Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MCHX | |
Entity Registrant Name | MARCHEX INC | |
Entity Central Index Key | 1,224,133 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
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 | 38,613,134 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 104,377 | $ 103,950 |
Accounts receivable, net | 14,893 | 18,922 |
Prepaid expenses and other current assets | 1,905 | 1,531 |
Refundable taxes | 86 | 98 |
Total current assets | 121,261 | 124,501 |
Property and equipment, net | 2,538 | 3,557 |
Other assets, net | 328 | 214 |
Total assets | 124,127 | 128,272 |
Current liabilities: | ||
Accounts payable | 5,265 | 6,811 |
Accrued expenses and other current liabilities | 6,345 | 7,707 |
Deferred revenue | 335 | 349 |
Total current liabilities | 11,945 | 14,867 |
Other non-current liabilities | 988 | 134 |
Total liabilities | 12,933 | 15,001 |
Stockholders’ equity: | ||
Additional paid-in capital | 363,977 | 360,422 |
Accumulated deficit | (253,222) | (247,584) |
Total stockholders’ equity | 111,194 | 113,271 |
Total liabilities and stockholders’ equity | 124,127 | 128,272 |
Class A | ||
Stockholders’ equity: | ||
Common stock | 53 | 53 |
Class B | ||
Stockholders’ equity: | ||
Common stock | $ 386 | $ 380 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 22,053 | $ 30,749 | $ 68,444 | $ 101,146 |
Expenses: | ||||
Service costs | 11,917 | 18,505 | 37,690 | 60,964 |
Sales and marketing | 3,612 | 5,562 | 12,075 | 16,733 |
Product development | 4,256 | 6,832 | 13,809 | 21,859 |
General and administrative | 3,144 | 5,320 | 10,568 | 15,815 |
Acquisition and disposition related costs | 354 | 662 | ||
Total operating expenses | 22,929 | 36,573 | 74,142 | 116,033 |
Impairment of goodwill | (63,305) | |||
Loss from operations | (876) | (5,824) | (5,698) | (78,192) |
Other income (expense), net | 77 | (15) | 134 | (90) |
Loss before provision for income taxes | (799) | (5,839) | (5,564) | (78,282) |
Income tax expense | 12 | 15 | 37 | 40 |
Net loss applicable to common stockholders | $ (811) | $ (5,854) | $ (5,601) | $ (78,322) |
Basic and diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.02) | $ (0.14) | $ (0.13) | $ (1.88) |
Class A | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (96) | $ (732) | $ (665) | $ (9,850) |
Shares used to calculate basic net loss per share applicable to common stockholders: | ||||
Shares used to calculate basic net loss per share applicable to common stockholders | 5,056 | 5,233 | 5,056 | 5,233 |
Shares used to calculate diluted net loss per share applicable to common stockholders: | ||||
Shares used to calculate diluted net loss per share applicable to common stockholders | 5,056 | 5,233 | 5,056 | 5,233 |
Class B | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (715) | $ (5,122) | $ (4,936) | $ (68,472) |
Shares used to calculate basic net loss per share applicable to common stockholders: | ||||
Shares used to calculate basic net loss per share applicable to common stockholders | 37,820 | 36,639 | 37,565 | 36,372 |
Shares used to calculate diluted net loss per share applicable to common stockholders: | ||||
Shares used to calculate diluted net loss per share applicable to common stockholders | 42,876 | 41,872 | 42,621 | 41,605 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating Activities: | ||
Net loss | $ (5,601,000) | $ (78,322,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 2,266,000 | 2,457,000 |
Impairment of goodwill | 63,305,000 | |
Allowance for doubtful accounts and advertiser credits | 673,000 | 1,429,000 |
Loss on disposal of fixed assets | 3,000 | |
Stock-based compensation | 3,500,000 | 7,246,000 |
Change in certain assets and liabilities: | ||
Accounts receivable, net | 3,356,000 | 1,612,000 |
Refundable taxes | 12,000 | 10,000 |
Prepaid expenses, other current assets and other assets | 51,000 | (223,000) |
Accounts payable | (1,525,000) | (1,477,000) |
Accrued expenses and other current liabilities | (1,003,000) | 1,812,000 |
Deferred revenue | (14,000) | (329,000) |
Other non-current liabilities | (23,000) | (396,000) |
Net cash provided by (used in) operating activities | 1,692,000 | (2,873,000) |
Investing Activities: | ||
Cash paid for sale of Archeo assets | (224,000) | |
Purchases of property and equipment | (1,274,000) | (594,000) |
Purchases of intangible assets | (15,000) | (11,000) |
Net cash used in investing activities | (1,289,000) | (829,000) |
Financing Activities: | ||
Tax withholding related to restricted stock awards | (154,000) | |
Repurchase of Class B common stock | (365,000) | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 24,000 | 341,000 |
Net cash provided by (used in) financing activities | 24,000 | (178,000) |
Net increase (decrease) in cash and cash equivalents | 427,000 | (3,880,000) |
Cash and cash equivalents at beginning of period | 103,950,000 | 109,155,000 |
Cash and cash equivalents at end of period | $ 104,377,000 | $ 105,275,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | (1) 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 call analytics company that helps businesses connect, drive, measure, and convert callers into customers. The Company provides products and services for businesses of all sizes that depend on 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 accompanying unaudited condensed consolidated financial statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other period. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2016, as amended, and filed with the SEC. The condensed 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (2) Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions. Recent Accounting Pronouncement(s) 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 February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) (ASU 2016-02) 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), In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets other than Inventory (ASU 2016-16) In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a Consensus of the FASB Emerging Issues Task Force) (ASU 2016-18) In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business (ASU 2017-01), In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation - Stock Compensation (Topic 718) |
Stock-based Compensation Plans
Stock-based Compensation Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Plans | (3) Stock-based Compensation Plans The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. On January 1, 2017, the Company adopted Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 Service costs $ 565 $ 385 $ 160 $ 130 Sales and marketing 1,321 768 353 299 Product development 1,367 497 206 199 General and administrative 3,993 1,850 1,060 534 Total stock-based compensation $ 7,246 $ 3,500 $ 1,779 $ 1,162 The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the quarters ended September 30, 2016 and 2017, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 Expected life (in years) 4.0-6.25 4.0-6.25 4.0 4.0-6.25 Risk-free interest rate 0.86%-1.15% 1.68%-1.96% 1.01% 1.71%-1.96% Expected volatility 57%-58% 55%-56% 57% 55% Expected dividend yield 0% 0% 0% 0% Stock option activity during the nine months ended September 30, 2017 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2016 7,678 $ 5.97 5.07 Options granted 1,226 2.73 Options forfeited (794 ) 4.17 Options expired (1,833 ) 6.00 Balance at September 30, 2017 6,277 $ 5.55 5.98 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 units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions. Restricted stock awards and restricted stock unit activity during the nine months ended September 30, 2017 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2016 2,757 $ 3.90 Granted 622 2.82 Vested (687 ) 4.60 Forfeited (563 ) 4.16 Unvested balance at September 30, 2017 2,129 $ 3.29 In the nine months ended September 30, 2016, the Company repurchased approximately 45,000 shares from certain executives for minimum withholding taxes on approximately 146,000 restricted stock award vests. 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 executive’s minimum withholding taxes of $154,000, which was remitted in 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | (4) Net Income (Loss) Per Share The Company computes net income (loss) per share of Class A and Class B common stock using the two class method. Under the provisions of the two class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares. In accordance with the two class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on our common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2016 2017 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (9,850 ) $ (68,472 ) $ (665 ) $ (4,936 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,372 5,056 37,565 Basic net loss per share applicable to common stockholders $ (1.88 ) $ (1.88 ) $ (0.13 ) $ (0.13 ) Three months ended September 30, 2016 2017 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (732 ) $ (5,122 ) $ (96 ) $ (715 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,639 5,056 37,820 Basic net loss per share applicable to common stockholders $ (0.14 ) $ (0.14 ) $ (0.02 ) $ (0.02 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2016 2017 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss applicable to common stockholders $ (9,850 ) $ (68,472 ) $ (665 ) $ (4,936 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (9,850 ) — (665 ) Diluted net loss applicable to common stockholders $ (9,850 ) $ (78,322 ) $ (665 ) $ (5,601 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,372 5,056 37,565 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,233 41,605 5,056 42,621 Diluted net loss per share applicable to common stockholders $ (1.88 ) $ (1.88 ) $ (0.13 ) $ (0.13 ) Three months ended September 30, 2016 2017 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss applicable to common stockholders $ (732 ) $ (5,122 ) $ (96 ) $ (715 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (732 ) — (96 ) Diluted net loss applicable to common stockholders $ (732 ) $ (5,854 ) $ (96 ) $ (811 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,639 5,056 37,820 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,233 41,872 5,056 42,876 Diluted net loss per share applicable to common stockholders $ (0.14 ) $ (0.14 ) $ (0.02 ) $ (0.02 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the three and nine months ended September 30, 2016 and 2017, outstanding options to acquire 9,191 and 6,277 shares, respectively of Class B common stock. • For the three and nine months ended September 30, 2016 and 2017, 1,221 and 748 shares of unvested Class B restricted common shares, respectively. • For the three and nine months ended September 30, 2016 and 2017, 1,734 and 1,381 restricted stock units, respectively. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2017 | |
Risks And Uncertainties [Abstract] | |
Concentrations | (5) Concentrations The Company maintains substantially all of its cash and cash equivalents with two financial institutions and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. At various points during the nine months ended September 30, 2016 and 2017, the Company held cash equivalents in deposit sweep and money market accounts with these same financial institutions. These Level 2 assets were fully liquidated prior to September 30, 2016 and 2017. A significant amount of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or, if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors. There were no distribution partners paid more than 10% of revenue for the three and nine months ended September 30, 2016 and 2017. The advertisers representing more than 10% of revenue are as follows (in percentages): Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 Advertiser A 23 % 22 % 22 % 21 % Advertiser B 24 % 16 % 22 % 15 % Advertiser A is also a distribution partner. The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages): At December 2016 At September 30, 2017 Advertiser A 11 % 20 % Advertiser B 30 % 22 % Advertiser C 15 % 16 % 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. One advertising agency represented 19% and 21% of revenue for the three and nine months ended September 30, 2016, respectively, and less than 10% of revenue for the three and nine months ended September 30, 2017, respectively. This same advertising agency represented 26% and 11% of accounts receivable as of December 31, 2016 and September 30, 2017, respectively. One other advertising agency represented less than 10% of accounts receivable as of December 31, 2016, and 11% of accounts receivable as of September 30, 2017. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (6) Segment Reporting and Geographic Information Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. For the periods presented, we primarily operated as a single segment. In 2016, we had other operating activities related to the transition activities of the Archeo operations which were not significant. 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 (in percentages): Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 United States 97 % 96 % 97 % 96 % Canada 3 % 4 % 3 % 4 % Other countries * * * * 100 % 100 % 100 % 100 % * Less than 1% of revenue. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (7) Property and Equipment Property and equipment consisted of the following (in thousands): At December 31, 2016 At September 30, 2017 Computer and other related equipment $ 18,467 $ 18,930 Purchased and internally developed software 6,811 6,687 Furniture and fixtures 1,493 1,071 Leasehold improvements 2,371 1,133 $ 29,142 $ 27,821 Less: Accumulated depreciation and amortization (25,585 ) (25,283 ) Property and equipment, net $ 3,557 $ 2,538 Depreciation and amortization expense related to property and equipment was approximately $762,000 and $786,000 for the three months ended September 30, 2016 and 2017, respectively, and was approximately $2.4 million and $2.3 million for the for the nine months ended September 30, 2016 and 2017, respectively. |
Commitments, Contingencies, Tax
Commitments, Contingencies, Taxes and Other | 9 Months Ended |
Sep. 30, 2017 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Commitments, Contingencies, Taxes and Other | (8) Commitments, Contingencies, Taxes and Other (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 distribution partners and other outside service providers. Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2017 $ 288 $ 1,052 $ 1,340 2018 1,370 2,433 3,803 2019 1,476 809 2,285 2020 1,520 1 1,521 2021 and after 7,414 — 7,414 Total minimum payments $ 12,068 $ 4,295 $ 16,363 In June 2017, the Company entered into an amendment to the lease agreement originally dated in June 2009 and as amended to date, with respect to office space in Seattle, Washington. The amendment extends the lease term for a period of 84 months expiring on March 31, 2025 and reduces the leased office space starting on September 1, 2017. The Company has the option to terminate the lease in March 2023, subject to satisfaction of certain conditions, including a payment of a termination fee of approximately $671,000. In addition, the lessor will pay towards the cost of certain leasehold improvements (“landlord contribution”) of which the Company may use up to approximately $180,000 of any unused landlord contribution as a credit against any payment obligation under the lease. In March 2018, the lessor will refund the previously provided security deposit and the Company will provide a letter of credit to the lessor in the amount of $575,000, which will be reduced by $100,000 each March starting in 2019. Rent expense incurred by the Company was approximately $559,000 and $651,000 for the three months ended September 30, 2016 and 2017, respectively, and was approximately $1.5 million and $1.6 for the nine months ended September 30, 2016 and 2017, respectively. (b) Contingencies 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, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to our contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material. 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. (c) Taxes The Company determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100% valuation allowance against these deferred tax assets as of December 31, 2016 and September 30, 2017. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considered the future reversal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized. The Company adopted ASU 2015-17 on January 1, 2017, which requires all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The adoption of this standard did not have any impact on the Company’s financial statements due to the full valuation allowance recorded on our deferred taxes. From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact our effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The 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. (d) Other In the third quarter of 2016, the Company incurred approximately $1.6 million in employee separation and facility termination related costs. At December 31, 2016, $354,000 was accrued, of which substantially all was paid in the first half of 2017. In the first quarter of 2017, the Company incurred approximately $700,000 of employee separation related costs as part of savings measures implemented in 2017, all of which were paid in the first half of 2017. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock | (9) Common Stock In November 2014, the Company’s board of directors authorized a share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. During the nine months ended September 30, 2016, the Company repurchased 89,000 shares of Class B common stock for $365,000. The Company did not repurchase any Class B common stock for the nine months ended September 30, 2017. During the nine months ended September 30, 2016, and 2017, the Company’s board of directors approved and the Company retired approximately 250,000 and 239,000 shares of treasury stock, respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (10) Goodwill 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 which reduced goodwill to $0 on the Company’s balance sheet. 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 reflected 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. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Accompanying Unaudited Condensed Consolidated Financial Statements | The accompanying unaudited condensed consolidated financial statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other period. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2016, as amended, and filed with the SEC. The condensed 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. |
Recent Accounting Pronouncement(s) Not Yet Effective | Recent Accounting Pronouncement(s) 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 February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) (ASU 2016-02) 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), In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15) In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets other than Inventory (ASU 2016-16) In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a Consensus of the FASB Emerging Issues Task Force) (ASU 2016-18) In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business (ASU 2017-01), In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation - Stock Compensation (Topic 718) |
Stock-Based Compensation | The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. On January 1, 2017, the Company adopted Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the quarters ended September 30, 2016 and 2017, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 as follows (in thousands): Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 Service costs $ 565 $ 385 $ 160 $ 130 Sales and marketing 1,321 768 353 299 Product development 1,367 497 206 199 General and administrative 3,993 1,850 1,060 534 Total stock-based compensation $ 7,246 $ 3,500 $ 1,779 $ 1,162 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 Expected life (in years) 4.0-6.25 4.0-6.25 4.0 4.0-6.25 Risk-free interest rate 0.86%-1.15% 1.68%-1.96% 1.01% 1.71%-1.96% Expected volatility 57%-58% 55%-56% 57% 55% Expected dividend yield 0% 0% 0% 0% |
Summary of Stock Option Activity | Stock option activity during the nine months ended September 30, 2017 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2016 7,678 $ 5.97 5.07 Options granted 1,226 2.73 Options forfeited (794 ) 4.17 Options expired (1,833 ) 6.00 Balance at September 30, 2017 6,277 $ 5.55 5.98 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the nine months ended September 30, 2017 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2016 2,757 $ 3.90 Granted 622 2.82 Vested (687 ) 4.60 Forfeited (563 ) 4.16 Unvested balance at September 30, 2017 2,129 $ 3.29 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Loss per Share Basic and Diluted | The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2016 2017 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (9,850 ) $ (68,472 ) $ (665 ) $ (4,936 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,372 5,056 37,565 Basic net loss per share applicable to common stockholders $ (1.88 ) $ (1.88 ) $ (0.13 ) $ (0.13 ) Three months ended September 30, 2016 2017 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (732 ) $ (5,122 ) $ (96 ) $ (715 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,639 5,056 37,820 Basic net loss per share applicable to common stockholders $ (0.14 ) $ (0.14 ) $ (0.02 ) $ (0.02 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2016 2017 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss applicable to common stockholders $ (9,850 ) $ (68,472 ) $ (665 ) $ (4,936 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (9,850 ) — (665 ) Diluted net loss applicable to common stockholders $ (9,850 ) $ (78,322 ) $ (665 ) $ (5,601 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,372 5,056 37,565 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,233 41,605 5,056 42,621 Diluted net loss per share applicable to common stockholders $ (1.88 ) $ (1.88 ) $ (0.13 ) $ (0.13 ) Three months ended September 30, 2016 2017 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss applicable to common stockholders $ (732 ) $ (5,122 ) $ (96 ) $ (715 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (732 ) — (96 ) Diluted net loss applicable to common stockholders $ (732 ) $ (5,854 ) $ (96 ) $ (811 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,233 36,639 5,056 37,820 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,233 41,872 5,056 42,876 Diluted net loss per share applicable to common stockholders $ (0.14 ) $ (0.14 ) $ (0.02 ) $ (0.02 ) |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Revenue | |
Schedules of Concentration of Risk, by Risk Factor | The advertisers representing more than 10% of revenue are as follows (in percentages): Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 Advertiser A 23 % 22 % 22 % 21 % Advertiser B 24 % 16 % 22 % 15 % |
Accounts Receivable | |
Schedules of Concentration of Risk, by Risk Factor | The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages): At December 2016 At September 30, 2017 Advertiser A 11 % 20 % Advertiser B 30 % 22 % Advertiser C 15 % 16 % |
Segment Reporting and Geograp19
Segment Reporting and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows (in percentages): Nine months ended September 30, Three months ended September 30, 2016 2017 2016 2017 United States 97 % 96 % 97 % 96 % Canada 3 % 4 % 3 % 4 % Other countries * * * * 100 % 100 % 100 % 100 % * Less than 1% of revenue. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): At December 31, 2016 At September 30, 2017 Computer and other related equipment $ 18,467 $ 18,930 Purchased and internally developed software 6,811 6,687 Furniture and fixtures 1,493 1,071 Leasehold improvements 2,371 1,133 $ 29,142 $ 27,821 Less: Accumulated depreciation and amortization (25,585 ) (25,283 ) Property and equipment, net $ 3,557 $ 2,538 |
Commitments, Contingencies, T21
Commitments, Contingencies, Taxes and Other (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2017 $ 288 $ 1,052 $ 1,340 2018 1,370 2,433 3,803 2019 1,476 809 2,285 2020 1,520 1 1,521 2021 and after 7,414 — 7,414 Total minimum payments $ 12,068 $ 4,295 $ 16,363 |
Stock-based Compensation Plan22
Stock-based Compensation Plans - Additional Information (Detail) - USD ($) | Jan. 02, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jan. 01, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Repurchase of stock for tax withholding | 45,000 | |||
Minimum withholding tax, remitted in cash | $ 154,000 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested, Shares | 687 | 146,000 | ||
Class B | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units holder entitle to receive number of shares of common stock upon certain service conditions | 1 | |||
Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Increase to accumulated deficit | $ 37,000 | |||
Unrecognized excess tax benefits | $ 3,700,000 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 1,162 | $ 1,779 | $ 3,500 | $ 7,246 |
Service Costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 130 | 160 | 385 | 565 |
Sales and Marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 299 | 353 | 768 | 1,321 |
Product Development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 199 | 206 | 497 | 1,367 |
General and Administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 534 | $ 1,060 | $ 1,850 | $ 3,993 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 4 years | |||
Risk-free interest rate | 1.01% | |||
Risk-free interest rate, minimum | 1.71% | 1.68% | 0.86% | |
Risk-free interest rate, maximum | 1.96% | 1.96% | 1.15% | |
Expected volatility | 55.00% | 57.00% | ||
Expected volatility, minimum | 55.00% | 57.00% | ||
Expected volatility, maximum | 56.00% | 58.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 4 years | 4 years | 4 years | |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 2 months 30 days | 6 years 2 months 30 days | 6 years 2 months 30 days |
Summary of Stock Option and Res
Summary of Stock Option and Restricted Stock Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of shares, Beginning Balance | 7,678 | |
Options granted, Shares | 1,226 | |
Options forfeited, Shares | (794) | |
Options expired, Shares | (1,833) | |
Number of shares, Ending Balance | 6,277 | 7,678 |
Weighted average exercise price, Beginning Balance | $ 5.97 | |
Options granted, Weighted average exercise price | 2.73 | |
Options forfeited, Weighted average exercise price | 4.17 | |
Options expired, Weighted average exercise price | 6 | |
Weighted average exercise price, Ending Balance | $ 5.55 | $ 5.97 |
Weighted average remaining contractual term, End of the period | 5 years 11 months 23 days | 5 years 26 days |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested Shares, Beginning Balance | 2,757 | |
Granted, Shares | 622 | |
Vested, Shares | (687) | (146,000) |
Forfeited, Shares | (563) | |
Unvested Shares, Ending Balance | 2,129 | |
Weighted average grant date fair value, Beginning Balance | $ 3.90 | |
Granted, Weighted average grant date fair value | 2.82 | |
Vested, Weighted average grant date fair value | 4.60 | |
Forfeited, Weighted average grant date fair value | 4.16 | |
Weighted average grant date fair value, Ending Balance | $ 3.29 |
Computation of Loss Per Share B
Computation of Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss applicable to common stockholders | $ (811) | $ (5,854) | $ (5,601) | $ (78,322) |
Numerator: | ||||
Net loss applicable to common stockholders | (811) | (5,854) | (5,601) | (78,322) |
Class A | ||||
Numerator: | ||||
Net loss applicable to common stockholders | $ (96) | $ (732) | $ (665) | $ (9,850) |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic net loss per share | 5,056 | 5,233 | 5,056 | 5,233 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 5,056 | 5,233 | 5,056 | 5,233 |
Basic net loss per share applicable to common stockholders | $ (0.02) | $ (0.14) | $ (0.13) | $ (1.88) |
Numerator: | ||||
Net loss applicable to common stockholders | $ (96) | $ (732) | $ (665) | $ (9,850) |
Diluted net loss applicable to common stockholders | $ (96) | $ (732) | $ (665) | $ (9,850) |
Diluted net loss per share applicable to common stockholders | $ (0.02) | $ (0.14) | $ (0.13) | $ (1.88) |
Class B | ||||
Numerator: | ||||
Net loss applicable to common stockholders | $ (715) | $ (5,122) | $ (4,936) | $ (68,472) |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic net loss per share | 37,820 | 36,639 | 37,565 | 36,372 |
Conversion of Class A to Class B common shares outstanding | 5,056 | 5,233 | 5,056 | 5,233 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 42,876 | 41,872 | 42,621 | 41,605 |
Basic net loss per share applicable to common stockholders | $ (0.02) | $ (0.14) | $ (0.13) | $ (1.88) |
Numerator: | ||||
Net loss applicable to common stockholders | $ (715) | $ (5,122) | $ (4,936) | $ (68,472) |
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares | (96) | (732) | (665) | (9,850) |
Diluted net loss applicable to common stockholders | $ (811) | $ (5,854) | $ (5,601) | $ (78,322) |
Diluted net loss per share applicable to common stockholders | $ (0.02) | $ (0.14) | $ (0.13) | $ (1.88) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity Option | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 6,277 | 9,191 | 6,277 | 9,191 |
Restricted Stock | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 748 | 1,221 | 748 | 1,221 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 1,381 | 1,734 | 1,381 | 1,734 |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017EntityDistributor | Sep. 30, 2016DistributorAgency | Sep. 30, 2017EntityDistributor | Sep. 30, 2016DistributorAgency | Dec. 31, 2016Agency | |
Concentration Risk [Line Items] | |||||
Number of financial institutions | Entity | 2 | 2 | |||
Number of distribution partners that were paid revenue | Distributor | 0 | 0 | 0 | 0 | |
Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of advertising agencies | 1 | 1 | |||
Concentration risk, percentage | 19.00% | 21.00% | |||
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of advertising agencies | 1 | ||||
Concentration risk, percentage | 11.00% | 26.00% | |||
Accounts Receivable | Customer Concentration Risk | Other Advertising Agency | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.00% | ||||
Minimum | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue as criteria for major distribution partners | 10.00% | 10.00% | 10.00% | 10.00% | |
Maximum | Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 10.00% | |||
Maximum | Accounts Receivable | Customer Concentration Risk | Other Advertising Agency | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Revenue (Detail) - Customer Concentration Risk - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 19.00% | 21.00% | ||
Advertiser A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 21.00% | 22.00% | 22.00% | 23.00% |
Advertiser B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15.00% | 22.00% | 16.00% | 24.00% |
Schedules of Concentration of31
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Customer Concentration Risk - Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | 26.00% |
Advertiser A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20.00% | 11.00% |
Advertiser B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 22.00% | 30.00% |
Advertiser C | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 16.00% | 15.00% |
Segment Reporting and Geograp32
Segment Reporting and Geographic Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Consolidated Revenue | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Segment Reporting Information | |||||
Revenues by geographic region | 100.00% | 100.00% | 100.00% | 100.00% | |
United States | |||||
Segment Reporting Information | |||||
Revenues by geographic region | 96.00% | 97.00% | 96.00% | 97.00% | |
Canada | |||||
Segment Reporting Information | |||||
Revenues by geographic region | 4.00% | 3.00% | 4.00% | 3.00% | |
Other Countries | |||||
Segment Reporting Information | |||||
Revenues by geographic region | [1] | 0.00% | 0.00% | 0.00% | 0.00% |
[1] | Less than 1% of revenue. |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,821 | $ 29,142 |
Less: Accumulated depreciation and amortization | (25,283) | (25,585) |
Property and equipment, net | 2,538 | 3,557 |
Computer and Other Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,930 | 18,467 |
Purchased and Internally Developed Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,687 | 6,811 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,071 | 1,493 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,133 | $ 2,371 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 786,000 | $ 762,000 | $ 2,300,000 | $ 2,400,000 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2017 | $ 288 |
Facilities operating leases 2018 | 1,370 |
Facilities operating leases 2019 | 1,476 |
Facilities operating leases 2020 | 1,520 |
Facilities operating leases 2021 and after | 7,414 |
Facilities operating leases Total minimum payments | 12,068 |
Other contractual obligations 2017 | 1,052 |
Other contractual obligations 2018 | 2,433 |
Other contractual obligations 2019 | 809 |
Other contractual obligations 2020 | 1 |
Other contractual obligations 2021 and after | 0 |
Other contractual obligations, Total minimum payments | 4,295 |
Total 2,017 | 1,340 |
Total 2,018 | 3,803 |
Total 2,019 | 2,285 |
Total 2,020 | 1,521 |
Total 2021 and after | 7,414 |
Total minimum payments | $ 16,363 |
Commitments, Contingencies, T37
Commitments, Contingencies, Taxes and Other - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jun. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Commitments Contingencies Taxes And Other [Line Items] | ||||||||
Amended lease period | 84 months | |||||||
Payments for lease termination fee | $ 671,000 | |||||||
Lease expiration date | Mar. 31, 2025 | |||||||
Letter of credit amount payable | $ 575,000 | $ 575,000 | ||||||
Rent expense | $ 651,000 | $ 559,000 | $ 1,600,000 | $ 1,500,000 | ||||
Percentage of valuation allowance | 100.00% | 100.00% | 100.00% | |||||
Employee separation and facility termination related costs incurred | $ 700,000 | $ 1,600,000 | ||||||
Employee separation and facility termination related costs accrued and unpaid | $ 354,000 | |||||||
Employee separation and facility termination related costs paid | $ 700,000 | |||||||
Maximum | ||||||||
Commitments Contingencies Taxes And Other [Line Items] | ||||||||
Contribution as credit against lease payments | 180,000 | |||||||
Letter Of Credit | ||||||||
Commitments Contingencies Taxes And Other [Line Items] | ||||||||
Reduction in letters of credit | $ 100,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Nov. 30, 2014 | |
Equity, Class of Treasury Stock [Line Items] | |||
Treasury stock, shares retired | 239,000 | 250,000 | |
Class B | |||
Equity, Class of Treasury Stock [Line Items] | |||
Number of shares authorized to be repurchased | 3,000,000 | ||
Treasury stock acquired, shares | 0 | 89,000 | |
Treasury stock acquired, value | $ 0 | $ 365,000 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2016 | Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 63,300,000 | $ 63,305,000 |
Goodwill | $ 0 |