2013 and 2014 related to both domain names held for use and available for sale. In order to maintain the rights to each domain name acquired, the Company pays periodic registration fees, which generally cover a minimum period of 12 months. The Company records registration renewal fees of domain name intangible assets as a prepaid expense and recognizes the cost over the renewal period. | |||||||||||||||||||||||||
Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s Internet sites and services. Research and development costs are expensed as incurred and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality of the services. For the periods presented, substantially all of the product development expenses are research and development. Product development costs are expensed as incurred or capitalized into property and equipment in accordance with FASB ASC 350. FASB ASC 350 requires that cost incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized. | |||||||||||||||||||||||||
Income Taxes | (l) Income Taxes | ||||||||||||||||||||||||
We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in results of operations in the period that includes the enactment date. In 2014, we adopted ASU 2013-11 whereby we reclassified uncertain tax positions of $534,000 from other non-current liabilities to deferred tax assets. | |||||||||||||||||||||||||
Stock-Based Compensation | (m) Stock-Based Compensation | ||||||||||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. | |||||||||||||||||||||||||
Use of Estimates | (n) Use of Estimates | ||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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, the fair value of the Company’s common stock and stock option awards, the impairment of goodwill and intangible assets and the valuation allowance for deferred tax assets. Actual results could differ from those estimates. | |||||||||||||||||||||||||
In certain cases, the Company records revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owing that occurs subsequent to period ends. | |||||||||||||||||||||||||
Concentrations | (o) Concentrations | ||||||||||||||||||||||||
The Company maintains substantially all of its cash and cash equivalents with one financial institution and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. | |||||||||||||||||||||||||
A significant majority of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors. | |||||||||||||||||||||||||
There were no distribution partners paid more than 10% of consolidated revenue for the year ended December 31, 2012 and one distribution partner was paid less than 16% of consolidated revenue for each of the years ended December 31, 2013 and 2014. | |||||||||||||||||||||||||
The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Advertiser A | 28 | % | 25 | % | 24 | % | |||||||||||||||||||
Advertiser B | * | 13 | % | * | |||||||||||||||||||||
Advertiser C | * | 12 | % | 27 | % | ||||||||||||||||||||
Advertiser A is also a distribution partner. | |||||||||||||||||||||||||
The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages): | |||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Advertiser A | 41 | % | 41 | % | |||||||||||||||||||||
Advertiser B | 14 | % | * | ||||||||||||||||||||||
Advertiser C | 13 | % | * | ||||||||||||||||||||||
Advertiser D | * | 16 | % | ||||||||||||||||||||||
* | Less than 10%. | ||||||||||||||||||||||||
In certain cases, the Company may engage directly with one or more advertising agencies who act on an advertiser’s behalf. In addition, an advertising agency may represent more than one advertiser. For the years ended December 31, 2012, 2013 and 2014, no advertising agency represented more than 10% of consolidated revenue and as of December 31, 2013, no advertising agency represented more than 10% of consolidated accounts receivable. There was one advertising agency, which represented 13% of consolidated accounts receivable balance as of December 31, 2014. | |||||||||||||||||||||||||
Net Income (Loss) Per Share | (p) Net Income (Loss) Per Share | ||||||||||||||||||||||||
The Company computes net income (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 income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (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 income (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 income (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 our 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. Additionally, the Company has paid dividends equally to both classes of common stock and the unvested restricted shares since it initiated a quarterly cash dividend in November 2006. | |||||||||||||||||||||||||
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. Under the two class method, dividends paid on unvested restricted stock are allocated to these participating securities and therefore impact the calculation of amounts allocated to common stock. | |||||||||||||||||||||||||
The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute basic net income (loss) per share for the periods ended (in thousands, except per share amounts): | |||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||
Basic net income (loss) per share: | |||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income (loss) from continuing operations | $ | (9,900 | ) | $ | (24,358 | ) | $ | 222 | $ | 735 | $ | (2,852 | ) | $ | (16,525 | ) | |||||||||
Dividends paid to participating securities | — | (657 | ) | — | — | — | (127 | ) | |||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (9,900 | ) | $ | (25,015 | ) | $ | 222 | $ | 735 | $ | (2,852 | ) | $ | (16,652 | ) | |||||||||
Discontinued operations, net of tax | (264 | ) | (674 | ) | 199 | 661 | 40 | 247 | |||||||||||||||||
Net income (loss) applicable to common stockholders | $ | (10,164 | ) | $ | (25,689 | ) | $ | 421 | $ | 1,396 | $ | (2,812 | ) | $ | (16,405 | ) | |||||||||
Denominator: | |||||||||||||||||||||||||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 9,574 | 24,412 | 8,816 | 26,798 | 5,853 | 34,157 | |||||||||||||||||||
Basic net income (loss) per share: | |||||||||||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (1.03 | ) | $ | (1.02 | ) | $ | 0.03 | $ | 0.03 | $ | (0.49 | ) | $ | (0.49 | ) | |||||||||
Discontinued operations, net of tax | (0.03 | ) | (0.03 | ) | 0.02 | 0.02 | 0.01 | 0.01 | |||||||||||||||||
Basic net income (loss) per share applicable to common stockholders | $ | (1.06 | ) | $ | (1.05 | ) | $ | 0.05 | $ | 0.05 | $ | (0.48 | ) | $ | (0.48 | ) | |||||||||
The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute diluted net income (loss) per share for the periods ended (in thousands, except per share amounts): | |||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||
Diluted net income (loss) per share: | |||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income (loss) from continuing operations | $ | (9,900 | ) | $ | (24,358 | ) | $ | 217 | $ | 740 | $ | (2,852 | ) | $ | (16,525 | ) | |||||||||
Dividends paid to participating securities | — | (657 | ) | — | — | — | (127 | ) | |||||||||||||||||
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | — | (9,900 | ) | — | 217 | — | (2,852 | ) | |||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (9,900 | ) | $ | (34,915 | ) | $ | 217 | $ | 957 | $ | (2,852 | ) | $ | (19,504 | ) | |||||||||
Discontinued operations, net of tax | (264 | ) | (674 | ) | 195 | 665 | 40 | 247 | |||||||||||||||||
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | — | (264 | ) | — | 195 | — | 40 | ||||||||||||||||||
Diluted discontinued operations, net of tax | $ | (264 | ) | $ | (938 | ) | $ | 195 | $ | 860 | $ | 40 | $ | 287 | |||||||||||
Net income (loss) applicable to common stockholders | $ | (10,164 | ) | $ | (35,853 | ) | $ | 412 | $ | 1,817 | $ | (2,812 | ) | $ | (19,217 | ) | |||||||||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 9,574 | 24,412 | 8,816 | 26,798 | 5,853 | 34,157 | |||||||||||||||||||
Weighted average stock options and common shares subject to repurchase or cancellation | — | — | — | 1,385 | — | — | |||||||||||||||||||
Conversion of Class A to Class B common shares outstanding | — | 9,574 | — | 8,816 | — | 5,853 | |||||||||||||||||||
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 9,574 | 33,986 | 8,816 | 36,999 | 5,853 | 40,010 | |||||||||||||||||||
Diluted net income (loss) per share: | |||||||||||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (1.03 | ) | $ | (1.02 | ) | $ | 0.03 | $ | 0.03 | $ | (0.49 | ) | $ | (0.49 | ) | |||||||||
Discontinued operations, net of tax | (0.03 | ) | (0.03 | ) | 0.02 | 0.02 | 0.01 | 0.01 | |||||||||||||||||
Diluted net income (loss) per share applicable to common stockholders | $ | (1.06 | ) | $ | (1.05 | ) | $ | 0.05 | $ | 0.05 | $ | (0.48 | ) | $ | (0.48 | ) | |||||||||
The computation of diluted net income (loss) per share excludes the following because their effect would be anti-dilutive (in thousands): | |||||||||||||||||||||||||
• | For the years ended December 31, 2012, 2013 and 2014, outstanding options to acquire 7,029, 4,565, and 7,797 shares, respectively, of Class B common stock. | ||||||||||||||||||||||||
• | For the years ended December 31, 2012, 2013, and 2014, 2,433, 174, and 1,007 shares, respectively, of unvested Class B restricted common shares issued to employees and in connection with acquisitions. | ||||||||||||||||||||||||
• | For the year ended December 31, 2012, 2013 and 2014, 131, 43, and 1,134 restricted stock units, respectively. | ||||||||||||||||||||||||
Guarantees | (q) Guarantees | ||||||||||||||||||||||||
FASB ASC 460 provides accounting guidance surrounding liability recognition and disclosure requirements related to guarantees. In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC 460 except for standard indemnification provisions that are contained within many of the Company’s advertiser and distribution partner agreements, and give rise only to the disclosure requirements prescribed by FASB ASC 460. | |||||||||||||||||||||||||
In certain agreements, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, 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. As a result of these provisions, the Company may from time to time provide certain levels of financial support to contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material. | |||||||||||||||||||||||||
Deferred Acquisition Payment | (r) Deferred Acquisition Payment | ||||||||||||||||||||||||
The Company’s deferred acquisition payments represent consideration payable related to a business combination in 2011. Both deferred acquisition payments were paid in cash in April 2012 and October 2012. | |||||||||||||||||||||||||
Recent Accounting Pronouncement Not Yet Effective | (s) Recent Accounting Pronouncement Not Yet Effective | ||||||||||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled when products or services are transferred to customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. ASU 2014-09 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently in the process of evaluating the impact of adoption of ASU 2014-09 on its consolidated financial statements. |
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Allowance for Doubtful Accounts and Advertiser Credit Activity | The allowance for doubtful accounts activity for the periods indicated is as follows (in thousands): | ||||||||||||||||||||||||
Balance at | Charged to | Write-offs, | Balance at | ||||||||||||||||||||||
beginning | costs and | net of | end of | ||||||||||||||||||||||
of period | expenses | recoveries | period | ||||||||||||||||||||||
December 31, 2012 | $ | 793 | $ | 594 | $ | 810 | $ | 577 | |||||||||||||||||
December 31, 2013 | 577 | 772 | 728 | 621 | |||||||||||||||||||||
December 31, 2014 | 621 | 256 | 294 | 583 | |||||||||||||||||||||
The allowance for advertiser credits activity for the periods indicated is as follows (in thousands): | |||||||||||||||||||||||||
Balance at | Additions charged | Credits | Balance at | ||||||||||||||||||||||
beginning | against revenue | processed | end of | ||||||||||||||||||||||
of period | period | ||||||||||||||||||||||||
December 31, 2012 | $ | 473 | $ | 1,186 | $ | 1,074 | $ | 585 | |||||||||||||||||
December 31, 2013 | 585 | 994 | 870 | 709 | |||||||||||||||||||||
December 31, 2014 | 709 | 1,257 | 948 | 1,018 | |||||||||||||||||||||
Revenues by Segment | The following table presents the Company’s revenues by segment for the periods presented (in thousands): | ||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Call-Driven | $ | 111,886 | $ | 135,126 | $ | 168,051 | |||||||||||||||||||
Archeo | 20,908 | 17,424 | 14,593 | ||||||||||||||||||||||
Total Revenue | $ | 132,794 | $ | 152,550 | $ | 182,644 | |||||||||||||||||||
Revenues | The following table presents our revenues, by revenue source, for the periods presented (in thousands): | ||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Partner and Other Revenue Sources | $ | 121,904 | $ | 141,617 | $ | 171,314 | |||||||||||||||||||
Proprietary Web site Traffic Sources and Domain Names | 10,890 | 10,933 | 11,330 | ||||||||||||||||||||||
Total Revenue | $ | 132,794 | $ | 152,550 | $ | 182,644 | |||||||||||||||||||
Schedule of Concentration of Risk Based on Consolidated Revenue | The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): | ||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Advertiser A | 28 | % | 25 | % | 24 | % | |||||||||||||||||||
Advertiser B | * | 13 | % | * | |||||||||||||||||||||
Advertiser C | * | 12 | % | 27 | % | ||||||||||||||||||||
Advertiser A is also a distribution partner. | |||||||||||||||||||||||||
Schedule of Concentration of Risk Based on Accounts Receivable | The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages): | ||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Advertiser A | 41 | % | 41 | % | |||||||||||||||||||||
Advertiser B | 14 | % | * | ||||||||||||||||||||||
Advertiser C | 13 | % | * | ||||||||||||||||||||||
Advertiser D | * | 16 | % | ||||||||||||||||||||||
* | Less than 10%. | ||||||||||||||||||||||||
Computation of Net Income (Loss) per Share Basic and Diluted | The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute basic net income (loss) per share for the periods ended (in thousands, except per share amounts): | ||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||
Basic net income (loss) per share: | |||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income (loss) from continuing operations | $ | (9,900 | ) | $ | (24,358 | ) | $ | 222 | $ | 735 | $ | (2,852 | ) | $ | (16,525 | ) | |||||||||
Dividends paid to participating securities | — | (657 | ) | — | — | — | (127 | ) | |||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (9,900 | ) | $ | (25,015 | ) | $ | 222 | $ | 735 | $ | (2,852 | ) | $ | (16,652 | ) | |||||||||
Discontinued operations, net of tax | (264 | ) | (674 | ) | 199 | 661 | 40 | 247 | |||||||||||||||||
Net income (loss) applicable to common stockholders | $ | (10,164 | ) | $ | (25,689 | ) | $ | 421 | $ | 1,396 | $ | (2,812 | ) | $ | (16,405 | ) | |||||||||
Denominator: | |||||||||||||||||||||||||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 9,574 | 24,412 | 8,816 | 26,798 | 5,853 | 34,157 | |||||||||||||||||||
Basic net income (loss) per share: | |||||||||||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (1.03 | ) | $ | (1.02 | ) | $ | 0.03 | $ | 0.03 | $ | (0.49 | ) | $ | (0.49 | ) | |||||||||
Discontinued operations, net of tax | (0.03 | ) | (0.03 | ) | 0.02 | 0.02 | 0.01 | 0.01 | |||||||||||||||||
Basic net income (loss) per share applicable to common stockholders | $ | (1.06 | ) | $ | (1.05 | ) | $ | 0.05 | $ | 0.05 | $ | (0.48 | ) | $ | (0.48 | ) | |||||||||
The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute diluted net income (loss) per share for the periods ended (in thousands, except per share amounts): | |||||||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||
Diluted net income (loss) per share: | |||||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||||
Net income (loss) from continuing operations | $ | (9,900 | ) | $ | (24,358 | ) | $ | 217 | $ | 740 | $ | (2,852 | ) | $ | (16,525 | ) | |||||||||
Dividends paid to participating securities | — | (657 | ) | — | — | — | (127 | ) | |||||||||||||||||
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | — | (9,900 | ) | — | 217 | — | (2,852 | ) | |||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (9,900 | ) | $ | (34,915 | ) | $ | 217 | $ | 957 | $ | (2,852 | ) | $ | (19,504 | ) | |||||||||
Discontinued operations, net of tax | (264 | ) | (674 | ) | 195 | 665 | 40 | 247 | |||||||||||||||||
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | — | (264 | ) | — | 195 | — | 40 | ||||||||||||||||||
Diluted discontinued operations, net of tax | $ | (264 | ) | $ | (938 | ) | $ | 195 | $ | 860 | $ | 40 | $ | 287 | |||||||||||
Net income (loss) applicable to common stockholders | $ | (10,164 | ) | $ | (35,853 | ) | $ | 412 | $ | 1,817 | $ | (2,812 | ) | $ | (19,217 | ) | |||||||||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 9,574 | 24,412 | 8,816 | 26,798 | 5,853 | 34,157 | |||||||||||||||||||
Weighted average stock options and common shares subject to repurchase or cancellation | — | — | — | 1,385 | — | — | |||||||||||||||||||
Conversion of Class A to Class B common shares outstanding | — | 9,574 | — | 8,816 | — | 5,853 | |||||||||||||||||||
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 9,574 | 33,986 | 8,816 | 36,999 | 5,853 | 40,010 | |||||||||||||||||||
Diluted net income (loss) per share: | |||||||||||||||||||||||||
Net income (loss) from continuing operations applicable to common stockholders | $ | (1.03 | ) | $ | (1.02 | ) | $ | 0.03 | $ | 0.03 | $ | (0.49 | ) | $ | (0.49 | ) | |||||||||
Discontinued operations, net of tax | (0.03 | ) | (0.03 | ) | 0.02 | 0.02 | 0.01 | 0.01 | |||||||||||||||||
Diluted net income (loss) per share applicable to common stockholders | $ | (1.06 | ) | $ | (1.05 | ) | $ | 0.05 | $ | 0.05 | $ | (0.48 | ) | $ | (0.48 | ) | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment | Property and equipment consisted of the following (in thousands): | ||||||||
Years ended December 31, | |||||||||
2013 (1) | 2014 (1) | ||||||||
Computer and other related equipment | $ | 17,794 | $ | 18,662 | |||||
Purchased and internally developed software | 7,672 | 7,836 | |||||||
Furniture and fixtures | 1,319 | 1,416 | |||||||
Leasehold improvements | 1,829 | 1,834 | |||||||
$ | 28,614 | $ | 29,748 | ||||||
Less: accumulated depreciation and amortization | (23,174 | ) | (24,318 | ) | |||||
Property and equipment, net | $ | 5,440 | $ | 5,430 | |||||
-1 | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $17.4 million and $18.9 million at December 31, 2013 and 2014, respectively. |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): | ||||||||||||
Facilities | Other | Total | |||||||||||
operating | contractual | ||||||||||||
leases | obligations | ||||||||||||
2015 | $ | 2,271 | $ | 2,496 | $ | 4,767 | |||||||
2016 | 2,313 | 1,431 | 3,744 | ||||||||||
2017 | 2,373 | — | 2,373 | ||||||||||
2018 | 577 | — | 577 | ||||||||||
2019 and after | — | — | — | ||||||||||
Total minimum payments | $ | 7,534 | $ | 3,927 | $ | 11,461 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Loss from Continuing Operations Before Provision for Income Taxes | The components of income (loss) from continuing operations before provision for income taxes consist of the following (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
United States | $ | (17,696 | ) | $ | 2,710 | $ | 4,899 | ||||||
Foreign | 4 | 2 | 1 | ||||||||||
Income (loss) before provision for income taxes | $ | (17,692 | ) | $ | 2,712 | $ | 4,900 | ||||||
Provision for Income Taxes from Continuing Operations | The provision for income taxes from continuing operations for the Company consists of the following (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Current provision (benefit) | |||||||||||||
Federal | $ | (69 | ) | $ | (11 | ) | $ | 2 | |||||
State | 63 | 34 | 34 | ||||||||||
Foreign | 2 | — | — | ||||||||||
Deferred provision | |||||||||||||
Federal | 4,139 | 874 | 3,786 | ||||||||||
State | — | — | — | ||||||||||
Tax benefit of equity adjustment for stock option exercises and restricted stock vesting | (4,227 | ) | (76 | ) | (1,231 | ) | |||||||
Valuation allowance | 16,400 | 651 | 21,686 | ||||||||||
Other | 258 | 283 | — | ||||||||||
Total income tax expense | $ | 16,566 | $ | 1,755 | $ | 24,277 | |||||||
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) from continuing operations differed from the amounts computed by applying the U.S. federal income tax rates of 34% to income (loss) before provision for income taxes as a result of the following (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Income tax expense (benefit) at U.S. statutory rate | $ | (6,016 | ) | $ | 922 | $ | 1,666 | ||||||
State taxes, net of valuation allowance | 40 | 17 | 22 | ||||||||||
Non-deductible stock compensation | 589 | 571 | 602 | ||||||||||
Non-deductible goodwill impairment | 3,534 | — | — | ||||||||||
Effect of rate change on deferred items | 1,289 | — | — | ||||||||||
Valuation allowance | 16,400 | 651 | 21,686 | ||||||||||
Effect of non-U.S. operations, net of valuation allowance | — | — | — | ||||||||||
Research tax credits | (242 | ) | (851 | ) | (547 | ) | |||||||
Other non-deductible expenses | 972 | 445 | 848 | ||||||||||
Total income tax expense | $ | 16,566 | $ | 1,755 | $ | 24,277 | |||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): | ||||||||||||
As of December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
Deferred tax assets: | |||||||||||||
Accrued liabilities not currently deductible | $ | 1,631 | $ | 1,589 | |||||||||
Intangible assets-excess of financial statement over tax amortization | 14,208 | 12,156 | |||||||||||
Goodwill recognized on financial statements in excess of tax amortization | 15,420 | 11,864 | |||||||||||
Stock-based compensation | 5,158 | 4,542 | |||||||||||
Federal net operating losses and AMT credit carryforwards | 3,897 | 5,209 | |||||||||||
State and city net operating loss carryforwards | 5,883 | 5,964 | |||||||||||
Research & experimental tax credit carryforwards | 2,613 | 2,626 | |||||||||||
Other | 582 | 852 | |||||||||||
Gross deferred tax assets | 49,392 | 44,802 | |||||||||||
Valuation allowance | (23,034 | ) | (44,802 | ) | |||||||||
Net deferred tax assets | 26,358 | — | |||||||||||
Deferred tax liabilities: | |||||||||||||
Excess of tax over financial statement depreciation | 204 | — | |||||||||||
Total deferred tax liabilities | 204 | — | |||||||||||
Net deferred tax assets | $ | 26,154 | $ | — | |||||||||
Reconciliation of Tax Contingencies | The following table summarizes activity related to tax contingencies from January 1, 2012 to December 31, 2014 (in thousands): | ||||||||||||
Gross tax contingencies—January 1, 2012 | $ | 305 | |||||||||||
Gross increases to tax positions associated with prior periods | $ | 28 | |||||||||||
Gross increases to current period tax positions | $ | — | |||||||||||
Gross decreases to tax positions associated with prior periods | $ | (83 | ) | ||||||||||
Settlements | $ | — | |||||||||||
Lapse of statute of limitations | $ | — | |||||||||||
Gross tax contingencies—December 31, 2012 | $ | 250 | |||||||||||
Gross increases to tax positions associated with prior periods | $ | — | |||||||||||
Gross increases to current period tax positions | $ | 284 | |||||||||||
Gross decreases to tax positions associated with prior periods | $ | — | |||||||||||
Settlements | $ | — | |||||||||||
Lapse of statute of limitations | $ | — | |||||||||||
Gross tax contingencies—December 31, 2013 | $ | 534 | |||||||||||
Gross increases to tax positions associated with prior periods | $ | — | |||||||||||
Gross increases to current period tax positions | $ | 183 | |||||||||||
Gross decreases to tax positions associated with prior periods | $ | — | |||||||||||
Settlements | $ | — | |||||||||||
Lapse of statute of limitations | $ | — | |||||||||||
Gross tax contingencies—December 31, 2014 | $ | 717 | |||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Dividends Declared | The Company’s board of directors declared the following quarterly dividends on the Company’s Class A common stock and Class B common stock: | ||||||||||||||||||||
Approval Date | Per share | Date of record | Total amount | Payment date | |||||||||||||||||
dividend | (in thousands) | ||||||||||||||||||||
Jan-12 | $ | 0.02 | 3-Feb-12 | $ | 751 | 15-Feb-12 | |||||||||||||||
Apr-12 | $ | 0.02 | 4-May-12 | $ | 743 | 15-May-12 | |||||||||||||||
Jul-12 | $ | 0.02 | 3-Aug-12 | $ | 755 | 15-Aug-12 | |||||||||||||||
Aug-12 | $ | 0.015 | 16-Aug-12 | $ | 566 | 31-Aug-12 | |||||||||||||||
Oct-12 | $ | 0.035 | 2-Nov-12 | $ | 1,300 | November 15, 2012 | |||||||||||||||
Dec-12 | $ | 0.14 | December 18, 2012 | $ | 5,300 | December 31, 2012 | |||||||||||||||
Jan-14 | $ | 0.02 | 7-Feb-14 | $ | 771 | 18-Feb-14 | |||||||||||||||
Apr-14 | $ | 0.02 | 5-May-14 | $ | 846 | 15-May-14 | |||||||||||||||
Jul-14 | $ | 0.02 | 5-Aug-14 | $ | 856 | 15-Aug-14 | |||||||||||||||
Oct-14 | $ | 0.02 | 7-Nov-14 | $ | 857 | 18-Nov-14 | |||||||||||||||
Stock Based Compensation Expense Included in Operating Expense | Stock-based compensation expense was included in the following operating expense categories (in thousands): | ||||||||||||||||||||
Twelve months ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Service costs | $ | 1,869 | $ | 1,180 | $ | 1,382 | |||||||||||||||
Sales and marketing | 2,029 | 645 | 894 | ||||||||||||||||||
Product development | 1,038 | 1,635 | 2,595 | ||||||||||||||||||
General and administrative | 10,702 | 5,777 | 7,032 | ||||||||||||||||||
Total stock-based compensation | $ | 15,638 | $ | 9,237 | $ | 11,903 | |||||||||||||||
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 options granted for the periods indicated: | ||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Expected life (in years) | 4.00 – 6.25 | 4.00 – 6.25 | 4 | ||||||||||||||||||
Risk-free interest rate | 0.47% to 0.78% | 0.57% to 2.10% | 1.25% to 1.45% | ||||||||||||||||||
Expected volatility | 65% to 70% | 54% to 64% | 55% to 62% | ||||||||||||||||||
Weighted average expected volatility | 67% | 57% | 56% | ||||||||||||||||||
Expected dividend yield | 1.33% to 3.11% | 0.87% to 2.33% | 0.76% to 2.03% | ||||||||||||||||||
The following weighted average assumptions were used in determining the fair value for options granted with vesting based on a combination of certain service and market conditions for the periods indicated: | |||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||
Expected life (in years) | 1.50 – 5.74 | 1.18 – 2.28 | |||||||||||||||||||
Risk-free interest rate | 1.81% | 2.89% | |||||||||||||||||||
Expected volatility | 60% | 61% | |||||||||||||||||||
Weighted average expected volatility | 60% | 61% | |||||||||||||||||||
Expected dividend yield | 3.17% | 0.89% | |||||||||||||||||||
Stock Option and Restricted Stock Award Activity | Stock option, restricted stock award and restricted stock unit activity during the period is as follows: | ||||||||||||||||||||
Options and | Number of | Weighted | Weighted | Aggregate | |||||||||||||||||
Restricted | options | average | average | intrinsic value | |||||||||||||||||
Stock | outstanding | exercise | remaining | (in thousands) | |||||||||||||||||
available for | price | contractual | |||||||||||||||||||
grant | of options | term | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Balance at December 31, 2013 | 1,702,174 | 7,707,713 | $ | 7.48 | 6.99 | $ | 17,148 | ||||||||||||||
Increase to option pool January 1, 2014 | 1,924,511 | — | |||||||||||||||||||
Options granted | (1,340,686 | ) | 1,340,686 | 9.32 | |||||||||||||||||
Restricted stock granted | (698,992 | ) | — | ||||||||||||||||||
Restricted stock forfeited | 117,354 | — | |||||||||||||||||||
Options exercised | — | (747,899 | ) | 5.59 | |||||||||||||||||
Options expired | 186,823 | (186,823 | ) | 11.96 | |||||||||||||||||
Options forfeited | 316,449 | (316,449 | ) | 6.55 | |||||||||||||||||
Balance at December 31, 2014 | 2,207,633 | 7,797,228 | $ | 7.9 | 6.58 | $ | 800 | ||||||||||||||
Options exercisable at December 31, 2014 (1) | 4,811,469 | $ | 8.29 | 5.33 | $ | 308 | |||||||||||||||
-1 | Includes 1,199,400 stock options, which have vested based on meeting a combination of certain service and market conditions. | ||||||||||||||||||||
Information Related to Stock Compensation Activity | Information related to stock compensation activity during the period indicated is as follows: | ||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Weighted average fair value of options granted | $ | 1.78 | $ | 2.56 | $ | 3.89 | |||||||||||||||
Intrinsic value of options exercised (in thousands) | $ | 7 | $ | 1,463 | $ | 4,016 | |||||||||||||||
Total grant date fair value of restricted stock vested (in thousands) | $ | 22,015 | $ | 5,751 | $ | 6,568 | |||||||||||||||
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the period is as follows: | ||||||||||||||||||||
Shares/ | Weighted Average | ||||||||||||||||||||
Units | Grant Date | ||||||||||||||||||||
Fair Value | |||||||||||||||||||||
Unvested at December 31, 2013 | 2,709,443 | 5.41 | |||||||||||||||||||
Granted | 698,992 | 9.3 | |||||||||||||||||||
Vested | (1,150,319 | ) | 5.71 | ||||||||||||||||||
Forfeited | (117,354 | ) | 4.77 | ||||||||||||||||||
Unvested at December 31, 2014 | 2,140,762 | 6.55 |
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill by Segment | There was no change in goodwill during 2014. The following table outlines the Company’s goodwill by reporting unit at December 31, 2013 and 2014 (in thousands): | ||||
Call-Driven | $ | 63,305 | |||
Archeo | 2,374 | ||||
Total | $ | 65,679 | |||
Intangible_and_other_assets_ne1
Intangible and other assets, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Intangible and Other Assets, Net | Intangible and other assets, net consisted of the following (in thousands): | ||||||||
As of December 31, | |||||||||
2013 | 2014 | ||||||||
Internet domain names | $ | 14,514 | $ | 14,607 | |||||
Less accumulated amortization | (14,376 | ) | (14,499 | ) | |||||
Internet domain names, net | 138 | 108 | |||||||
Other assets: | |||||||||
Registration fees, net | 12 | — | |||||||
Other | 334 | 205 | |||||||
Total intangibles and other assets, net | $ | 484 | $ | 313 | |||||
Segment_Reporting_and_Geograph1
Segment Reporting and Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Information | Selected segment information (in thousands): | ||||||||||||
Year ended December 31, 2014 | |||||||||||||
Call-driven | Archeo | Total | |||||||||||
Revenue | $ | 168,051 | $ | 14,593 | $ | 182,644 | |||||||
Operating expenses | 156,952 | 8,461 | 165,413 | ||||||||||
Segment profit | $ | 11,099 | $ | 6,132 | $ | 17,231 | |||||||
Less reconciling items: | |||||||||||||
Stock based compensation | 11,903 | ||||||||||||
Amortization of intangible assets from acquisitions | 434 | ||||||||||||
Acquisition and separation related costs | (68 | ) | |||||||||||
Interest expense and other, net | 62 | ||||||||||||
Income from continuing operations before provision for income taxes | $ | 4,900 | |||||||||||
Year ended December 31, 2013 | |||||||||||||
Call-driven | Archeo | Total | |||||||||||
Revenue | $ | 135,126 | $ | 17,424 | $ | 152,550 | |||||||
Operating expenses | 128,829 | 11,705 | 140,534 | ||||||||||
Gain on sales of intangible assets | — | 3,774 | 3,774 | ||||||||||
Segment profit | $ | 6,297 | $ | 9,493 | $ | 15,790 | |||||||
Less reconciling items: | |||||||||||||
Stock based compensation | 9,237 | ||||||||||||
Amortization of intangible assets from acquisitions | 2,926 | ||||||||||||
Acquisition and separation related costs | 878 | ||||||||||||
Interest expense and other, net | 37 | ||||||||||||
Income from continuing operations before provision for income taxes | $ | 2,712 | |||||||||||
Year ended December 31, 2012 | |||||||||||||
Call-driven | Archeo | Total | |||||||||||
Revenue | $ | 111,886 | $ | 20,908 | $ | 132,794 | |||||||
Operating expenses | 106,795 | 12,582 | 119,377 | ||||||||||
Gain on sales of intangible assets | — | 6,296 | 6,296 | ||||||||||
Segment profit | $ | 5,091 | $ | 14,622 | $ | 19,713 | |||||||
Less reconciling items: | |||||||||||||
Stock based compensation | 15,638 | ||||||||||||
Impairment of goodwill | 15,837 | ||||||||||||
Amortization of intangible assets from acquisitions | 4,728 | ||||||||||||
Acquisition and separation related costs | 753 | ||||||||||||
Interest expense and other, net | 449 | ||||||||||||
Loss from continuing operations before provision for income taxes | $ | (17,692 | ) | ||||||||||
Revenues by Geographic Region | Revenues by geographic region are as follows: | ||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
United States | 94 | % | 95 | % | 95 | % | |||||||
Canada | 6 | % | 5 | % | 3 | % | |||||||
Other countries | * | * | 2 | % | |||||||||
100 | % | 100 | % | 100 | % | ||||||||
* | Less than 1% of revenue |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Operating Results for Discontinued Operations | The operating results for the discontinued operations were as follows (in thousands): | ||||||||||||
Years ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
Revenue | $ | 5,512 | $ | 3,185 | $ | — | |||||||
Income (loss) before provision for income taxes | (947 | ) | (111 | ) | 14 | ||||||||
Income tax expense (benefit) | (9 | ) | (41 | ) | 5 | ||||||||
Income (loss) from discontinued operations, net of tax | $ | (938 | ) | $ | (70 | ) | $ | 9 | |||||
Gain on sale of discontinued operations | — | 1,492 | 422 | ||||||||||
Income tax expense | — | 562 | 144 | ||||||||||
Gain on sale of discontinued operations, net of tax | $ | — | $ | 930 | $ | 278 | |||||||
Discontinued operations, net of tax | $ | (938 | ) | 860 | 287 | ||||||||
Allowance_for_Doubtful_Account
Allowance for Doubtful Accounts Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Financing Receivable, Allowance for Credit Losses [Line Items] | |||
Balance at beginning of period | $621 | $577 | $793 |
Charged to costs and expenses | 256 | 772 | 594 |
Write-offs, net of recoveries | 294 | 728 | 810 |
Balance at end of period | $583 | $621 | $577 |
Allowance_for_Advertiser_Credi
Allowance for Advertiser Credits Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Financing Receivable, Allowance for Credit Losses [Line Items] | |||
Balance at beginning of period | $709 | $585 | $473 |
Additions charged against revenue | 1,257 | 994 | 1,186 |
Credits processed | 948 | 870 | 1,074 |
Balance at end of period | $1,018 | $709 | $585 |
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Distributor | Distributor | Distributor | |
Entity | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 3 years | ||
Advertising costs | $780,000 | $1,000,000 | $1,800,000 |
Reclassification of uncertain tax positions | $534,000 | ||
Number of financial institution | 1 | ||
Percentage of revenue as criteria for major distribution partners | 16.00% | 16.00% | 10.00% |
Number of distribution partners that were paid consolidated revenue | 1 | 1 | 0 |
Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Business acquisition, period of amortization of intangible assets | 12 months | ||
Maximum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Business acquisition, period of amortization of intangible assets | 84 months | ||
Leasehold Improvements | Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 3 years | ||
Leasehold Improvements | Maximum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 8 years | ||
Primary Sources of Revenue | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration Risk, Percentage | 76.00% | 76.00% | 76.00% |
Secondary Sources of Revenue | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration Risk, Percentage | 24.00% | 24.00% | 24.00% |
Consolidated Revenue | Customer Concentration Risk | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
Number of advertising agencies | 0 | 0 | 0 |
Consolidated Accounts Receivable | Customer Concentration Risk | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration Risk, Percentage | 13.00% | 10.00% | |
Number of advertising agencies | 1 | 0 | |
Class B | Stock Options | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | 7,797 | 4,565 | 7,029 |
Unvested Restricted Shares | Class B | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | 1,007 | 174 | 2,433 |
Restricted Stock Units | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | 1,134 | 43 | 131 |
Revenues_by_Segment_Detail
Revenues by Segment (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information | |||
Total Revenue | $182,644 | $152,550 | $132,794 |
Call Driven | |||
Segment Reporting Information | |||
Total Revenue | 168,051 | 135,126 | 111,886 |
Archeo | |||
Segment Reporting Information | |||
Total Revenue | $14,593 | $17,424 | $20,908 |
Revenues_by_Revenue_Sources_De
Revenues by Revenue Sources (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue [Line Items] | |||
Total Revenue | $182,644 | $152,550 | $132,794 |
Partner and Other Revenue Sources | |||
Revenue [Line Items] | |||
Total Revenue | 171,314 | 141,617 | 121,904 |
Proprietary Web site Traffic Sources and Domain Names | |||
Revenue [Line Items] | |||
Total Revenue | $11,330 | $10,933 | $10,890 |
Schedules_of_Concentration_of_
Schedules of Concentration of Risk Based on Consolidated Revenue (Detail) (Consolidated Revenue) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Advertiser A | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 24.00% | 25.00% | 28.00% | ||
Advertiser B | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | [1] | 13.00% | [1] | ||
Advertiser C | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 27.00% | 12.00% | [1] | ||
[1] | Less than 10%. |
Schedules_of_Concentration_of_1
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) (Consolidated Accounts Receivable) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Advertiser A | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 41.00% | 41.00% | ||
Advertiser B | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | [1] | 14.00% | ||
Advertiser C | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | [1] | 13.00% | ||
Advertiser D | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | [1] | ||
[1] | Less than 10%. |
Computation_of_Net_Income_Loss
Computation of Net Income (Loss) Per Share Basic and Diluted (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||
Net income (loss) from continuing operations | ($19,377) | $957 | ($34,258) |
Dividends paid to participating securities | -127 | -657 | |
Dividends paid to participating securities | -127 | -657 | |
Numerator: | |||
Net income (loss) from continuing operations | -19,377 | 957 | -34,258 |
Dividends paid to participating securities | -127 | -657 | |
Dividends paid to participating securities | -127 | -657 | |
Class A | |||
Numerator: | |||
Net income (loss) from continuing operations | -2,852 | 222 | -9,900 |
Net income (loss) from continuing operations applicable to common stockholders | -2,852 | 222 | -9,900 |
Discontinued operations, net of tax | 40 | 199 | -264 |
Net income (loss) applicable to common stockholders | -2,812 | 421 | -10,164 |
Net income (loss) from continuing operations | -2,852 | 217 | -9,900 |
Net income (loss) from continuing operations applicable to common stockholders | -2,852 | 217 | -9,900 |
Discontinued operations, net of tax | 40 | 195 | -264 |
Diluted discontinued operations, net of tax | 40 | 195 | -264 |
Net income (loss) applicable to common stockholders | -2,812 | 412 | -10,164 |
Denominator: | |||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 5,853 | 8,816 | 9,574 |
Basic net income (loss) per share: | |||
Net income (loss) from continuing operations applicable to common stockholders | ($0.49) | $0.03 | ($1.03) |
Discontinued operations, net of tax | $0.01 | $0.02 | ($0.03) |
Basic net income (loss) per share applicable to common stockholders | ($0.48) | $0.05 | ($1.06) |
Numerator: | |||
Net income (loss) from continuing operations | -2,852 | 222 | -9,900 |
Net income (loss) from continuing operations applicable to common stockholders | -2,852 | 222 | -9,900 |
Discontinued operations, net of tax | 40 | 199 | -264 |
Net income (loss) applicable to common stockholders | -2,812 | 421 | -10,164 |
Net income (loss) from continuing operations | -2,852 | 217 | -9,900 |
Net income (loss) from continuing operations applicable to common stockholders | -2,852 | 217 | -9,900 |
Discontinued operations, net of tax | 40 | 195 | -264 |
Diluted discontinued operations, net of tax | 40 | 195 | -264 |
Net income (loss) applicable to common stockholders | -2,812 | 412 | -10,164 |
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 5,853 | 8,816 | 9,574 |
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 5,853 | 8,816 | 9,574 |
Diluted net income (loss) per share: | |||
Net income (loss) from continuing operations applicable to common stockholders | ($0.49) | $0.03 | ($1.03) |
Discontinued operations, net of tax | $0.01 | $0.02 | ($0.03) |
Diluted net income (loss) per share applicable to common stockholders | ($0.48) | $0.05 | ($1.06) |
Class B | |||
Numerator: | |||
Net income (loss) from continuing operations | -16,525 | 735 | -24,358 |
Dividends paid to participating securities | -127 | -657 | |
Net income (loss) from continuing operations applicable to common stockholders | -16,652 | 735 | -25,015 |
Discontinued operations, net of tax | 247 | 661 | -674 |
Net income (loss) applicable to common stockholders | -16,405 | 1,396 | -25,689 |
Net income (loss) from continuing operations | -16,525 | 740 | -24,358 |
Dividends paid to participating securities | -127 | -657 | |
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | -2,852 | 217 | -9,900 |
Net income (loss) from continuing operations applicable to common stockholders | -19,504 | 957 | -34,915 |
Discontinued operations, net of tax | 247 | 665 | -674 |
Diluted discontinued operations, net of tax | 287 | 860 | -938 |
Net income (loss) applicable to common stockholders | -19,217 | 1,817 | -35,853 |
Denominator: | |||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 34,157 | 26,798 | 24,412 |
Basic net income (loss) per share: | |||
Net income (loss) from continuing operations applicable to common stockholders | ($0.49) | $0.03 | ($1.02) |
Discontinued operations, net of tax | $0.01 | $0.02 | ($0.03) |
Basic net income (loss) per share applicable to common stockholders | ($0.48) | $0.05 | ($1.05) |
Numerator: | |||
Net income (loss) from continuing operations | -16,525 | 735 | -24,358 |
Dividends paid to participating securities | -127 | -657 | |
Net income (loss) from continuing operations applicable to common stockholders | -16,652 | 735 | -25,015 |
Discontinued operations, net of tax | 247 | 661 | -674 |
Net income (loss) applicable to common stockholders | -16,405 | 1,396 | -25,689 |
Net income (loss) from continuing operations | -16,525 | 740 | -24,358 |
Dividends paid to participating securities | -127 | -657 | |
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | -2,852 | 217 | -9,900 |
Net income (loss) from continuing operations applicable to common stockholders | -19,504 | 957 | -34,915 |
Discontinued operations, net of tax | 247 | 665 | -674 |
Diluted discontinued operations, net of tax | 287 | 860 | -938 |
Net income (loss) applicable to common stockholders | -19,217 | 1,817 | -35,853 |
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 34,157 | 26,798 | 24,412 |
Weighted average stock options and common shares subject to repurchase or cancellation | 1,385 | ||
Conversion of Class A to Class B common shares outstanding | 5,853 | 8,816 | 9,574 |
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 40,010 | 36,999 | 33,986 |
Diluted net income (loss) per share: | |||
Net income (loss) from continuing operations applicable to common stockholders | ($0.49) | $0.03 | ($1.02) |
Discontinued operations, net of tax | $0.01 | $0.02 | ($0.03) |
Diluted net income (loss) per share applicable to common stockholders | ($0.48) | $0.05 | ($1.05) |
Class B | Discontinued Operations | |||
Numerator: | |||
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | 40 | 195 | -264 |
Numerator: | |||
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | $40 | $195 | ($264) |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $29,748 | [1] | $28,614 | [1] |
Less: accumulated depreciation and amortization | -24,318 | [1] | -23,174 | [1] |
Property and equipment, net | 5,430 | [1] | 5,440 | [1] |
Computer and Other Related Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 18,662 | [1] | 17,794 | [1] |
Purchased and Internally Developed Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 7,836 | [1] | 7,672 | [1] |
Furniture and Fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 1,416 | [1] | 1,319 | [1] |
Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $1,834 | [1] | $1,829 | [1] |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $17.4 million and $18.9 million at December 31, 2013 and 2014, respectively. |
Property_and_Equipment_Parenth
Property and Equipment (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $29,748 | [1] | $28,614 | [1] |
Accumulated depreciation and amortization | 24,318 | [1] | 23,174 | [1] |
Fully Depreciated Fixed Assets | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 18,900 | 17,400 | ||
Accumulated depreciation and amortization | $18,900 | $17,400 | ||
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $17.4 million and $18.9 million at December 31, 2013 and 2014, respectively. |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized costs of internally developed software | $0 | $0 | $0 |
Depreciation and amortization expense | $3,400,000 | $3,400,000 | $3,200,000 |
Credit_Agreement_Additional_In
Credit Agreement - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2008 | |
Debt And Credit Agreements [Line Items] | ||||
Secured revolving credit facility | $30,000,000 | |||
Maturity period description | Through to April 1, 2014 | |||
Borrowings under the credit agreement | $0 | $0 | $0 | |
Amended Credit Agreement | ||||
Debt And Credit Agreements [Line Items] | ||||
Maturity period | 1-Apr-17 |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Contractual Commitments [Line Items] | |||
Expiration of operating lease agreements | Through 2018 | ||
Expiration of other contractual obligations | Through 2016 | ||
Rent expense | $1.90 | $1.90 | $2 |
Future_Minimum_Payments_Detail
Future Minimum Payments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule Of Contractual Commitments [Line Items] | |
Facilities operating leases 2015 | $2,271 |
Facilities operating leases 2016 | 2,313 |
Facilities operating leases 2017 | 2,373 |
Facilities operating leases 2018 | 577 |
Facilities operating leases 2019 and after | 0 |
Facilities operating leases Total minimum payments | 7,534 |
Other contractual obligations 2015 | 2,496 |
Other contractual obligations 2016 | 1,431 |
Other contractual obligations 2017 | 0 |
Other contractual obligations 2018 | 0 |
Other contractual obligations 2019 and after | 0 |
Other contractual obligations, Total minimum payments | 3,927 |
Total 2015 | 4,767 |
Total 2016 | 3,744 |
Total 2017 | 2,373 |
Total 2018 | 577 |
Total 2019 and after | 0 |
Total minimum payments | $11,461 |
Income_Loss_from_Continuing_Op
Income Loss from Continuing Operations Before Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Income Before Income Tax [Line Items] | |||
United States | $4,899 | $2,710 | ($17,696) |
Foreign | 1 | 2 | 4 |
Income (loss) before provision for income taxes | $4,900 | $2,712 | ($17,692) |
Provision_for_Income_Taxes_fro
Provision for Income Taxes from Continuing Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current provision (benefit) | |||
Federal | $2 | ($11) | ($69) |
State | 34 | 34 | 63 |
Foreign | 2 | ||
Deferred provision | |||
Federal | 3,786 | 874 | 4,139 |
State | 0 | 0 | 0 |
Tax benefit of equity adjustment for stock option exercises and restricted stock vesting | -1,231 | -76 | -4,227 |
Valuation allowance | 21,686 | 651 | 16,400 |
Other | 283 | 258 | |
Total income tax expense | $24,277 | $1,755 | $16,566 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax [Line Items] | |||||||
U.S. federal income tax rates | 34.00% | ||||||
Research and development credits available for income taxes | $2,626,000 | $2,626,000 | $2,613,000 | ||||
Income tax expense (benefit) | 24,277,000 | 1,755,000 | 16,566,000 | ||||
Deferred tax assets valuation allowance | 44,802,000 | 44,802,000 | 23,034,000 | 21,600,000 | 21,600,000 | ||
Change in the valuation allowance | 22,300,000 | 21,800,000 | 1,400,000 | ||||
Impairment loss | 0 | 0 | |||||
Deferred tax assets | 44,802,000 | 44,802,000 | 49,392,000 | ||||
Percentage of valuation allowance | 100.00% | 100.00% | |||||
Increase in income tax expense | 22,300,000 | ||||||
Taxable losses | 10,500,000 | 7,600,000 | 3,500,000 | ||||
Income tax benefit (shortfall) of option exercises and restricted stock vesting, net | -1,200,000 | -76,000 | -4,000,000 | ||||
Research And Development Tax Credit | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards expiration year | 2029 | ||||||
Research and development credits available for income taxes | 3,300,000 | 3,300,000 | |||||
Income tax expense (benefit) | 547,000 | 398,000 | |||||
Archeo | |||||||
Income Tax [Line Items] | |||||||
Impairment loss | 15,800,000 | ||||||
Archeo | Discontinued Operations | |||||||
Income Tax [Line Items] | |||||||
Impairment loss | 902,000 | ||||||
Federal | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards recorded | 21,600,000 | ||||||
Net operating loss carryforwards expiration year | 2019 | ||||||
Net operating loss carryforwards | 1,700,000 | 1,700,000 | 1,700,000 | ||||
Deferred tax assets valuation allowance | 16,400,000 | 16,400,000 | |||||
Federal | NOL carryforwards in 2012 | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards expiration year | 2032 | ||||||
Federal | Jingle Networks, Inc | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards recorded | 4,400,000 | ||||||
Net operating loss carryforwards expiration year | 2026 | ||||||
state and city | |||||||
Income Tax [Line Items] | |||||||
Net operating loss carryforwards recorded | 6,000,000 | ||||||
Net operating loss carryforwards expiration year | 2025 | ||||||
State and Foreign Country Jurisdiction | |||||||
Income Tax [Line Items] | |||||||
Deferred tax assets valuation allowance | $6,000,000 | $6,000,000 | $6,000,000 | ||||
Percentage of valuation allowance | 100.00% | 100.00% | 100.00% |
Computation_of_Income_Tax_Expe
Computation of Income Tax Expense (Benefit) from Continuing Operations Using Federal Income Tax Rate (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation Of Income Taxes [Line Items] | |||
Income tax expense (benefit) at U.S. statutory rate | $1,666 | $922 | ($6,016) |
State taxes, net of valuation allowance | 22 | 17 | 40 |
Non-deductible stock compensation | 602 | 571 | 589 |
Non-deductible goodwill impairment | 3,534 | ||
Effect of rate change on deferred items | 1,289 | ||
Valuation allowance | 21,686 | 651 | 16,400 |
Effect of non-U.S. operations, net of valuation allowance | 0 | 0 | 0 |
Research tax credits | -547 | -851 | -242 |
Other non-deductible expenses | 848 | 445 | 972 |
Total income tax expense | $24,277 | $1,755 | $16,566 |
Deferred_Tax_Assets_and_Liabil
Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Deferred tax assets: | |||
Accrued liabilities not currently deductible | $1,589 | $1,631 | |
Intangible assets-excess of financial statement over tax amortization | 12,156 | 14,208 | |
Goodwill recognized on financial statements in excess of tax amortization | 11,864 | 15,420 | |
Stock-based compensation | 4,542 | 5,158 | |
Federal net operating losses and AMT credit carryforwards | 5,209 | 3,897 | |
State and city net operating loss carryforwards | 5,964 | 5,883 | |
Research & experimental tax credit carryforwards | 2,626 | 2,613 | |
Other | 852 | 582 | |
Gross deferred tax assets | 44,802 | 49,392 | |
Valuation allowance | -44,802 | -23,034 | -21,600 |
Net deferred tax assets | 26,358 | ||
Deferred tax liabilities: | |||
Excess of tax over financial statement depreciation | 204 | ||
Total deferred tax liabilities | 204 | ||
Net deferred tax assets | $26,154 |
Reconciliation_of_Tax_Continge
Reconciliation of Tax Contingencies (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Unrecognized Tax Benefits [Line Items] | |||
Gross tax contingencies, beginning balance | $534 | $250 | $305 |
Gross increases to tax positions associated with prior periods | 28 | ||
Gross increases to current period tax positions | 183 | 284 | |
Gross decreases to tax positions associated with prior periods | -83 | ||
Settlements | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | 0 |
Gross tax contingencies, ending balance | $717 | $534 | $250 |
Stockholders_Equity_Additional
Stockholders Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Apr. 30, 2014 | Aug. 31, 2012 | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2012 | Oct. 31, 2012 | Aug. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 01, 2014 | Jan. 01, 2015 | Nov. 30, 2014 | Nov. 30, 2006 | |
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||||||
Common stock, shares authorized | 137,500,000 | 137,500,000 | |||||||||||||||||||||
Preferred stock, par value | $0.01 | ||||||||||||||||||||||
Proceeds from sale of stock | $32,500,000 | $32,527,000 | |||||||||||||||||||||
Treasury stock acquired, value | 2,505,000 | 119,000 | 1,651,000 | ||||||||||||||||||||
Cash Dividend per share declared | $0.02 | $0.02 | $0.02 | $0.02 | $0.14 | $0.04 | $0.02 | $0.02 | $0.02 | $0.02 | |||||||||||||
Dividends paid per share | $0.08 | $0.25 | |||||||||||||||||||||
Cash dividend paid | 566,000 | ||||||||||||||||||||||
Payment date | 18-Nov-14 | 15-Aug-14 | 15-May-14 | 18-Feb-14 | 31-Dec-12 | 15-Nov-12 | 31-Aug-12 | 15-Aug-12 | 15-May-12 | 15-Feb-12 | |||||||||||||
Date of record | 7-Nov-14 | 5-Aug-14 | 5-May-14 | 7-Feb-14 | 18-Dec-12 | 2-Nov-12 | 16-Aug-12 | 3-Aug-12 | 4-May-14 | 3-Feb-12 | |||||||||||||
Dividend paid | 857,000 | 856,000 | 846,000 | 771,000 | 5,300,000 | 1,300,000 | 566,000 | 755,000 | 743,000 | 751,000 | 3,330,000 | 9,376,000 | |||||||||||
Excess tax benefit | 6,600,000 | 3,000,000 | |||||||||||||||||||||
Income tax benefit related to stock-based compensation included in net income (loss) | 0 | 2,600,000 | 4,700,000 | ||||||||||||||||||||
Options granted, Shares | 1,340,686 | ||||||||||||||||||||||
Stock option compensation not yet recognized | 7,700,000 | ||||||||||||||||||||||
Proceed from exercise of stock option | 4,200,000 | 2,900,000 | 27,000 | ||||||||||||||||||||
Income tax benefit (shortfall) of option exercises and restricted stock vesting, net | 1,229,000 | 384,000 | 4,006,000 | ||||||||||||||||||||
Repurchase of stock for tax withholding | 175,000 | 220,000 | 391,000 | ||||||||||||||||||||
Vesting of restricted shares | 527,000 | 1,031,000 | 1,255,000 | ||||||||||||||||||||
Minimum withholding tax | 1,100,000 | 1,800,000 | 1,600,000 | ||||||||||||||||||||
Public Offering Two | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Shares sold | 3,200,000 | ||||||||||||||||||||||
Public Offering Two | Underwriters Option To Purchase Units | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Shares sold | 343,000 | ||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years | ||||||||||||||||||||||
Excess Tax Benefits from Stock Based Compensation Expense | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Income tax benefit (shortfall) of option exercises and restricted stock vesting, net | 76,000 | ||||||||||||||||||||||
Restricted Stock | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years | ||||||||||||||||||||||
Unrecognized compensation expense | 10,000,000 | ||||||||||||||||||||||
Vesting of restricted shares | 1,150,319 | ||||||||||||||||||||||
Vesting of restricted shares | 698,992 | ||||||||||||||||||||||
Service and market based awards | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Options granted, Shares | 0 | ||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Cash Dividend per share declared | $0.02 | ||||||||||||||||||||||
Payment date | 17-Feb-15 | ||||||||||||||||||||||
Date of record | 6-Feb-15 | ||||||||||||||||||||||
Dividend payable | 839,000 | ||||||||||||||||||||||
Options vested | 139,000 | ||||||||||||||||||||||
Vesting of restricted shares | 108,000 | ||||||||||||||||||||||
Stock Incentive Plan 2003 | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, annual increase as a percentage of outstanding common stock | 5.00% | ||||||||||||||||||||||
Stock Incentive Plan 2003 | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 8,000,000 | ||||||||||||||||||||||
Stock Incentive Plan 2003 | Stock Options | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 4,000,000 | ||||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, annual increase as a percentage of outstanding common stock | 5.00% | ||||||||||||||||||||||
Stock incentive plan, options term | 10 years | ||||||||||||||||||||||
Stock incentive plan, options annual vesting percentage | 25.00% | 25.00% | 25.00% | ||||||||||||||||||||
Stock incentive plan, vesting period | 4 years | ||||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | Minimum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 1,924,511 | ||||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 7,301,899 | ||||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | Stock Options | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 3,500,000 | 3,500,000 | 3,500,000 | ||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | Restricted Stock Units | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, vesting period | 4 years | ||||||||||||||||||||||
Stock incentive plan, stock grants annual vesting percentage | 25.00% | ||||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | Subsequent Event | Minimum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 2,102,493 | ||||||||||||||||||||||
Stock Incentive Plan Twenty Twelve | Subsequent Event | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 9,404,392 | ||||||||||||||||||||||
Employee Stock Purchase Plan, Twenty Zero Four | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 300,000 | ||||||||||||||||||||||
Employee Stock Purchase Plan Twenty Fourteen | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock incentive plan, shares authorized | 225,000 | ||||||||||||||||||||||
Stock purchased by eligible employee | 11,944 | ||||||||||||||||||||||
Percentage of compensation eligible for purchase of stock | 15.00% | ||||||||||||||||||||||
Maximum value of stock employee is permitted to purchase in any calendar year | 25,000 | ||||||||||||||||||||||
Employee Stock Purchase Plan Twenty Fourteen | Minimum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock purchased by eligible employee, price per share | $3.94 | ||||||||||||||||||||||
Employee Stock Purchase Plan Twenty Fourteen | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock purchased by eligible employee, price per share | $11.42 | ||||||||||||||||||||||
Fiscal Year 2013 | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Cash Dividend per share declared | $0.14 | ||||||||||||||||||||||
Payment date | 31-Dec-12 | ||||||||||||||||||||||
Date of record | 18-Dec-12 | ||||||||||||||||||||||
Dividend paid | 5,300,000 | ||||||||||||||||||||||
Class B | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||||||||||||||||||||
Votes per share | 1 | ||||||||||||||||||||||
Number of additional shares authorized to be repurchased | 0 | ||||||||||||||||||||||
Treasury stock acquired, shares | 669,000 | 31,000 | 387,000 | ||||||||||||||||||||
Treasury stock acquired, value | $2,500,000 | $119,000 | $1,700,000 | ||||||||||||||||||||
Number of shares authorized to be repurchased | 3,000,000 | ||||||||||||||||||||||
Treasury stock, shares retired | 598,000 | 679,000 | |||||||||||||||||||||
Cash Dividend per share declared | $0.04 | $0.02 | |||||||||||||||||||||
Dividends paid per share | $0.02 | ||||||||||||||||||||||
Class B | Public Offering One | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Shares sold | 3,400,000 | ||||||||||||||||||||||
Class B | Public Offering One | Underwriters Option To Purchase Units | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Shares sold | 514,100 | ||||||||||||||||||||||
Shares sold, price per share | $10.50 | $10.50 | |||||||||||||||||||||
Class B | Minimum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Number of additional shares authorized to be repurchased | 3,000,000 | ||||||||||||||||||||||
Class B | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Number of additional shares authorized to be repurchased | 13,000,000 | ||||||||||||||||||||||
Class B | Employee Stock Purchase Plan, Twenty Zero Four | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Common stock purchase price as a percentage of fair value | 95.00% | ||||||||||||||||||||||
Stock purchased by eligible employee | 11,511 | 9,817 | 3,637 | ||||||||||||||||||||
Class B | Employee Stock Purchase Plan, Twenty Zero Four | Minimum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock purchased by eligible employee, price per share | $4 | $3.43 | 5.94 | ||||||||||||||||||||
Class B | Employee Stock Purchase Plan, Twenty Zero Four | Maximum | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Stock purchased by eligible employee, price per share | $8.22 | $4.24 | 8.44 | ||||||||||||||||||||
Class B | Employee Stock Purchase Plan Twenty Fourteen | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Common stock purchase price as a percentage of fair value | 95.00% | ||||||||||||||||||||||
Class A | |||||||||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 12,500,000 | 12,500,000 | |||||||||||||||||||||
Votes per share | 25 | ||||||||||||||||||||||
Cash Dividend per share declared | $0.04 | $0.02 | |||||||||||||||||||||
Dividends paid per share | $0.02 |
Quarterly_Dividends_Declared_D
Quarterly Dividends Declared (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Oct. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Dec. 31, 2012 | Oct. 31, 2012 | Aug. 31, 2012 | Jul. 31, 2012 | Apr. 30, 2012 | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2012 |
Dividend Declared [Line Items] | ||||||||||||
Approval Date | 2014-10 | 2014-07 | 2014-04 | 2014-01 | 2012-12 | 2012-10 | 2012-08 | 2012-07 | 2012-04 | 2012-01 | 2012-12 | |
Per share dividend | $0.02 | $0.02 | $0.02 | $0.02 | $0.14 | $0.04 | $0.02 | $0.02 | $0.02 | $0.02 | ||
Date of record | 7-Nov-14 | 5-Aug-14 | 5-May-14 | 7-Feb-14 | 18-Dec-12 | 2-Nov-12 | 16-Aug-12 | 3-Aug-12 | 4-May-14 | 3-Feb-12 | ||
Total amount | $857 | $856 | $846 | $771 | $5,300 | $1,300 | $566 | $755 | $743 | $751 | $3,330 | $9,376 |
Payment date | 18-Nov-14 | 15-Aug-14 | 15-May-14 | 18-Feb-14 | 31-Dec-12 | 15-Nov-12 | 31-Aug-12 | 15-Aug-12 | 15-May-12 | 15-Feb-12 |
StockBased_Compensation_Expens
Stock-Based Compensation Expense by Operating Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $11,903 | $9,237 | $15,638 |
Service Costs | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 1,382 | 1,180 | 1,869 |
Sales and Marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 894 | 645 | 2,029 |
Product Development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 2,595 | 1,635 | 1,038 |
General and Administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $7,032 | $5,777 | $10,702 |
Assumptions_to_Estimate_Fair_V
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Time Vested Stock Options | |||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | |||
Risk-free interest rate, minimum | 1.25% | 0.57% | 0.47% |
Risk-free interest rate, maximum | 1.45% | 2.10% | 0.78% |
Expected volatility, minimum | 55.00% | 54.00% | 65.00% |
Expected volatility, maximum | 62.00% | 64.00% | 70.00% |
Weighted average expected volatility | 56.00% | 57.00% | 67.00% |
Time Vested Stock Options | Minimum | |||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | |||
Expected life (in years) | 4 years | 4 years | 4 years |
Expected dividend yield | 0.76% | 0.87% | 1.33% |
Time Vested Stock Options | Maximum | |||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | |||
Expected life (in years) | 6 years 3 months | 6 years 3 months | |
Expected dividend yield | 2.03% | 2.33% | 3.11% |
Service and market based awards | |||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | |||
Risk-free interest rate | 2.89% | 1.81% | |
Expected volatility | 61.00% | 60.00% | |
Weighted average expected volatility | 61.00% | 60.00% | |
Expected dividend yield | 0.89% | 3.17% | |
Service and market based awards | Minimum | |||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | |||
Expected life (in years) | 1 year 2 months 5 days | 1 year 6 months | |
Service and market based awards | Maximum | |||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | |||
Expected life (in years) | 2 years 3 months 11 days | 5 years 8 months 27 days |
Summary_of_Stock_Option_and_Re
Summary of Stock Option and Restricted Stock Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options and restricted stock available for grant, Beginning Balance | 1,702,174 | ||
Options and restricted stock available for grant, increase to option pool | 1,924,511 | ||
Options granted | -1,340,686 | ||
Options expired | 186,823 | ||
Options forfeited | 316,449 | ||
Options and restricted stock available for grant, Ending Balance | 2,207,633 | [1] | 1,702,174 |
Number of shares, Beginning Balance | 7,707,713 | ||
Options granted, Shares | 1,340,686 | ||
Options exercised, Shares | -747,899 | ||
Options expired, Shares | -186,823 | ||
Options forfeited, Shares | -316,449 | ||
Number of shares, Ending Balance | 7,797,228 | 7,707,713 | |
Options exercisable at December 31, 2014 | 4,811,469 | [1] | |
Weighted average exercise price, Beginning Balance | $7.48 | ||
Options granted, Weighted average exercise price | $9.32 | ||
Options exercised, Weighted average exercise price | $5.59 | ||
Options expired, Weighted average exercise price | $11.96 | ||
Options forfeited, Weighted average exercise price | $6.55 | ||
Weighted average exercise price, Ending Balance | $7.90 | $7.48 | |
Options exercisable at December 31, 2014 | $8.29 | [1] | |
Weighted average remaining contractual term, End of the period | 6 years 6 months 29 days | 6 years 11 months 27 days | |
Weighted Average Remaining Contractual Term, Options exercisable at December 31, 2014 | 5 years 3 months 29 days | [1] | |
Aggregate intrinsic value, Outstanding Ending Balance | $800 | $17,148 | |
Aggregate intrinsic value, Options exercisable at December 31, 2014 | $308 | [1] | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted | -698,992 | ||
Restricted stock forfeited | 117,354 | ||
[1] | Includes 1,199,400 stock options, which have vested based on meeting a combination of certain service and market conditions. |
Summary_of_Stock_Option_and_Re1
Summary of Stock Option and Restricted Stock Activity (Parenthetical) (Detail) (Service and market based awards) | Dec. 31, 2014 |
Service and market based awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options exercisable, vested | 1,199,400 |
Stock_Compensation_Activity_De
Stock Compensation Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $3.89 | $2.56 | $1.78 |
Intrinsic value of options exercised (in thousands) | $4,016 | $1,463 | $7 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant date fair value of restricted stock vested (in thousands) | $6,568 | $5,751 | $22,015 |
Summary_Restricted_Stock_Award
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items] | |||
Vested, Shares | -527,000 | -1,031,000 | -1,255,000 |
Weighted average grant date fair value, Beginning Balance | $5.41 | ||
Granted, Weighted average grant date fair value | $9.30 | ||
Vested, Weighted average grant date fair value | $5.71 | ||
Forfeited, Weighted average grant date fair value | $4.77 | ||
Weighted average grant date fair value, Ending Balance | $6.55 | $5.41 | |
Restricted Stock | |||
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items] | |||
Unvested Shares, Beginning Balance | 2,709,443 | ||
Granted, Shares | 698,992 | ||
Vested, Shares | -1,150,319 | ||
Forfeited, Shares | -117,354 | ||
Unvested Shares, Ending Balance | 2,140,762 |
401k_Savings_Plan_Additional_I
401(k) Savings Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Postemployment Benefits [Line Items] | |||
Cash Contributions | $276,000 | $186,000 | $67,000 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Goodwill [Line Items] | ||||||
Change in goodwill | $0 | |||||
Goodwill and intangible assets impairment | 0 | 0 | ||||
Goodwill impairment charges | 16,739,000 | |||||
Sales of certain pay-per-click advertising assets | 136,000 | |||||
Archeo | ||||||
Goodwill [Line Items] | ||||||
Goodwill and intangible assets impairment | 15,800,000 | |||||
Goodwill impairment charges | 16,700,000 | |||||
Archeo | Discontinued Operations | ||||||
Goodwill [Line Items] | ||||||
Goodwill and intangible assets impairment | 902,000 | |||||
Goodwill impairment charges | $902,000 |
Goodwill_by_Segment_Detail
Goodwill by Segment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ||
Goodwill | $65,679 | $65,679 |
Call Driven | ||
Goodwill [Line Items] | ||
Goodwill | 63,305 | |
Archeo | ||
Goodwill [Line Items] | ||
Goodwill | $2,374 |
Recovered_Sheet1
Intangible and Other Assets Net (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Internet domain names | $14,514 | $14,607 |
Less accumulated amortization | -14,376 | -14,499 |
Internet domain names, net | 138 | 108 |
Registration fees, net | 12 | |
Other | 334 | 205 |
Total intangibles and other assets, net | $484 | $313 |
Recovered_Sheet2
Intangible and Other Assets Net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Intangible Assets by Major Class [Line Items] | |||
Cost incurred to renew or extend term for domain names | $2,700,000 | $2,700,000 | |
Weighted average renewal period for registration fees | 1 year | ||
Amortization expense for internet domains | 239,000 | 336,000 | 520,000 |
Estimated amortization expense based on current amount of domains, 2015 | 103,000 | ||
Estimated amortization expense based on current amount of domains, 2016 | 5,000 | ||
Estimated amortization expense based on current amount of domains, thereafter | $0 |
Segment_Reporting_and_Geograph2
Segment Reporting and Geographic Information - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information | ||
Goodwill | $65,679 | $65,679 |
Call Driven | ||
Segment Reporting Information | ||
Goodwill | 63,305 | |
Archeo | ||
Segment Reporting Information | ||
Goodwill | $2,374 |
Segment_Information_Detail
Segment Information (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting Information | ||||||
Revenue | $182,644 | $152,550 | $132,794 | |||
Operating expenses | 177,682 | 153,575 | 140,496 | |||
Gain on sales of intangible assets | 3,774 | 6,296 | ||||
Income (loss) from operations | 4,962 | 2,749 | -17,243 | |||
Less reconciling items: | ||||||
Stock based compensation | 11,903 | 9,264 | 15,696 | |||
Impairment of goodwill | 15,837 | |||||
Amortization of intangible assets from acquisitions | 434 | [1] | 2,926 | [1] | 4,728 | [1] |
Acquisition and separation related costs | -68 | 878 | 753 | |||
Income (loss) before provision for income taxes | 4,900 | 2,712 | -17,692 | |||
Call Driven | ||||||
Segment Reporting Information | ||||||
Revenue | 168,051 | 135,126 | 111,886 | |||
Archeo | ||||||
Segment Reporting Information | ||||||
Revenue | 14,593 | 17,424 | 20,908 | |||
Operating Segments | ||||||
Segment Reporting Information | ||||||
Revenue | 182,644 | 152,550 | 132,794 | |||
Operating expenses | 165,413 | 140,534 | 119,377 | |||
Gain on sales of intangible assets | 3,774 | 6,296 | ||||
Income (loss) from operations | 17,231 | 15,790 | 19,713 | |||
Less reconciling items: | ||||||
Stock based compensation | 11,903 | 9,237 | 15,638 | |||
Impairment of goodwill | 15,837 | |||||
Amortization of intangible assets from acquisitions | 434 | 2,926 | 4,728 | |||
Acquisition and separation related costs | -68 | 878 | 753 | |||
Interest expense and other, net | 62 | 37 | 449 | |||
Income (loss) before provision for income taxes | 4,900 | 2,712 | -17,692 | |||
Operating Segments | Call Driven | ||||||
Segment Reporting Information | ||||||
Revenue | 168,051 | 135,126 | 111,886 | |||
Operating expenses | 156,952 | 128,829 | 106,795 | |||
Income (loss) from operations | 11,099 | 6,297 | 5,091 | |||
Operating Segments | Archeo | ||||||
Segment Reporting Information | ||||||
Revenue | 14,593 | 17,424 | 20,908 | |||
Operating expenses | 8,461 | 11,705 | 12,582 | |||
Gain on sales of intangible assets | 3,774 | 6,296 | ||||
Income (loss) from operations | $6,132 | $9,493 | $14,622 | |||
[1] | Components of amortization of intangible assets from acquisitions: |
Revenues_by_Geographic_Region_
Revenues by Geographic Region (Detail) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting Information | |||||
Revenue by geographic region | 100.00% | 100.00% | 100.00% | ||
United States | |||||
Segment Reporting Information | |||||
Revenue by geographic region | 95.00% | 95.00% | 94.00% | ||
Canada | |||||
Segment Reporting Information | |||||
Revenue by geographic region | 3.00% | 5.00% | 6.00% | ||
Other Countries | |||||
Segment Reporting Information | |||||
Revenue by geographic region | 2.00% | [1] | [1] | ||
[1] | Less than 1% of revenue |
Operating_Results_for_Disconti
Operating Results for Discontinued Operations (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 19, 2013 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $3,185 | $5,512 | |||
Income (loss) before provision for income taxes | 14 | -111 | -947 | ||
Income tax expense (benefit) | 5 | -41 | -9 | ||
Income (loss) from discontinued operations, net of tax | 9 | -70 | -938 | ||
Gain on sale of discontinued operations | 1,500 | 422 | 1,492 | ||
Income tax expense (benefit) | 144 | 562 | |||
Gain on sale of discontinued operations, net of tax | 278 | 278 | 930 | ||
Discontinued operations, net of tax | $287 | $860 | ($938) |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 19, 2013 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 19, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net cash proceeds from sale of discontinued operations | $1,100,000 | $304,000 | $1,058,000 | ||
Discontinued operations, net carrying value of liabilities net of goodwill | 435,000 | ||||
Net gain from sale of discontinued operations | 1,500,000 | 422,000 | 1,492,000 | ||
Gain on sale of discontinued operations, net of tax | $278,000 | $278,000 | $930,000 |