Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | $ 100,718,117 | ||
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 | 38,766,032 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 104,190 | $ 103,950 | |
Accounts receivable, net | 14,860 | 18,922 | |
Prepaid expenses and other current assets | 2,041 | 1,629 | |
Total current assets | 121,091 | 124,501 | |
Property and equipment, net | [1] | 2,405 | 3,557 |
Other assets, net | 326 | 214 | |
Total assets | 123,822 | 128,272 | |
Current liabilities: | |||
Accounts payable | 4,928 | 6,811 | |
Accrued expenses and other current liabilities | 5,585 | 7,707 | |
Deferred revenue | 313 | 349 | |
Dividends payable | 21,907 | ||
Total current liabilities | 32,733 | 14,867 | |
Other non-current liabilities | 1,090 | 134 | |
Total liabilities | 33,823 | 15,001 | |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Additional paid-in capital | 343,268 | 360,422 | |
Accumulated deficit | (253,709) | (247,584) | |
Total stockholders’ equity | 89,999 | 113,271 | |
Total liabilities and stockholders’ equity | 123,822 | 128,272 | |
Class A | |||
Stockholders’ equity: | |||
Common stock | 53 | 53 | |
Class B | |||
Stockholders’ equity: | |||
Common stock | $ 387 | $ 380 | |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $19.5 million and $21.7 million at December 31, 2016 and 2017, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 5,056,000 | 8,032,000 |
Common stock, shares outstanding | 5,056,000 | 8,032,000 |
Class B | ||
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 38,736,000 | 38,004,000 |
Common stock, shares outstanding | 38,736,000 | 38,004,000 |
Restricted stock, shares outstanding | 710,000 | 875,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 90,291 | $ 129,547 | $ 143,013 |
Expenses: | |||
Service costs | 49,339 | 76,970 | 78,767 |
Sales and marketing | 15,652 | 22,307 | 16,462 |
Product development | 18,094 | 28,446 | 31,058 |
General and administrative | 13,567 | 21,754 | 18,510 |
Acquisition and disposition related costs | 662 | 219 | |
Total operating expenses | 96,652 | 150,139 | 145,016 |
Impairment of goodwill | (63,305) | ||
Gain on sale of Archeo assets | 1,496 | ||
Loss from operations | (6,361) | (83,897) | (507) |
Other income (expense): | |||
Interest income, net and line of credit expense | 302 | (42) | (55) |
Other, net | 14 | (73) | (8) |
Total other income (expense) | 316 | (115) | (63) |
Loss from continuing operations before provision for income taxes | (6,045) | (84,012) | (570) |
Income tax expense | 42 | 54 | 27 |
Loss from continuing operations | (6,087) | (84,066) | (597) |
Discontinued operations: | |||
Income from discontinued operations, net of tax | 5,123 | ||
Gain on sale of discontinued operations, net of tax | 22,195 | ||
Discontinued operations, net of tax | 27,318 | ||
Net income (loss) | (6,087) | (84,066) | 26,721 |
Dividends applicable to participating securities | (355) | (37) | |
Net income (loss) applicable to common stockholders | $ (6,442) | (84,066) | $ 26,684 |
Basic and diluted net income (loss) per share applicable to common stockholders: | |||
Dividends per share | $ 500 | $ 40 | |
Class A | |||
Other income (expense): | |||
Loss from continuing operations | $ (786) | (10,452) | $ (81) |
Discontinued operations: | |||
Net income (loss) applicable to common stockholders | $ (786) | $ (10,452) | $ 3,391 |
Basic and diluted net income (loss) per share applicable to common stockholders: | |||
Continuing operations | $ (0.16) | $ (2.01) | $ (0.01) |
Discontinued operations, net of tax | 0.66 | ||
Basic and diluted net income (loss) per share applicable to common stockholders | $ (0.16) | $ (2.01) | $ 0.65 |
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 | 5,056 | 5,190 | 5,233 |
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 | 5,056 | 5,190 | 5,233 |
Class B | |||
Other income (expense): | |||
Loss from continuing operations | $ (5,301) | $ (73,614) | $ (516) |
Discontinued operations: | |||
Dividends applicable to participating securities | (355) | (37) | |
Net income (loss) applicable to common stockholders | $ (5,656) | $ (73,614) | $ 23,293 |
Basic and diluted net income (loss) per share applicable to common stockholders: | |||
Continuing operations | $ (0.15) | $ (2.01) | $ (0.01) |
Discontinued operations, net of tax | 0.66 | ||
Basic and diluted net income (loss) per share applicable to common stockholders | $ (0.15) | $ (2.01) | $ 0.65 |
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 | 37,657 | 36,550 | 35,935 |
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 | 42,713 | 41,740 | 41,168 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | 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, 2014 | 5,233,000 | 37,271,000 | ||||||
Beginning Balance at Dec. 31, 2014 | $ 156,153,000 | $ 55,000 | $ 373,000 | $ (2,503,000) | $ 348,467,000 | $ (190,239,000) | ||
Beginning 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 upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 339,000 | $ 9,000 | 330,000 | |||||
Tax withholding related to restricted stock awards (in shares) | (70,000) | |||||||
Tax withholding related to restricted stock awards | (284,000) | $ (1,000) | (283,000) | |||||
Repurchase of Class B common stock (in shares) | (924,000) | (924,000) | ||||||
Repurchase of Class B common stock | (3,803,000) | $ (3,800,000) | $ (3,803,000) | |||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 10,025,000 | 10,025,000 | ||||||
Retirement of treasury stock (in shares) | 1,375,000 | (1,375,000) | 1,375,000 | |||||
Retirement of treasury stock | $ (14,000) | $ 6,069,000 | (6,055,000) | |||||
Net income (loss) | 26,721,000 | 26,721,000 | ||||||
Common stock cash dividends | (1,685,000) | (1,685,000) | ||||||
Ending Balance at Dec. 31, 2015 | 187,466,000 | $ 55,000 | $ 368,000 | $ (238,000) | 350,799,000 | (163,518,000) | ||
Ending Balance (in shares) at Dec. 31, 2015 | 5,233,000 | 36,833,000 | ||||||
Ending Balance, share at Dec. 31, 2015 | (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 upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 350,000 | $ 17,000 | $ (4,000) | 337,000 | ||||
Tax withholding related to restricted stock awards (in shares) | (97,000) | |||||||
Tax withholding related to restricted stock awards | (297,000) | $ (1,000) | (296,000) | |||||
Repurchase of Class B common stock (in shares) | (89,000) | (89,000) | ||||||
Repurchase of Class B common stock | (365,000) | $ (365,000) | $ (365,000) | |||||
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 | $ (2,000) | $ 2,000 | ||||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 10,183,000 | 10,183,000 | ||||||
Retirement of treasury stock (in shares) | 720,000 | (720,000) | 720,000 | |||||
Retirement of treasury stock | $ (7,000) | $ 608,000 | (601,000) | |||||
Net income (loss) | (84,066,000) | (84,066,000) | ||||||
Ending Balance at Dec. 31, 2016 | 113,271,000 | $ 53,000 | $ 380,000 | 360,422,000 | (247,584,000) | |||
Ending Balance (in shares) at Dec. 31, 2016 | 8,032,000 | 38,004,000 | 5,056,000 | 38,004,000 | ||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 971,000 | (239,000) | ||||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 125,000 | $ 9,000 | $ (2,000) | 118,000 | ||||
Stock compensation from options and restricted stock, net of estimated forfeitures | 4,597,000 | 4,597,000 | ||||||
Cumulative effect of a change in accounting principle related to stock-based compensation | 38,000 | (38,000) | ||||||
Retirement of treasury stock (in shares) | 239,000 | (239,000) | 239,000 | |||||
Retirement of treasury stock | $ (2,000) | $ 2,000 | ||||||
Net income (loss) | (6,087,000) | (6,087,000) | ||||||
Common stock cash dividends | (21,907,000) | (21,907,000) | ||||||
Ending Balance at Dec. 31, 2017 | $ 89,999,000 | $ 53,000 | $ 387,000 | $ 343,268,000 | $ (253,709,000) | |||
Ending Balance (in shares) at Dec. 31, 2017 | 5,056,000 | 38,736,000 | 5,056,000 | 38,736,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (6,087) | $ (84,066) | $ 26,721 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Amortization and depreciation | 2,791 | 3,194 | 3,661 |
Impairment of goodwill | 63,305 | ||
Loss on disposals of fixed assets and intangible assets, net | 5 | ||
Gain on sale of discontinued operations | (22,195) | ||
Gain on sale of Archeo assets | (1,496) | ||
Allowance for doubtful accounts and advertiser credits | 226 | 1,682 | 321 |
Stock-based compensation | 4,597 | 10,183 | 10,025 |
Change in certain assets and liabilities: | |||
Accounts receivable, net | 3,836 | 4,017 | 999 |
Prepaid expenses, other current assets, and other assets | 48 | 274 | 699 |
Accounts payable | (1,963) | (2,611) | (4,085) |
Accrued expenses and other current liabilities | (1,763) | 1,219 | (1,008) |
Deferred revenue | (36) | (343) | (433) |
Other non-current liabilities | 43 | (528) | (456) |
Net cash provided by (used in) operating activities | 1,692 | (3,669) | 12,753 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,562) | (986) | (4,107) |
Purchases of intangibles and changes in other non-current assets | (15) | (14) | (51) |
Proceeds from sale of discontinued operations, net | 25,249 | ||
Proceeds from (cash paid for) sale of Archeo assets, net | (224) | 731 | |
Net cash provided by (used in) investing activities | (1,577) | (1,224) | 21,822 |
Cash flows from financing activities: | |||
Tax withholding related to restricted stock awards | (297) | (284) | |
Repurchase of Class B common stock for treasury stock | (365) | (3,822) | |
Common stock dividends payments | (1,685) | ||
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 125 | 350 | 339 |
Net cash provided by (used in) financing activities | 125 | (312) | (5,452) |
Net increase (decrease) in cash and cash equivalents | 240 | (5,205) | 29,123 |
Cash and cash equivalents at beginning of period | 103,950 | 109,155 | 80,032 |
Cash and cash equivalents at end of period | 104,190 | 103,950 | 109,155 |
Supplemental disclosure of cash flow information: | |||
Cash received (paid) during the period for income taxes, net of refunds | 16 | (24) | (28) |
Cash received (paid) during the period for interest, net | 297 | $ (37) | (55) |
Supplemental disclosure of non-cash investing and financing activities: | |||
Common stock cash dividends declared and not paid | 21,907 | ||
Leasehold improvement incentive recorded in other current/non-current assets and other non-current liabilities | 553 | ||
Property and equipment acquired in accounts payable and accrued expenses | $ 88 | $ 195 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2017 | |
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 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 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. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. 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, 2016 and 2017: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and dividends payable. 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, 2015 583 61 160 484 December 31, 2016 484 90 75 499 December 31, 2017 499 161 34 626 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, 2015 1,018 263 756 525 December 31, 2016 525 1,592 1,179 938 December 31, 2017 938 65 390 613 (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 generally ranging from five 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 the years ended December 31, 2016 and 2017, the Company had no goodwill on its balance sheet. (g) Impairment or Disposal of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated. (h) Revenue Recognition The Company generates revenues from advertisers for use of its call analytics technology and pay-for-call advertising products and services. The Company’s revenue also consists of payments from its reseller partners for use of its local leads platform and marketing services, which they offer to their small business customers, as well as payments from advertisers for cost-per-action services. 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/or 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 or reseller 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 period ends. (i) Service Costs The largest component of the Company’s service costs consists 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. These costs include telecommunication costs, including the use of phone numbers for providing call based advertising services, colocation service charges and depreciation of network equipment and software, bandwidth and software license fees, payroll and expenses of related personnel, and stock-based compensation. Other service costs include license and content fees, costs to maintain our websites, credit card processing fees and domain name and related renewal and registration costs. (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 $2.4 million, $2.0 million and $1.6 million for the years ended December 31, 2015, 2016 and 2017, respectively. (k) Product Development 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 Topic 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. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law making significant changes to the U.S. federal corporate income tax law which included a decrease in the U.S. federal corporate rate from 34% to 21%. See Note. 5 Income Taxes (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, over the vesting or service period, as applicable, of the stock 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). This ASU impacts several aspects of accounting for share-based payment transactions, including certain income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Upon adoption, the Company elected to account for forfeitures as they occur and no longer uses an estimated forfeiture rate in the calculation of stock-based compensation expense. The net cumulative effect of this election was recognized as an increase to accumulated deficit on January 1, 2017 and was not significant. Also under ASU 2016-09, excess tax benefits generated when stock-based awards vest or are settled are no longer recognized in equity but are instead recognized as a reduction to the provision for income taxes. On January 1, 2017, the Company recorded unrecognized excess tax benefits of $3.7 million to accumulated deficit, with a corresponding increase to the valuation allowance on deferred tax assets. This resulted in no net impact to equity due to the Company’s full valuation allowance. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows. (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 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 2016 and 2017, the Company held cash equivalents in deposit sweep accounts with these same financial institutions. These Level 2 assets were fully liquidated prior to December 31, 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 consolidated revenue for the years ended December 31, 2015, 2016, and 2017. The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2015 2016 2017 Advertiser A 29 % 23 % 21 % Advertiser B 19 % 23 % 17 % 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, 2016 2017 Advertiser A 11 % 17 % Advertiser B 30 % 31 % Advertiser C 15 % 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. One advertising agency represented 18%, 20% and 10% of consolidated revenue for the years ended December 31, 2015, 2016 and 2017, respectively. This same advertising agency represented 26% and 21% of accounts receivable as of December 31, 2016, and 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 December 31, 2017. (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. The Company paid cash dividends equally to both classes of common stock and unvested restricted shares from November 2006 through May 2015 and in December 2017, the Company declared a special cash dividend. See Note 6. Stockholders’ Equity 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 presents the computation of basic net income (loss) per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2015 2016 2017 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Net loss from continuing operations $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,301 ) Dividends applicable to participating securities — (37 ) — — — (355 ) Net loss from continuing operations applicable to common stockholders $ (81 ) $ (553 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,656 ) Discontinued operations, net of tax 3,472 23,846 — — — — Net income (loss) applicable to common stockholders $ 3,391 $ 23,293 $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,656 ) Denominator: Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,233 35,935 5,190 36,550 5,056 37,657 Basic net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) Discontinued operations, net of tax 0.66 0.66 — — — — Basic net income (loss) per share applicable to common stockholders $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) The following table presents the computation of diluted net income (loss) per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2015 2016 2017 Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share: Numerator: Net loss from continuing operations $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,301 ) Dividends applicable to participating securities — (37 ) — — — (355 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (81 ) — (10,452 ) — (786 ) Net loss from continuing operations applicable to common stockholders $ (81 ) $ (634 ) $ (10,452 ) $ (84,066 ) $ (786 ) $ (6,442 ) Discontinued operations, net of tax 3,472 23,846 — — — — Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 3,472 — — — — Diluted discontinued operations, net of tax $ 3,472 $ 27,318 $ — $ — $ — $ — Net income (loss) applicable to common stockholders $ 3,391 $ 26,684 $ (10,452 ) $ (84,066 ) $ (786 ) $ (6,442 ) Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,233 35,935 5,190 36,550 5,056 37,657 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,190 — 5,056 Weighted average number of shares outstanding used to calculate diluted net income (loss) per share 5,233 41,168 5,190 41,740 5,056 42,713 Diluted net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) Discontinued operations, net of tax 0.66 0.66 — — — — Diluted net income (loss) per share applicable to common stockholders $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) 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, 2015, 2016 and 2017, outstanding options to acquire 8,937, 7,678, and 5,713 shares, respectively, of Class B common stock. • For the years ended December 31, 2015, 2016, and 2017, 785, 875, and 710 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2015, 2016 and 2017, 1,437, 1,882, and 1,161 restricted stock units, respectively. (q) Guarantees FASB ASC Topic 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 The Company adopted ASU 2014-09 on January 1, 2018 using the modified retrospective approach and plans to apply the new revenue standard only to contracts not completed as of the date of initial application, referred to as open contracts and will provide additional disclosures comparing results to previous GAAP in our 2018 consolidated financial statements. The primary impact upon adoption of the standard will be the deferral (i.e. capitalization) of incremental contract acquisition costs and the recognition (i.e. amortization) of them over the term of the initial contract and anticipated renewal contracts to which the costs relate. Deferred contract costs are estimated to have an average amortization period of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company is utilizing the practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. The incremental contract acquisition costs on open contracts to be capitalized and subsequently amortized upon adoption on January 1, 2018 as a cumulative effect adjustment to accumulated deficit in equity are estimated to be insignificant. The overall cumulative effect of initially applying the new revenue standard on January 1, 2018, which will result in a decrease to accumulated deficit, is estimated to be insignificant. 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) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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, 2016 (1) 2017 (1) Computer and other related equipment $ 18,467 $ 19,157 Purchased and internally developed software 6,811 6,687 Furniture and fixtures 1,493 1,071 Leasehold improvements 2,371 1,168 $ 29,142 $ 28,083 Less: accumulated depreciation and amortization (25,585 ) (25,678 ) Property and equipment, net $ 3,557 $ 2,405 (1) Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $19.5 million and $21.7 million at December 31, 2016 and 2017, respectively. Depreciation and amortization expense incurred by the Company was approximately $3.6 million, $3.2 million, and $2.8 million for the years ended December 31, 2015, 2016 and 2017, respectively. |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
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 2018 $ 1,370 $ 2,634 $ 4,004 2019 1,476 811 2,287 2020 1,520 1 1,521 2021 1,566 — 1,566 2022 and after 5,417 — 5,417 Total minimum payments $ 11,349 $ 3,446 $ 14,795 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 $1.9 million for the year ended December 31, 2015, and 2.0 million for the years ended December 31, 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 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, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (5) Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") was signed into law making significant changes to U.S. federal corporate income tax law. Changes include, but are not limited to, a U.S. federal corporate tax rate decrease from 34% to 21% for years beginning after December 31, 2017, limitation on the utilization of NOLs arising after December 31, 2017, and imposing a one-time mandatory deemed repatriation tax on accumulated earnings of foreign subsidiaries for the year ended December 31, 2017. The reduction in the U.S. federal corporate tax rate decreased the Company’s net deferred tax balances by $14.4 million which was fully offset by a corresponding decrease to its deferred tax valuation allowance. The Company does not expect to pay U.S. federal cash taxes due to an accumulated deficit in foreign earnings for tax purposes related to the one-time mandatory deemed repatriation tax on foreign earnings. The Company recorded its provision for income taxes in accordance with the 2017 Tax Act and guidance available as of the date of this filing. The components of loss from continuing operations before provision for income taxes consist of the following (in thousands): Years ended December 31, 2015 2016 2017 United States $ (573 ) $ (83,920 ) $ (6,022 ) Foreign 3 (92 ) (23 ) Loss from continuing operations before provision for income taxes $ (570 ) $ (84,012 ) $ (6,045 ) The provision for income taxes from continuing operations for the Company consists of the following (in thousands): Years ended December 31, 2015 2016 2017 Current provision State 27 54 42 Deferred provision (benefit) Federal 1,187 (9,830 ) 14,638 Valuation allowance (1,187 ) 9,830 (14,638 ) Total income tax expense $ 27 $ 54 $ 42 Income tax expense from continuing operations differed from the amounts computed by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following (in thousands): Years ended December 31, 2015 2016 2017 Income tax benefit at U.S. statutory rate $ (194 ) $ (28,564 ) $ (2,055 ) State taxes, net of valuation allowance 17 35 28 Stock-based compensation (1) 802 489 2,396 Non-deductible goodwill — 16,917 — Impact of 2017 Tax Act — — 14,413 Valuation allowance (1,187 ) 9,830 (14,638 ) Research tax credits (510 ) (541 ) (156 ) Other expenses 1,099 1,888 54 Total income tax expense $ 27 $ 54 $ 42 (1) Includes non-deductible stock-based compensation and beginning in 2017, excess tax benefits and shortfalls from stock-based compensation. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below and reflects the 34% and 21% U.S. federal statutory rate for 2016 and 2017, respectively (in thousands): As of December 31, 2016 2017 Deferred tax assets: Accrued liabilities not currently deductible $ 1,323 $ 721 Intangible assets-excess of financial statement over tax amortization 2,045 939 Goodwill recognized on financial statements in excess of tax amortization 8,683 3,750 Stock-based compensation 4,181 1,680 Federal net operating losses 17,619 15,887 State and city net operating loss carryforwards 6,330 5,403 Research & experimental tax credit carryforwards 3,676 3,832 Other 665 456 Gross deferred tax assets 44,522 32,668 Valuation allowance (44,522 ) (32,668 ) Net deferred tax assets $ — $ — On January 1, 2017, the Company adopted ASU 2016-09 and recorded previously unrecognized tax benefits of $3.7 million to accumulated deficit with a corresponding increase to the valuation allowance on deferred tax assets. ASU 2016-09 requires excess tax benefits and shortfalls to be recognized as a component of income tax expense. As of December 31, 2017, the Company’s federal NOL carryforwards were approximately $75.4 million and federal research and development credit carryforwards of $5.0 million for income tax purposes, which are potentially available to offset future tax liabilities. As of December 31, 2017, the Company’s state, city, and other foreign jurisdiction NOL carryforwards were approximately $5.5 million, which begin to expire in 2025. In addition, at December 31, 2016 and 2017, the Company had certain federal NOL carryforwards of approximately $1.7 million which prior to the 2017 Tax Act were set to 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 likely never be utilized. Accordingly, the Company has not included these federal NOL carryforwards in its deferred tax assets. 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, 2015, 2016 and 2017, the Company recorded a valuation allowance of $34.5 million, $44.5 million, and $32.7 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, 2016 and 2017 was $10.0 million and $(12.1) million, respectively. The decrease in the valuation allowance in 2017 was primarily a result of the 2017 Tax Act which reduced the U.S. federal corporate tax rate from 34% to 21%. This resulted in a decrease in the Company’s deferred tax balances of $14.4 million with a corresponding decrease in the valuation allowance. 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 2015, 2016, and 2017. 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, 2015 to December 31, 2017 which are recorded as an offset to deferred tax assets (in thousands): Gross tax contingencies—January 1, 2015 $ 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 Gross increases to tax positions associated with prior periods $ — Gross increases to current period tax positions $ 52 Gross decreases to tax positions associated with prior periods $ — Settlements $ — Lapse of statute of limitations $ — Gross tax contingencies—December 31, 2017 $ 1,122 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, 2017 | |
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 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, 2015 and 2016, the Company repurchased 924,000 and 89,000 shares of Class B common stock for $3.8 million and $365,000, respectively. During the years ended December 31, 2015, 2016 and 2017, the Company’s board of directors authorized the retirement of 1,375,000, 720,000, and 239,000 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 the first two quarters 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 $1.7 million. No dividends were declared and paid in 2016. In December 2017, the Company declared a special cash dividend in the amount of $0.50 per share on its Class A and B common stock. Marchex will pay this dividend on March 21, 2018 to the holders of record as of the close of business on March 8, 2018. The total estimated dividend to be paid is $21.9 million and was recorded in Dividends Payable in our consolidated balance sheet at December 31, 2017. (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 2,152,989 and 2,189,624 on January 1, 2017 and 2018, respectively, bringing the aggregate authorized number of shares available under the 2012 plan to 15,844,158. 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 2015, 2016, and 2017. 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 award using the straight-line method. Beginning January 1, 2017, the Company accounts for forfeitures as they occur, rather than estimating expected forfeitures. 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, 2015 2016 2017 Service costs $ 1,189 $ 693 $ 515 Sales and marketing 1,307 1,738 1,014 Product development 2,410 1,569 679 General and administrative 5,118 6,183 2,389 Total stock-based compensation $ 10,024 $ 10,183 $ 4,597 For the years ended December 31, 2015, 2016, and 2017, the income tax benefit related to stock-based compensation included in net loss from continuing operations was $0 for all periods. 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, 2015, 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, and vesting schedules. 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 assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated: Years ended December 31, 2015 2016 2017 Expected life (in years) 4.00 – 6.25 4.00 – 6.25 4.00 – 6.25 Risk-free interest rate 1.13% to 1.56% 0.86 % 1.68%-2.09% Expected volatility 59% to 65% 56% to 58% 54% to 56% Weighted average expected volatility 62 % 58 % 56 % Expected dividend yield 0% to 0.36% 0% 0% - 3.91% 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, 2016 3,646 7,678 $ 5.97 5.07 $ 0 Increase to pool January 1, 2017 2,153 — Options granted (1,262 ) 1,262 $ 2.75 Restricted stock granted (622 ) — Restricted stock forfeited 653 — Options exercised — (33 ) $ 2.75 Options expired 2,250 (2,250 ) $ 6.61 Options forfeited 944 (944 ) $ 4.10 Balance at December 31, 2017 7,762 5,713 $ 5.33 5.93 $ 604 Options exercisable at December 31, 2017 3,860 $ 6.25 4.55 $ 3 Information related to stock compensation activity during the period indicated is as follows: Years ended December 31, 2015 2016 2017 Weighted average fair value of options granted $ 2.13 $ 2.05 $ 1.29 Intrinsic value of options exercised (in thousands) $ 36 $ 23 $ 11 Total grant date fair value of restricted stock vested (in thousands) $ 7,657 $ 5,612 $ 3,686 At December 31, 2017, there was $2.5 million of unrecognized stock option compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.8 years. During the years ended December 31, 2015, 2016, and 2017 gross proceeds recognized from the exercise of stock options was $220,000, $242,000, and $89,000 respectively. 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, 2016 2,757 $ 3.90 Granted 622 2.82 Vested (855 ) 4.31 Forfeited (653 ) 4.20 Unvested at December 31, 2017 1,871 3.25 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 expensed on a straight-line basis over the vesting or service period, as applicable, and forfeitures are recognized as they occur. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions. At December 31, 2017, there was $5.0 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 2.3 years. During 2015 and 2016, the Company repurchased 70,000 and 97,000 shares, respectively, from certain executives for minimum withholding taxes on 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 $284,000 and $297,000 for 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, 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. During the year ended December 31, 2017, 9,906 shares were purchased at prices ranging from $2.58 to $3.07 per share. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2017 | |
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 2015, 2016 and 2017, cash contributions were made in the amount of $276,000, $288,000, and $253,000 respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (8) 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. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
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. For the years ended December 31, 2016 and 2017, the Company operated in a single segment comprised of its performance-based advertising business focused on phone calls and its local leads platform. In 2015, we operated under two segments: Call-driven and Archeo. Archeo, which included our click-based advertising and internet domain name operations, was sold in 2015. See Note 10. Discontinued Operations, Dispositions, and Other Selected segment information for the period we operated in two segments is shown below (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 ) For the year ended December 31, 2015, the Call-driven segment expenses included both direct costs incurred by the segment as well as corporate overhead costs. The Archeo segment expenses only included direct costs incurred by the segment. Segment expenses excluded the following: stock-based compensation, acquisition and disposition related costs, and other expense. Revenues from advertisers by geographical areas are tracked on the basis of the location of the advertiser. The 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, 2015 2016 2017 United States 97 % 97 % 96 % Canada 3 % 3 % 4 % Other countries * * * 100 % 100 % 100 % * Less than 1% of revenue |
Discontinued Operations, Dispos
Discontinued Operations, Dispositions and Other | 12 Months Ended |
Dec. 31, 2017 | |
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 Year ended December 31, 2015 Revenue $ 7,081 Expenses: Service costs 1,624 Sales and marketing 334 General and administrative — Income from discontinued operations before provision for income taxes 5,123 Income tax expense — Income from discontinued operations, net of tax $ 5,123 The discontinued operation incurred amortization of $16,000 in the year ended December 31, 2015. 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 if and when received. (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, 2015, income before provision for income taxes for these Archeo operations included in the Company’s continuing operations was $431,000. (c) Other In 2016, the Company incurred approximately $1.6 million in employee separation and facility termination related costs. As of December 31, 2016, approximately $354,000 was accrued, which was paid in 2017. In 2017, the Company incurred and paid approximately $700,000 of employee separation related costs as part of savings measures implemented in 2017. |
Description of Business and S17
Description of Business and Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 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 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. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. 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, 2016 and 2017: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and dividends payable. 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, 2015 583 61 160 484 December 31, 2016 484 90 75 499 December 31, 2017 499 161 34 626 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, 2015 1,018 263 756 525 December 31, 2016 525 1,592 1,179 938 December 31, 2017 938 65 390 613 |
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 generally ranging from five 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 the years ended December 31, 2016 and 2017, the Company had no goodwill on its balance sheet. |
Impairment or Disposal of Long-Lived Assets | (g) Impairment or Disposal of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated. |
Revenue Recognition | (h) Revenue Recognition The Company generates revenues from advertisers for use of its call analytics technology and pay-for-call advertising products and services. The Company’s revenue also consists of payments from its reseller partners for use of its local leads platform and marketing services, which they offer to their small business customers, as well as payments from advertisers for cost-per-action services. 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/or 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 or reseller 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 period ends. |
Service Costs | (i) Service Costs The largest component of the Company’s service costs consists 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. These costs include telecommunication costs, including the use of phone numbers for providing call based advertising services, colocation service charges and depreciation of network equipment and software, bandwidth and software license fees, payroll and expenses of related personnel, and stock-based compensation. Other service costs include license and content fees, costs to maintain our websites, credit card processing fees and domain name and related renewal and registration costs. |
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 $2.4 million, $2.0 million and $1.6 million for the years ended December 31, 2015, 2016 and 2017, respectively. |
Product Development | (k) Product Development 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 Topic 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. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law making significant changes to the U.S. federal corporate income tax law which included a decrease in the U.S. federal corporate rate from 34% to 21%. See Note. 5 Income Taxes |
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, over the vesting or service period, as applicable, of the stock 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). This ASU impacts several aspects of accounting for share-based payment transactions, including certain income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Upon adoption, the Company elected to account for forfeitures as they occur and no longer uses an estimated forfeiture rate in the calculation of stock-based compensation expense. The net cumulative effect of this election was recognized as an increase to accumulated deficit on January 1, 2017 and was not significant. Also under ASU 2016-09, excess tax benefits generated when stock-based awards vest or are settled are no longer recognized in equity but are instead recognized as a reduction to the provision for income taxes. On January 1, 2017, the Company recorded unrecognized excess tax benefits of $3.7 million to accumulated deficit, with a corresponding increase to the valuation allowance on deferred tax assets. This resulted in no net impact to equity due to the Company’s full valuation allowance. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows. |
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 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 2016 and 2017, the Company held cash equivalents in deposit sweep accounts with these same financial institutions. These Level 2 assets were fully liquidated prior to December 31, 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 consolidated revenue for the years ended December 31, 2015, 2016, and 2017. The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2015 2016 2017 Advertiser A 29 % 23 % 21 % Advertiser B 19 % 23 % 17 % 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, 2016 2017 Advertiser A 11 % 17 % Advertiser B 30 % 31 % Advertiser C 15 % 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. One advertising agency represented 18%, 20% and 10% of consolidated revenue for the years ended December 31, 2015, 2016 and 2017, respectively. This same advertising agency represented 26% and 21% of accounts receivable as of December 31, 2016, and 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 December 31, 2017. |
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. The Company paid cash dividends equally to both classes of common stock and unvested restricted shares from November 2006 through May 2015 and in December 2017, the Company declared a special cash dividend. See Note 6. Stockholders’ Equity 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 presents the computation of basic net income (loss) per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2015 2016 2017 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Net loss from continuing operations $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,301 ) Dividends applicable to participating securities — (37 ) — — — (355 ) Net loss from continuing operations applicable to common stockholders $ (81 ) $ (553 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,656 ) Discontinued operations, net of tax 3,472 23,846 — — — — Net income (loss) applicable to common stockholders $ 3,391 $ 23,293 $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,656 ) Denominator: Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,233 35,935 5,190 36,550 5,056 37,657 Basic net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) Discontinued operations, net of tax 0.66 0.66 — — — — Basic net income (loss) per share applicable to common stockholders $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) The following table presents the computation of diluted net income (loss) per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2015 2016 2017 Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share: Numerator: Net loss from continuing operations $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,301 ) Dividends applicable to participating securities — (37 ) — — — (355 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (81 ) — (10,452 ) — (786 ) Net loss from continuing operations applicable to common stockholders $ (81 ) $ (634 ) $ (10,452 ) $ (84,066 ) $ (786 ) $ (6,442 ) Discontinued operations, net of tax 3,472 23,846 — — — — Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 3,472 — — — — Diluted discontinued operations, net of tax $ 3,472 $ 27,318 $ — $ — $ — $ — Net income (loss) applicable to common stockholders $ 3,391 $ 26,684 $ (10,452 ) $ (84,066 ) $ (786 ) $ (6,442 ) Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,233 35,935 5,190 36,550 5,056 37,657 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,190 — 5,056 Weighted average number of shares outstanding used to calculate diluted net income (loss) per share 5,233 41,168 5,190 41,740 5,056 42,713 Diluted net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) Discontinued operations, net of tax 0.66 0.66 — — — — Diluted net income (loss) per share applicable to common stockholders $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) 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, 2015, 2016 and 2017, outstanding options to acquire 8,937, 7,678, and 5,713 shares, respectively, of Class B common stock. • For the years ended December 31, 2015, 2016, and 2017, 785, 875, and 710 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2015, 2016 and 2017, 1,437, 1,882, and 1,161 restricted stock units, respectively. |
Guarantees | (q) Guarantees FASB ASC Topic 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 The Company adopted ASU 2014-09 on January 1, 2018 using the modified retrospective approach and plans to apply the new revenue standard only to contracts not completed as of the date of initial application, referred to as open contracts and will provide additional disclosures comparing results to previous GAAP in our 2018 consolidated financial statements. The primary impact upon adoption of the standard will be the deferral (i.e. capitalization) of incremental contract acquisition costs and the recognition (i.e. amortization) of them over the term of the initial contract and anticipated renewal contracts to which the costs relate. Deferred contract costs are estimated to have an average amortization period of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company is utilizing the practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. The incremental contract acquisition costs on open contracts to be capitalized and subsequently amortized upon adoption on January 1, 2018 as a cumulative effect adjustment to accumulated deficit in equity are estimated to be insignificant. The overall cumulative effect of initially applying the new revenue standard on January 1, 2018, which will result in a decrease to accumulated deficit, is estimated to be insignificant. 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) |
Description of Business and S18
Description of Business and Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2015 583 61 160 484 December 31, 2016 484 90 75 499 December 31, 2017 499 161 34 626 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, 2015 1,018 263 756 525 December 31, 2016 525 1,592 1,179 938 December 31, 2017 938 65 390 613 |
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, 2015 2016 2017 Advertiser A 29 % 23 % 21 % Advertiser B 19 % 23 % 17 % |
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, 2016 2017 Advertiser A 11 % 17 % Advertiser B 30 % 31 % Advertiser C 15 % 10 % |
Computation of Net Income (Loss) per Share Basic and Diluted | The following table presents the computation of basic net income (loss) per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2015 2016 2017 Class A Class B Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Net loss from continuing operations $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,301 ) Dividends applicable to participating securities — (37 ) — — — (355 ) Net loss from continuing operations applicable to common stockholders $ (81 ) $ (553 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,656 ) Discontinued operations, net of tax 3,472 23,846 — — — — Net income (loss) applicable to common stockholders $ 3,391 $ 23,293 $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,656 ) Denominator: Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,233 35,935 5,190 36,550 5,056 37,657 Basic net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) Discontinued operations, net of tax 0.66 0.66 — — — — Basic net income (loss) per share applicable to common stockholders $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) The following table presents the computation of diluted net income (loss) per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2015 2016 2017 Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share: Numerator: Net loss from continuing operations $ (81 ) $ (516 ) $ (10,452 ) $ (73,614 ) $ (786 ) $ (5,301 ) Dividends applicable to participating securities — (37 ) — — — (355 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (81 ) — (10,452 ) — (786 ) Net loss from continuing operations applicable to common stockholders $ (81 ) $ (634 ) $ (10,452 ) $ (84,066 ) $ (786 ) $ (6,442 ) Discontinued operations, net of tax 3,472 23,846 — — — — Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 3,472 — — — — Diluted discontinued operations, net of tax $ 3,472 $ 27,318 $ — $ — $ — $ — Net income (loss) applicable to common stockholders $ 3,391 $ 26,684 $ (10,452 ) $ (84,066 ) $ (786 ) $ (6,442 ) Weighted average number of shares outstanding used to calculate basic net income (loss) per share 5,233 35,935 5,190 36,550 5,056 37,657 Conversion of Class A to Class B common shares outstanding — 5,233 — 5,190 — 5,056 Weighted average number of shares outstanding used to calculate diluted net income (loss) per share 5,233 41,168 5,190 41,740 5,056 42,713 Diluted net income (loss) per share: Net loss from continuing operations applicable to common stockholders $ (0.01 ) $ (0.01 ) $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) Discontinued operations, net of tax 0.66 0.66 — — — — Diluted net income (loss) per share applicable to common stockholders $ 0.65 $ 0.65 $ (2.01 ) $ (2.01 ) $ (0.16 ) $ (0.15 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): Years ended December 31, 2016 (1) 2017 (1) Computer and other related equipment $ 18,467 $ 19,157 Purchased and internally developed software 6,811 6,687 Furniture and fixtures 1,493 1,071 Leasehold improvements 2,371 1,168 $ 29,142 $ 28,083 Less: accumulated depreciation and amortization (25,585 ) (25,678 ) Property and equipment, net $ 3,557 $ 2,405 (1) Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $19.5 million and $21.7 million at December 31, 2016 and 2017, respectively. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2018 $ 1,370 $ 2,634 $ 4,004 2019 1,476 811 2,287 2020 1,520 1 1,521 2021 1,566 — 1,566 2022 and after 5,417 — 5,417 Total minimum payments $ 11,349 $ 3,446 $ 14,795 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2015 2016 2017 United States $ (573 ) $ (83,920 ) $ (6,022 ) Foreign 3 (92 ) (23 ) Loss from continuing operations before provision for income taxes $ (570 ) $ (84,012 ) $ (6,045 ) |
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, 2015 2016 2017 Current provision State 27 54 42 Deferred provision (benefit) Federal 1,187 (9,830 ) 14,638 Valuation allowance (1,187 ) 9,830 (14,638 ) Total income tax expense $ 27 $ 54 $ 42 |
Computation of Income Tax Expense from Continuing Operations Using Federal Statutory Rate | Income tax expense from continuing operations differed from the amounts computed by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following (in thousands): Years ended December 31, 2015 2016 2017 Income tax benefit at U.S. statutory rate $ (194 ) $ (28,564 ) $ (2,055 ) State taxes, net of valuation allowance 17 35 28 Stock-based compensation (1) 802 489 2,396 Non-deductible goodwill — 16,917 — Impact of 2017 Tax Act — — 14,413 Valuation allowance (1,187 ) 9,830 (14,638 ) Research tax credits (510 ) (541 ) (156 ) Other expenses 1,099 1,888 54 Total income tax expense $ 27 $ 54 $ 42 (1) Includes non-deductible stock-based compensation and beginning in 2017, excess tax benefits and shortfalls from stock-based compensation. |
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 and reflects the 34% and 21% U.S. federal statutory rate for 2016 and 2017, respectively (in thousands): As of December 31, 2016 2017 Deferred tax assets: Accrued liabilities not currently deductible $ 1,323 $ 721 Intangible assets-excess of financial statement over tax amortization 2,045 939 Goodwill recognized on financial statements in excess of tax amortization 8,683 3,750 Stock-based compensation 4,181 1,680 Federal net operating losses 17,619 15,887 State and city net operating loss carryforwards 6,330 5,403 Research & experimental tax credit carryforwards 3,676 3,832 Other 665 456 Gross deferred tax assets 44,522 32,668 Valuation allowance (44,522 ) (32,668 ) 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, 2015 to December 31, 2017 which are recorded as an offset to deferred tax assets (in thousands): Gross tax contingencies—January 1, 2015 $ 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 Gross increases to tax positions associated with prior periods $ — Gross increases to current period tax positions $ 52 Gross decreases to tax positions associated with prior periods $ — Settlements $ — Lapse of statute of limitations $ — Gross tax contingencies—December 31, 2017 $ 1,122 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 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 (in thousands): Twelve months ended December 31, 2015 2016 2017 Service costs $ 1,189 $ 693 $ 515 Sales and marketing 1,307 1,738 1,014 Product development 2,410 1,569 679 General and administrative 5,118 6,183 2,389 Total stock-based compensation $ 10,024 $ 10,183 $ 4,597 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated: Years ended December 31, 2015 2016 2017 Expected life (in years) 4.00 – 6.25 4.00 – 6.25 4.00 – 6.25 Risk-free interest rate 1.13% to 1.56% 0.86 % 1.68%-2.09% Expected volatility 59% to 65% 56% to 58% 54% to 56% Weighted average expected volatility 62 % 58 % 56 % Expected dividend yield 0% to 0.36% 0% 0% - 3.91% |
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, 2016 3,646 7,678 $ 5.97 5.07 $ 0 Increase to pool January 1, 2017 2,153 — Options granted (1,262 ) 1,262 $ 2.75 Restricted stock granted (622 ) — Restricted stock forfeited 653 — Options exercised — (33 ) $ 2.75 Options expired 2,250 (2,250 ) $ 6.61 Options forfeited 944 (944 ) $ 4.10 Balance at December 31, 2017 7,762 5,713 $ 5.33 5.93 $ 604 Options exercisable at December 31, 2017 3,860 $ 6.25 4.55 $ 3 |
Information Related to Stock Compensation Activity | Information related to stock compensation activity during the period indicated is as follows: Years ended December 31, 2015 2016 2017 Weighted average fair value of options granted $ 2.13 $ 2.05 $ 1.29 Intrinsic value of options exercised (in thousands) $ 36 $ 23 $ 11 Total grant date fair value of restricted stock vested (in thousands) $ 7,657 $ 5,612 $ 3,686 |
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, 2016 2,757 $ 3.90 Granted 622 2.82 Vested (855 ) 4.31 Forfeited (653 ) 4.20 Unvested at December 31, 2017 1,871 3.25 |
Segment Reporting and Geograp23
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 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 ) |
Revenues by Geographic Region | Revenues by geographic region are as follows: Years ended December 31, 2015 2016 2017 United States 97 % 97 % 96 % Canada 3 % 3 % 4 % Other countries * * * 100 % 100 % 100 % * Less than 1% of revenue |
Discontinued Operations, Disp24
Discontinued Operations, Dispositions and Other (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Operating Results for Discontinued Operation | The operating results for the discontinued operation were as follows (in thousands): Year ended December 31, 2015 Revenue $ 7,081 Expenses: Service costs 1,624 Sales and marketing 334 General and administrative — Income from discontinued operations before provision for income taxes 5,123 Income tax expense — Income from discontinued operations, net of tax $ 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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 499 | $ 484 | $ 583 |
Charged to costs and expenses | 161 | 90 | 61 |
Write-offs, net of recoveries | 34 | 75 | 160 |
Balance at end of period | $ 626 | $ 499 | $ 484 |
Allowance for Advertiser Credit
Allowance for Advertiser Credits Activity (Detail) - Allowances for Advertiser Credits [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 938 | $ 525 | $ 1,018 |
Additions charged against revenue | 65 | 1,592 | 263 |
Credits processed | 390 | 1,179 | 756 |
Balance at end of period | $ 613 | $ 938 | $ 525 |
Description of Business and S27
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017USD ($)EntityDistributorAgencyshares | Dec. 31, 2016USD ($)DistributorAgencyshares | Dec. 31, 2015USD ($)DistributorAgencyshares | Jan. 02, 2017USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Property and equipment, estimated useful lives | 3 years | ||||
Goodwill | $ | $ 0 | $ 0 | |||
Advertising costs | $ | $ 1,600,000 | $ 2,000,000 | $ 2,400,000 | ||
U.S. federal income tax rates | 34.00% | 34.00% | |||
Number of financial institution | Entity | 2 | ||||
Number of distribution partners that were paid consolidated revenue | Distributor | 0 | 0 | 0 | ||
Customer Contracts | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Average amortization period | 24 months | ||||
Equity Option | Class B | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Anti-dilutive shares | shares | 5,713 | 7,678 | 8,937 | ||
Restricted Stock | Class B | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Anti-dilutive shares | shares | 710 | 875 | 785 | ||
Restricted Stock Units | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Anti-dilutive shares | shares | 1,161 | 1,882 | 1,437 | ||
Consolidated Revenue | Customer Concentration Risk | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Number of advertising agencies | Agency | 1 | 1 | 1 | ||
Concentration risk, percentage | 10.00% | 20.00% | 18.00% | ||
Consolidated Accounts Receivable | Customer Concentration Risk | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Number of advertising agencies | Agency | 1 | 1 | 1 | ||
Concentration risk, percentage | 21.00% | 26.00% | |||
Consolidated Accounts Receivable | Customer Concentration Risk | Other Advertising Agency | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Concentration risk, percentage | 11.00% | ||||
Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Unrecognized excess tax benefits | $ | $ 3,700,000 | ||||
Scenario Plan | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
U.S. federal income tax rates | 21.00% | ||||
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% | 10.00% | ||
Maximum | Customer Contracts | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Expected amortization period when company obtains a contact | 1 year | ||||
Maximum | Consolidated Accounts Receivable | Customer Concentration Risk | Other Advertising Agency | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Concentration risk, percentage | 10.00% | ||||
Leasehold Improvements | Minimum | |||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||||
Property and equipment, estimated useful lives | 5 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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 20.00% | 18.00% |
Advertiser A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 21.00% | 23.00% | 29.00% |
Advertiser B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17.00% | 23.00% | 19.00% |
Schedules of Concentration of29
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Customer Concentration Risk - Consolidated Accounts Receivable | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 21.00% | 26.00% |
Advertiser A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | 11.00% |
Advertiser B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 31.00% | 30.00% |
Advertiser C | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | 15.00% |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||
Net loss from continuing operations | $ (6,087) | $ (84,066) | $ (597) |
Dividends applicable to participating securities | (355) | (37) | |
Net income (loss) applicable to common stockholders | (6,442) | (84,066) | 26,684 |
Numerator: | |||
Net loss from continuing operations | (6,087) | (84,066) | (597) |
Class A | |||
Numerator: | |||
Net loss from continuing operations | (786) | (10,452) | (81) |
Net loss from continuing operations applicable to common stockholders | (786) | (10,452) | (81) |
Discontinued operations, net of tax | 3,472 | ||
Net income (loss) applicable to common stockholders | $ (786) | $ (10,452) | $ 3,391 |
Denominator: | |||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 5,056 | 5,190 | 5,233 |
Basic net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (0.16) | $ (2.01) | $ (0.01) |
Discontinued operations, net of tax | 0.66 | ||
Basic net income (loss) per share applicable to common stockholders | $ (0.16) | $ (2.01) | $ 0.65 |
Numerator: | |||
Net loss from continuing operations | $ (786) | $ (10,452) | $ (81) |
Net loss from continuing operations applicable to common stockholders | (786) | (10,452) | (81) |
Discontinued operations, net of tax | 3,472 | ||
Diluted discontinued operations, net of tax | 3,472 | ||
Net income (loss) applicable to common stockholders | $ (786) | $ (10,452) | $ 3,391 |
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 5,056 | 5,190 | 5,233 |
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 5,056 | 5,190 | 5,233 |
Diluted net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (0.16) | $ (2.01) | $ (0.01) |
Discontinued operations, net of tax | 0.66 | ||
Diluted net income (loss) per share applicable to common stockholders | $ (0.16) | $ (2.01) | $ 0.65 |
Class B | |||
Numerator: | |||
Net loss from continuing operations | $ (5,301) | $ (73,614) | $ (516) |
Dividends applicable to participating securities | (355) | (37) | |
Net loss from continuing operations applicable to common stockholders | (5,656) | (73,614) | (553) |
Discontinued operations, net of tax | 23,846 | ||
Net income (loss) applicable to common stockholders | $ (5,656) | $ (73,614) | $ 23,293 |
Denominator: | |||
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 37,657 | 36,550 | 35,935 |
Basic net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (0.15) | $ (2.01) | $ (0.01) |
Discontinued operations, net of tax | 0.66 | ||
Basic net income (loss) per share applicable to common stockholders | $ (0.15) | $ (2.01) | $ 0.65 |
Numerator: | |||
Net loss from continuing operations | $ (5,301) | $ (73,614) | $ (516) |
Dividends applicable to participating securities | (355) | (37) | |
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | (786) | (10,452) | (81) |
Net loss from continuing operations applicable to common stockholders | (6,442) | (84,066) | (634) |
Discontinued operations, net of tax | 23,846 | ||
Diluted discontinued operations, net of tax | 27,318 | ||
Net income (loss) applicable to common stockholders | $ (6,442) | $ (84,066) | $ 26,684 |
Weighted average number of shares outstanding used to calculate basic net income (loss) per share | 37,657 | 36,550 | 35,935 |
Conversion of Class A to Class B common shares outstanding | 5,056 | 5,190 | 5,233 |
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share | 42,713 | 41,740 | 41,168 |
Diluted net income (loss) per share: | |||
Net loss from continuing operations applicable to common stockholders | $ (0.15) | $ (2.01) | $ (0.01) |
Discontinued operations, net of tax | 0.66 | ||
Diluted net income (loss) per share applicable to common stockholders | $ (0.15) | $ (2.01) | $ 0.65 |
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 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 28,083 | $ 29,142 |
Less: accumulated depreciation and amortization | [1] | (25,678) | (25,585) |
Property and equipment, net | [1] | 2,405 | 3,557 |
Computer and Other Related Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 19,157 | 18,467 |
Purchased and Internally Developed Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 6,687 | 6,811 |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 1,071 | 1,493 |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 1,168 | $ 2,371 |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $19.5 million and $21.7 million at December 31, 2016 and 2017, respectively. |
Property and Equipment (Parenth
Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 28,083 | $ 29,142 |
Accumulated depreciation and amortization | [1] | 25,678 | 25,585 |
Fully Depreciated Fixed Assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 21,700 | 19,500 | |
Accumulated depreciation and amortization | $ 21,700 | $ 19,500 | |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $19.5 million and $21.7 million at December 31, 2016 and 2017, respectively. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 2.8 | $ 3.2 | $ 3.6 |
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, 2017USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2018 | $ 1,370 |
Facilities operating leases 2019 | 1,476 |
Facilities operating leases 2020 | 1,520 |
Facilities operating leases 2021 | 1,566 |
Facilities operating leases 2022 and after | 5,417 |
Facilities operating leases Total minimum payments | 11,349 |
Other contractual obligations 2018 | 2,634 |
Other contractual obligations 2019 | 811 |
Other contractual obligations 2020 | 1 |
Other contractual obligations 2021 | 0 |
Other contractual obligations 2022 and after | 0 |
Other contractual obligations, Total minimum payments | 3,446 |
Total 2,018 | 4,004 |
Total 2,019 | 2,287 |
Total 2,020 | 1,521 |
Total 2,021 | 1,566 |
Total 2022 and after | 5,417 |
Total minimum payments | $ 14,795 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Amended lease period | 84 months | |||
Payments for lease termination fee | $ 671,000 | |||
Lease expiration date | Mar. 31, 2025 | |||
Contribution as credit against lease payments | $ 180,000 | |||
Letter of credit amount payable | 575,000 | |||
Reduction in letters of credit | $ 100,000 | |||
Rent expense | $ 2,000,000 | $ 2,000,000 | $ 1,900,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2017 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | ||||||
U.S. federal income tax rates | 34.00% | 34.00% | ||||
Deferred tax balances, net | $ 14,413 | |||||
Unrecognized Tax Benefits | 1,122 | $ 1,070 | $ 3,700 | $ 888 | $ 717 | |
Valuation allowance | 32,668 | 44,522 | $ 34,500 | |||
Change in the valuation allowance | (12,100) | 10,000 | ||||
Federal | ||||||
Income Tax [Line Items] | ||||||
Net operating loss carryforwards | 75,400 | |||||
Federal | Earliest Tax Year | ||||||
Income Tax [Line Items] | ||||||
Net operating loss carryforwards | 1,700 | $ 1,700 | ||||
Research and Development Tax Credit | ||||||
Income Tax [Line Items] | ||||||
Net operating loss carryforwards | 5,000 | |||||
State and City | ||||||
Income Tax [Line Items] | ||||||
Net operating loss carryforwards | $ 5,500 | |||||
Net operating loss carryforwards expiration year | 2,025 | |||||
Scenario Plan | ||||||
Income Tax [Line Items] | ||||||
U.S. federal income tax rates | 21.00% |
Loss from Continuing Operations
Loss from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (6,022) | $ (83,920) | $ (573) |
Foreign | (23) | (92) | 3 |
Loss from continuing operations before provision for income taxes | $ (6,045) | $ (84,012) | $ (570) |
Provision for Income Taxes from
Provision for Income Taxes from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current provision | |||
State | $ 42 | $ 54 | $ 27 |
Deferred provision (benefit) | |||
Federal | 14,638 | (9,830) | 1,187 |
Valuation allowance | (14,638) | 9,830 | (1,187) |
Total income tax expense | $ 42 | $ 54 | $ 27 |
Computation of Income Tax Expen
Computation of Income Tax Expense from Continuing Operations Using Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||||
Income tax benefit at U.S. statutory rate | $ (2,055) | $ (28,564) | $ (194) | |
State taxes, net of valuation allowance | 28 | 35 | 17 | |
Stock-based compensation | [1] | 2,396 | 489 | 802 |
Non-deductible goodwill | 16,917 | |||
Impact of 2017 Tax Act | 14,413 | |||
Valuation allowance | (14,638) | 9,830 | (1,187) | |
Research tax credits | (156) | (541) | (510) | |
Other expenses | 54 | 1,888 | 1,099 | |
Total income tax expense | $ 42 | $ 54 | $ 27 | |
[1] | Includes non-deductible stock-based compensation and beginning in 2017, excess tax benefits and shortfalls from stock-based compensation. |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Accrued liabilities not currently deductible | $ 721 | $ 1,323 | |
Intangible assets-excess of financial statement over tax amortization | 939 | 2,045 | |
Goodwill recognized on financial statements in excess of tax amortization | 3,750 | 8,683 | |
Stock-based compensation | 1,680 | 4,181 | |
Federal net operating losses | 15,887 | 17,619 | |
State and city net operating loss carryforwards | 5,403 | 6,330 | |
Research & experimental tax credit carryforwards | 3,832 | 3,676 | |
Other | 456 | 665 | |
Gross deferred tax assets | 32,668 | 44,522 | |
Valuation allowance | (32,668) | (44,522) | $ (34,500) |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Gross tax contingencies, beginning balance | $ 1,070 | $ 888 | $ 717 |
Gross increases to tax positions associated with prior periods | 0 | 0 | 0 |
Gross increases to current period tax positions | 52 | 182 | 171 |
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 | $ 1,122 | $ 1,070 | $ 888 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) | Feb. 28, 2015shares | Oct. 31, 2016shares | May 31, 2016shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jan. 01, 2018shares | Jan. 01, 2017shares | 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 | |||||||||||
Treasury stock acquired, value | $ | $ 365,000 | $ 3,803,000 | ||||||||||
Total amount of quarterly dividends declared | $ | $ 0 | |||||||||||
Dividends payable | $ | $ 21,907,000 | |||||||||||
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 | |||||||||
Unrecognized stock option compensation not yet recognized | $ | 2,500,000 | |||||||||||
Proceed from exercise of stock option | $ | 89,000 | $ 242,000 | $ 220,000 | |||||||||
Repurchase of stock for tax withholding | 97,000 | 70,000 | ||||||||||
Vested, Shares | 284,000 | 257,000 | ||||||||||
Minimum withholding tax, remitted in cash | $ | $ 297,000 | $ 284,000 | ||||||||||
Options vested | 139,000 | |||||||||||
Granted, Shares | 108,000 | |||||||||||
Options contractual term | 10 years | |||||||||||
Stock-based compensation expense | $ | $ 4,597,000 | 10,183,000 | 10,025,000 | |||||||||
Stock purchased by eligible employee | 9,906 | |||||||||||
Executive Officer | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 2,400,000 | $ 661,000 | ||||||||||
Maximum | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 3.07 | |||||||||||
Minimum | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.58 | |||||||||||
Equity Option | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 9 months 18 days | |||||||||||
Accelerated vesting, shares | 288,877 | 27,000 | ||||||||||
Restricted Stock | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 3 months 18 days | |||||||||||
Unrecognized compensation expense | $ | $ 5,000,000 | |||||||||||
Vested, Shares | 855,000 | |||||||||||
Accelerated vesting, shares | 190,187 | 33,000 | ||||||||||
Granted, Shares | 622,000 | |||||||||||
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 | 15,844,158 | |||||||||||
Stock Incentive Plan 2012 | Minimum | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Stock incentive plan, shares authorized | 2,152,989 | |||||||||||
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 | ||||||||||
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 | ||||||||||
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 | ||||||||||
Subsequent Event | Stock Incentive Plan 2012 | Minimum | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Stock incentive plan, shares authorized | 2,189,624 | |||||||||||
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 | ||||||||||
Treasury stock acquired, value | $ | $ 365,000 | $ 3,800,000 | ||||||||||
Treasury stock, shares retired | 239,000 | 720,000 | 1,375,000 | |||||||||
Quarterly dividends declared per share | $ / shares | $ 0.02 | $ 0.02 | $ 0.50 | |||||||||
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 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 | $ 0.50 | |||||||||
Class A and Class B | ||||||||||||
Shareholders Equity And Share Based Payments [Line Items] | ||||||||||||
Total amount of quarterly dividends declared | $ | $ 1,700,000 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 4,597 | $ 10,183 | $ 10,024 |
Service Costs | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 515 | 693 | 1,189 |
Sales and Marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 1,014 | 1,738 | 1,307 |
Product Development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 679 | 1,569 | 2,410 |
General and Administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 2,389 | $ 6,183 | $ 5,118 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.68% | 0.86% | 1.13% |
Risk-free interest rate, maximum | 2.09% | 1.70% | 1.56% |
Expected volatility, minimum | 54.00% | 56.00% | 59.00% |
Expected volatility, maximum | 56.00% | 58.00% | 65.00% |
Weighted average expected volatility | 56.00% | 58.00% | 62.00% |
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 | 4 years |
Expected dividend yield | 0.00% | 0.00% | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 3.91% | 0.36% |
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, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options and restricted stock available for grant, Beginning Balance | 3,646,000 | ||
Options and restricted stock available for grant, increase to pool | 2,153,000 | ||
Options granted | (1,262,000) | ||
Restricted stock granted | (108,000) | ||
Options exercised | 33,000 | ||
Options expired | 2,250,000 | ||
Options forfeited | 944,000 | ||
Options and restricted stock available for grant, Ending Balance | 7,762,000 | 3,646,000 | |
Options exercisable at December 31, 2017 | 3,860,000 | ||
Number of shares, Beginning Balance | 7,678,000 | ||
Options granted, Shares | 1,262,000 | ||
Options exercised, Shares | (33,000) | ||
Options expired, Shares | (2,250,000) | ||
Options forfeited, Shares | (944,000) | ||
Number of shares, Ending Balance | 5,713,000 | 7,678,000 | |
Weighted average exercise price, Beginning Balance | $ 5.97 | ||
Options granted, Weighted average exercise price | 2.75 | ||
Options exercised, Weighted average exercise price | 2.75 | ||
Options expired, Weighted average exercise price | 6.61 | ||
Options forfeited, Weighted average exercise price | 4.10 | ||
Weighted average exercise price, Ending Balance | 5.33 | $ 5.97 | |
Options exercisable at December 31, 2017 | $ 6.25 | ||
Weighted average remaining contractual term, End of the period | 5 years 11 months 4 days | 5 years 26 days | |
Weighted Average Remaining Contractual Term, Options exercisable at December 31, 2016 | 4 years 6 months 18 days | ||
Aggregate intrinsic value, Outstanding Ending Balance | $ 604 | $ 0 | |
Aggregate intrinsic value, Options exercisable at December 31, 2016 | $ 3 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted | (622,000) | ||
Restricted stock forfeited | 653,000 |
Stock Compensation Activity (De
Stock Compensation Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted | $ 1.29 | $ 2.05 | $ 2.13 |
Intrinsic value of options exercised (in thousands) | $ 11 | $ 23 | $ 36 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant date fair value of restricted stock vested (in thousands) | $ 3,686 | $ 5,612 | $ 7,657 |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - $ / shares | Feb. 28, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, Shares | 108,000 | |||
Vested, Shares | (284,000) | (257,000) | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested Shares, Beginning Balance | 2,757,000 | |||
Granted, Shares | 622,000 | |||
Vested, Shares | (855,000) | |||
Forfeited, Shares | (653,000) | |||
Unvested Shares, Ending Balance | 1,871,000 | 2,757,000 | ||
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 | 4.31 | |||
Forfeited, Weighted average grant date fair value | 4.20 | |||
Weighted average grant date fair value, Ending Balance | $ 3.25 | $ 3.90 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Postemployment Benefits [Abstract] | |||
Cash Contributions | $ 253,000 | $ 288,000 | $ 276,000 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 63,305,000 | |
Goodwill | $ 0 | $ 0 |
Segment Reporting and Geograp51
Segment Reporting and Geographic Information - Additional Information (Detail) - Segment | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 1 | 1 | 2 |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information | |||
Revenue | $ 90,291 | $ 129,547 | $ 143,013 |
Operating expenses | 96,652 | 150,139 | 145,016 |
Loss from operations | (6,361) | (83,897) | (507) |
Less reconciling items: | |||
Stock-based compensation | 4,597 | 10,183 | 10,024 |
Acquisition and disposition related costs | 662 | 219 | |
Gain on sale of Archeo assets | (1,496) | ||
Interest expense and other, net | (316) | 115 | 63 |
Loss from continuing operations before provision for income taxes | $ (6,045) | $ (84,012) | (570) |
Operating Segments | |||
Segment Reporting Information | |||
Revenue | 143,013 | ||
Operating expenses | 134,773 | ||
Loss from operations | 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) | ||
Operating Segments | Call driven | |||
Segment Reporting Information | |||
Revenue | 139,886 | ||
Operating expenses | 132,077 | ||
Loss from operations | 7,809 | ||
Operating Segments | Archeo | |||
Segment Reporting Information | |||
Revenue | 3,127 | ||
Operating expenses | 2,696 | ||
Loss from operations | $ 431 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Consolidated Revenue | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Segment Reporting Information | ||||
Revenues by geographic region | 100.00% | 100.00% | 100.00% | |
United States | ||||
Segment Reporting Information | ||||
Revenues by geographic region | 96.00% | 97.00% | 97.00% | |
Canada | ||||
Segment Reporting Information | ||||
Revenues by geographic region | 4.00% | 3.00% | 3.00% | |
Other Countries | ||||
Segment Reporting Information | ||||
Revenues 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) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Expenses: | |
Income from discontinued operations, net of tax | $ 5,123 |
Archeo Domain Operations | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Revenue | 7,081 |
Expenses: | |
Service costs | 1,624 |
Sales and marketing | 334 |
Income from discontinued operations before provision for income taxes | 5,123 |
Income from discontinued operations, net of tax | $ 5,123 |
Discontinued Operations, Disp55
Discontinued Operations, Dispositions and Other - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Discontinued operation, amortization expenses | $ 16,000 | ||
Cash proceeds from sale of discontinued operations | 28,100,000 | ||
Gain on sale of Archeo assets | 1,496,000 | ||
Income from continuing operations before provision for income taxes | $ (6,045,000) | $ (84,012,000) | (570,000) |
Employee separation and facility termination related costs incurred | 1,600,000 | ||
Employee separation and facility termination related costs accrued and paid | $ 700,000 | $ 354,000 | |
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 | 1,500,000 | ||
Income from continuing operations before provision for income taxes | $ 431,000 |