Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 06, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MCHX | |
Entity Registrant Name | MARCHEX INC | |
Entity Central Index Key | 1,224,133 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
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 | 36,926,629 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 78,605 | $ 104,190 |
Accounts receivable, net | 13,646 | 14,860 |
Prepaid expenses and other current assets | 2,322 | 2,041 |
Total current assets | 94,573 | 121,091 |
Property and equipment, net | 2,797 | 2,405 |
Other assets, net | 919 | 326 |
Total assets | 98,289 | 123,822 |
Current liabilities: | ||
Accounts payable | 5,258 | 4,928 |
Accrued expenses and other current liabilities | 5,804 | 5,585 |
Deferred revenue and deposits | 1,165 | 313 |
Dividends payable | 21,907 | |
Total current liabilities | 12,227 | 32,733 |
Other non-current liabilities | 1,155 | 1,090 |
Total liabilities | 13,382 | 33,823 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Additional paid-in capital | 340,047 | 343,268 |
Accumulated deficit | (255,561) | (253,709) |
Total stockholders’ equity | 84,907 | 89,999 |
Total liabilities and stockholders’ equity | 98,289 | 123,822 |
Class A | ||
Stockholders’ equity: | ||
Common stock | 53 | 53 |
Class B | ||
Stockholders’ equity: | ||
Common stock | $ 368 | $ 387 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 36,798,000 | 38,736,000 |
Common stock, shares outstanding | 36,798,000 | 38,736,000 |
Restricted stock, shares outstanding | 586,000 | 710,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 20,006 | $ 22,053 | $ 62,120 | $ 68,444 |
Expenses: | ||||
Sales and marketing | 3,330 | 3,612 | 10,275 | 12,075 |
Product development | 3,861 | 4,256 | 11,382 | 13,809 |
General and administrative | 2,570 | 3,144 | 8,083 | 10,568 |
Acquisition related costs | 110 | 110 | ||
Total operating expenses | 20,748 | 22,929 | 64,934 | 74,142 |
Loss from operations | (742) | (876) | (2,814) | (5,698) |
Interest income and other, net | 296 | 77 | 805 | 134 |
Loss before provision for income taxes | (446) | (799) | (2,009) | (5,564) |
Income tax expense | 11 | 12 | 32 | 37 |
Net loss applicable to common stockholders | $ (457) | $ (811) | $ (2,041) | $ (5,601) |
Basic and diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Service Costs | ||||
Expenses: | ||||
Service costs | $ 10,877 | $ 11,917 | $ 35,084 | $ 37,690 |
Class A | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (56) | $ (96) | $ (244) | $ (665) |
Shares used to calculate basic net loss per share applicable to common stockholders: | ||||
Shares used to calculate basic net loss per share applicable to common stockholders | 5,056 | 5,056 | 5,056 | 5,056 |
Shares used to calculate diluted net loss per share applicable to common stockholders: | ||||
Shares used to calculate diluted net loss per share applicable to common stockholders | 5,056 | 5,056 | 5,056 | 5,056 |
Class B | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (401) | $ (715) | $ (1,797) | $ (4,936) |
Shares used to calculate basic net loss per share applicable to common stockholders: | ||||
Shares used to calculate basic net loss per share applicable to common stockholders | 36,127 | 37,820 | 37,243 | 37,565 |
Shares used to calculate diluted net loss per share applicable to common stockholders: | ||||
Shares used to calculate diluted net loss per share applicable to common stockholders | 41,183 | 42,876 | 42,299 | 42,621 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Net loss | $ (2,041) | $ (5,601) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization and depreciation | 1,360 | 2,266 |
Allowance for doubtful accounts and advertiser credits | 335 | 673 |
Stock-based compensation | 2,335 | 3,500 |
Change in certain assets and liabilities: | ||
Accounts receivable, net | 879 | 3,356 |
Prepaid expenses, other current assets and other assets | (268) | 63 |
Accounts payable | 401 | (1,525) |
Accrued expenses and other current liabilities | 207 | (1,003) |
Deferred revenue and deposits | 853 | (14) |
Other non-current liabilities | 1 | (23) |
Net cash provided by operating activities | 4,062 | 1,692 |
Investing Activities: | ||
Purchases of property and equipment | (1,580) | (1,274) |
Purchases of intangible assets and other assets | (576) | (15) |
Net cash used in investing activities | (2,156) | (1,289) |
Financing Activities: | ||
Repurchases of Class B common stock | (5,673) | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 93 | 24 |
Common stock cash dividends paid | (21,911) | |
Net cash provided by (used in) financing activities | (27,491) | 24 |
Net increase (decrease) in cash and cash equivalents | (25,585) | 427 |
Cash and cash equivalents at beginning of period | 104,190 | 103,950 |
Cash and cash equivalents at end of period | $ 78,605 | $ 104,377 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a call analytics company that helps businesses connect, drive, measure, and convert callers into customers. The Company provides products and services for businesses of all sizes that depend on calls to drive sales. The Company’s analytics technology can facilitate call quality, analyze calls and measure the outcomes of calls. The Company also delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect consumers with businesses over the phone. The accompanying unaudited condensed consolidated financial statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any other period. The balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2017, as amended, and filed with the SEC. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (2) Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions. Except for the changes below, the Company has consistently applied the accounting policies to all periods presented in these condensed consolidated financial statements. FASB ASC Topic 606, Revenue from Contracts with Customers is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted on January 1, 2018 using the modified retrospective approach for all contracts not completed as of the date of initial application, referred to as open contracts. Therefore, the comparative information has not been adjusted and continues to be reported under ASC 605. The primary impact upon adoption of the standard relates to the deferral (i.e. capitalization) of incremental contract acquisition costs which are recorded as other non-current assets in the balance sheet and the recognition (i.e. amortization) of them in sales and marketing expenses in the statements of operations over the term of the initial contract and anticipated renewal contracts to which the costs relate. The Company recognized a $189,000 decrease to accumulated deficit as of January 1, 2018 for the cumulative impact of adoption of the amended guidance associated with the incremental contract acquisition costs on open contracts that were capitalized. The impact of the adoption of ASC 606 on on the unaudited consolidated balance sheet at September 30, 2018 was not significant. Recent Accounting Pronouncement(s) Not Yet Effective In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) (ASU 2016-02) Leases (Topic 842) – Targeted Improvements (ASU 2018-11) 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), |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | (3) Revenue Recognition The Company generates the majority of its revenues from advertisers for its performance based advertising services, which include the 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. Customers typically receive the benefit of the Company’s services as they are performed and substantially all the Company’s revenue is recognized over time as the services are performed. 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. Revenue is recognized as services are provided over time, which is generally measured by the delivery of each call or call related data element or each phone number tracked. 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. 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. Each qualified phone call or specified action on a listing represents a completed transaction. Revenue is recognized as services are provided upon the delivery of a qualified phone call or completed 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 or other actions on these listings. The Company acts as the principal with the advertiser for revenue call transactions, and is responsible for the fulfillment of services. The Company recognizes revenue for these fees under the gross revenue recognition method. 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. Revenue is recognized over time as services are provided. The reseller partners engage the advertisers and are the principal for the transaction, 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 principal and recognizes revenue for these fees under the gross revenue recognition method. For the three and nine months ended September 30, 2018, revenues disaggregated by service type were $18.4 million and $56.9 million for performance based advertising services, respectively, and $1.6 million and $5.2 million for local leads services, respectively. The majority of the Company’s customers are invoiced on a monthly basis following the month of the delivery of services and are required to make payments under standard credit terms. The Company establishes an allowance for advertiser credits, which is included in accrued expense and other current liabilities in the balance sheet as of September 30, 2018, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. During the three and nine months ended September 30, 2018, revenue recognized that was included in the contract liabilities balance at the beginning of the period was insignificant. The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation based on its relative standalone selling price and recognized when revenue recognition criteria for each performance obligation are met. The standalone selling price for each performance obligation is established based on the sales price at which the Company would sell a promised good or service separately to a customer or the estimated standalone selling price. 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. The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales commissions, are generally deferred and amortized to sales and marketing expense over the estimated life of the relevant customer relationship of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of September 30, 2018, the Company had $342,000 of net deferred contract costs and the amortization associated with these costs was $90,000 and $233,000 for the three and nine months ended September 30, 2018, respectively. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Plans | (4) Stock-based Compensation Plans The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 Service costs $ 385 $ 338 $ 130 $ 108 Sales and marketing 768 411 299 125 Product development 497 276 199 94 General and administrative 1,850 1,310 534 375 Total stock-based compensation $ 3,500 $ 2,335 $ 1,162 $ 702 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. The expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. For the nine months ended September 30, 2018, the Company used an expected dividend yield for grants prior to the record date of the Company’s common stock cash dividend payment in March 2018. The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 Expected life (in years) 4.0-6.25 4.0-6.25 4.0-6.25 4.0-6.25 Risk-free interest rate 1.68-1.96% 2.54%-2.93% 1.71-1.96% 2.86%-2.93% Expected volatility 55-56% 42%-53% 55% 42%-49% Expected dividend yield 0% 0%-3.57% 0% 0% Stock option activity during the nine months ended September 30, 2018 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2017 5,713 $ 5.33 5.93 Options granted 677 2.83 Options forfeited (274 ) 3.24 Options expired (659 ) 6.05 Options exercised (25 ) 2.66 Balance at September 30, 2018 5,432 $ 5.05 5.72 Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions. Restricted stock awards and restricted stock unit activity during the nine months ended September 30, 2018 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2017 1,871 $ 3.25 Granted 120 2.93 Vested (484 ) 4.47 Forfeited (387 ) 3.31 Unvested balance at September 30, 2018 1,120 $ 3.56 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | (5) 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 the Company’s common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2017 2018 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (665 ) $ (4,936 ) $ (244 ) $ (1,797 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,565 5,056 37,243 Basic net loss per share applicable to common stockholders $ (0.13 ) $ (0.13 ) $ (0.05 ) $ (0.05 ) Three months ended September 30, 2017 2018 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (96 ) $ (715 ) $ (56 ) $ (401 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,820 5,056 36,127 Basic net loss per share applicable to common stockholders $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2017 2018 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ (665 ) $ (4,936 ) $ (244 ) $ (1,797 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (665 ) — (244 ) Diluted net loss applicable to common stockholders $ (665 ) $ (5,601 ) $ (244 ) $ (2,041 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,565 5,056 37,243 Conversion of Class A to Class B common shares outstanding — 5,056 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,621 5,056 42,299 Diluted net loss per share applicable to common stockholders $ (0.13 ) $ (0.13 ) $ (0.05 ) $ (0.05 ) Three months ended September 30, 2017 2018 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ (96 ) $ (715 ) $ (56 ) $ (401 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (96 ) — (56 ) Diluted net loss applicable to common stockholders $ (96 ) $ (811 ) $ (56 ) $ (457 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,820 5,056 36,127 Conversion of Class A to Class B common shares outstanding — 5,056 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,876 5,056 41,183 Diluted net loss per share applicable to common stockholders $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the three and nine months ended September 30, 2017 and 2018, outstanding options to acquire 6,277 and 5,432 shares, respectively of Class B common stock. • For the three and nine months ended September 30, 2017 and 2018, 748 and 585 shares of unvested Class B restricted common shares, respectively. • For the three and nine months ended September 30, 2017 and 2018, 1,381 and 535 restricted stock units, respectively. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2018 | |
Risks And Uncertainties [Abstract] | |
Concentrations | (6) Concentrations The Company maintains substantially all of its cash and cash equivalents with two financial institutions and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. At various points during the nine months ended September 30, 2017 and 2018, the Company held cash equivalents in deposit sweep accounts with these same financial institutions. These Level 2 assets were fully liquidated prior to September 30, 2017 and 2018. The advertisers representing more than 10% of revenue are as follows (in percentages): Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 Advertiser A 22 % 22 % 21 % 25 % Advertiser B 16 % 21 % 15 % 16 % Advertiser A is also a distribution partner. The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages): At December 2017 At September 30, 2018 Advertiser A 17 % 13 % Advertiser B 31 % 29 % Advertiser C 10 % * * Less than 10% of accounts receivable. 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 12% and 15% of revenue for the three and nine months ended September 30, 2018, respectively, and less than 10% of revenue for the three and nine months ended September 30, 2017. This same advertising agency represented 21% and 22% of accounts receivable as of December 31, 2017 and September 30, 2018, respectively. One other advertising agency represented 11% and less than 10% of accounts receivable as of December 31, 2017 and September 30, 2018, respectively. A significant amount of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or, if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors. There were no distribution partners paid more than 10% of revenue for the three and nine months ended September 30, 2017 and 2018. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (7) Segment Reporting and Geographic Information Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. For the periods presented, we operated as a single segment. Revenues from advertisers by geographical areas are tracked on the basis of the location of the advertiser. The vast majority of the Company’s revenue and accounts receivable are derived from domestic sales to advertisers engaged in various mobile, online and other activities. Revenues by geographic region are as follows (in percentages): Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 United States 96 % 99 % 96 % 99 % Canada 4 % 1 % 4 % 1 % Other countries * * * * 100 % 100 % 100 % 100 % * Less than 1% of revenue. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (8) Property and Equipment Property and equipment consisted of the following (in thousands): At December 31, 2017 At September 30, 2018 Computer and other related equipment $ 19,157 $ 20,126 Purchased and internally developed software 6,687 6,690 Furniture and fixtures 1,071 1,000 Leasehold improvements 1,168 1,230 $ 28,083 $ 29,046 Less: Accumulated depreciation and amortization (25,678 ) (26,249 ) Property and equipment, net $ 2,405 $ 2,797 Depreciation and amortization expense related to property and equipment was approximately $786,000 and $336,000 for the three months ended September 30, 2017 and 2018, respectively. Depreciation and amortization expense related to property and equipment was approximately $2.3 million and $1.1 million for the nine months ended September 30, 2017 and 2018, respectively. |
Commitments, Contingencies, Tax
Commitments, Contingencies, Taxes and Other | 9 Months Ended |
Sep. 30, 2018 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Commitments, Contingencies, Taxes and Other | (9) Commitments, Contingencies, Taxes and Other (a) Commitments The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements and recognizes rent expense on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. Other contractual obligations primarily relate to minimum contractual payments due to outside service providers. Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2018 $ 361 $ 861 $ 1,222 2019 1,476 2,006 3,482 2020 1,520 117 1,637 2021 1,566 4 1,570 2022 and after 5,417 4 5,421 Total minimum payments $ 10,340 $ 2,992 $ 13,332 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 2018, the lessor refunded the previously provided security deposit and the Company provided a letter of credit to the lessor in the amount of $575,000, which will be reduced by $100,000 annually starting in April 2019. The letter of credit is collateralized by a $575,000 certificate of deposit which is restricted in use and is included in other assets in the Company’s condensed consolidated balance sheet as of September 30, 2018. Rent expense incurred by the Company was approximately $651,000 and $369,000 for the three months ended September 30, 2017 and 2018, respectively, and was approximately $1.6 million and $1.1 million for the nine months ended September 30, 2017 and 2018, respectively. (b) Contingencies The Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. In some agreements to which the Company is a party, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to our contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material. While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity. (c) Taxes The Company determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100% valuation allowance against these deferred tax assets as of December 31, 2017 and September 30, 2018. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considered the future reversal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized. From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact our effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The Company files U.S. federal, certain U.S. states, and certain foreign tax returns. Generally, U.S. federal, U.S. state, and foreign tax returns filed for years after 2012 are within the statute of limitations and are under examination or may be subject to examination. (d) Other In the first quarter of 2017, the Company incurred approximately $700,000 of employee separation related costs as part of savings measures implemented in 2017, all of which were paid in the first half of 2017. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common Stock | (10) Common Stock In November 2014, the Company’s board of directors authorized a share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. The Company did not repurchase any Class B common stock under the 2014 Repurchase Program for the nine months ended September 30, 2018. In May 2018, the Company repurchased approximately 2.3 million shares of its Class B common stock for approximately $5.7 million from a former member of the Company’s board of directors. The Company’s board of directors approved the repurchase transaction and the Company retired these shares in the second quarter of 2018. In December 2017, the Company declared a special cash dividend in the amount of $0.50 per share on the Company’s Class A and B common stock and recorded a Dividends Payable of $21.9 million in its consolidated balance sheet at December 31, 2017. The Company paid the total dividend of $21.9 million in the first quarter of 2018. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | (11) Subsequent Event On November 5, 2018, the Company entered into a share purchase agreement with Telmetrics, Inc. (“Telmetrics”), a call and text tracking and analytics company based in Mississauga, Ontario, pursuant to which the Company acquired all of the issued and outstanding shares of Telmetrics. The consideration to Telmetrics’ shareholders consisted of: • approximately $10.1 million in cash at closing; and • future contingent consideration of up to $3.0 million in cash payable on the 12th and 24th month anniversaries of the closing, subject to achieving certain revenue and income growth targets over the corresponding two 12 month periods following the closing. In connection with the closing, the Company issued approximately $500,000 of restricted stock units and options to certain employees of Telmetrics subject to vesting over three and four years, respectively. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Accompanying Unaudited Condensed Consolidated Financial Statements | The accompanying unaudited condensed consolidated financial statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any other period. The balance sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2017, as amended, and filed with the SEC. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. |
Recent Accounting Pronouncement(s) Not Yet Effective | Recent Accounting Pronouncement(s) Not Yet Effective In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Compensation - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07), In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) (ASU 2016-02) Leases (Topic 842) – Targeted Improvements (ASU 2018-11) 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), |
Revenue Recognition | Revenue Recognition The Company generates the majority of its revenues from advertisers for its performance based advertising services, which include the 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. Customers typically receive the benefit of the Company’s services as they are performed and substantially all the Company’s revenue is recognized over time as the services are performed. 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. Revenue is recognized as services are provided over time, which is generally measured by the delivery of each call or call related data element or each phone number tracked. 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. 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. Each qualified phone call or specified action on a listing represents a completed transaction. Revenue is recognized as services are provided upon the delivery of a qualified phone call or completed 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 or other actions on these listings. The Company acts as the principal with the advertiser for revenue call transactions, and is responsible for the fulfillment of services. The Company recognizes revenue for these fees under the gross revenue recognition method. 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. Revenue is recognized over time as services are provided. The reseller partners engage the advertisers and are the principal for the transaction, 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 principal and recognizes revenue for these fees under the gross revenue recognition method. For the three and nine months ended September 30, 2018, revenues disaggregated by service type were $18.4 million and $56.9 million for performance based advertising services, respectively, and $1.6 million and $5.2 million for local leads services, respectively. The majority of the Company’s customers are invoiced on a monthly basis following the month of the delivery of services and are required to make payments under standard credit terms. The Company establishes an allowance for advertiser credits, which is included in accrued expense and other current liabilities in the balance sheet as of September 30, 2018, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. During the three and nine months ended September 30, 2018, revenue recognized that was included in the contract liabilities balance at the beginning of the period was insignificant. The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation based on its relative standalone selling price and recognized when revenue recognition criteria for each performance obligation are met. The standalone selling price for each performance obligation is established based on the sales price at which the Company would sell a promised good or service separately to a customer or the estimated standalone selling price. 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. The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales commissions, are generally deferred and amortized to sales and marketing expense over the estimated life of the relevant customer relationship of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of September 30, 2018, the Company had $342,000 of net deferred contract costs and the amortization associated with these costs was $90,000 and $233,000 for the three and nine months ended September 30, 2018, respectively. |
Stock-Based Compensation | The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. The expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. For the nine months ended September 30, 2018, the Company used an expected dividend yield for grants prior to the record date of the Company’s common stock cash dividend payment in March 2018. |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Expense Included in Operating Expense | Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 Service costs $ 385 $ 338 $ 130 $ 108 Sales and marketing 768 411 299 125 Product development 497 276 199 94 General and administrative 1,850 1,310 534 375 Total stock-based compensation $ 3,500 $ 2,335 $ 1,162 $ 702 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 Expected life (in years) 4.0-6.25 4.0-6.25 4.0-6.25 4.0-6.25 Risk-free interest rate 1.68-1.96% 2.54%-2.93% 1.71-1.96% 2.86%-2.93% Expected volatility 55-56% 42%-53% 55% 42%-49% Expected dividend yield 0% 0%-3.57% 0% 0% |
Summary of Stock Option Activity | Stock option activity during the nine months ended September 30, 2018 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2017 5,713 $ 5.33 5.93 Options granted 677 2.83 Options forfeited (274 ) 3.24 Options expired (659 ) 6.05 Options exercised (25 ) 2.66 Balance at September 30, 2018 5,432 $ 5.05 5.72 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the nine months ended September 30, 2018 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2017 1,871 $ 3.25 Granted 120 2.93 Vested (484 ) 4.47 Forfeited (387 ) 3.31 Unvested balance at September 30, 2018 1,120 $ 3.56 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Loss per Share Basic and Diluted | The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2017 2018 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (665 ) $ (4,936 ) $ (244 ) $ (1,797 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,565 5,056 37,243 Basic net loss per share applicable to common stockholders $ (0.13 ) $ (0.13 ) $ (0.05 ) $ (0.05 ) Three months ended September 30, 2017 2018 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (96 ) $ (715 ) $ (56 ) $ (401 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,820 5,056 36,127 Basic net loss per share applicable to common stockholders $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Nine months ended September 30, 2017 2018 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ (665 ) $ (4,936 ) $ (244 ) $ (1,797 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (665 ) — (244 ) Diluted net loss applicable to common stockholders $ (665 ) $ (5,601 ) $ (244 ) $ (2,041 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,565 5,056 37,243 Conversion of Class A to Class B common shares outstanding — 5,056 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,621 5,056 42,299 Diluted net loss per share applicable to common stockholders $ (0.13 ) $ (0.13 ) $ (0.05 ) $ (0.05 ) Three months ended September 30, 2017 2018 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ (96 ) $ (715 ) $ (56 ) $ (401 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (96 ) — (56 ) Diluted net loss applicable to common stockholders $ (96 ) $ (811 ) $ (56 ) $ (457 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,820 5,056 36,127 Conversion of Class A to Class B common shares outstanding — 5,056 — 5,056 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,876 5,056 41,183 Diluted net loss per share applicable to common stockholders $ (0.02 ) $ (0.02 ) $ (0.01 ) $ (0.01 ) |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue | |
Schedules of Concentration of Risk, by Risk Factor | The advertisers representing more than 10% of revenue are as follows (in percentages): Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 Advertiser A 22 % 22 % 21 % 25 % Advertiser B 16 % 21 % 15 % 16 % |
Accounts Receivable | |
Schedules of Concentration of Risk, by Risk Factor | The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages): At December 2017 At September 30, 2018 Advertiser A 17 % 13 % Advertiser B 31 % 29 % Advertiser C 10 % * Less than 10% of accounts receivable. |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows (in percentages): Nine Months Ended September 30, Three Months Ended September 30, 2017 2018 2017 2018 United States 96 % 99 % 96 % 99 % Canada 4 % 1 % 4 % 1 % Other countries * * * * 100 % 100 % 100 % 100 % * Less than 1% of revenue. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): At December 31, 2017 At September 30, 2018 Computer and other related equipment $ 19,157 $ 20,126 Purchased and internally developed software 6,687 6,690 Furniture and fixtures 1,071 1,000 Leasehold improvements 1,168 1,230 $ 28,083 $ 29,046 Less: Accumulated depreciation and amortization (25,678 ) (26,249 ) Property and equipment, net $ 2,405 $ 2,797 |
Commitments, Contingencies, T_2
Commitments, Contingencies, Taxes and Other (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2018 $ 361 $ 861 $ 1,222 2019 1,476 2,006 3,482 2020 1,520 117 1,637 2021 1,566 4 1,570 2022 and after 5,417 4 5,421 Total minimum payments $ 10,340 $ 2,992 $ 13,332 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Detail) | Jan. 01, 2018USD ($) |
Difference between Revenue Guidance in Effect before and after Topic 606 | ASC 606 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Decrease to accumulated deficit for cumulative impact of adoption | $ 189,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue disaggregated by service type | $ 20,006,000 | $ 22,053,000 | $ 62,120,000 | $ 68,444,000 |
Customer Relationship | ||||
Disaggregation Of Revenue [Line Items] | ||||
Estimated life | 24 months | |||
Customer Contracts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Deferred contract costs, net | 342,000 | $ 342,000 | ||
Amortization associated with deferred contract costs | $ 90,000 | $ 233,000 | ||
Minimum | ||||
Disaggregation Of Revenue [Line Items] | ||||
Performance obligations for contracts, effective term | 1 year | 1 year | ||
Maximum | Customer Contracts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Threshold amortization period when company obtains a contact | 1 year | |||
Advertising Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue disaggregated by service type | $ 18,400,000 | $ 56,900,000 | ||
Local Leads Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue disaggregated by service type | $ 1,600,000 | $ 5,200,000 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 702 | $ 1,162 | $ 2,335 | $ 3,500 |
Service Costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 108 | 130 | 338 | 385 |
Sales and Marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 125 | 299 | 411 | 768 |
Product Development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 94 | 199 | 276 | 497 |
General and Administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 375 | $ 534 | $ 1,310 | $ 1,850 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate, minimum | 2.86% | 1.71% | 2.54% | 1.68% |
Risk-free interest rate, maximum | 2.93% | 1.96% | 2.93% | 1.96% |
Expected volatility | 55.00% | |||
Expected volatility, minimum | 42.00% | 42.00% | 55.00% | |
Expected volatility, maximum | 49.00% | 53.00% | 56.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 4 years | 4 years | 4 years | 4 years |
Expected dividend yield | 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 | 6 years 3 months |
Expected dividend yield | 3.57% |
Summary of Stock Option and Res
Summary of Stock Option and Restricted Stock Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of shares, Beginning Balance | 5,713 | |
Options granted, Shares | 677 | |
Options forfeited, Shares | (274) | |
Options expired, Shares | (659) | |
Options exercised, Shares | (25) | |
Number of shares, Ending Balance | 5,432 | 5,713 |
Weighted average exercise price, Beginning Balance | $ 5.33 | |
Options granted, Weighted average exercise price | 2.83 | |
Options forfeited, Weighted average exercise price | 3.24 | |
Options expired, Weighted average exercise price | 6.05 | |
Options exercised, Weighted average exercise price | 2.66 | |
Weighted average exercise price, Ending Balance | $ 5.05 | $ 5.33 |
Weighted average remaining contractual term, End of the period | 5 years 8 months 19 days | 5 years 11 months 4 days |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018shares | |
Class B | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units holder entitle to receive number of shares of common stock upon certain service conditions | 1 |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 1,871 |
Granted, Shares | shares | 120 |
Vested, Shares | shares | (484) |
Forfeited, Shares | shares | (387) |
Unvested Shares, Ending Balance | shares | 1,120 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 3.25 |
Granted, Weighted average grant date fair value | $ / shares | 2.93 |
Vested, Weighted average grant date fair value | $ / shares | 4.47 |
Forfeited, Weighted average grant date fair value | $ / shares | 3.31 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 3.56 |
Computation of Loss Per Share B
Computation of Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net loss applicable to common stockholders | $ (457) | $ (811) | $ (2,041) | $ (5,601) |
Numerator: | ||||
Net loss applicable to common stockholders | (457) | (811) | (2,041) | (5,601) |
Class A | ||||
Numerator: | ||||
Net loss applicable to common stockholders | $ (56) | $ (96) | $ (244) | $ (665) |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic net loss per share | 5,056 | 5,056 | 5,056 | 5,056 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 5,056 | 5,056 | 5,056 | 5,056 |
Basic net loss per share applicable to common stockholders | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Numerator: | ||||
Net loss applicable to common stockholders | $ (56) | $ (96) | $ (244) | $ (665) |
Diluted net loss applicable to common stockholders | $ (56) | $ (96) | $ (244) | $ (665) |
Diluted net loss per share applicable to common stockholders | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Class B | ||||
Numerator: | ||||
Net loss applicable to common stockholders | $ (401) | $ (715) | $ (1,797) | $ (4,936) |
Denominator: | ||||
Weighted average number of shares outstanding used to calculate basic net loss per share | 36,127 | 37,820 | 37,243 | 37,565 |
Conversion of Class A to Class B common shares outstanding | 5,056 | 5,056 | 5,056 | 5,056 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 41,183 | 42,876 | 42,299 | 42,621 |
Basic net loss per share applicable to common stockholders | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Numerator: | ||||
Net loss applicable to common stockholders | $ (401) | $ (715) | $ (1,797) | $ (4,936) |
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares | (56) | (96) | (244) | (665) |
Diluted net loss applicable to common stockholders | $ (457) | $ (811) | $ (2,041) | $ (5,601) |
Diluted net loss per share applicable to common stockholders | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.13) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity Option | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 5,432 | 6,277 | 5,432 | 6,277 |
Restricted Stock | Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 585 | 748 | 585 | 748 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 535 | 1,381 | 535 | 1,381 |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018EntityAgencyDistributor | Sep. 30, 2017AgencyDistributor | Sep. 30, 2018EntityAgencyDistributor | Sep. 30, 2017AgencyDistributor | Dec. 31, 2017Agency | |
Concentration Risk [Line Items] | |||||
Number of financial institutions | Entity | 2 | 2 | |||
Number of distribution partners that were paid revenue | Distributor | 0 | 0 | 0 | 0 | |
Minimum | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue as criteria for major distribution partners | 10.00% | 10.00% | 10.00% | 10.00% | |
Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of advertising agencies | 1 | 1 | 1 | 1 | |
Concentration risk, percentage | 12.00% | 15.00% | |||
Revenue | Customer Concentration Risk | Maximum | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% | 10.00% | |||
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of advertising agencies | 1 | 1 | |||
Concentration risk, percentage | 22.00% | 21.00% | |||
Accounts Receivable | Customer Concentration Risk | Other Advertising Agency | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11.00% | ||||
Accounts Receivable | Customer Concentration Risk | Other Advertising Agency | Maximum | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10.00% |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Revenue (Detail) - Customer Concentration Risk - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12.00% | 15.00% | ||
Advertiser A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 25.00% | 21.00% | 22.00% | 22.00% |
Advertiser B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 16.00% | 15.00% | 21.00% | 16.00% |
Schedules of Concentration of_2
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Customer Concentration Risk - Accounts Receivable | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 21.00% | |
Advertiser A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 17.00% | |
Advertiser B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 29.00% | 31.00% | |
Advertiser C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Consolidated Revenue | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Segment Reporting Information | |||||
Revenues by geographic region | 100.00% | 100.00% | 100.00% | 100.00% | |
United States | |||||
Segment Reporting Information | |||||
Revenues by geographic region | 99.00% | 96.00% | 99.00% | 96.00% | |
Canada | |||||
Segment Reporting Information | |||||
Revenues by geographic region | 1.00% | 4.00% | 1.00% | 4.00% | |
Other Countries | |||||
Segment Reporting Information | |||||
Revenues by geographic region | [1] | 0.00% | 0.00% | 0.00% | 0.00% |
[1] | Less than 1% of revenue. |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 29,046 | $ 28,083 |
Less: Accumulated depreciation and amortization | (26,249) | (25,678) |
Property and equipment, net | 2,797 | 2,405 |
Computer and Other Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,126 | 19,157 |
Purchased and Internally Developed Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,690 | 6,687 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,000 | 1,071 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,230 | $ 1,168 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 336,000 | $ 786,000 | $ 1,100,000 | $ 2,300,000 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2018 | $ 361 |
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 | 10,340 |
Other contractual obligations 2018 | 861 |
Other contractual obligations 2019 | 2,006 |
Other contractual obligations 2020 | 117 |
Other contractual obligations 2021 | 4 |
Other contractual obligations 2022 and after | 4 |
Other contractual obligations, Total minimum payments | 2,992 |
Total 2,018 | 1,222 |
Total 2,019 | 3,482 |
Total 2,020 | 1,637 |
Total 2,021 | 1,570 |
Total 2022 and after | 5,421 |
Total minimum payments | $ 13,332 |
Commitments, Contingencies, T_3
Commitments, Contingencies, Taxes and Other - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Commitments Contingencies Taxes And Other [Line Items] | ||||||||
Amended lease period | 84 months | 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 | $ 575,000 | ||||||
Reduction in letters of credit | 100,000 | |||||||
Rent expense | $ 369,000 | $ 651,000 | $ 1,100,000 | $ 1,600,000 | ||||
Percentage of valuation allowance | 100.00% | 100.00% | 100.00% | |||||
Employee separation and facility termination related costs incurred | $ 700,000 | |||||||
Employee separation and facility termination related costs paid | $ 700,000 | |||||||
Letter of Credit | Certificates of Deposit | Other Assets | ||||||||
Commitments Contingencies Taxes And Other [Line Items] | ||||||||
Debt instrument, collateral amount | $ 575,000 | $ 575,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Nov. 30, 2014 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Cash dividends declared per share | $ 0.50 | ||||
Dividends payable | $ 21,900,000 | ||||
Dividend paid in cash | $ 21,900,000 | $ 21,911,000 | |||
Class B | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares authorized to be repurchased | 3,000,000 | ||||
Treasury stock acquired, shares | 0 | ||||
Treasury stock acquired, value | $ 0 | ||||
Class B | Former Member of Board of Directors | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Treasury stock acquired, shares | 2,300,000 | ||||
Treasury stock acquired, value | $ 5,700,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Canada - Telmetrics, Inc. - USD ($) | Nov. 05, 2018 | Sep. 30, 2018 |
Subsequent Event [Line Items] | ||
Contingent consideration arrangements, basis for amount | Future contingent consideration of up to $3.0 million in cash payable on the 12th and 24th month anniversaries of the closing, subject to achieving certain revenue and income growth targets over the corresponding two 12 month periods following the closing | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Cash paid on acqusition of issued and outstanding shares | $ 10,100,000 | |
Contingent consideration cash payable on acquisition | 3,000,000 | |
Subsequent Event | Restricted Stock Units and Options | ||
Subsequent Event [Line Items] | ||
Restricted stock units and options issued to employees on acquisition | $ 500,000 | |
Subsequent Event | Minimum | Restricted Stock Units and Options | ||
Subsequent Event [Line Items] | ||
Restricted stock units and options vesting period | 3 years | |
Subsequent Event | Maximum | Restricted Stock Units and Options | ||
Subsequent Event [Line Items] | ||
Restricted stock units and options vesting period | 4 years |