Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MCHX | ||
Entity Registrant Name | MARCHEX INC | ||
Entity Central Index Key | 1,224,133 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 102,428,153 | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,056,136 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 38,044,263 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash and cash equivalents | $ 103,950,000 | $ 109,155,000 | |
Accounts receivable, net | 18,922,000 | 24,621,000 | |
Prepaid expenses and other current assets | 1,531,000 | 1,784,000 | |
Refundable taxes | 98,000 | 127,000 | |
Total current assets | 124,501,000 | 135,687,000 | |
Property and equipment, net | [1] | 3,557,000 | 5,778,000 |
Other assets, net | 214,000 | 222,000 | |
Goodwill | 0 | 63,305,000 | |
Total assets | 128,272,000 | 204,992,000 | |
Current liabilities: | |||
Accounts payable | 6,811,000 | 9,460,000 | |
Accrued expenses and other current liabilities | 7,707,000 | 6,712,000 | |
Deferred revenue | 349,000 | 692,000 | |
Total current liabilities | 14,867,000 | 16,864,000 | |
Other non-current liabilities | 134,000 | 662,000 | |
Total liabilities | 15,001,000 | 17,526,000 | |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Treasury stock: 122 shares of Class B stock at December 31, 2015 | (238,000) | ||
Additional paid-in capital | 360,422,000 | 350,799,000 | |
Accumulated deficit | (247,584,000) | (163,518,000) | |
Total stockholders’ equity | 113,271,000 | 187,466,000 | |
Total liabilities and stockholders’ equity | 128,272,000 | 204,992,000 | |
Class A | |||
Stockholders’ equity: | |||
Common stock | 53,000 | 55,000 | |
Class B | |||
Stockholders’ equity: | |||
Common stock | $ 380,000 | $ 368,000 | |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $21.8 million and $19.5 million at December 31, 2015 and 2016, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 137,500,000 | 137,500,000 |
Class A | ||
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 8,032,000 | 8,032,000 |
Common stock, shares outstanding | 5,056,000 | 5,233,000 |
Class B | ||
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 38,004,000 | 36,833,000 |
Common stock, shares outstanding | 38,004,000 | 36,711,000 |
Restricted stock, shares outstanding | 875,000 | 785,000 |
Treasury stock, shares | 122,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenue | $ 129,547 | $ 143,013 | $ 173,601 | |
Expenses: | ||||
Service costs | [1] | 76,970 | 78,767 | 111,259 |
Sales and marketing | 22,307 | 16,462 | 11,719 | |
Product development | 28,446 | 31,058 | 29,561 | |
General and administrative | 21,754 | 18,510 | 20,918 | |
Amortization of intangible assets from acquisitions | [2] | 434 | ||
Acquisition and disposition related costs | 662 | 219 | (68) | |
Total operating expenses | 150,139 | 145,016 | 173,823 | |
Impairment of goodwill | (63,305) | |||
Gain on sale of Archeo assets | 1,496 | |||
Loss from operations | (83,897) | (507) | (222) | |
Other income (expense): | ||||
Interest income | 67 | 21 | 2 | |
Interest and line of credit expense | (109) | (76) | (76) | |
Other, net | (73) | (8) | 12 | |
Total other expense | (115) | (63) | (62) | |
Loss from continuing operations before provision for income taxes | (84,012) | (570) | (284) | |
Income tax expense | 54 | 27 | 22,509 | |
Loss from continuing operations | (84,066) | (597) | (22,793) | |
Discontinued operations: | ||||
Income from discontinued operations, net of tax | 5,123 | 3,425 | ||
Gain on sale of discontinued operations, net of tax | 22,195 | 278 | ||
Discontinued operations, net of tax | 27,318 | 3,703 | ||
Net income (loss) | (84,066) | 26,721 | (19,090) | |
Dividends paid to participating securities | (37) | (127) | ||
Net income (loss) applicable to common stockholders | $ (84,066) | $ 26,684 | $ (19,217) | |
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders: | ||||
Continuing operations | $ (2.01) | $ (0.01) | $ (0.57) | |
Discontinued operations, net of tax | 0.66 | 0.09 | ||
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders | $ (2.01) | 0.65 | (0.48) | |
Dividends paid per share | $ 0.04 | $ 0.08 | ||
Class A | ||||
Other income (expense): | ||||
Loss from continuing operations | $ (10,452) | $ (81) | $ (3,352) | |
Discontinued operations: | ||||
Net income (loss) applicable to common stockholders | $ (10,452) | $ 3,391 | $ (2,812) | |
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 | 5,190 | 5,233 | 5,853 | |
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 | 5,190 | 5,233 | 5,853 | |
Class B | ||||
Other income (expense): | ||||
Loss from continuing operations | $ (73,614) | $ (516) | $ (19,441) | |
Discontinued operations: | ||||
Dividends paid to participating securities | (37) | (127) | ||
Net income (loss) applicable to common stockholders | $ (73,614) | $ 23,293 | $ (16,405) | |
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 | 36,550 | 35,935 | 34,157 | |
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 | 41,740 | 41,168 | 40,010 | |
[1] | Excludes amortization of intangible assets from acquisitions. | |||
[2] | Components of amortization of intangible assets from acquisitions: |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014USD ($) | ||
Income Statement [Abstract] | ||
Amortization of intangible assets from acquisitions | $ 434 | [1] |
[1] | Components of amortization of intangible assets from acquisitions: |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A | Class B | Class A common stockClass A | Class A common stockClass B | Treasury stock | Additional paid-in capital | Accumulated deficit |
Beginning Balance (in shares) at Dec. 31, 2013 | 7,770,000 | 30,879,000 | ||||||
Beginning Balance at Dec. 31, 2013 | $ 134,755 | $ 80 | $ 309 | $ (2) | $ 305,517 | $ (171,149) | ||
Beginning Balance, share at Dec. 31, 2013 | (159,000) | |||||||
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 | $ 34 | 32,448 | |||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 1,082,000 | (49,000) | ||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 4,248 | $ 11 | 4,237 | |||||
Income tax shortfall of option exercises, restricted stock vesting and other, net | (1,229) | (1,229) | ||||||
Tax withholding related to restricted stock awards (in shares) | (175,000) | |||||||
Tax withholding related to restricted stock awards | (1,080) | $ (1) | (1,079) | |||||
Repurchase of Class B common stock (in shares) | (669,000) | (669,000) | ||||||
Repurchase of Class B common stock | (2,506) | $ (2,500) | $ (2,506) | |||||
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) | $ 25 | ||||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 11,903 | 11,903 | ||||||
Retirement of treasury stock (in shares) | 598,000 | (598,000) | 598,000 | |||||
Retirement of treasury stock | $ (6) | $ 6 | ||||||
Net income (loss) | (19,090) | (19,090) | ||||||
Common stock cash dividends | (3,330) | (3,330) | ||||||
Ending Balance (in shares) at Dec. 31, 2014 | 5,233,000 | 37,271,000 | ||||||
Ending Balance at Dec. 31, 2014 | 156,153 | $ 55 | $ 373 | $ (2,503) | 348,467 | (190,239) | ||
Ending Balance, share at Dec. 31, 2014 | (454,000) | |||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 937,000 | (49,000) | ||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 339 | $ 9 | 330 | |||||
Tax withholding related to restricted stock awards (in shares) | (70,000) | |||||||
Tax withholding related to restricted stock awards | (284) | $ (1) | (283) | |||||
Repurchase of Class B common stock (in shares) | (924,000) | (924,000) | ||||||
Repurchase of Class B common stock | (3,803) | $ (3,800) | $ (3,803) | |||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 10,025 | 10,025 | ||||||
Retirement of treasury stock (in shares) | 1,375,000 | (1,375,000) | 1,375,000 | |||||
Retirement of treasury stock | $ (14) | $ 6,069 | (6,055) | |||||
Net income (loss) | 26,721 | 26,721 | ||||||
Common stock cash dividends | (1,685) | (1,685) | ||||||
Ending Balance (in shares) at Dec. 31, 2015 | 5,233,000 | 36,711,000 | 5,233,000 | 36,833,000 | ||||
Ending Balance at Dec. 31, 2015 | 187,466 | $ 55 | $ 368 | $ (238) | 350,799 | (163,518) | ||
Ending Balance, share at Dec. 31, 2015 | (122,000) | (122,000) | ||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 1,714,000 | (412,000) | ||||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 350 | $ 17 | $ (4) | 337 | ||||
Tax withholding related to restricted stock awards (in shares) | (97,000) | |||||||
Tax withholding related to restricted stock awards | (297) | $ (1) | (296) | |||||
Repurchase of Class B common stock (in shares) | (89,000) | (89,000) | ||||||
Repurchase of Class B common stock | (365) | $ (365) | $ (365) | |||||
Conversion of Class A common stock to Class B common stock (in shares) | (177,000) | 177,000 | ||||||
Conversion of Class A common stock to Class B common stock | $ (2) | $ 2 | ||||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 10,183 | 10,183 | ||||||
Retirement of treasury stock (in shares) | 720,000 | (720,000) | 720,000 | |||||
Retirement of treasury stock | $ (7) | $ 608 | (601) | |||||
Net income (loss) | (84,066) | (84,066) | ||||||
Ending Balance (in shares) at Dec. 31, 2016 | 5,056,000 | 38,004,000 | 5,056,000 | 38,004,000 | ||||
Ending Balance at Dec. 31, 2016 | $ 113,271 | $ 53 | $ 380 | $ 360,422 | $ (247,584) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (84,066) | $ 26,721 | $ (19,090) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Amortization and depreciation | 3,194 | 3,661 | 4,105 |
Impairment of goodwill | 63,305 | ||
Acquisition and disposition related costs | (68) | ||
Loss on disposals of fixed assets and intangible assets, net | 5 | ||
Gain on sale of discontinued operations | (22,195) | (422) | |
Gain on sale of Archeo assets | (1,496) | ||
Allowance for doubtful accounts and advertiser credits | 1,682 | 321 | 1,528 |
Stock-based compensation | 10,183 | 10,025 | 11,903 |
Deferred income taxes | 24,390 | ||
Change in certain assets and liabilities: | |||
Accounts receivable, net | 4,017 | 999 | 2,536 |
Refundable taxes, net | 29 | 4 | (34) |
Prepaid expenses, other current assets, and other assets | 245 | 695 | (104) |
Accounts payable | (2,611) | (4,085) | (2,199) |
Accrued expenses and other current liabilities | 1,219 | (1,008) | (480) |
Deferred revenue | (343) | (433) | 729 |
Other non-current liabilities | (528) | (456) | (375) |
Net cash provided by (used in) operating activities | (3,669) | 12,753 | 22,419 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (986) | (4,107) | (3,265) |
Purchases of intangibles and changes in other non-current assets | (14) | (51) | (217) |
Proceeds from sale of discontinued operations, net | 25,249 | 304 | |
Proceeds from (cash paid for) sale of Archeo assets, net | (224) | 731 | |
Net cash provided by (used in) investing activities | (1,224) | 21,822 | (3,178) |
Cash flows from financing activities: | |||
Proceeds from offering, net of costs | 32,527 | ||
Tax withholding related to restricted stock awards | (297) | (284) | (1,080) |
Repurchase of Class B common stock for treasury stock | (365) | (3,822) | (2,486) |
Common stock dividends payments | (1,685) | (3,330) | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 350 | 339 | 4,248 |
Net cash provided by (used in) financing activities | (312) | (5,452) | 29,879 |
Net increase (decrease) in cash and cash equivalents | (5,205) | 29,123 | 49,120 |
Cash and cash equivalents at beginning of period | 109,155 | 80,032 | 30,912 |
Cash and cash equivalents at end of period | 103,950 | 109,155 | 80,032 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for income taxes, net | 24 | 28 | 70 |
Cash paid during the period for interest, net | $ 37 | 55 | 74 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment acquired in accounts payable and accrued expenses | $ 195 | $ 157 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
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 analytics company that helps connect online behavior to real-world, offline actions. The Company provides products and services for businesses of all sizes that depend on consumer phone calls to drive sales. The Company’s analytics technology can facilitate call quality, analyze calls and measure the outcomes of calls. The Company also delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect consumers with businesses over the phone. 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. In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. The operating results related to this April 2015 disposition are shown as discontinued operations in the consolidated statements of operations. In December 2015, the Company sold the remaining Archeo operations which did not meet the criteria for discontinued operations, and as a result the operating results are reflected in continuing operations in 2015. See Note 10. Discontinued Operations, Dispositions, and Other (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, 2015 and 2016: cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on the liquidity of these financial instruments and their short-term nature. (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 collectability. The Company reviews the allowance for collectability 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 beginning of period Charged to costs and expenses Write-offs, net of recoveries Balance at end of period December 31, 2014 621 256 294 583 December 31, 2015 583 61 160 484 December 31, 2016 484 90 75 499 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 beginning of period Additions charged against revenue Credits processed Balance at end of period December 31, 2014 709 1,257 948 1,018 December 31, 2015 1,018 263 756 525 December 31, 2016 525 1,592 1,179 938 (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 two 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. Goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. As of December 31, 2016 the Company has no goodwill on its balance sheet. (g) Impairment or Disposal of Long-Lived Assets The Company reviews its long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment (h) Revenue Recognition The Company generates revenue through call advertising services, which includes call analytics and call marketplace services, and its local leads platform. Historically, the Company has also generated revenue through pay-per-click advertising services. The Company’s performance-based advertising services, which include call advertising, cost-per-action services, and historically pay-per-click services, amounted to greater than 80% of revenues in all periods presented. In addition, the Company generates revenue through its Local Leads platform, which enables partner resellers to sell call advertising and/or search marketing products, and campaign management services. These secondary sources accounted for less than 20% of revenues in all periods presented. 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. The Company has no barter transactions. The Company’s call analytics technology platform provides data and insights that can measure the performance of mobile, online and offline advertising for advertisers and small business resellers. The Company generates revenue from the Company’s call analytics technology platform when advertisers pay the Company a fee for each call or call related data element they receive from calls including call-based ads the Company distributes through its sources of call distribution or for each phone number tracked based on a pre-negotiated rate. The Company’s call marketplace offers advertisers and adverting service providers’ ad placements across the Company’s distribution network. Advertisers or advertising service providers are charged on a pay-per-call or cost-per-action basis. The Company generates revenue upon delivery of qualified and reported phone calls to advertisers or advertising service providers’ listings. These advertisers and advertising service providers pay the Company a designated transaction fee for each qualified phone call, which occurs when a user makes a phone call, clicks, or completes a specified action on any of their advertisement listings after it has been placed by the Company or by the Company’s distribution partners. Each qualified phone call or specified action on an advertisement listing represents a completed transaction. 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’s distribution network is primarily comprised of third party mobile and online search engines and applications, mobile carriers, directories, destination sites, shopping engines, Internet domains or web sites, other targeted Web-based content, and offline sources. The Company enters into agreements with these third party distribution partners to provide distribution for pay-for-call advertisement listings, which contain call tracking numbers and/or URL strings. The Company generally pays distribution partners based on a percentage of revenue or a fixed amount per phone call on these listings. The Company acts as the primary obligor with the advertiser for revenue call transactions, and is responsible for the fulfillment of services. The Company’s local leads platform allows reseller partners to sell call advertising, search marketing, and other lead generation products through their existing sales channels to small business advertisers. The Company generates revenue from reseller partners utilizing the Company’s local leads platform and 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 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. The revenue derived from advertisers is generally 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 search engines and directories. 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 its 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 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. For arrangements that include 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. 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 owed that occurs subsequent to the end of a reporting period. (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, offline, or other user traffic. The Company enters into agreements of varying durations with distribution partners that integrate the Company’s services into their web sites, indexes or other sources of user traffic. The primary economic 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 other action. Other payment structures that to a lesser degree exist include: 1) variable payments based on a specified metric, such as number of paid calls or other actions, 2) fixed payments, based on a guaranteed minimum amount of usage delivered, 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 variable or fixed payments. Agreements with variable payments based on a percentage of revenue, number of paid phone calls 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. Agreements with fixed payments and 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. Service costs also include network operations and customer service costs that consist primarily of costs associated with providing performance-based advertising and marketing services, 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 marketing services include depreciation and colocation charges of network equipment, bandwidth and software license fees, salaries of related personnel, stock-based compensation and telecommunication costs, including the use of telephone numbers for providing call-based advertising services. Other service costs include credit card processing fees and domain name and related costs, including the renewal of the domain name registrations. (j) Advertising Expenses Advertising costs are expensed as incurred and include mobile and online advertising and related outside marketing activities, including sponsorships and trade shows. Such costs are included in sales and marketing. Advertising costs were approximately $742,000, $2.4 million and $2.0 million for the years ended December 31, 2014, 2015 and 2016, respectively. (k) Product Development and Other Intangible Assets Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s products 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, Intangibles – Goodwill and Other (l) Income Taxes The Company utilizes 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. (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 the valuation allowance for deferred tax assets. Actual results could differ from those estimates. (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. At various points during 2015 and 2016, the Company held cash equivalents in a commercial paper sweep account with the same financial institution. These Level 2 assets were fully liquidated prior to December 31, 2015 and 2016. 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 was one distribution partner which was paid less than 17% of consolidated revenue for the year ended December 31, 2014, and there were no distribution partners paid more than 10% of consolidated revenue for the years ended December 31, 2015 and 2016. The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2014 2015 2016 Advertiser A 25 % 29 % 23 % Advertiser B 28 % * * Advertiser C * 19 % 23 % 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, 2015 2016 Advertiser A 14 % 11 % Advertiser C 28 % 30 % Advertiser D 19 % 15 % * 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 that utilizes the Company’s products and services. There was no advertising agency which represented more than 10% of consolidated revenue for the year ended December 31, 2014, and one advertising agency represented 18% and 20% of consolidated revenue for the years ended December 31, 2015 and 2016, respectively. There was one advertising agency, which represented 13%, 22%, and 26% of consolidated accounts receivable as of December 31, 2014, 2015 and 2016, respectively. (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 its 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 cash dividends equally to both classes of common stock and the unvested restricted shares from November 2006 until the cash dividends were discontinued after May 2015. 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, 2014 2015 2016 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Net loss from continuing operations $ (3,352 ) $ (19,441 ) $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) Dividends paid to participating securities — (127 ) — (37 ) — — Net loss from continuing operations applicable to common stockholders $ (3,352 ) $ (19,568 ) $ (81 ) $ (553 ) $ (10,452 ) $ (73,614 ) Discontinued operations, net of tax 540 3,163 3,472 23,846 — — Net income (loss) applicable to common stockholders $ (2,812 ) $ (16,405 ) $ 3,391 $ 23,293 $ (10,452 ) $ (73,614 ) Denominator: Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,853 34,157 5,233 35,935 5,190 36,550 Basic net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.57 ) $ (0.57 ) $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) Discontinued operations, net of tax 0.09 0.09 0.66 0.66 — — Basic net income (loss) per share applicable to common stockholders $ (0.48 ) $ (0.48 ) $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) 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, 2014 2015 2016 Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share: Numerator: Net loss from continuing operations $ (3,352 ) $ (19,441 ) $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) Dividends paid to participating securities — (127 ) — (37 ) — — Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (3,352 ) — (81 ) — (10,452 ) Net loss from continuing operations applicable to common stockholders $ (3,352 ) $ (22,920 ) $ (81 ) $ (634 ) $ (10,452 ) $ (84,066 ) Discontinued operations, net of tax 540 3,163 3,472 23,846 — — Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 540 — 3,472 — — Diluted discontinued operations, net of tax $ 540 $ 3,703 $ 3,472 $ 27,318 $ — $ — Net income (loss) applicable to common stockholders $ (2,812 ) $ (19,217 ) $ 3,391 $ 26,684 $ (10,452 ) $ (84,066 ) Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,853 34,157 5,233 35,935 5,190 36,550 Conversion of Class A to Class B common shares outstanding — 5,853 — 5,233 — 5,190 Weighted average number of shares outstanding used to calculate diluted net income (loss) per share 5,853 40,010 5,233 41,168 5,190 41,740 Diluted net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.57 ) $ (0.57 ) $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) Discontinued operations, net of tax 0.09 0.09 0.66 0.66 — — Diluted net income (loss) per share applicable to common stockholders $ (0.48 ) $ (0.48 ) $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) 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, 2014, 2015 and 2016, outstanding options to acquire 7,797, 8,937, and 7,678 shares, respectively, of Class B common stock. • For the years ended December 31, 2014, 2015, and 2016, 1,007, 785, and 875 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2014, 2015 and 2016, 1,134, 1,437, and 1,882 restricted stock units, respectively. (q) Guarantees FASB ASC 460, Guarantees 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 the Company could be required to make under these indemnification provisions could be material. (r) 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) Revenue from Contracts with Customers - Principal versus Agent Considerations In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17), In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) In March 2016, the FASB amended the existing accounting standards for stock-based compensation, with Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13), |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (2) Property and Equipment Property and equipment consisted of the following (in thousands): Years ended December 31, 2015 (1) 2016 (1) Computer and other related equipment $ 21,551 $ 18,467 Purchased and internally developed software 7,893 6,811 Furniture and fixtures 1,778 1,493 Leasehold improvements 2,123 2,371 $ 33,345 $ 29,142 Less: accumulated depreciation and amortization (27,567 ) (25,585 ) Property and equipment, net $ 5,778 $ 3,557 (1) Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $21.8 million and $19.5 million at December 31, 2015 and 2016, respectively. Depreciation and amortization expense incurred by the Company was approximately $3.4 million, $3.6 million, and $3.2 million for the years ended December 31, 2014, 2015 and 2016, respectively. |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Credit Agreement | (3) Credit Agreement In December 2016, the Company terminated its Credit Agreement originally entered into in April 2008 and amended to date which provided for a senior secured $30 million revolving credit facility (“Credit Agreement”). The Company never borrowed funds under the Credit Agreement and determined that the credit facility was no longer needed. The Company did not incur any early termination penalties associated with the termination of the Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (4) Commitments and Contingencies (a) 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 and recognizes rent expense on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. Other contractual obligations primarily relate to minimum contractual payments due to outside service providers. Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2017 $ 2,362 $ 4,044 $ 6,406 2018 577 1,632 2,209 2019 — 615 615 2020 — 1 1 2021 and after — — — Total minimum payments $ 2,939 $ 6,292 $ 9,231 Rent expense incurred by the Company was approximately $1.9 million for the years ended December 31, 2014, 2015, and $2.0 million for the year ended December 31, 2016. (b) Contingencies On November 17, 2015, Steven Porter, a purported shareholder of the Company, filed a securities class action against the Company and certain officers of the Company, alleging violations of the federal securities laws (the “Complaint”). Mr. Porter sought to represent all people who purchased or otherwise acquired the Company’s Class B common stock during the period from March 19, 2014 to September 18, 2014, and sought unspecified damages. The Complaint alleged that the Defendants made false and/or misleading statements and/or failed to disclose material adverse facts about the Company’s business, operations, and prospects. On April 1, 2016, Mr. Porter was appointed “Lead Plaintiff” in the action. On April 22, 2016, the case was dismissed without prejudice after the Lead Plaintiff filed a notice of voluntary dismissal of the case. In addition, the Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. 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 its 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 the Company could be required to make under these indemnification provisions could be material. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (5) Income Taxes The components of loss from continuing operations before provision for income taxes consist of the following (in thousands): Years ended December 31, 2014 2015 2016 United States $ (285 ) $ (573 ) $ (83,920 ) Foreign 1 3 (92 ) Loss before provision for income taxes $ (284 ) $ (570 ) $ (84,012 ) The provision for income taxes from continuing operations for the Company consists of the following (in thousands): Years ended December 31, 2014 2015 2016 Current provision Federal $ 2 $ — $ — State 34 27 54 Deferred provision (benefit) Federal 2,018 1,187 (9,830 ) State — — — Tax benefit of equity adjustment for stock option exercises and restricted stock vesting (1,231 ) — — Valuation allowance 21,686 (1,187 ) 9,830 Total income tax expense $ 22,509 $ 27 $ 54 Income tax expense from continuing operations differed from the amounts computed by applying the U.S. federal income tax rates of 34% to loss before provision for income taxes as a result of the following (in thousands): Years ended December 31, 2014 2015 2016 Income tax benefit at U.S. statutory rate $ (97 ) $ (194 ) $ (28,564 ) State taxes, net of valuation allowance 22 17 35 Non-deductible stock compensation 598 802 489 Non-deductible goodwill — — 16,917 Valuation allowance 21,686 (1,187 ) 9,830 Research tax credits (547 ) (510 ) (541 ) Other non-deductible expenses 847 1,099 1,888 Total income tax expense $ 22,509 $ 27 $ 54 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, 2015 2016 Deferred tax assets: Accrued liabilities not currently deductible $ 1,124 $ 1,323 Intangible assets-excess of financial statement over tax amortization 2,643 2,045 Goodwill recognized on financial statements in excess of tax amortization 6,689 8,683 Stock-based compensation 4,645 4,181 Federal net operating losses and AMT credit carryforwards 9,634 17,619 State and city net operating loss carryforwards 6,098 6,330 Research & experimental tax credit carryforwards 3,136 3,676 Other 492 665 Gross deferred tax assets 34,461 44,522 Valuation allowance (34,461 ) (44,522 ) Net deferred tax assets $ — $ — As of December 31, 2016, the Company’s federal NOL carryforwards were approximately $63.5 million for income tax purposes, which will begin to expire in 2026. As of December 31, 2016, the Company’s state, city, and other foreign jurisdiction NOL carryforwards were approximately $6.4 million, which begin to expire in 2025. In addition, at December 31, 2015 and 2016, 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, 2016, the Company has research and development credit carryforwards of $4.7 million available for income tax purposes, which will begin to expire 2029. In December 2015, the Protecting Americans from Tax Hikes (Path) Act of 2015 was signed into law and retroactively extended the research and development tax credit to January 1, 2015 through December 31, 2015 and prospectively made the credit permanent. The Company has recorded a deferred tax asset for stock-based compensation recorded on unexercised non-qualified stock options and certain restricted shares and restricted share units. 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 or restricted share units vest, and generation of sufficient taxable income to realize the benefit of the related tax deduction. At December 31, 2014, 2015 and 2016, the Company recorded a valuation allowance of $44.8 million, $34.5 million, and $44.5 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, 2015 and 2016 was ($10.3) million and $10.0 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 the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The Company incurred taxable losses in 2014, 2015, and 2016. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized. From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact the Company’s effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The following table summarizes activity related to tax contingencies from January 1, 2014 to December 31, 2016 which are recorded as an offset to deferred tax assets (in thousands): Gross tax contingencies—January 1, 2014 $ 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 Gross increases to tax positions associated with prior periods $ — Gross increases to current period tax positions $ 171 Gross decreases to tax positions associated with prior periods $ — Settlements $ — Lapse of statute of limitations $ — Gross tax contingencies—December 31, 2015 $ 888 Gross increases to tax positions associated with prior periods $ — Gross increases to current period tax positions $ 182 Gross decreases to tax positions associated with prior periods $ — Settlements $ — Lapse of statute of limitations $ — Gross tax contingencies—December 31, 2016 $ 1,070 The Company files U.S. federal, certain U.S. states, and certain foreign tax returns. Generally, U.S. federal, U.S. state, and foreign tax returns filed for years after 2012 are within the statute of limitations and are under examination or may be subject to examination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
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 the founding Class A 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 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 years ended December 31, 2014, 2015 and 2016, the Company repurchased 669,000, 924,000 and 89,000 shares of Class B common stock for $2.5 million, $3.8 million and $365,000, respectively. During the years ended December 31, 2014, 2015 and 2016, the Company’s board of directors authorized the retirement of 598,000, 1,375,000, and 720,000 shares, respectively, of the Company’s Class B common stock, all of which have been repurchased by the Company. Shares repurchased but not yet retired by the Company are classified as treasury stock on the consolidated balance sheet before retirement. Retirement of treasury stock results in reductions to common stock and additional paid-in capital. In 2014 and the first half of 2015, the Company’s board of directors declared quarterly dividends in the amount of $0.02 per share on the Company’s Class A and Class B common stock in each of the quarters, totaling $3.3 million and $1.7 million, for those years, respectively. The Company discontinued paying dividends on its common stock after the second quarter of 2015, and does not anticipate declaring or paying dividends in the foreseeable future. (b) Stock Option Plan The Company’s stock incentive plan (the “2012 Plan”), which was established in 2012, allows for grants of stock options, restricted stock units and restricted stock awards to eligible participants and such options may be designated as incentive or non-qualified stock options at the discretion of the 2012 Plan’s Administrative Committee. Prior to the 2012 Plan, the Company granted stock-based awards under its 2003 Amended and Restated Stock Incentive Plan (the “2003 Plan”). No further awards were made under the 2003 Plan after December 31, 2012. 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, the 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 2,097,153 and 2,152,989 on January 1, 2016 and 2017, respectively, bringing the aggregate authorized number of shares available under the 2012 plan to 13,654,534. 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 2014, 2015, and 2016. 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 statements of operations. Stock-based compensation expense was included in the following operating expense categories (in thousands): Twelve months ended December 31, 2014 2015 2016 Service costs $ 1,373 $ 1,189 $ 693 Sales and marketing 888 1,307 1,738 Product development 2,595 2,410 1,569 General and administrative 7,032 5,118 6,183 Total stock-based compensation $ 11,888 $ 10,024 $ 10,183 For the years ended December 31, 2014, 2015, and 2016, the income tax benefit related to stock-based compensation included in net loss from continuing operations was $0 for all periods. FASB ASC 718, Compensation – Stock Compensation 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, 2014, 2015 and 2016, 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, 2014 2015 2016 Expected life (in years) 4.00 4.00 – 6.25 4.00 – 6.25 Risk-free interest rate 1.25 % 1.13% to 1.56% 0.86 % Expected volatility 55% to 62% 59% to 65% 56% to 58% Weighted average expected volatility 56% 62% 58% Expected dividend yield 0.76% to 2.03% 0% to 0.36% 0% Stock option, restricted stock award, and restricted stock unit activity during the period is as follows: Options and Restricted Stock available for grant (in thousands) Number of options outstanding (in thousands) Weighted average exercise price of options Weighted average remaining contractual term (in years) Aggregate intrinsic (in thousands) Balance at December 31, 2015 2,008 8,937 $ 6.97 6.33 $ 52 Increase to option pool January 1, 2016 2,097 — Options granted (1,813 ) 1,813 4.08 Restricted stock granted (2,895 ) — Restricted stock forfeited 1,237 — Options exercised — (60 ) 4.01 Options expired 1,779 (1,779 ) 9.60 Options forfeited 1,233 (1,233 ) 5.31 Balance at December 31, 2016 3,646 7,678 5.97 5.07 $ 0 Options exercisable at December 31, 2016 5,421 6.52 3.77 $ — Information related to stock compensation activity during the period indicated is as follows: Years ended December 31, 2014 2015 2016 Weighted average fair value of options granted $ 3.89 $ 2.13 $ 2.05 Intrinsic value of options exercised (in thousands) $ 4,016 $ 36 $ 23 Total grant date fair value of restricted stock vested (in thousands) $ 6,568 $ 7,657 $ 5,612 At December 31, 2016, there was $4.1 million of unrecognized stock option compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.1 years. During the years ended December 31, 2014, 2015, and 2016 gross proceeds recognized from the exercise of stock options was $4.2 million, $220,000, and $242,000 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, 2014, 2015, and 2016 of ($1.2) million, $0 and $0, respectively, was recorded to additional paid-in capital. Restricted stock awards and restricted stock unit activity during the period is as follows: Shares/ Units (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2015 2,222 $ 4.86 Granted 2,895 3.87 Vested (1,123 ) 5.00 Forfeited (1,237 ) 4.56 Unvested at December 31, 2016 2,757 3.90 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, 2016, there was $8.3 million of unrecognized restricted stock compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted average period of 2.4 years. During 2014, 2015 and 2016, the Company repurchased 175,000, 70,000, and 97,000 shares, respectively, from certain executives for minimum withholding taxes on 527,000, 257,000, and 284,000 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 $1.1 million, $284,000 and $297,000 for 2014, 2015, and 2016, 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 resulting in approximately $661,000 of related stock-based compensation expense recognized in 2015. In May 2016, approximately 27,000 stock options and 33,000 restricted stock awards were fully accelerated and the period to exercise any outstanding vested stock options was modified to extend through the 10-year anniversary of the respective grant dates in connection with an executive’s transition to a consulting arrangement, and in October 2016, vesting of 288,877 stock options and 190,187 restricted stock awards were accelerated in connection with an executive’s separation agreement resulting in approximately $2.4 million of related stock-based compensation recognized in 2016. (c) Employee Stock Purchase Plan 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. During the year ended December 31, 2014, 11,944 shares purchased at prices ranging from $3.94 to $11.42 per share. During the year ended December 31, 2015, 27,692 shares were purchased at prices ranging from $3.70 to $4.70 per share. During the year ended December 31, 2016, 29,365 shares were purchased at prices ranging from $2.52 to $4.23 per share. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | (7) 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 2014, 2015 and 2016, cash contributions were made in the amount of $276,000, $276,000, and $288,000 respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (8) Goodwill Changes in the carrying amount of goodwill during the year ended December 31, 2016 are as follows (in thousands): Balance as of December 31, 2015 $ 63,305 Impairment of goodwill (63,305 ) Balance as of December 31, 2016 $ — The Company has historically reviewed goodwill for impairment annually on November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment and determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. For the three months ended June 30, 2016, the Company’s stock price was impacted by volatility, among other factors, in the U.S. financial markets, and traded below the then book value for an extended period of time. Accordingly, the Company tested its goodwill for impairment and concluded that the carrying value exceeded the estimated fair value of the Company’s single reporting unit and recognized an impairment loss during the second quarter of 2016 of $63.3 million. The fair value of the Company’s single reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors, including the Company’s stock price. The goodwill impairment loss resulted primarily from a sustained decline in the Company’s common stock share price and market capitalization as well as 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. The testing of goodwill 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; significant changes in competition and market dynamics; 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. These estimates and circumstances 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, volatility in financial markets, or changes in the share price of the Company’s common stock and market capitalization. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (9) 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. Historically, the Company operated under two segments: Call-driven and Archeo. Subsequent to the sale of the Company’s remaining Archeo operations in December 2015, the Company operates primarily under the Call-driven segment which is comprised of performance-based advertising business focused on driving phone calls and its local leads platform. The Archeo segment historically comprised the Company’s click-based advertising businesses. In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. The operating results related to this April 2015 disposition are shown as discontinued operations in the consolidated statements of operation. In December 2015, the Company sold the remaining Archeo operations which did not meet the criteria for discontinued operations, and as a result the operating results are reflected in continuing operations in 2015. See Note 10. Discontinued Operations, Dispositions, and Other The Call-driven segment expenses include both direct costs incurred by the segment as well as corporate overhead costs. The Archeo segment expenses only include direct costs incurred by the segment. Segment expenses exclude the following: stock-based compensation, acquisition and disposition related costs, and other expense. For the year ended December 31, 2016, the Company’s operating results are primarily all Call-driven. There were other operating activities related to transition related activities of the Archeo operations in 2016, which were not significant and therefore are not presented below. Selected segment information (in thousands): Year ended December 31, 2015 Call-driven Archeo Total Revenue $ 139,886 $ 3,127 $ 143,013 Operating expenses 132,077 2,696 134,773 Segment profit $ 7,809 $ 431 $ 8,240 Less reconciling items: Stock-based compensation 10,024 Acquisition and disposition related costs 219 Gain on sale of Archeo assets (1,496 ) Interest expense and other, net 63 Loss from continuing operations before provision for income taxes $ (570 ) Year ended December 31, 2014 Call-driven Archeo Total Revenue $ 168,051 $ 5,550 $ 173,601 Operating expenses 156,952 4,617 161,569 Segment profit $ 11,099 $ 933 $ 12,032 Less reconciling items: Stock-based compensation 11,888 Amortization of intangible assets from acquisitions 434 Acquisition and disposition related costs (68 ) Interest expense and other, net 62 Loss from continuing operations before provision for income taxes $ (284 ) 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, 2014 2015 2016 United States 97 % 97 % 97 % Canada 3 % 3 % 3 % Other countries * * * 100 % 100 % 100 % * Less than 1% of revenue |
Discontinued Operations, Dispos
Discontinued Operations, Dispositions and Other | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations, Dispositions and Other | (10) Discontinued Operations, Dispositions and Other (a) Discontinued Operations In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. This disposal meets the requirements of Accounting Standards Codification 205-20, Discontinued Operations Years ended December 31, 2014 2015 Revenue $ 9,043 $ 7,081 Expenses: Service costs 3,322 1,624 Sales and marketing 518 334 General and administrative 5 — Income from discontinued operations before provision for income taxes 5,198 5,123 Income tax expense 1,773 — Income from discontinued operations, net of tax $ 3,425 $ 5,123 The discontinued operation incurred amortization of $115,000 and $16,000 in the years ended December 31, 2014 and 2015, respectively. The net cash proceeds from this disposition were approximately $28.1 million. The sale includes a contingent earn-out consideration payment that depends upon the achievement of certain thresholds and will be recognized as income when received. In July 2013, the Company completed the sale of certain pay-per-click advertising services. The net cash proceeds from the sale of the pay-per-click assets in July 2013 were approximately $1.4 million. (b) Disposition On December 31, 2015, the Company sold the remaining Archeo operations for cash proceeds of $750,000. The transaction costs were approximately $244,000 and the net carrying value of the liabilities assumed were approximately $990,000, resulting in a net gain of $1.5 million from the sale. The Company evaluated this disposition and determined that it did not meet the criteria for classification as a discontinued operation. As a result, operating results of these Archeo operations and the related gain on sale are reflected in the Company’s continuing operations in the consolidated statements of operations. For the years ended December 31, 2014 and 2015, income before provision for income taxes for these Archeo operations included in the Company’s continuing operations, were $950,000, and $431,000, respectively. (c) Other In the third quarter of 2016, the Company incurred approximately $1.6 million in employee separation and facility termination related costs. As of December 31, 2016, approximately $354,000 of these costs were accrued and expected to be paid in 2017. In January 2017, the Company incurred approximately $800,000 of employee separation related costs as part of savings measures implemented in 2017. |
Description of Business and S18
Description of Business and Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
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 analytics company that helps connect online behavior to real-world, offline actions. The Company provides products and services for businesses of all sizes that depend on consumer phone calls to drive sales. The Company’s analytics technology can facilitate call quality, analyze calls and measure the outcomes of calls. The Company also delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect consumers with businesses over the phone. 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. In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. The operating results related to this April 2015 disposition are shown as discontinued operations in the consolidated statements of operations. In December 2015, the Company sold the remaining Archeo operations which did not meet the criteria for discontinued operations, and as a result the operating results are reflected in continuing operations in 2015. See Note 10. Discontinued Operations, Dispositions, and Other |
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, 2015 and 2016: cash and cash equivalents, accounts receivable, refundable taxes, accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on the liquidity of these financial instruments and their short-term nature. |
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 collectability. The Company reviews the allowance for collectability 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 beginning of period Charged to costs and expenses Write-offs, net of recoveries Balance at end of period December 31, 2014 621 256 294 583 December 31, 2015 583 61 160 484 December 31, 2016 484 90 75 499 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 beginning of period Additions charged against revenue Credits processed Balance at end of period December 31, 2014 709 1,257 948 1,018 December 31, 2015 1,018 263 756 525 December 31, 2016 525 1,592 1,179 938 |
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 two 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. Goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. As of December 31, 2016 the Company has no goodwill on its balance sheet. The Company has historically reviewed goodwill for impairment annually on November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment and determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. For the three months ended June 30, 2016, the Company’s stock price was impacted by volatility, among other factors, in the U.S. financial markets, and traded below the then book value for an extended period of time. Accordingly, the Company tested its goodwill for impairment and concluded that the carrying value exceeded the estimated fair value of the Company’s single reporting unit and recognized an impairment loss during the second quarter of 2016 of $63.3 million. The fair value of the Company’s single reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors, including the Company’s stock price. The goodwill impairment loss resulted primarily from a sustained decline in the Company’s common stock share price and market capitalization as well as 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. The testing of goodwill 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; significant changes in competition and market dynamics; 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. These estimates and circumstances 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, volatility in financial markets, or changes in the share price of the Company’s common stock and market capitalization. |
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, Property, Plant, and Equipment |
Revenue Recognition | (h) Revenue Recognition The Company generates revenue through call advertising services, which includes call analytics and call marketplace services, and its local leads platform. Historically, the Company has also generated revenue through pay-per-click advertising services. The Company’s performance-based advertising services, which include call advertising, cost-per-action services, and historically pay-per-click services, amounted to greater than 80% of revenues in all periods presented. In addition, the Company generates revenue through its Local Leads platform, which enables partner resellers to sell call advertising and/or search marketing products, and campaign management services. These secondary sources accounted for less than 20% of revenues in all periods presented. 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. The Company has no barter transactions. The Company’s call analytics technology platform provides data and insights that can measure the performance of mobile, online and offline advertising for advertisers and small business resellers. The Company generates revenue from the Company’s call analytics technology platform when advertisers pay the Company a fee for each call or call related data element they receive from calls including call-based ads the Company distributes through its sources of call distribution or for each phone number tracked based on a pre-negotiated rate. The Company’s call marketplace offers advertisers and adverting service providers’ ad placements across the Company’s distribution network. Advertisers or advertising service providers are charged on a pay-per-call or cost-per-action basis. The Company generates revenue upon delivery of qualified and reported phone calls to advertisers or advertising service providers’ listings. These advertisers and advertising service providers pay the Company a designated transaction fee for each qualified phone call, which occurs when a user makes a phone call, clicks, or completes a specified action on any of their advertisement listings after it has been placed by the Company or by the Company’s distribution partners. Each qualified phone call or specified action on an advertisement listing represents a completed transaction. 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’s distribution network is primarily comprised of third party mobile and online search engines and applications, mobile carriers, directories, destination sites, shopping engines, Internet domains or web sites, other targeted Web-based content, and offline sources. The Company enters into agreements with these third party distribution partners to provide distribution for pay-for-call advertisement listings, which contain call tracking numbers and/or URL strings. The Company generally pays distribution partners based on a percentage of revenue or a fixed amount per phone call on these listings. The Company acts as the primary obligor with the advertiser for revenue call transactions, and is responsible for the fulfillment of services. The Company’s local leads platform allows reseller partners to sell call advertising, search marketing, and other lead generation products through their existing sales channels to small business advertisers. The Company generates revenue from reseller partners utilizing the Company’s local leads platform and 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 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. The revenue derived from advertisers is generally 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 search engines and directories. 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 its 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 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. For arrangements that include 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. 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 owed that occurs subsequent to the end of a reporting period. |
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, offline, or other user traffic. The Company enters into agreements of varying durations with distribution partners that integrate the Company’s services into their web sites, indexes or other sources of user traffic. The primary economic 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 other action. Other payment structures that to a lesser degree exist include: 1) variable payments based on a specified metric, such as number of paid calls or other actions, 2) fixed payments, based on a guaranteed minimum amount of usage delivered, 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 variable or fixed payments. Agreements with variable payments based on a percentage of revenue, number of paid phone calls 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. Agreements with fixed payments and 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. Service costs also include network operations and customer service costs that consist primarily of costs associated with providing performance-based advertising and marketing services, 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 marketing services include depreciation and colocation charges of network equipment, bandwidth and software license fees, salaries of related personnel, stock-based compensation and telecommunication costs, including the use of telephone numbers for providing call-based advertising services. Other service costs include credit card processing fees and domain name and related costs, including the renewal of the domain name registrations. |
Advertising Expenses | (j) Advertising Expenses Advertising costs are expensed as incurred and include mobile and online advertising and related outside marketing activities, including sponsorships and trade shows. Such costs are included in sales and marketing. Advertising costs were approximately $742,000, $2.4 million and $2.0 million for the years ended December 31, 2014, 2015 and 2016, respectively. |
Product Development and Other Intangible Assets | (k) Product Development and Other Intangible Assets Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s products 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, Intangibles – Goodwill and Other |
Income Taxes | (l) Income Taxes The Company utilizes 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. |
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. 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 statements of operations. FASB ASC 718, Compensation – Stock Compensation 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, 2014, 2015 and 2016, 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. 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. |
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 the valuation allowance for deferred tax assets. Actual results could differ from those estimates. |
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. At various points during 2015 and 2016, the Company held cash equivalents in a commercial paper sweep account with the same financial institution. These Level 2 assets were fully liquidated prior to December 31, 2015 and 2016. 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 was one distribution partner which was paid less than 17% of consolidated revenue for the year ended December 31, 2014, and there were no distribution partners paid more than 10% of consolidated revenue for the years ended December 31, 2015 and 2016. The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2014 2015 2016 Advertiser A 25 % 29 % 23 % Advertiser B 28 % * * Advertiser C * 19 % 23 % 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, 2015 2016 Advertiser A 14 % 11 % Advertiser C 28 % 30 % Advertiser D 19 % 15 % * 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 that utilizes the Company’s products and services. There was no advertising agency which represented more than 10% of consolidated revenue for the year ended December 31, 2014, and one advertising agency represented 18% and 20% of consolidated revenue for the years ended December 31, 2015 and 2016, respectively. There was one advertising agency, which represented 13%, 22%, and 26% of consolidated accounts receivable as of December 31, 2014, 2015 and 2016, respectively. |
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 its 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 cash dividends equally to both classes of common stock and the unvested restricted shares from November 2006 until the cash dividends were discontinued after May 2015. 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, 2014 2015 2016 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Net loss from continuing operations $ (3,352 ) $ (19,441 ) $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) Dividends paid to participating securities — (127 ) — (37 ) — — Net loss from continuing operations applicable to common stockholders $ (3,352 ) $ (19,568 ) $ (81 ) $ (553 ) $ (10,452 ) $ (73,614 ) Discontinued operations, net of tax 540 3,163 3,472 23,846 — — Net income (loss) applicable to common stockholders $ (2,812 ) $ (16,405 ) $ 3,391 $ 23,293 $ (10,452 ) $ (73,614 ) Denominator: Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,853 34,157 5,233 35,935 5,190 36,550 Basic net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.57 ) $ (0.57 ) $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) Discontinued operations, net of tax 0.09 0.09 0.66 0.66 — — Basic net income (loss) per share applicable to common stockholders $ (0.48 ) $ (0.48 ) $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) 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, 2014 2015 2016 Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share: Numerator: Net loss from continuing operations $ (3,352 ) $ (19,441 ) $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) Dividends paid to participating securities — (127 ) — (37 ) — — Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (3,352 ) — (81 ) — (10,452 ) Net loss from continuing operations applicable to common stockholders $ (3,352 ) $ (22,920 ) $ (81 ) $ (634 ) $ (10,452 ) $ (84,066 ) Discontinued operations, net of tax 540 3,163 3,472 23,846 — — Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 540 — 3,472 — — Diluted discontinued operations, net of tax $ 540 $ 3,703 $ 3,472 $ 27,318 $ — $ — Net income (loss) applicable to common stockholders $ (2,812 ) $ (19,217 ) $ 3,391 $ 26,684 $ (10,452 ) $ (84,066 ) Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,853 34,157 5,233 35,935 5,190 36,550 Conversion of Class A to Class B common shares outstanding — 5,853 — 5,233 — 5,190 Weighted average number of shares outstanding used to calculate diluted net income (loss) per share 5,853 40,010 5,233 41,168 5,190 41,740 Diluted net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.57 ) $ (0.57 ) $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) Discontinued operations, net of tax 0.09 0.09 0.66 0.66 — — Diluted net income (loss) per share applicable to common stockholders $ (0.48 ) $ (0.48 ) $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) 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, 2014, 2015 and 2016, outstanding options to acquire 7,797, 8,937, and 7,678 shares, respectively, of Class B common stock. • For the years ended December 31, 2014, 2015, and 2016, 1,007, 785, and 875 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2014, 2015 and 2016, 1,134, 1,437, and 1,882 restricted stock units, respectively. |
Guarantees | (q) Guarantees FASB ASC 460, Guarantees 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 the Company could be required to make under these indemnification provisions could be material. |
Recent Accounting Pronouncement Not Yet Effective | (r) 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) Revenue from Contracts with Customers - Principal versus Agent Considerations In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17), In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) In March 2016, the FASB amended the existing accounting standards for stock-based compensation, with Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13), |
Description of Business and S19
Description of Business and Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
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 beginning of period Charged to costs and expenses Write-offs, net of recoveries Balance at end of period December 31, 2014 621 256 294 583 December 31, 2015 583 61 160 484 December 31, 2016 484 90 75 499 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 beginning of period Additions charged against revenue Credits processed Balance at end of period December 31, 2014 709 1,257 948 1,018 December 31, 2015 1,018 263 756 525 December 31, 2016 525 1,592 1,179 938 |
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, 2014 2015 2016 Advertiser A 25 % 29 % 23 % Advertiser B 28 % * * Advertiser C * 19 % 23 % |
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, 2015 2016 Advertiser A 14 % 11 % Advertiser C 28 % 30 % Advertiser D 19 % 15 % * 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, 2014 2015 2016 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Net loss from continuing operations $ (3,352 ) $ (19,441 ) $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) Dividends paid to participating securities — (127 ) — (37 ) — — Net loss from continuing operations applicable to common stockholders $ (3,352 ) $ (19,568 ) $ (81 ) $ (553 ) $ (10,452 ) $ (73,614 ) Discontinued operations, net of tax 540 3,163 3,472 23,846 — — Net income (loss) applicable to common stockholders $ (2,812 ) $ (16,405 ) $ 3,391 $ 23,293 $ (10,452 ) $ (73,614 ) Denominator: Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,853 34,157 5,233 35,935 5,190 36,550 Basic net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.57 ) $ (0.57 ) $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) Discontinued operations, net of tax 0.09 0.09 0.66 0.66 — — Basic net income (loss) per share applicable to common stockholders $ (0.48 ) $ (0.48 ) $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) 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, 2014 2015 2016 Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share: Numerator: Net loss from continuing operations $ (3,352 ) $ (19,441 ) $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) Dividends paid to participating securities — (127 ) — (37 ) — — Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (3,352 ) — (81 ) — (10,452 ) Net loss from continuing operations applicable to common stockholders $ (3,352 ) $ (22,920 ) $ (81 ) $ (634 ) $ (10,452 ) $ (84,066 ) Discontinued operations, net of tax 540 3,163 3,472 23,846 — — Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 540 — 3,472 — — Diluted discontinued operations, net of tax $ 540 $ 3,703 $ 3,472 $ 27,318 $ — $ — Net income (loss) applicable to common stockholders $ (2,812 ) $ (19,217 ) $ 3,391 $ 26,684 $ (10,452 ) $ (84,066 ) Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,853 34,157 5,233 35,935 5,190 36,550 Conversion of Class A to Class B common shares outstanding — 5,853 — 5,233 — 5,190 Weighted average number of shares outstanding used to calculate diluted net income (loss) per share 5,853 40,010 5,233 41,168 5,190 41,740 Diluted net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.57 ) $ (0.57 ) $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) Discontinued operations, net of tax 0.09 0.09 0.66 0.66 — — Diluted net income (loss) per share applicable to common stockholders $ (0.48 ) $ (0.48 ) $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): Years ended December 31, 2015 (1) 2016 (1) Computer and other related equipment $ 21,551 $ 18,467 Purchased and internally developed software 7,893 6,811 Furniture and fixtures 1,778 1,493 Leasehold improvements 2,123 2,371 $ 33,345 $ 29,142 Less: accumulated depreciation and amortization (27,567 ) (25,585 ) Property and equipment, net $ 5,778 $ 3,557 (1) Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $21.8 million and $19.5 million at December 31, 2015 and 2016, respectively. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2017 $ 2,362 $ 4,044 $ 6,406 2018 577 1,632 2,209 2019 — 615 615 2020 — 1 1 2021 and after — — — Total minimum payments $ 2,939 $ 6,292 $ 9,231 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Loss from Continuing Operations Before Provision for Income Taxes | The components of loss from continuing operations before provision for income taxes consist of the following (in thousands): Years ended December 31, 2014 2015 2016 United States $ (285 ) $ (573 ) $ (83,920 ) Foreign 1 3 (92 ) Loss before provision for income taxes $ (284 ) $ (570 ) $ (84,012 ) |
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, 2014 2015 2016 Current provision Federal $ 2 $ — $ — State 34 27 54 Deferred provision (benefit) Federal 2,018 1,187 (9,830 ) State — — — Tax benefit of equity adjustment for stock option exercises and restricted stock vesting (1,231 ) — — Valuation allowance 21,686 (1,187 ) 9,830 Total income tax expense $ 22,509 $ 27 $ 54 |
Computation of Income Tax Expense from Continuing Operations Using Federal Income Tax Rate | Income tax expense from continuing operations differed from the amounts computed by applying the U.S. federal income tax rates of 34% to loss before provision for income taxes as a result of the following (in thousands): Years ended December 31, 2014 2015 2016 Income tax benefit at U.S. statutory rate $ (97 ) $ (194 ) $ (28,564 ) State taxes, net of valuation allowance 22 17 35 Non-deductible stock compensation 598 802 489 Non-deductible goodwill — — 16,917 Valuation allowance 21,686 (1,187 ) 9,830 Research tax credits (547 ) (510 ) (541 ) Other non-deductible expenses 847 1,099 1,888 Total income tax expense $ 22,509 $ 27 $ 54 |
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, 2015 2016 Deferred tax assets: Accrued liabilities not currently deductible $ 1,124 $ 1,323 Intangible assets-excess of financial statement over tax amortization 2,643 2,045 Goodwill recognized on financial statements in excess of tax amortization 6,689 8,683 Stock-based compensation 4,645 4,181 Federal net operating losses and AMT credit carryforwards 9,634 17,619 State and city net operating loss carryforwards 6,098 6,330 Research & experimental tax credit carryforwards 3,136 3,676 Other 492 665 Gross deferred tax assets 34,461 44,522 Valuation allowance (34,461 ) (44,522 ) Net deferred tax assets $ — $ — |
Summary of Activity Related to Tax Contingencies Recorded As an Offset to Deferred Tax Assets | The following table summarizes activity related to tax contingencies from January 1, 2014 to December 31, 2016 which are recorded as an offset to deferred tax assets (in thousands): Gross tax contingencies—January 1, 2014 $ 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 Gross increases to tax positions associated with prior periods $ — Gross increases to current period tax positions $ 171 Gross decreases to tax positions associated with prior periods $ — Settlements $ — Lapse of statute of limitations $ — Gross tax contingencies—December 31, 2015 $ 888 Gross increases to tax positions associated with prior periods $ — Gross increases to current period tax positions $ 182 Gross decreases to tax positions associated with prior periods $ — Settlements $ — Lapse of statute of limitations $ — Gross tax contingencies—December 31, 2016 $ 1,070 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
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, 2014 2015 2016 Service costs $ 1,373 $ 1,189 $ 693 Sales and marketing 888 1,307 1,738 Product development 2,595 2,410 1,569 General and administrative 7,032 5,118 6,183 Total stock-based compensation $ 11,888 $ 10,024 $ 10,183 |
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, 2014 2015 2016 Expected life (in years) 4.00 4.00 – 6.25 4.00 – 6.25 Risk-free interest rate 1.25 % 1.13% to 1.56% 0.86 % Expected volatility 55% to 62% 59% to 65% 56% to 58% Weighted average expected volatility 56% 62% 58% Expected dividend yield 0.76% to 2.03% 0% to 0.36% 0% |
Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity | Stock option, restricted stock award, and restricted stock unit activity during the period is as follows: Options and Restricted Stock available for grant (in thousands) Number of options outstanding (in thousands) Weighted average exercise price of options Weighted average remaining contractual term (in years) Aggregate intrinsic (in thousands) Balance at December 31, 2015 2,008 8,937 $ 6.97 6.33 $ 52 Increase to option pool January 1, 2016 2,097 — Options granted (1,813 ) 1,813 4.08 Restricted stock granted (2,895 ) — Restricted stock forfeited 1,237 — Options exercised — (60 ) 4.01 Options expired 1,779 (1,779 ) 9.60 Options forfeited 1,233 (1,233 ) 5.31 Balance at December 31, 2016 3,646 7,678 5.97 5.07 $ 0 Options exercisable at December 31, 2016 5,421 6.52 3.77 $ — |
Information Related to Stock Compensation Activity | Information related to stock compensation activity during the period indicated is as follows: Years ended December 31, 2014 2015 2016 Weighted average fair value of options granted $ 3.89 $ 2.13 $ 2.05 Intrinsic value of options exercised (in thousands) $ 4,016 $ 36 $ 23 Total grant date fair value of restricted stock vested (in thousands) $ 6,568 $ 7,657 $ 5,612 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the period is as follows: Shares/ Units (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2015 2,222 $ 4.86 Granted 2,895 3.87 Vested (1,123 ) 5.00 Forfeited (1,237 ) 4.56 Unvested at December 31, 2016 2,757 3.90 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill during the year ended December 31, 2016 are as follows (in thousands): Balance as of December 31, 2015 $ 63,305 Impairment of goodwill (63,305 ) Balance as of December 31, 2016 $ — |
Segment Reporting and Geograp25
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Selected segment information (in thousands): Year ended December 31, 2015 Call-driven Archeo Total Revenue $ 139,886 $ 3,127 $ 143,013 Operating expenses 132,077 2,696 134,773 Segment profit $ 7,809 $ 431 $ 8,240 Less reconciling items: Stock-based compensation 10,024 Acquisition and disposition related costs 219 Gain on sale of Archeo assets (1,496 ) Interest expense and other, net 63 Loss from continuing operations before provision for income taxes $ (570 ) Year ended December 31, 2014 Call-driven Archeo Total Revenue $ 168,051 $ 5,550 $ 173,601 Operating expenses 156,952 4,617 161,569 Segment profit $ 11,099 $ 933 $ 12,032 Less reconciling items: Stock-based compensation 11,888 Amortization of intangible assets from acquisitions 434 Acquisition and disposition related costs (68 ) Interest expense and other, net 62 Loss from continuing operations before provision for income taxes $ (284 ) |
Revenues by Geographic Region | Revenues by geographic region are as follows: Years ended December 31, 2014 2015 2016 United States 97 % 97 % 97 % Canada 3 % 3 % 3 % Other countries * * * 100 % 100 % 100 % * Less than 1% of revenue |
Discontinued Operations, Disp26
Discontinued Operations, Dispositions and Other (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Operating Results for Discontinued Operation | The operating results for the discontinued operation were as follows (in thousands): Years ended December 31, 2014 2015 Revenue $ 9,043 $ 7,081 Expenses: Service costs 3,322 1,624 Sales and marketing 518 334 General and administrative 5 — Income from discontinued operations before provision for income taxes 5,198 5,123 Income tax expense 1,773 — Income from discontinued operations, net of tax $ 3,425 $ 5,123 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts Activity (Detail) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 484 | $ 583 | $ 621 |
Charged to costs and expenses | 90 | 61 | 256 |
Write-offs, net of recoveries | 75 | 160 | 294 |
Balance at end of period | $ 499 | $ 484 | $ 583 |
Allowance for Advertiser Credit
Allowance for Advertiser Credits Activity (Detail) - Allowances for Advertiser Credits [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 525 | $ 1,018 | $ 709 |
Additions charged against revenue | 1,592 | 263 | 1,257 |
Credits processed | 1,179 | 756 | 948 |
Balance at end of period | $ 938 | $ 525 | $ 1,018 |
Description of Business and S29
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)EntityDistributorAgencyshares | Dec. 31, 2015USD ($)DistributorAgencyshares | Dec. 31, 2014USD ($)DistributorAgencyshares | |
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 3 years | ||
Goodwill | $ | $ 0 | $ 63,305,000 | |
Advertising costs | $ | $ 2,000,000 | $ 2,400,000 | $ 742,000 |
Number of financial institution | Entity | 1 | ||
Number of distribution partners that were paid consolidated revenue | Distributor | 0 | 0 | 1 |
Equity Option | Class B | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | 7,678 | 8,937 | 7,797 |
Restricted Stock | Class B | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | 875 | 785 | 1,007 |
Restricted Stock Units | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | 1,882 | 1,437 | 1,134 |
Consolidated Revenue | Customer Concentration Risk | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration risk, percentage | 20.00% | 18.00% | |
Number of advertising agencies | Agency | 1 | 1 | 0 |
Consolidated Accounts Receivable | Customer Concentration Risk | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration risk, percentage | 26.00% | 22.00% | 13.00% |
Number of advertising agencies | Agency | 1 | 1 | 1 |
Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Percentage of revenue as criteria for major distribution partners | 10.00% | 10.00% | |
Minimum | Sales Revenue, Services, Net | Primary Sources of Revenue | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration risk, percentage | 80.00% | 80.00% | 80.00% |
Maximum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Percentage of more than 10% revenue as criteria for major distribution partners | 17.00% | ||
Maximum | Sales Revenue, Services, Net | Secondary Sources of Revenue | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Concentration risk, percentage | 20.00% | 20.00% | 20.00% |
Maximum | Consolidated Revenue | Customer Concentration Risk | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Percentage of revenue as criteria for major advertising agency | 10.00% | ||
Leasehold Improvements | Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 2 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 |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Consolidated Revenue (Detail) - Customer Concentration Risk - Consolidated Revenue | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 20.00% | 18.00% | |
Advertiser A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 23.00% | 29.00% | 25.00% |
Advertiser B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 28.00% | ||
Advertiser C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 23.00% | 19.00% |
Schedules of Concentration of31
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Customer Concentration Risk - Consolidated Accounts Receivable | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 26.00% | 22.00% | 13.00% |
Advertiser A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 14.00% | |
Advertiser C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30.00% | 28.00% | |
Advertiser D | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 15.00% | 19.00% |
Computation of Net Income (Loss
Computation of Net Income (Loss) Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||
Net loss from continuing operations | $ (84,066) | $ (597) | $ (22,793) |
Dividends paid to participating securities | (37) | (127) | |
Net income (loss) applicable to common stockholders | (84,066) | 26,684 | (19,217) |
Numerator: | |||
Net loss from continuing operations | (84,066) | (597) | (22,793) |
Dividends paid to participating securities | (37) | (127) | |
Class A | |||
Numerator: | |||
Net loss from continuing operations | (10,452) | (81) | (3,352) |
Net loss from continuing operations applicable to common stockholders | (10,452) | (81) | (3,352) |
Discontinued operations, net of tax | 3,472 | 540 | |
Net income (loss) applicable to common stockholders | $ (10,452) | $ 3,391 | $ (2,812) |
Denominator: | |||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 5,190 | 5,233 | 5,853 |
Basic net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (2.01) | $ (0.01) | $ (0.57) |
Discontinued operations, net of tax | 0.66 | 0.09 | |
Basic net income (loss) per share applicable to common stockholders | $ (2.01) | $ 0.65 | $ (0.48) |
Numerator: | |||
Net loss from continuing operations | $ (10,452) | $ (81) | $ (3,352) |
Net loss from continuing operations applicable to common stockholders | (10,452) | (81) | (3,352) |
Discontinued operations, net of tax | 3,472 | 540 | |
Diluted discontinued operations, net of tax | 3,472 | 540 | |
Net income (loss) applicable to common stockholders | $ (10,452) | $ 3,391 | $ (2,812) |
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 5,190 | 5,233 | 5,853 |
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 5,190 | 5,233 | 5,853 |
Diluted net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (2.01) | $ (0.01) | $ (0.57) |
Discontinued operations, net of tax | 0.66 | 0.09 | |
Diluted net income (loss) per share applicable to common stockholders | $ (2.01) | $ 0.65 | $ (0.48) |
Class B | |||
Numerator: | |||
Net loss from continuing operations | $ (73,614) | $ (516) | $ (19,441) |
Dividends paid to participating securities | (37) | (127) | |
Net loss from continuing operations applicable to common stockholders | (73,614) | (553) | (19,568) |
Discontinued operations, net of tax | 23,846 | 3,163 | |
Net income (loss) applicable to common stockholders | $ (73,614) | $ 23,293 | $ (16,405) |
Denominator: | |||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 36,550 | 35,935 | 34,157 |
Basic net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (2.01) | $ (0.01) | $ (0.57) |
Discontinued operations, net of tax | 0.66 | 0.09 | |
Basic net income (loss) per share applicable to common stockholders | $ (2.01) | $ 0.65 | $ (0.48) |
Numerator: | |||
Net loss from continuing operations | $ (73,614) | $ (516) | $ (19,441) |
Dividends paid to participating securities | (37) | (127) | |
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | (10,452) | (81) | (3,352) |
Net loss from continuing operations applicable to common stockholders | (84,066) | (634) | (22,920) |
Discontinued operations, net of tax | 23,846 | 3,163 | |
Diluted discontinued operations, net of tax | 27,318 | 3,703 | |
Net income (loss) applicable to common stockholders | $ (84,066) | $ 26,684 | $ (19,217) |
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 36,550 | 35,935 | 34,157 |
Conversion of Class A to Class B common shares outstanding | 5,190 | 5,233 | 5,853 |
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 41,740 | 41,168 | 40,010 |
Diluted net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (2.01) | $ (0.01) | $ (0.57) |
Discontinued operations, net of tax | 0.66 | 0.09 | |
Diluted net income (loss) per share applicable to common stockholders | $ (2.01) | $ 0.65 | $ (0.48) |
Class B | Discontinued Operations | |||
Numerator: | |||
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | $ 3,472 | $ 540 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 29,142 | $ 33,345 |
Less: accumulated depreciation and amortization | [1] | (25,585) | (27,567) |
Property and equipment, net | [1] | 3,557 | 5,778 |
Computer and Other Related Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 18,467 | 21,551 |
Purchased and Internally Developed Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 6,811 | 7,893 |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 1,493 | 1,778 |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 2,371 | $ 2,123 |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $21.8 million and $19.5 million at December 31, 2015 and 2016, respectively. |
Property and Equipment (Parenth
Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 29,142 | $ 33,345 |
Accumulated depreciation and amortization | [1] | 25,585 | 27,567 |
Fully Depreciated Fixed Assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 19,500 | 21,800 | |
Accumulated depreciation and amortization | $ 19,500 | $ 21,800 | |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $21.8 million and $19.5 million at December 31, 2015 and 2016, respectively. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 3.2 | $ 3.6 | $ 3.4 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Dec. 31, 2016 | Apr. 30, 2008 | |
Debt Disclosure [Abstract] | ||
Secured revolving credit facility | $ 30,000,000 | |
Early termination penalties of credit agreement | $ 0 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2017 | $ 2,362 |
Facilities operating leases 2018 | 577 |
Facilities operating leases Total minimum payments | 2,939 |
Other contractual obligations 2017 | 4,044 |
Other contractual obligations 2018 | 1,632 |
Other contractual obligations 2019 | 615 |
Other contractual obligations 2020 | 1 |
Other contractual obligations, Total minimum payments | 6,292 |
Total 2,017 | 6,406 |
Total 2,018 | 2,209 |
Total 2,019 | 615 |
Total 2,020 | 1 |
Total minimum payments | $ 9,231 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expense | $ 2 | $ 1.9 | $ 1.9 |
Loss from Continuing Operations
Loss from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (83,920) | $ (573) | $ (285) |
Foreign | (92) | 3 | 1 |
Loss before provision for income taxes | $ (84,012) | $ (570) | $ (284) |
Provision for Income Taxes from
Provision for Income Taxes from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current provision | |||
Federal | $ 2 | ||
State | $ 54 | $ 27 | 34 |
Deferred provision (benefit) | |||
Federal | (9,830) | 1,187 | 2,018 |
Tax benefit of equity adjustment for stock option exercises and restricted stock vesting | (1,231) | ||
Valuation allowance | 9,830 | (1,187) | 21,686 |
Total income tax expense | $ 54 | $ 27 | $ 22,509 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | |||
U.S. federal income tax rates | 34.00% | ||
Valuation allowance | $ 44,522 | $ 34,461 | $ 44,800 |
Change in the valuation allowance | 10,000 | (10,300) | |
Research And Development Tax Credit | |||
Income Tax [Line Items] | |||
Research and development credits available for income taxes | $ 4,700 | ||
Deferred tax assets tax credit carryforwards expiration year | 2,029 | ||
Federal | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards recorded | $ 63,500 | ||
Net operating loss carryforwards expiration year | 2,026 | ||
Federal | Earliest Tax Year | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards expiration year | 2,019 | ||
Net operating loss carryforwards | $ 1,700 | $ 1,700 | |
State and City | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards recorded | $ 6,400 | ||
Net operating loss carryforwards expiration year | 2,025 |
Computation of Income Tax Expen
Computation of Income Tax Expense from Continuing Operations Using Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at U.S. statutory rate | $ (28,564) | $ (194) | $ (97) |
State taxes, net of valuation allowance | 35 | 17 | 22 |
Non-deductible stock compensation | 489 | 802 | 598 |
Non-deductible goodwill | 16,917 | ||
Valuation allowance | 9,830 | (1,187) | 21,686 |
Research tax credits | (541) | (510) | (547) |
Other non-deductible expenses | 1,888 | 1,099 | 847 |
Total income tax expense | $ 54 | $ 27 | $ 22,509 |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | |||
Accrued liabilities not currently deductible | $ 1,323 | $ 1,124 | |
Intangible assets-excess of financial statement over tax amortization | 2,045 | 2,643 | |
Goodwill recognized on financial statements in excess of tax amortization | 8,683 | 6,689 | |
Stock-based compensation | 4,181 | 4,645 | |
Federal net operating losses and AMT credit carryforwards | 17,619 | 9,634 | |
State and city net operating loss carryforwards | 6,330 | 6,098 | |
Research & experimental tax credit carryforwards | 3,676 | 3,136 | |
Other | 665 | 492 | |
Gross deferred tax assets | 44,522 | 34,461 | |
Valuation allowance | (44,522) | (34,461) | $ (44,800) |
Net deferred tax assets | $ 0 | $ 0 |
Summary of Activity Related to
Summary of Activity Related to Tax Contingencies Recorded As an Offset to Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Gross tax contingencies, beginning balance | $ 888 | $ 717 | $ 534 |
Gross increases to tax positions associated with prior periods | 0 | 0 | 0 |
Gross increases to current period tax positions | 182 | 171 | 183 |
Gross decreases to tax positions associated with prior periods | 0 | 0 | 0 |
Settlements | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | 0 |
Gross tax contingencies, ending balance | $ 1,070 | $ 888 | $ 717 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) | Feb. 28, 2015shares | Apr. 30, 2014USD ($)$ / sharesshares | Oct. 31, 2016shares | May 31, 2016shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Sep. 30, 2014$ / shares | Jun. 30, 2014$ / shares | Mar. 31, 2014$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($)Vote$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jan. 01, 2017shares | Jan. 01, 2016shares | Nov. 30, 2014shares |
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 | $ / shares | $ 0.01 | ||||||||||||||||
Proceeds from offering, net of costs | $ | $ 32,500,000 | $ 32,527,000 | |||||||||||||||
Treasury stock acquired, value | $ | $ 365,000 | $ 3,803,000 | $ 2,506,000 | ||||||||||||||
Options granted with exercise prices less than current market value, Shares | 0 | 0 | 0 | ||||||||||||||
Income tax benefit related to stock-based compensation included in net loss | $ | $ 0 | $ 0 | $ 0 | ||||||||||||||
Excess tax benefit | $ | 6,600,000 | 331,000 | 72,000 | ||||||||||||||
Unrecognized stock option compensation not yet recognized | $ | 4,100,000 | ||||||||||||||||
Proceed from exercise of stock option | $ | $ 242,000 | $ 220,000 | $ 4,200,000 | ||||||||||||||
Repurchase of stock for tax withholding | 97,000 | 70,000 | 175,000 | ||||||||||||||
Vested, Shares | 284,000 | 257,000 | 527,000 | ||||||||||||||
Minimum withholding tax, remitted in cash | $ | $ 297,000 | $ 284,000 | $ 1,080,000 | ||||||||||||||
Options vested | 139,000 | ||||||||||||||||
Granted, Shares | 108,000 | ||||||||||||||||
Options contractual term | 10 years | ||||||||||||||||
Stock-based compensation expense | $ | 10,183,000 | 10,025,000 | 11,903,000 | ||||||||||||||
Executive Officer | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ | $ 2,400,000 | 661,000 | |||||||||||||||
Equity Option | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 1 month 6 days | ||||||||||||||||
Accelerated vesting, shares | 288,877 | 27,000 | |||||||||||||||
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 | $ | $ 0 | $ 0 | $ (1,200,000) | ||||||||||||||
Restricted Stock | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 4 months 24 days | ||||||||||||||||
Unrecognized compensation expense | $ | $ 8,300,000 | ||||||||||||||||
Vested, Shares | 1,123,000 | ||||||||||||||||
Accelerated vesting, shares | 190,187 | 33,000 | |||||||||||||||
Granted, Shares | 2,895,000 | ||||||||||||||||
Stock Incentive Plan 2012 | |||||||||||||||||
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% | ||||||||||||||||
Stock incentive plan, vesting period | 4 years | ||||||||||||||||
Stock Incentive Plan 2012 | Maximum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, shares authorized | 13,654,534 | ||||||||||||||||
Stock Incentive Plan 2012 | Minimum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, shares authorized | 2,097,153 | ||||||||||||||||
Stock Incentive Plan 2012 | Equity Option | Maximum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, shares authorized | 3,500,000 | ||||||||||||||||
Stock Incentive Plan 2012 | Restricted Stock Units | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, options annual vesting percentage | 25.00% | ||||||||||||||||
Stock incentive plan, vesting period | 4 years | ||||||||||||||||
Employee Stock Purchase Plan Twenty Fourteen | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, shares authorized | 225,000 | ||||||||||||||||
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 | ||||||||||||||||
Stock purchased by eligible employee | 29,365 | 27,692 | 11,944 | ||||||||||||||
Employee Stock Purchase Plan Twenty Fourteen | Maximum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 4.23 | $ 4.70 | $ 11.42 | ||||||||||||||
Employee Stock Purchase Plan Twenty Fourteen | Minimum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.52 | $ 3.70 | $ 3.94 | ||||||||||||||
Subsequent Event | Stock Incentive Plan 2012 | Minimum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, shares authorized | 2,152,989 | ||||||||||||||||
Underwriters Option To Purchase Units | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Shares sold | 343,000 | ||||||||||||||||
Public Offering Two | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Shares sold | 3,200,000 | ||||||||||||||||
Class B | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||||||||||||||
Votes per share | Vote | 1 | ||||||||||||||||
Number of shares authorized to be repurchased | 3,000,000 | ||||||||||||||||
Treasury stock acquired, shares | 89,000 | 924,000 | 669,000 | ||||||||||||||
Treasury stock acquired, value | $ | $ 365,000 | $ 3,800,000 | $ 2,500,000 | ||||||||||||||
Treasury stock, shares retired | 720,000 | 1,375,000 | 598,000 | ||||||||||||||
Quarterly dividends declared per share | $ / shares | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||
Class B | Stock Incentive Plan 2012 | Maximum | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Stock incentive plan, shares authorized | 2,000,000 | ||||||||||||||||
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 B | Public Offering One | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Shares sold | 3,400,000 | ||||||||||||||||
Class B | Underwriters Option To Purchase Units | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Shares sold | 514,100 | ||||||||||||||||
Shares sold, price per share | $ / shares | $ 10.50 | ||||||||||||||||
Class A | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Common stock, shares authorized | 12,500,000 | 12,500,000 | |||||||||||||||
Votes per share | Vote | 25 | ||||||||||||||||
Quarterly dividends declared per share | $ / shares | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||
Class A and Class B | |||||||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||||||||||
Total amount of quarterly dividends declared | $ | $ 1,700,000 | $ 3,300,000 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 10,183 | $ 10,024 | $ 11,888 |
Service Costs | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 693 | 1,189 | 1,373 |
Sales and Marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 1,738 | 1,307 | 888 |
Product Development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 1,569 | 2,410 | 2,595 |
General and Administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 6,183 | $ 5,118 | $ 7,032 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 4 years | ||
Risk-free interest rate, minimum | 0.86% | 1.13% | 1.25% |
Risk-free interest rate, maximum | 1.70% | 1.56% | 1.45% |
Expected volatility, minimum | 56.00% | 59.00% | 55.00% |
Expected volatility, maximum | 58.00% | 65.00% | 62.00% |
Weighted average expected volatility | 58.00% | 62.00% | 56.00% |
Expected dividend yield | 0.00% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 4 years | 4 years | |
Expected dividend yield | 0.00% | 0.76% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 3 months | 6 years 3 months | |
Expected dividend yield | 0.36% | 2.03% |
Summary of Stock Option, Restri
Summary of Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options and restricted stock available for grant, Beginning Balance | 2,008,000 | ||
Options and restricted stock available for grant, increase to option pool | 2,097,000 | ||
Options granted | (1,813,000) | ||
Restricted stock granted | (108,000) | ||
Options exercised | 60,000 | ||
Options expired | 1,779,000 | ||
Options forfeited | 1,233,000 | ||
Options and restricted stock available for grant, Ending Balance | 3,646,000 | 2,008,000 | |
Options exercisable at December 31, 2016 | 5,421,000 | ||
Number of shares, Beginning Balance | 8,937,000 | ||
Options granted, Shares | 1,813,000 | ||
Options exercised, Shares | (60,000) | ||
Options expired, Shares | (1,779,000) | ||
Options forfeited, Shares | (1,233,000) | ||
Number of shares, Ending Balance | 7,678,000 | 8,937,000 | |
Weighted average exercise price, Beginning Balance | $ 6.97 | ||
Options granted, Weighted average exercise price | 4.08 | ||
Options exercised, Weighted average exercise price | 4.01 | ||
Options expired, Weighted average exercise price | 9.60 | ||
Options forfeited, Weighted average exercise price | 5.31 | ||
Weighted average exercise price, Ending Balance | 5.97 | $ 6.97 | |
Options exercisable at December 31, 2016 | $ 6.52 | ||
Weighted average remaining contractual term, End of the period | 5 years 26 days | 6 years 3 months 29 days | |
Weighted Average Remaining Contractual Term, Options exercisable at December 31, 2016 | 3 years 9 months 7 days | ||
Aggregate intrinsic value, Outstanding Ending Balance | $ 0 | $ 52 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted | (2,895,000) | ||
Restricted stock forfeited | 1,237,000 |
Stock Compensation Activity (De
Stock Compensation Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $ 2.05 | $ 2.13 | $ 3.89 |
Intrinsic value of options exercised (in thousands) | $ 23 | $ 36 | $ 4,016 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant date fair value of restricted stock vested (in thousands) | $ 5,612 | $ 7,657 | $ 6,568 |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - $ / shares | Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, Shares | 108,000 | |||
Vested, Shares | (284,000) | (257,000) | (527,000) | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested Shares, Beginning Balance | 2,222,000 | |||
Granted, Shares | 2,895,000 | |||
Vested, Shares | (1,123,000) | |||
Forfeited, Shares | (1,237,000) | |||
Unvested Shares, Ending Balance | 2,757,000 | 2,222,000 | ||
Weighted average grant date fair value, Beginning Balance | $ 4.86 | |||
Granted, Weighted average grant date fair value | 3.87 | |||
Vested, Weighted average grant date fair value | 5 | |||
Forfeited, Weighted average grant date fair value | 4.56 | |||
Weighted average grant date fair value, Ending Balance | $ 3.90 | $ 4.86 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Postemployment Benefits [Abstract] | |||
Cash Contributions | $ 288,000 | $ 276,000 | $ 276,000 |
Changes in the Carrying Amount
Changes in the Carrying Amount of Goodwill (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2015 | $ 63,305,000 |
Impairment of goodwill | (63,305,000) |
Balance as of December 31, 2016 | $ 0 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill impairment loss | $ 63,305 |
Segment Reporting and Geograp54
Segment Reporting and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Segment Reporting Information | ||||
Revenue | $ 129,547 | $ 143,013 | $ 173,601 | |
Operating expenses | 150,139 | 145,016 | 173,823 | |
Loss from operations | (83,897) | (507) | (222) | |
Less reconciling items: | ||||
Stock-based compensation | 10,183 | 10,024 | 11,888 | |
Amortization of intangible assets from acquisitions | [1] | 434 | ||
Acquisition and disposition related costs | 662 | 219 | (68) | |
Gain on sale of Archeo assets | 1,496 | |||
Interest expense and other, net | 115 | 63 | 62 | |
Loss from continuing operations before provision for income taxes | $ (84,012) | (570) | (284) | |
Operating Segments | ||||
Segment Reporting Information | ||||
Revenue | 143,013 | 173,601 | ||
Operating expenses | 134,773 | 161,569 | ||
Loss from operations | 8,240 | 12,032 | ||
Less reconciling items: | ||||
Stock-based compensation | 10,024 | 11,888 | ||
Amortization of intangible assets from acquisitions | 434 | |||
Acquisition and disposition related costs | 219 | (68) | ||
Gain on sale of Archeo assets | (1,496) | |||
Interest expense and other, net | 63 | 62 | ||
Loss from continuing operations before provision for income taxes | (570) | (284) | ||
Operating Segments | Call driven | ||||
Segment Reporting Information | ||||
Revenue | 139,886 | 168,051 | ||
Operating expenses | 132,077 | 156,952 | ||
Loss from operations | 7,809 | 11,099 | ||
Operating Segments | Archeo | ||||
Segment Reporting Information | ||||
Revenue | 3,127 | 5,550 | ||
Operating expenses | 2,696 | 4,617 | ||
Loss from operations | $ 431 | $ 933 | ||
[1] | Components of amortization of intangible assets from acquisitions: |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Consolidated Revenue | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Segment Reporting Information | ||||
Revenue by geographic region | 100.00% | 100.00% | 100.00% | |
United States | ||||
Segment Reporting Information | ||||
Revenue by geographic region | 97.00% | 97.00% | 97.00% | |
Canada | ||||
Segment Reporting Information | ||||
Revenue by geographic region | 3.00% | 3.00% | 3.00% | |
Other Countries | ||||
Segment Reporting Information | ||||
Revenue by geographic region | [1] | 0.00% | 0.00% | 0.00% |
[1] | Less than 1% of revenue |
Operating Results for Discontin
Operating Results for Discontinued Operation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Expenses: | ||
Income from discontinued operations, net of tax | $ 5,123 | $ 3,425 |
Archeo Domain Operations | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenue | 7,081 | 9,043 |
Expenses: | ||
Service costs | 1,624 | 3,322 |
Sales and marketing | 334 | 518 |
General and administrative | 5 | |
Income from discontinued operations before provision for income taxes | 5,123 | 5,198 |
Income tax expense | 1,773 | |
Income from discontinued operations, net of tax | $ 5,123 | $ 3,425 |
Discontinued Operations, Disp58
Discontinued Operations, Dispositions and Other - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Jul. 31, 2013 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Discontinued operation, amortization expenses | $ 16,000 | $ 115,000 | ||||
Cash proceeds from sale of discontinued operations | $ 1,400,000 | 28,100,000 | ||||
Gain on sale of Archeo assets | 1,496,000 | |||||
Income from continuing operations before provision for income taxes | $ (84,012,000) | (570,000) | (284,000) | |||
Employee separation and facility termination related costs incurred | $ 1,600,000 | |||||
Employee separation and facility termination related costs accrued and unpaid | $ 354,000 | |||||
Subsequent Event | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Employee separation and facility termination related costs incurred | $ 800,000 | |||||
Archeo | Disposal Group, Not Discontinued Operations | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of Archeo assets, net | 750,000 | |||||
Archeo business, estimated transaction cost | 244,000 | |||||
Archeo business, relief of liabilities | 990,000 | |||||
Gain on sale of Archeo assets | 1,496,000 | |||||
Income from continuing operations before provision for income taxes | $ 431,000 | $ 950,000 |