Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 10, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | MARCHEX INC | ||
Entity Central Index Key | 0001224133 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Class B Common Stock, $0.01 par value per share | ||
Trading Symbol | MCHX | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-50658 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-2194038 | ||
Entity Address, Address Line One | 520 Pike Street | ||
Entity Address, Address Line Two | Suite 2000 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98101 | ||
City Area Code | 206 | ||
Local Phone Number | 331-3300 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 166,541,600 | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,660,927 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 39,762,577 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash and cash equivalents | $ 42,526 | $ 45,230 | |
Accounts receivable, net | 17,809 | 16,198 | |
Prepaid expenses and other current assets | 2,084 | 2,657 | |
Total current assets | 62,419 | 64,085 | |
Property and equipment, net | [1] | 3,028 | 2,921 |
Other assets, net | 335 | 917 | |
Right-of-use lease asset | 5,801 | ||
Goodwill | 33,433 | 24,442 | |
Intangible assets from acquisitions, net | 19,485 | 20,697 | |
Total assets | 124,501 | 113,062 | |
Current liabilities: | |||
Accounts payable | 7,082 | 5,968 | |
Accrued expenses and other current liabilities | 6,679 | 5,818 | |
Current portion of acquisition-related liabilities | 1,111 | 1,204 | |
Deferred revenue and deposits | 1,173 | 1,782 | |
Lease liability current | 1,500 | ||
Total current liabilities | 17,545 | 14,772 | |
Other non-current liabilities | 1,287 | ||
Deferred tax liabilities | 981 | 1,531 | |
Lease liability non-current | 5,664 | ||
Non-current portion of acquisition-related liabilities | 473 | 446 | |
Total liabilities | 24,663 | 18,036 | |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Additional paid-in capital | 359,633 | 350,801 | |
Accumulated deficit | (260,240) | (256,198) | |
Total stockholders’ equity | 99,838 | 95,026 | |
Total liabilities and stockholders’ equity | 124,501 | 113,062 | |
Class A | |||
Stockholders’ equity: | |||
Common stock | 49 | 53 | |
Class B | |||
Stockholders’ equity: | |||
Common stock | $ 396 | $ 370 | |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $23.5 million and $ 23.6 million at December 31, 2018 and 2019, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 4,661,000 | 5,056,000 |
Common stock, shares outstanding | 4,661,000 | 5,056,000 |
Class B | ||
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 39,610,000 | 36,965,000 |
Common stock, shares outstanding | 39,610,000 | 36,965,000 |
Restricted stock, shares outstanding | 1,030,000 | 574,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 106,132,000 | $ 85,251,000 |
Expenses: | ||
Service costs | $ 56,537,000 | $ 47,804,000 |
Type of Cost, Good or Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember |
Sales and marketing | $ 16,651,000 | $ 13,788,000 |
Product development | 20,127,000 | 15,423,000 |
General and administrative | 13,516,000 | 10,881,000 |
Amortization of intangible assets from acquisitions | 6,263,000 | 781,000 |
Acquisition related costs (benefit) | (447,000) | 462,000 |
Total operating expenses | 112,647,000 | 89,139,000 |
Loss from operations | (6,515,000) | (3,888,000) |
Interest income and other, net | 752,000 | 1,054,000 |
Loss before provision for income taxes | (5,763,000) | (2,834,000) |
Income tax benefit | (1,721,000) | (156,000) |
Net loss applicable to common stockholders | (4,042,000) | (2,678,000) |
Class A | ||
Expenses: | ||
Net loss applicable to common stockholders | $ (426,000) | $ (319,000) |
Basic and diluted net loss per share applicable to common stockholders | $ (0.09) | $ (0.06) |
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 | 4,793 | 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 | 4,793 | 5,056 |
Class B | ||
Expenses: | ||
Net loss applicable to common stockholders | $ (3,616,000) | $ (2,359,000) |
Basic and diluted net loss per share applicable to common stockholders | $ (0.09) | $ (0.06) |
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 | 40,667 | 37,390 |
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 | 45,460 | 42,446 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of intangible assets from acquisitions | $ 6,263,000 | $ 781,000 |
Sales and Marketing | ||
Amortization of intangible assets from acquisitions | 2,497,000 | 295,000 |
General and Administrative | ||
Amortization of intangible assets from acquisitions | 1,435,000 | 184,000 |
Service Costs | ||
Amortization of intangible assets from acquisitions | $ 2,331,000 | $ 302,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A | Class B | Common stockClass A | Common stockClass B | Treasury stock | Additional paid-in capital | Accumulated deficit |
Beginning Balance at Dec. 31, 2017 | $ 89,999 | $ 53 | $ 387 | $ 343,268 | $ (253,709) | |||
Beginning Balance (in shares) at Dec. 31, 2017 | 5,056,000 | 38,736,000 | ||||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 136 | $ 6 | 130 | |||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 563,000 | |||||||
Stock-based compensation from options and restricted stock, net of forfeitures | 3,040 | 3,040 | ||||||
Repurchase of Class B common stock | (5,673) | $ (5,673) | ||||||
Repurchase of Class B common stock (in shares) | (2,334,000) | |||||||
Retirement of treasury stock | $ (23) | $ 5,673 | (5,650) | |||||
Retirement of treasury stock (in shares) | (2,334,000) | 2,334,000 | ||||||
Deferred issuance of Class B common stock in connection with acquisition | 10,017 | 10,017 | ||||||
Cumulative effect of a change in accounting principle related to revenue recognition | ASC 606 | 189 | 189 | ||||||
Net loss | (2,678) | $ (319) | $ (2,359) | (2,678) | ||||
Common stock cash dividends | (4) | (4) | ||||||
Ending Balance at Dec. 31, 2018 | 95,026 | $ 53 | $ 370 | 350,801 | (256,198) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 5,056,000 | 36,965,000 | 5,056,000 | 36,965,000 | ||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 1,904 | $ 15 | $ (1) | 1,890 | ||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 1,491,000 | (90,000) | ||||||
Stock-based compensation from options and restricted stock, net of forfeitures | 3,147 | 3,147 | ||||||
Repurchase of Class B common stock | $ (900) | |||||||
Repurchase of Class B common stock (in shares) | (90,000) | |||||||
Retirement of treasury stock | $ (1) | $ 1 | ||||||
Retirement of treasury stock (in shares) | (90,000) | 90,000 | ||||||
Deferred issuance of Class B common stock in connection with acquisition | 3,803 | 3,803 | ||||||
Issuance of Class B common stock in connection with prior deferred issuance from acquisition | $ 8 | (8) | ||||||
Issuance of Class B common stock in connection with prior deferred issuance from acquisition (in shares) | 849,000 | |||||||
Conversion of Class A common stock to Class B common stock | $ (4) | $ 4 | ||||||
Conversion of Class A common stock to Class B common stock (in shares) | (395,000) | 395,000 | ||||||
Net loss | (4,042) | $ (426) | $ (3,616) | (4,042) | ||||
Ending Balance at Dec. 31, 2019 | $ 99,838 | $ 49 | $ 396 | $ 359,633 | $ (260,240) | |||
Ending Balance (in shares) at Dec. 31, 2019 | 4,661,000 | 39,610,000 | 4,661,000 | 39,610,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (4,042) | $ (2,678) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization and depreciation | 8,167 | 2,598 |
Acquisition-related costs (benefit) | (1,082) | 50 |
Allowance for doubtful accounts and advertiser credits | 428 | 399 |
Deferred income taxes | (1,733) | (185) |
Stock-based compensation | 3,147 | 3,040 |
Change in certain assets and liabilities: | ||
Accounts receivable, net | (1,910) | 254 |
Prepaid expenses, other current assets, and other assets | 1,007 | 76 |
Accounts payable | 1,149 | 618 |
Accrued expenses and other current liabilities | 807 | (211) |
Deferred revenue and deposits | (724) | 1,087 |
Other non-current liabilities | (120) | 3 |
Net cash provided by operating activities | 5,094 | 5,051 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,673) | (1,651) |
Purchases of intangible assets and changes in other non-current assets | (89) | (577) |
Cash paid for acquisitions, net of cash acquired | (7,921) | (34,335) |
Net cash used in investing activities | (9,683) | (36,563) |
Cash flows from financing activities: | ||
Repurchase of Class B common stock for treasury stock | (5,673) | |
Common stock dividends payments | (21,911) | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 1,885 | 136 |
Net cash provided by (used in) financing activities | 1,885 | (27,448) |
Net decrease in cash and cash equivalents | (2,704) | (58,960) |
Cash and cash equivalents at beginning of period | 45,230 | 104,190 |
Cash and cash equivalents at end of period | 42,526 | 45,230 |
Supplemental disclosure of cash flow information: | ||
Cash received (paid) during the period for income taxes, net of refunds | 31 | (49) |
Cash received during the period for interest, net | 779 | 1,074 |
Cash paid for operating leases | 1,693 | 1,405 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred issuance of Class B common stock in connection with acquisition | 3,803 | 10,017 |
Issuance of deferred Class B common stock in connection with prior deferred issuance from acquisition | 8 | |
Leasehold improvement incentive recorded in other current/non-current assets and other non-current liabilities | 113 | |
Property and equipment acquired in accounts payable and accrued expenses | 45 | 33 |
Acquisition-related liabilities not paid | $ 1,016 | 1,509 |
Retirement of treasury stock | $ 5,650 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2019 | |
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 or texts to drive sales. The Company’s analytics technology can facilitate call quality and texting, 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. Acquisitions In November 2018, the Company acquired Telmetrics Inc. (“Telmetrics”), an enterprise call and text tracking and analytics company, and SITA Laboratories, Inc. (d/b/a Callcap) (“Callcap”), a call monitoring and analytics solutions company. In December 2019, the Company acquired Sonar Technologies, Inc. (“Sonar”), an enterprise text and messaging sales engagement and analytics company. See Note 8. Acquisitions (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, 2018 and 2019: cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on the liquidity of these financial instruments and their short-term nature. Further, these financial instruments are considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2018 and 2019 (in thousands): At December 31, 2018 2019 Level 1 Assets: Cash $ 44,593 $ 15,258 Money market funds 637 27,268 Total cash and cash equivalents $ 45,230 $ 42,526 In addition, the Company has acquisition-related liabilities which are recorded at fair value. The fair value was estimated by applying the income approach, which is based on significant inputs that are not observable in the market (Level 3 inputs), such as the discount rate and the probability of meeting targeted financial goals. See Note 9. Acquisitions Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Consolidated Statements of Operations. (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, 2018 626 45 23 648 December 31, 2019 648 22 198 472 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 and other (1) Balance at end of period December 31, 2018 613 352 394 571 December 31, 2019 571 405 826 150 (1) In connection with the adoption of ASC 606 on January 1, 2018, the Company reclassified $305,000 of customer liabilities to other current liabilities in the consolidated balance sheet. (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 year ended December 31, 2018 and 2019, the Company had $24.4 million and $33.4 million, respectively, of goodwill on its balance sheet. See Note 11. Goodwill (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 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 adopted FASB ASC Topic 606, Revenue from Contracts with Customers 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 net loss applicable to common stockholders for the year ended December 31, 2018 and on the unaudited consolidated balance sheet at December 31, 2018 was not significant. 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/text or call/text related data element they receive from calls or texts 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/text or call/text related data element or each phone number tracked. The Company’s call marketplace offers advertisers and advertising 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 year ended December 31, 2019, revenues disaggregated by service type were $102.0 million for performance based advertising services and $4.1 million for local leads services. 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, 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.The balance associated with the allowance for advertiser credits in the Company’s consolidated balance sheet was $0, $346,000, and $370,000 as of December 31, 2017, 2018 and 2019, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s consolidated balance sheet as of December 31, 2017, 2018, and 2019, was $313,000, $1.8 million, and $1.2 million, respectively. During the year ended December 31, 2018 and 2019, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $148,000 and $1.6 million, respectively. 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 performance obligation performance obligation at which the Company would sell a promised good or service 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 December 31, 2017, the Company did not have deferred contract costs recognized in its consolidated balance sheet. As of December 31, 2018 and 2019, the Company had $316,000 and $287,000 of net deferred contract costs, respectively, and the amortization associated with these costs was $338,000 and $688,000 for the year ended December 31, 2018 and 2019, respectively. (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/texts 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/texts 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 $1.5 million and $1.8 million for the years ended December 31, 2018 and 2019, 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. (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. The Company accounts for forfeitures as they occur. (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, valuation of intangible assets, valuation of contingent consideration transferred as a result of business combinations, 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 2018, 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, 2018. 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. The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2018 2019 Advertiser A 23 % 26 % Advertiser B 19 % 15 % 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, 2018 2019 Advertiser A 15 % 10 % Advertiser B 31 % 41 % *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 14% and 13% of consolidated revenue for the years ended December 31, 2018 and 2019, respectively. This same advertising agency represented 23% and 37% of accounts receivable as of December 31, 2018 and 2019, respectively. There were no distribution partners paid more than 10% of consolidated revenue for the years ended December 31, 2018 and 2019. (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 5. 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 loss per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2018 2019 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (319 ) $ (2,359 ) $ (426 ) $ (3,616 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,390 4,793 40,667 Basic net loss per share applicable to common stockholders $ (0.06 ) $ (0.06 ) $ (0.09 ) $ (0.09 ) The following table presents the computation of diluted net loss per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2018 2019 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss $ (319 ) $ (2,359 ) $ (426 ) $ (3,616 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (319 ) — (426 ) Net loss applicable to common stockholders $ (319 ) $ (2,678 ) $ (426 ) $ (4,042 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,390 4,793 40,667 Conversion of Class A to Class B common shares outstanding — 5,056 4,793 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,446 4,793 45,460 Diluted net loss per share applicable to common stockholders $ (0.06 ) $ (0.06 ) $ (0.09 ) $ (0.09 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the years ended December 31, 2018 and 2019, outstanding options to acquire 5,511 and 4,782 shares, respectively, of Class B common stock. • For the years ended December 31, 2018 and 2019, 574 and 1,030 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2018 and 2019, 690 and 756 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 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 January 2017, the FASB issued Accounting Standards Update No 2017-04, Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (ASU 2017-04) 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), Codification Improvements (Topic 326), Financial Instruments - Credit Losses (ASU 2018-19) Financial Instruments — Credit Losses (Topic 326), Targeted Transition Relief, (ASU 2019-05)), In November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) - Effective Dates In November 2019, the FASB issued Accounting Standards Update No. 2019-11, Codification Improvement to Topic 326, Financial Instruments — Credit Losses In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 (1) 2019 (1) Computer and other related equipment $ 18,839 $ 19,386 Purchased and internally developed software 6,878 6,693 Furniture and fixtures 1,023 1,033 Leasehold improvements 1,275 1,737 $ 28,015 $ 28,849 Less: accumulated depreciation and amortization (25,094 ) (25,821 ) Property and equipment, net $ 2,921 $ 3,028 (1) Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $23.5 million and $ 23.6 million at December 31, 2018 and 2019, respectively. Depreciation and amortization expense related to property and equipment was approximately $1.5 million for both the years ended December 31, 2018 and 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | (3) Leases The Company adopted FASB ASC Topic 842, Leases Leases The primary impact upon adoption of the standard relates to the recognition of new right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for its office and operating leases and providing significant new disclosures about its leasing activities. On adoption, the Company recognized additional operating lease liabilities of approximately $8.7 million based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases and ROU assets of approximately $7.4 million. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company did not recognize ROU assets or lease liabilities, and this included not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases. The Company has an operating lease for office space for its corporate headquarters in Seattle, Washington. It also has operating leases for office space in Mississauga, Canada and Wichita, Kansas. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentives amortized as a reduction of rent expense over the lease term. The Company’s lease agreement with respect to office space in Seattle, Washington, as amended, expires on March 31, 2025. 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, as part of the agreement, the lessor paid towards the cost of certain leasehold improvements (“landlord contribution”) of which the Company could use approximately $180,000 of unused landlord contribution as a credit against any payment obligation under the lease. In the second quarter of 2019, the Company requested the $180,000 landlord contribution from the lessor as a reimbursement towards certain leasehold improvements and received those funds in the third quarter of 2019. In the first quarter of 2018, the lessor paid $373,000 towards certain leasehold improvements which the Company accounted for as a lease incentive and is amortizing as a reduction of rent expense over the lease term. Additionally, in April 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 was reduced by $100,000 in April 2019 and is contemplated to be reduced by such amount annually. The letter of credit was collateralized by a $575,000 certificate of deposit, which was restricted in use and is included in other assets in the Company’s condensed consolidated balance sheet as of December 31, 2018. On April 2, 2019, the Company was no longer required to collateralize the letter of credit and the certificate of deposit matured. The Company’s lease agreement with respect to office space in Mississauga, Canada commenced in November 2016, with a lease term of 60 months, expiring on November 30, 2021. The Company has the option to terminate the lease upon nine months notice without any termination fees if such notice is provided. The Company’s lease agreement with respect to office space in Wichita, Kansas is on a month-to-month basis. The lease agreement stipulates a mutual 120-day non-cancelable period to cease rental payments and vacate the premises, and is classified as a short-term operating lease. Short-term leases are leases having a term of twelve months or less. In December 2019, the Company entered into a lease agreement for an office space in Wichita, Kansas, which commences upon the completion by the landlord of certain defined leasehold improvements and continues for a period of sixty (60) months with an option to extend the term for two (2) additional periods of three (3) years each. The lease is expected to commence in the first quarter of 2020 when construction of the asset is completed. The Company has provided the lessor of its current lease agreement with notice of its intent to terminate. Lease cost recognized in the Company’s consolidated statements of operations and other information is summarized as follows (in thousands): Year ended December 31, 2019 Operating lease cost $ 1,703 Short-term operating lease cost (1) 118 Total operating lease cost (2) 1,821 Other information: Weighted-average remaining lease term - operating leases 5.2 years Weighted-average discount rate - operating leases (3) 5.0 % (1) The Company elected the practical expedient permitted in ASC Topic 842. As such, its short-term operating lease in Wichita, Kansas is not recognized as a liability as of the effective date of ASC Topic 842 and on the Company’s balance sheet as of December 31, 2019. The Company recognizes short-term operating lease costs on a straight-line basis. (2) Rent expense incurred by the Company was approximately $1.5 million for the year ended December 31, 2018. (3) The discount rate used to compute the present value of total lease liabilities as of December 31, 2019 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the implementation date of ASC 842 on January 1, 2019. As of December 31, 2019, the Company’s operating lease liabilities were as follows (in thousands): Total Gross future operating lease payments (1) $ 8,564 Less: imputed interest (1,400 ) Present value of total operating lease liabilities 7,164 Less: current portion of operating lease liabilities (1,500 ) Total long-term operating lease liabilities $ 5,664 (1) Excludes future operating lease payments under the Wichita, Kansas office space lease agreement entered into in December 2019, which has not commenced. The gross future operating lease payments related to this agreement are $1.0 million. Gross future operating lease payments including this lease agreement are $9.6 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
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 in accordance with ASC 842 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 2020 1,657 1,937 3,594 2021 1,852 439 2,291 2022 1,811 5 1,816 2023 1,868 — 1,868 2024 and after 2,386 — 2,386 Total minimum payments $ 9,574 $ 2,381 $ 11,955 (1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases In connection with the Telmetrics acquisition in 2018, the Company has an earnout arrangement that requires the Company to pay up to a maximum of $3.0 million in cash based upon the achievement of targeted financial goals over the two (2) twelve (12) month periods following the acquisition date. The estimated fair value of the contingent consideration arrangement is approximately $568,000 and is recorded on the balance sheet in acquisition-related liabilities. In connection with the Sonar acquisition in 2019, the Company has an earnout arrangement that requires the Company to pay up to a maximum of 389,000 shares of Class B common stock based upon the achievement of certain financial target goals by Sonar in 2020. To the extent earned and payable, one half of such shares will be issued upon the first anniversary of the closing and one half will be issued upon the second anniversary of the closing, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. The estimated fair value of the contingent consideration arrangement is approximately $1.0 million and is recorded on the balance sheet in acquisition-related liabilities. The Company committed $2.5 million in funding for a strategic technology business initiative. The Company expects to fulfill this commitment during 2020. (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, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (5) Income Taxes The components of loss from operations before provision for income taxes consist of the following (in thousands): Years ended December 31, 2018 2019 United States $ (2,312 ) $ (5,174 ) Foreign (522 ) (589 ) Loss before provision for income taxes $ (2,834 ) $ (5,763 ) The provision for income taxes for the Company consists of the following (in thousands): Years ended December 31, 2018 2019 Current federal provision Federal $ (48 ) $ — State 30 — Deferred provision (benefit) Federal — (1,014 ) Foreign (138 ) (547 ) State — (160 ) Total income tax benefit $ (156 ) $ (1,721 ) Income tax benefit from 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, 2018 2019 Income tax benefit at U.S. statutory rate $ (595 ) $ (1,216 ) State taxes, net of valuation allowance 24 (126 ) Stock-based compensation (1) 378 75 Valuation allowance (83 ) 471 Research tax credits (13 ) (444 ) Acquisition/Accretion costs — (428 ) Meals and entertainment — 64 Other expenses 133 (117 ) Total income tax benefit $ (156 ) $ (1,721 ) (1) Includes non-deductible stock-based compensation and 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 21% U.S. federal statutory rate for 2018 and 2019 (in thousands): As of December 31, 2018 2019 Deferred tax assets: Accrued liabilities not currently deductible $ 612 $ 504 Intangible assets-excess of financial statement over tax amortization 873 239 Goodwill recognized on financial statements in excess of tax amortization 2,494 601 Stock-based compensation 1,894 2,024 Federal net operating losses 17,639 20,237 State, local and foreign net operating loss carryforwards 6,395 7,133 Research & experimental tax and other credit carryforwards 3,888 4,273 Lease liability — 1,899 Other 1,320 843 Gross deferred tax assets 35,115 37,753 Valuation allowance (35,057 ) (36,153 ) Net deferred tax assets $ 58 $ 1,600 Deferred tax liabilities: Intangible assets-excess of tax over financial statement amortization (1,589 ) (1,044 ) Right-of-use lease asset — (1,537 ) Net deferred tax liabilities $ (1,531 ) $ (981 ) As of December 31, 2019, the Company’s federal NOL carryforwards were approximately $92.0 million and federal research and development credit carryforwards of $5.4 million for income tax purposes, which are potentially available to offset future tax liabilities. As of December 31, 2019, the Company’s gross state, city, and other foreign jurisdiction NOL carryforwards were approximately $88.0 million, which begin to expire in 2023. In addition, at December 31, 2018 and 2019, the Company had certain federal NOL carryforwards of approximately $1.7 million, a portion of which expired 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, 2018 and 2019, the Company recorded a valuation allowance of $35.1 million, and $36.2 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, 2018 and 2019 was $2.4 million and $1.1 million, respectively. The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The Company incurred taxable losses in 2016, 2017, 2018, and 2019. 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, with the exception of certain insignificant foreign deferred tax assets, 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, 2018 to December 31, 2019 which are recorded as an offset to deferred tax assets (in thousands): Gross tax contingencies—December 31, 2017 $ 1,122 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 36 Gross decreases to tax positions associated with prior periods — Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2018 $ 1,158 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 110 Gross decreases to tax positions associated with prior periods — Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2019 $ 1,268 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, 2019 | |
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. The Company has made no repurchases under the 2014 Repurchase Program for the years ended December 31, 2018 and 2019. During the year ended December 31, 2018, the Company repurchased 2.3 million shares of Class B common stock for approximately $5.7 million from a former member of the Company’s board of directors, which was not pursuant to the 2014 Repurchase Program. The Company’s board of directors approved the repurchase transaction and the Company retired these shares in 2018. During the year ended December 31, 2019, the Company repurchased 90,000 shares of Class B common stock for approximately $900 (employee restricted equity subject to vesting and were repurchased for $.01 per share upon termination of employment), which was not pursuant to the 2014 Repurchase Program. 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 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 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 2018. In November 2018, the Company acquired 100% of the outstanding stock of Callcap for consideration of approximately $25 million in cash at closing and approximately 3.4 million shares of Class B common stock to be issued over the four-year period following the acquisition date. The issuance of the Class B common stock is not contingent. In December 2019, the Company acquired 100% of the outstanding stock of Sonar for consideration of approximately $8.5 million in cash at closing and approximately 1.0 million shares of Class B common stock to be issued over the three-year period following the acquisition date, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. Such issuance of the Class B common stock is not contingent. The Company also agreed to issue up to approximately 389,000 shares of Class B common stock based upon the achievement of certain financial target goals by Sonar in 2020. To the extent earned and payable, one half of such shares will be issued upon the first anniversary of the closing and one half will be issued upon the second anniversary of the closing, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. (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 2,101,062 and 2,213,550 on January 1, 2019 and 2020, respectively, bringing the aggregate authorized number of shares available under the 2012 plan to 20,158,770. 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 2018 and 2019. 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. The Company accounts for forfeitures as they occur. 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, 2018 2019 Service costs $ 435 $ 141 Sales and marketing 563 716 Product development 356 290 General and administrative 1,686 2,000 Total stock-based compensation $ 3,040 $ 3,147 For the years ended December 31, 2018 and 2019, the income tax benefit related to stock-based compensation included in net loss 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, 2018 and 2019, 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, 2018 2019 Expected life (in years) 4.00 – 6.25 4.00 – 6.25 Risk-free interest rate 2.54% – 2.93% 1.57% – 2.22% Expected volatility 41% to 53% 39% to 50% Weighted average expected volatility 49% 38% Expected dividend yield 0% – 3.7% 0% Stock option, restricted stock award, and restricted stock unit activity during the period is as follows: Options and Restricted Stock available for grant (in thousands) Number of options outstanding (in thousands) Weighted average exercise price of options Weighted average remaining contractual term (in years) Aggregate intrinsic (in thousands) Balance at December 31, 2018 10,078 5,511 $ 4.98 5.53 $ 24 Increase to pool January 1, 2019 2,214 — Options granted (1,078 ) 1,078 $ 4.31 Restricted stock granted (1,083 ) — Restricted stock forfeited 131 — Options exercised — (503 ) $ 3.68 Options expired 978 (978 ) $ 6.34 Options forfeited 326 (326 ) $ 3.53 Balance at December 31, 2019 11,566 4,782 $ 4.80 5.82 $ 1,585 Options exercisable at December 31, 2019 2,900 $ 5.55 4.08 $ 611 Information related to stock compensation activity during the period indicated is as follows: Years ended December 31, 2018 2019 Weighted average fair value of options granted $ 1.20 $ 1.62 Intrinsic value of options exercised (in thousands) $ 14 $ 496 Total grant date fair value of restricted stock vested (in thousands) $ 2,845 $ 1,545 At December 31, 2019, there was $2.0 million of unrecognized stock option compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.7 years. During the year ended December 31, 2018 and 2019, gross proceeds recognized from the exercise of stock options was $89,000 and $1.8 million, 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, 2018 1,264 $ 3.28 Granted 1,083 4.17 Vested (430 ) 3.60 Forfeited (131 ) 3.82 Unvested at December 31, 2019 1,786 3.70 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, 2019, there was $5.6 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 3.5 years. (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, 2018, 16,175 shares were purchased at prices ranging from $2.52 to $2.91 per share. During the year ended December 31, 2019, 12,200 shares were purchased at prices ranging from $2.98 to $4.49 per share. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | (7) 401(k) Savings Plan The Company maintains voluntary defined contribution plans, which are qualified, covering employees that meet eligibility requirements. Eligible employees may elect to defer and contribute a portion of their eligible compensation to the plans, not to exceed the dollar amounts set by applicable laws. During 2011, the Company elected to match a portion of the employee contributions up to a defined maximum. In 2018 and 2019, cash contributions were made in the amount of $189,000 and $228,000 respectively. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (8) 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, 2018 and 2019, the Company operated in a single segment comprised of its performance-based advertising business focused on phone calls and its local leads platform. 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, 2018 2019 United States 99 % 98 % Canada 1 % 2 % Other countries * * 100 % 100 % * Less than 1% of revenue |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | (9) Acquisitions (a) Telmetrics Acquisition: In November 2018, the Company acquired 100% of the outstanding stock of Telmetrics, an enterprise call and text tracking and analytics company based in Canada for total consideration consisting of the following: • Approximately $10.1 million in cash, paid at closing; and • Up to $3.0 million in cash based upon the achievement of targeted financial goals over the two (2) twelve (12) month periods following the acquisition date. The Company accounted for the Telmetrics acquisition as a business combination. As a result of the acquisition, the Company captured additional scale with its call analytics business and enhanced text communications product initiatives. A summary of the consideration for the acquisition is as follows (in thousands): Cash $ 10,100 Future consideration 1,600 Total $ 11,700 The future consideration includes an earnout arrangement that requires the Company to pay up to a maximum of $3.0 million in cash to the former shareholders of Telmetrics based upon the achievement of targeted financial goals over the two (2) twelve (12) month periods following the acquisition date. The potential undiscounted amount of all future payments that the Company could be required to make under the contingent earnout arrangement is between $0 and $3.0 million. Of the $3.0 million possible earnout, $450,000 may be paid to certain employees to the extent they remain employed by the Company on the first and second anniversaries following the acquisition date. Such amounts have been excluded from the purchase consideration and are treated as compensation expense. The fair value of the contingent consideration arrangement of approximately $568,000 was estimated by applying the income approach, which is based on significant inputs that are not observable in the market (Level 3 inputs), such as the discount rate and the probability of meeting targeted financial goals. Changes in these assumptions could have an impact on the payout of contingent consideration with a maximum payout being $1.8 million as of December 31, 2019. The earnout liability is recorded on the balance sheet in acquisition-related liabilities . In connection with the acquisition, a portion of the cash consideration was placed in escrow to secure indemnification obligations for a period of 18 months from the closing date. The escrow amounts are included as part of the purchase price consideration and if there is any excess escrow amount above identified indemnification obligations, the excess may be released. In the event any indemnification obligations are identified, the economic consideration may be reduced accordingly. The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 359 Accounts receivable 1,274 Prepaid expenses and other current assets 586 Property and equipment 281 Identifiable intangible assets 6,351 Liabilities assumed (885 ) Deferred tax liabilities (1,677 ) Net assets acquired 6,289 Goodwill 5,472 Total $ 11,761 (1) Included working capital adjustments finalized subsequent to the acquisition in November 2018, resulting in total consideration of approximately $11.8 million and an adjustment to goodwill in the amount of $61,000 during the year ended December 31, 2019. The acquired identifiable intangible assets of approximately $6.4 million consist primarily of customer relationships, technology, tradenames, and non-compete agreements which will be amortized over 24 to 60 months (weighted average of 3.6 years) using the straight-line method. Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and potential future cash flows after the acquisition of Telmetrics. The goodwill is not anticipated to be deductible for Canadian tax purposes. (b) Callcap Acquisition: In November 2018, the Company acquired 100% of the outstanding stock of Callcap, a call monitoring and analytics solutions company based in Kansas for total consideration of $35.0 million, consisting of the following: • Approximately $25.0 million in cash, and • 3.4 million shares of Class B common stock valued at approximately $10.0 million, to be issued over the four-year period following the acquisition date. The issuance of the Class B common stock is not contingent. The Company accounted for the Callcap acquisition as a business combination. As a result of the acquisition, the Company expanded its customer base, as well as enhanced its growth opportunities in verticals and new customer channels, such as the small business segment. A summary of the consideration for the acquisition is as follows (in thousands): Cash $ 24,993 Fair value of equity consideration 10,017 Total $ 35,010 The fair value of the 3.4 million shares of Class B common stock to be issued over the four-year period following the acquisition date, was calculated based on the closing price of Marchex’s Common Stock on Nasdaq on the acquisition date and is recorded on the Company’s balance sheet within additional paid-in capital. In connection with the acquisition, a portion of the cash and equity consideration was (or will be on issuance) placed in escrow to secure indemnification obligations for a period of 18 months from the closing date. The escrow amounts are included as part of the purchase price consideration and will ultimately be released less any indemnification obligations finally determined. The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 490 Accounts receivable 246 Prepaid expenses and other current assets 504 Property and equipment 93 Identifiable intangible assets 15,128 Liabilities assumed (482 ) Net assets acquired 15,979 Goodwill 19,031 Total $ 35,010 The acquired identifiable intangible assets of approximately $15.1 million consist primarily of customer relationships, tradenames, technologies, and non-compete agreements, which will be amortized over their preliminary estimated useful lives ranging from 24 to 60 months (weighted average of 4.1 years) using the straight-line method. Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and potential future cash flows after the acquisition of Callcap. The goodwill is deductible for federal tax purposes. (c) Sonar Acquisition: In December 2019, the Company acquired 100% of the outstanding stock of Sonar, an enterprise text and messaging sales engagement and analytics company based in California for total consideration of the following: • Approximately $8.5 million in cash, paid at closing; and • 1.0 million shares of Class B common stock, to be issued over the three-year period following the acquisition date, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. The 1.0 million shares of Class B common stock were valued at approximately $3.8 million based on the closing price of Marchex’s Common Stock on Nasdaq on the acquisition date. The issuance of the Class B common stock is not contingent. • Up to 389,000 shares of Class B common stock based upon the achievement of certain financial target goals. The Company accounted for the Sonar acquisition as a business combination. As a result of the acquisition, the Company expanded its customer base, as well as enhanced growth opportunities in verticals and new customer channels. A summary of the preliminary consideration for the acquisition is as follows (in thousands): Cash $ 8,496 Fair value of equity consideration 3,803 Future consideration 1,016 Total $ 13,315 The fair value of the 1.0 million shares of Class B common stock to be issued over the three-year period following the acquisition date, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date, was calculated based on the closing price of Marchex’s Common Stock on Nasdaq on the acquisition date and is recorded on the Company’s balance sheet within additional paid-in capital. The future consideration includes an earnout arrangement that requires the Company to pay up to a maximum of 389,000 shares of Class B common stock to the former shareholders of Sonar based upon the achievement of targeted financial goals by Sonar in 2020. The potential undiscounted amount of all future payments that the Company could be required to make under the contingent earnout arrangement is between 0 and 389,000 shares of Class B common stock. To the extent earned and payable, one half of such shares will be issued upon the first anniversary of the closing and one half will be issued upon the second anniversary of the closing, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. The fair value of the consideration arrangement of $1.0 million was estimated by applying the income approach, which is based on significant inputs that are not observable in the market (Level 3 inputs), such as the discount rate and the probability of meeting targeted financial goals. The earnout is recorded on the balance sheet within acquisition-related liabilities. In connection with the acquisition, a portion of the cash consideration was placed in escrow to secure indemnification obligations for a period of 12 months from the closing date. The escrow amounts are included as part of the purchase price consideration and will ultimately be released in the event no indemnification obligations are identified. In the event any indemnification obligations are identified, the economic consideration may be reduced accordingly. The consideration is preliminary pending finalization of potential working capital adjustments. The following summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 480 Accounts receivable 141 Prepaid expenses and other current assets 42 Property and equipment 25 Identifiable intangible assets 5,052 Liabilities assumed (171 ) Deferred tax liabilities (1,184 ) Net assets acquired 4,385 Goodwill 8,930 Total $ 13,315 The acquired intangibles of approximately $5.1 million consist primarily of technology, non-compete agreements, customer relationships, and tradenames which will be amortized over 24 to 60 months (weighted average of 4.6 years) using the straight-line method. Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and potential future cash flows after the acquisition of Sonar. The goodwill is not deductible for federal tax purposes. (d) Fair value measurements - Acquisition-related liabilities: The following summarizes the changes in the estimated fair value of acquisition-related liabilities (in thousands): Acquisition-related liabilities (Level 3): Balance at December 31, 2017: $ — Contingent consideration - Telmetrics acquisition (1), (2) 1,509 Total acquisition-related liabilities as of December 31, 2018 (3): $ 1,509 (1) In connection with the Telmetrics acquisition, the Company recognized contingent consideration during the year ended December 31, 2018 of approximately $1.5 million in fair value. There was no significant activity within the Level 3 instrument during the year ended December 31, 2018. (2) There were not transfers between levels during the periods presented. (3) The December 31, 2018 ending balance of acquisition-related liabilities includes approximately $141,000 related to working capital adjustments. Acquisition-related liabilities (Level 3): Balance at December 31, 2018: Contingent consideration - Telmetrics acquisition $ 1,509 Change in fair value (1) (941 ) Balance at December 31, 2019 568 Contingent consideration - Sonar acquisition (2) 1,016 Total acquisition-related liabilities as of December 31, 2019 (3): $ 1,584 (1) During the year ended December 31, 2019, the Company recognized a net change in fair value of the contingent consideration of approximately $941,000 and the change is recorded on the income statement in acquisition-related costs (benefit). The net change in fair value was primarily due to a change in the assumptions used in the original estimate of the liability. (2) In connection with the Sonar acquisition, the Company recognized contingent consideration during the year ended December 31, 2019 of approximately $1.0 million in fair value. As of December 31, 2019, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimate had not changed. (3) There were not transfers between levels during the periods presented. (e) Unaudited pro forma financial information (acquisitions): The following unaudited pro forma financial information summarizes the combined results of operations of the Company, Telmetrics, Callcap, and Sonar, and is based on the historical results of operations of the Company, Telmetrics, Callcap, and Sonar. The pro forma information reflects the results of operations of the Company as if the acquisitions of Telmetrics, Callcap, and Sonar had taken place on January 1, 2018. The unaudited pro forma financial information for the year ended December 31, 2018 combine the historical results of operations for the Company for the year ended December 31, 2018 and Telmetrics and Callcap historical results of operations during the pre-acquisition period from January 1, 2018 to November 5, 2018 and November 20, 2018, respectively. Additionally, the unaudited pro forma financial information for the year ended December 31, 2018 combine the historical results of operations for the Company and Sonar for the year ended December 31, 2018. The unaudited pro forma financial information for the year ended December 31, 2019 combine the historical results of operations for the Company for the year ended December 31, 2019 and Sonar historical results of operations during the pre-acquisition period from January 1, 2019 to December 12, 2019. The pro forma information for the Company, Telmetrics, Callcap, and Sonar includes adjustments for amortization of intangible assets, accretion of interest expense related to the future consideration, elimination of interest expense and income, and non-recurring acquisition related costs. The unaudited pro forma financial information is provided for information purposes only and is not necessarily indicative of the combined results that would have occurred had the acquisition taken place on the dates indicated, nor is it necessarily indicative of results that may occur in the future. The aggregate amounts of Telmetrics’ and Callcap’s revenue included in the Company’s consolidated statements of operations from the acquisition date for the year ended December 31, 2018 was approximately $2.4 million and the amount of net loss was not significant. The amount of Sonar revenue and the amount of net loss included in the Company’s consolidated statements of operations from the acquisition date for the year ended December 31, 2019 was not significant. (Unaudited) (in thousands) Years ended December 31, 2018 2019 Revenue $ 103,792 $ 108,347 Net loss applicable to common stockholders (6,000 ) (4,838 ) |
Identifiable Intangible Assets
Identifiable Intangible Assets from Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets from Acquisitions | (10) Identifiable Intangible Assets from Acquisitions Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2018 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 12,368 $ (295 ) $ 12,073 $ 13,018 $ (2,784 ) $ 10,234 Technologies 5,879 (258 ) 5,621 9,369 (2,252 ) 7,117 Non-compete agreements 2,559 (184 ) 2,375 3,409 (1,628 ) $ 1,781 Tradenames 672 (44 ) 628 734 (381 ) 353 Total identifiable intangible assets from acquisitions $ 21,478 $ (781 ) $ 20,697 $ 26,530 $ (7,045 ) $ 19,485 Amortizable intangible assets are amortized on a straight-line basis over their useful lives. Customer relationships, acquired technologies, tradenames, and non-compete agreements have a weighted average useful life from date of purchase of 5 years, 4 years, 2 years, 1 - 3 years, respectively. Aggregate amortization expense incurred by the Company for the year ended December 31, 2018 and 2019 was approximately $781,000 and $6.3 million, respectively. Based upon the current amount of acquired identifiable intangible assets subject to amortization, the estimated amortization expense for the next five years is as follows: $6.9 million in 2020, $5.4 million in 2021, $3.3 million in 2022, $3.0 in 2023, and $826,000 thereafter. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (11) Goodwill Changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (in thousands): Balance as of December 31, 2018 $ 24,442 Adjustment to goodwill (1) 61 Sonar acquisition 8,930 Balance as of December 31, 2019 $ 33,433 (1) Included working capital adjustments finalized subsequent to the acquisition in November 2018, resulting in total consideration of approximately $11.8 million and an adjustment to goodwill in the amount of $61,000 during the year ended December 31, of 2019. The Company performs its annual impairment testing on November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. No impairment of goodwill has been identified in 2019. 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 Class B common stock and market capitalization. The current business environment is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to our assumptions. During the first calendar quarter of 2020, the Company’s stock price has been impacted by volatility in the U.S. financial markets as a result of the rapid spread of the coronavirus globally which has resulted in increased travel restrictions and disruption and shutdown of businesses. At various points in time, the Company’s stock price approached or dropped below the then book value. To the extent that changes in the current business environment impact the Company’s ability to achieve levels of forecasted operating results and cash flows, if the Company’s stock price were to trade below book value per share for an extended period of time and/or should other events occur indicating the remaining carrying value of our assets might be impaired, the Company would test its goodwill for impairment and may recognize an impairment loss to the extent that the carrying amount exceeds such asset’s fair value. The Company will continue to monitor its financial performance, stock price and other factors in order to determine if there are any indicators of impairment prior to its annual impairment evaluation in November 2020. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 or texts to drive sales. The Company’s analytics technology can facilitate call quality and texting, 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. Acquisitions In November 2018, the Company acquired Telmetrics Inc. (“Telmetrics”), an enterprise call and text tracking and analytics company, and SITA Laboratories, Inc. (d/b/a Callcap) (“Callcap”), a call monitoring and analytics solutions company. In December 2019, the Company acquired Sonar Technologies, Inc. (“Sonar”), an enterprise text and messaging sales engagement and analytics company. See Note 8. Acquisitions |
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, 2018 and 2019: cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on the liquidity of these financial instruments and their short-term nature. Further, these financial instruments are considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2018 and 2019 (in thousands): At December 31, 2018 2019 Level 1 Assets: Cash $ 44,593 $ 15,258 Money market funds 637 27,268 Total cash and cash equivalents $ 45,230 $ 42,526 In addition, the Company has acquisition-related liabilities which are recorded at fair value. The fair value was estimated by applying the income approach, which is based on significant inputs that are not observable in the market (Level 3 inputs), such as the discount rate and the probability of meeting targeted financial goals. See Note 9. Acquisitions Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Consolidated Statements of Operations. |
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, 2018 626 45 23 648 December 31, 2019 648 22 198 472 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 and other (1) Balance at end of period December 31, 2018 613 352 394 571 December 31, 2019 571 405 826 150 |
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 year ended December 31, 2018 and 2019, the Company had $24.4 million and $33.4 million, respectively, of goodwill on its balance sheet. See Note 11. Goodwill |
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 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 adopted FASB ASC Topic 606, Revenue from Contracts with Customers 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 net loss applicable to common stockholders for the year ended December 31, 2018 and on the unaudited consolidated balance sheet at December 31, 2018 was not significant. 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/text or call/text related data element they receive from calls or texts 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/text or call/text related data element or each phone number tracked. The Company’s call marketplace offers advertisers and advertising 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 year ended December 31, 2019, revenues disaggregated by service type were $102.0 million for performance based advertising services and $4.1 million for local leads services. 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, 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.The balance associated with the allowance for advertiser credits in the Company’s consolidated balance sheet was $0, $346,000, and $370,000 as of December 31, 2017, 2018 and 2019, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s consolidated balance sheet as of December 31, 2017, 2018, and 2019, was $313,000, $1.8 million, and $1.2 million, respectively. During the year ended December 31, 2018 and 2019, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $148,000 and $1.6 million, respectively. 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 performance obligation performance obligation at which the Company would sell a promised good or service 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 December 31, 2017, the Company did not have deferred contract costs recognized in its consolidated balance sheet. As of December 31, 2018 and 2019, the Company had $316,000 and $287,000 of net deferred contract costs, respectively, and the amortization associated with these costs was $338,000 and $688,000 for the year ended December 31, 2018 and 2019, respectively. |
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/texts 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/texts 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 $1.5 million and $1.8 million for the years ended December 31, 2018 and 2019, 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. |
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. The Company accounts for forfeitures as they occur. |
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, valuation of intangible assets, valuation of contingent consideration transferred as a result of business combinations, 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 2018, 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, 2018. 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. The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2018 2019 Advertiser A 23 % 26 % Advertiser B 19 % 15 % 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, 2018 2019 Advertiser A 15 % 10 % Advertiser B 31 % 41 % *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 14% and 13% of consolidated revenue for the years ended December 31, 2018 and 2019, respectively. This same advertising agency represented 23% and 37% of accounts receivable as of December 31, 2018 and 2019, respectively. There were no distribution partners paid more than 10% of consolidated revenue for the years ended December 31, 2018 and 2019. |
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 5. 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 loss per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2018 2019 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (319 ) $ (2,359 ) $ (426 ) $ (3,616 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,390 4,793 40,667 Basic net loss per share applicable to common stockholders $ (0.06 ) $ (0.06 ) $ (0.09 ) $ (0.09 ) The following table presents the computation of diluted net loss per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2018 2019 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss $ (319 ) $ (2,359 ) $ (426 ) $ (3,616 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (319 ) — (426 ) Net loss applicable to common stockholders $ (319 ) $ (2,678 ) $ (426 ) $ (4,042 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,390 4,793 40,667 Conversion of Class A to Class B common shares outstanding — 5,056 4,793 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,446 4,793 45,460 Diluted net loss per share applicable to common stockholders $ (0.06 ) $ (0.06 ) $ (0.09 ) $ (0.09 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the years ended December 31, 2018 and 2019, outstanding options to acquire 5,511 and 4,782 shares, respectively, of Class B common stock. • For the years ended December 31, 2018 and 2019, 574 and 1,030 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2018 and 2019, 690 and 756 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 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 January 2017, the FASB issued Accounting Standards Update No 2017-04, Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (ASU 2017-04) 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), Codification Improvements (Topic 326), Financial Instruments - Credit Losses (ASU 2018-19) Financial Instruments — Credit Losses (Topic 326), Targeted Transition Relief, (ASU 2019-05)), In November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) - Effective Dates In November 2019, the FASB issued Accounting Standards Update No. 2019-11, Codification Improvement to Topic 326, Financial Instruments — Credit Losses In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes |
Leases | The Company adopted FASB ASC Topic 842, Leases Leases The primary impact upon adoption of the standard relates to the recognition of new right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for its office and operating leases and providing significant new disclosures about its leasing activities. On adoption, the Company recognized additional operating lease liabilities of approximately $8.7 million based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases and ROU assets of approximately $7.4 million. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company did not recognize ROU assets or lease liabilities, and this included not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases. The Company has an operating lease for office space for its corporate headquarters in Seattle, Washington. It also has operating leases for office space in Mississauga, Canada and Wichita, Kansas. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentives amortized as a reduction of rent expense over the lease term. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value of Cash and Cash Equivalents | The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2018 and 2019 (in thousands): At December 31, 2018 2019 Level 1 Assets: Cash $ 44,593 $ 15,258 Money market funds 637 27,268 Total cash and cash equivalents $ 45,230 $ 42,526 |
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, 2018 626 45 23 648 December 31, 2019 648 22 198 472 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 and other (1) Balance at end of period December 31, 2018 613 352 394 571 December 31, 2019 571 405 826 150 (1) In connection with the adoption of ASC 606 on January 1, 2018, the Company reclassified $305,000 of customer liabilities to other current liabilities in the consolidated balance sheet. |
Computation of Net Loss Per Share Basic and Diluted | The following table presents the computation of basic net loss per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2018 2019 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (319 ) $ (2,359 ) $ (426 ) $ (3,616 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,390 4,793 40,667 Basic net loss per share applicable to common stockholders $ (0.06 ) $ (0.06 ) $ (0.09 ) $ (0.09 ) The following table presents the computation of diluted net loss per share for the periods ended (in thousands, except per share amounts): Twelve months ended December 31, 2018 2019 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss $ (319 ) $ (2,359 ) $ (426 ) $ (3,616 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (319 ) — (426 ) Net loss applicable to common stockholders $ (319 ) $ (2,678 ) $ (426 ) $ (4,042 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 37,390 4,793 40,667 Conversion of Class A to Class B common shares outstanding — 5,056 4,793 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 42,446 4,793 45,460 Diluted net loss per share applicable to common stockholders $ (0.06 ) $ (0.06 ) $ (0.09 ) $ (0.09 ) |
Revenue | |
Schedules of Concentration of Risk, by Risk Factor | The advertisers representing more than 10% of consolidated revenue are as follows (in percentages): Years ended December 31, 2018 2019 Advertiser A 23 % 26 % Advertiser B 19 % 15 % |
Accounts Receivable | |
Schedules of Concentration of Risk, by Risk Factor | The outstanding receivable balance for each advertiser representing more than 10% of consolidated accounts receivable is as follows (in percentages): At December 31, 2018 2019 Advertiser A 15 % 10 % Advertiser B 31 % 41 % *Less than 10% of accounts receivable |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): Years ended December 31, 2018 (1) 2019 (1) Computer and other related equipment $ 18,839 $ 19,386 Purchased and internally developed software 6,878 6,693 Furniture and fixtures 1,023 1,033 Leasehold improvements 1,275 1,737 $ 28,015 $ 28,849 Less: accumulated depreciation and amortization (25,094 ) (25,821 ) Property and equipment, net $ 2,921 $ 3,028 (1) Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $23.5 million and $ 23.6 million at December 31, 2018 and 2019, respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information | Lease cost recognized in the Company’s consolidated statements of operations and other information is summarized as follows (in thousands): Year ended December 31, 2019 Operating lease cost $ 1,703 Short-term operating lease cost (1) 118 Total operating lease cost (2) 1,821 Other information: Weighted-average remaining lease term - operating leases 5.2 years Weighted-average discount rate - operating leases (3) 5.0 % (1) The Company elected the practical expedient permitted in ASC Topic 842. As such, its short-term operating lease in Wichita, Kansas is not recognized as a liability as of the effective date of ASC Topic 842 and on the Company’s balance sheet as of December 31, 2019. The Company recognizes short-term operating lease costs on a straight-line basis. (2) Rent expense incurred by the Company was approximately $1.5 million for the year ended December 31, 2018. (3) The discount rate used to compute the present value of total lease liabilities as of December 31, 2019 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the implementation date of ASC 842 on January 1, 2019. |
Schedule of Operating Lease Liabilities | As of December 31, 2019, the Company’s operating lease liabilities were as follows (in thousands): Total Gross future operating lease payments (1) $ 8,564 Less: imputed interest (1,400 ) Present value of total operating lease liabilities 7,164 Less: current portion of operating lease liabilities (1,500 ) Total long-term operating lease liabilities $ 5,664 (1) Excludes future operating lease payments under the Wichita, Kansas office space lease agreement entered into in December 2019, which has not commenced. The gross future operating lease payments related to this agreement are $1.0 million. Gross future operating lease payments including this lease agreement are $9.6 million. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities operating leases Other contractual obligations Total 2020 1,657 1,937 3,594 2021 1,852 439 2,291 2022 1,811 5 1,816 2023 1,868 — 1,868 2024 and after 2,386 — 2,386 Total minimum payments $ 9,574 $ 2,381 $ 11,955 (1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Loss from Operations Before Provision for Income Taxes | The components of loss from operations before provision for income taxes consist of the following (in thousands): Years ended December 31, 2018 2019 United States $ (2,312 ) $ (5,174 ) Foreign (522 ) (589 ) Loss before provision for income taxes $ (2,834 ) $ (5,763 ) |
Provision for Income Taxes | The provision for income taxes for the Company consists of the following (in thousands): Years ended December 31, 2018 2019 Current federal provision Federal $ (48 ) $ — State 30 — Deferred provision (benefit) Federal — (1,014 ) Foreign (138 ) (547 ) State — (160 ) Total income tax benefit $ (156 ) $ (1,721 ) |
Computation of Income Tax Expense from Operations Using Federal Statutory Rate | Income tax benefit from 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, 2018 2019 Income tax benefit at U.S. statutory rate $ (595 ) $ (1,216 ) State taxes, net of valuation allowance 24 (126 ) Stock-based compensation (1) 378 75 Valuation allowance (83 ) 471 Research tax credits (13 ) (444 ) Acquisition/Accretion costs — (428 ) Meals and entertainment — 64 Other expenses 133 (117 ) Total income tax benefit $ (156 ) $ (1,721 ) (1) Includes non-deductible stock-based compensation and 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 21% U.S. federal statutory rate for 2018 and 2019 (in thousands): As of December 31, 2018 2019 Deferred tax assets: Accrued liabilities not currently deductible $ 612 $ 504 Intangible assets-excess of financial statement over tax amortization 873 239 Goodwill recognized on financial statements in excess of tax amortization 2,494 601 Stock-based compensation 1,894 2,024 Federal net operating losses 17,639 20,237 State, local and foreign net operating loss carryforwards 6,395 7,133 Research & experimental tax and other credit carryforwards 3,888 4,273 Lease liability — 1,899 Other 1,320 843 Gross deferred tax assets 35,115 37,753 Valuation allowance (35,057 ) (36,153 ) Net deferred tax assets $ 58 $ 1,600 Deferred tax liabilities: Intangible assets-excess of tax over financial statement amortization (1,589 ) (1,044 ) Right-of-use lease asset — (1,537 ) Net deferred tax liabilities $ (1,531 ) $ (981 ) |
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, 2018 to December 31, 2019 which are recorded as an offset to deferred tax assets (in thousands): Gross tax contingencies—December 31, 2017 $ 1,122 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 36 Gross decreases to tax positions associated with prior periods — Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2018 $ 1,158 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 110 Gross decreases to tax positions associated with prior periods — Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2019 $ 1,268 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 2019 Service costs $ 435 $ 141 Sales and marketing 563 716 Product development 356 290 General and administrative 1,686 2,000 Total stock-based compensation $ 3,040 $ 3,147 |
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, 2018 2019 Expected life (in years) 4.00 – 6.25 4.00 – 6.25 Risk-free interest rate 2.54% – 2.93% 1.57% – 2.22% Expected volatility 41% to 53% 39% to 50% Weighted average expected volatility 49% 38% Expected dividend yield 0% – 3.7% 0% |
Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity | Stock option, restricted stock award, and restricted stock unit activity during the period is as follows: Options and Restricted Stock available for grant (in thousands) Number of options outstanding (in thousands) Weighted average exercise price of options Weighted average remaining contractual term (in years) Aggregate intrinsic (in thousands) Balance at December 31, 2018 10,078 5,511 $ 4.98 5.53 $ 24 Increase to pool January 1, 2019 2,214 — Options granted (1,078 ) 1,078 $ 4.31 Restricted stock granted (1,083 ) — Restricted stock forfeited 131 — Options exercised — (503 ) $ 3.68 Options expired 978 (978 ) $ 6.34 Options forfeited 326 (326 ) $ 3.53 Balance at December 31, 2019 11,566 4,782 $ 4.80 5.82 $ 1,585 Options exercisable at December 31, 2019 2,900 $ 5.55 4.08 $ 611 |
Information Related to Stock Compensation Activity | Information related to stock compensation activity during the period indicated is as follows: Years ended December 31, 2018 2019 Weighted average fair value of options granted $ 1.20 $ 1.62 Intrinsic value of options exercised (in thousands) $ 14 $ 496 Total grant date fair value of restricted stock vested (in thousands) $ 2,845 $ 1,545 |
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, 2018 1,264 $ 3.28 Granted 1,083 4.17 Vested (430 ) 3.60 Forfeited (131 ) 3.82 Unvested at December 31, 2019 1,786 3.70 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows: Years ended December 31, 2018 2019 United States 99 % 98 % Canada 1 % 2 % Other countries * * 100 % 100 % * Less than 1% of revenue |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisition [Line Items] | |
Summary of Estimated Fair Value of Acquisition-Related Liabilities | The following summarizes the changes in the estimated fair value of acquisition-related liabilities (in thousands): Acquisition-related liabilities (Level 3): Balance at December 31, 2017: $ — Contingent consideration - Telmetrics acquisition (1), (2) 1,509 Total acquisition-related liabilities as of December 31, 2018 (3): $ 1,509 (1) In connection with the Telmetrics acquisition, the Company recognized contingent consideration during the year ended December 31, 2018 of approximately $1.5 million in fair value. There was no significant activity within the Level 3 instrument during the year ended December 31, 2018. (2) There were not transfers between levels during the periods presented. (3) The December 31, 2018 ending balance of acquisition-related liabilities includes approximately $141,000 related to working capital adjustments. Acquisition-related liabilities (Level 3): Balance at December 31, 2018: Contingent consideration - Telmetrics acquisition $ 1,509 Change in fair value (1) (941 ) Balance at December 31, 2019 568 Contingent consideration - Sonar acquisition (2) 1,016 Total acquisition-related liabilities as of December 31, 2019 (3): $ 1,584 (1) During the year ended December 31, 2019, the Company recognized a net change in fair value of the contingent consideration of approximately $941,000 and the change is recorded on the income statement in acquisition-related costs (benefit). The net change in fair value was primarily due to a change in the assumptions used in the original estimate of the liability. (2) In connection with the Sonar acquisition, the Company recognized contingent consideration during the year ended December 31, 2019 of approximately $1.0 million in fair value. As of December 31, 2019, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimate had not changed. (3) There were not transfers between levels during the periods presented. |
Telmetrics Acquisition | |
Business Acquisition [Line Items] | |
Summary of Consideration for Acquisition | A summary of the consideration for the acquisition is as follows (in thousands): Cash $ 10,100 Future consideration 1,600 Total $ 11,700 |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 359 Accounts receivable 1,274 Prepaid expenses and other current assets 586 Property and equipment 281 Identifiable intangible assets 6,351 Liabilities assumed (885 ) Deferred tax liabilities (1,677 ) Net assets acquired 6,289 Goodwill 5,472 Total $ 11,761 (1) Included working capital adjustments finalized subsequent to the acquisition in November 2018, resulting in total consideration of approximately $11.8 million and an adjustment to goodwill in the amount of $61,000 during the year ended December 31, 2019. |
Callcap Acquisition | |
Business Acquisition [Line Items] | |
Summary of Consideration for Acquisition | A summary of the consideration for the acquisition is as follows (in thousands): Cash $ 24,993 Fair value of equity consideration 10,017 Total $ 35,010 |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 490 Accounts receivable 246 Prepaid expenses and other current assets 504 Property and equipment 93 Identifiable intangible assets 15,128 Liabilities assumed (482 ) Net assets acquired 15,979 Goodwill 19,031 Total $ 35,010 |
Sonar Acquisition | |
Business Acquisition [Line Items] | |
Summary of Consideration for Acquisition | A summary of the preliminary consideration for the acquisition is as follows (in thousands): Cash $ 8,496 Fair value of equity consideration 3,803 Future consideration 1,016 Total $ 13,315 |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands): Cash and cash equivalents $ 480 Accounts receivable 141 Prepaid expenses and other current assets 42 Property and equipment 25 Identifiable intangible assets 5,052 Liabilities assumed (171 ) Deferred tax liabilities (1,184 ) Net assets acquired 4,385 Goodwill 8,930 Total $ 13,315 |
Summary of Unaudited Pro Forma Financial Information | The amount of Sonar revenue and the amount of net loss included in the Company’s consolidated statements of operations from the acquisition date for the year ended December 31, 2019 was not significant. (Unaudited) (in thousands) Years ended December 31, 2018 2019 Revenue $ 103,792 $ 108,347 Net loss applicable to common stockholders (6,000 ) (4,838 ) |
Identifiable Intangible Asset_2
Identifiable Intangible Assets from Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Identifiable Intangible Assets from Acquisitions | Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2018 As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 12,368 $ (295 ) $ 12,073 $ 13,018 $ (2,784 ) $ 10,234 Technologies 5,879 (258 ) 5,621 9,369 (2,252 ) 7,117 Non-compete agreements 2,559 (184 ) 2,375 3,409 (1,628 ) $ 1,781 Tradenames 672 (44 ) 628 734 (381 ) 353 Total identifiable intangible assets from acquisitions $ 21,478 $ (781 ) $ 20,697 $ 26,530 $ (7,045 ) $ 19,485 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the year ended December 31, 2019 are as follows (in thousands): Balance as of December 31, 2018 $ 24,442 Adjustment to goodwill (1) 61 Sonar acquisition 8,930 Balance as of December 31, 2019 $ 33,433 (1) Included working capital adjustments finalized subsequent to the acquisition in November 2018, resulting in total consideration of approximately $11.8 million and an adjustment to goodwill in the amount of $61,000 during the year ended December 31, of 2019. |
Fair Value of Cash and Cash Equ
Fair Value of Cash and Cash Equivalents (Detail) - Level 1 [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 42,526 | $ 45,230 |
Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | 15,258 | 44,593 |
Mutual Fund | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 27,268 | $ 637 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts Activity (Detail) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at beginning of period | $ 648 | $ 626 |
Charged to costs and expenses | 22 | 45 |
Write-offs, net of recoveries | 198 | 23 |
Balance at end of period | $ 472 | $ 648 |
Allowance for Advertiser Credit
Allowance for Advertiser Credits Activity (Detail) - Allowances for Advertiser Credits [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Allowance for Advertiser Credits [Abstract] | |||
Balance at beginning of period | $ 571 | $ 613 | |
Additions charged against revenue | 405 | 352 | |
Credits processed and other | [1] | 826 | 394 |
Balance at end of period | $ 150 | $ 571 | |
[1] | In connection with the adoption of ASC 606 on January 1, 2018, the Company reclassified $305,000 of customer liabilities to other current liabilities in the consolidated balance sheet. |
Allowance for Advertiser Cred_2
Allowance for Advertiser Credits Activity (Parenthetical) (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 |
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Deferred revenue and deposits | $ 1,173,000 | $ 1,782,000 | |
ASC 606 | |||
Financing Receivable Allowance For Credit Losses [Line Items] | |||
Deferred revenue and deposits | $ 305,000 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) shares in Thousands | Jan. 01, 2018USD ($) | Dec. 31, 2019USD ($)EntityAgencyDistributorshares | Dec. 31, 2018USD ($)AgencyDistributorshares | Dec. 31, 2017USD ($) |
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Goodwill | $ 33,433,000 | $ 24,442,000 | ||
Revenue disaggregated by service type | 106,132,000 | 85,251,000 | ||
Revenue recognized | 1,600,000 | 148,000 | ||
Allowances for advertiser credits | 370,000 | 346,000 | $ 0 | |
Deferred revenue | $ 1,200,000 | 1,800,000 | 313,000,000 | |
Revenue, Practical expedient description terms | 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 | |||
Advertising costs | $ 1,800,000 | $ 1,500,000 | ||
Number of financial institution | Entity | 2 | |||
Number of distribution partners that were paid consolidated revenue | Distributor | 0 | 0 | ||
Equity Option | Class B | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Anti-dilutive shares | shares | 4,782 | 5,511 | ||
Restricted Stock | Class B | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Anti-dilutive shares | shares | 1,030 | 574 | ||
Restricted Stock Units | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Anti-dilutive shares | shares | 756 | 690 | ||
Revenue | Customer Concentration Risk | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Number of advertising agencies | Agency | 1 | 1 | ||
Concentration risk, percentage | 13.00% | 14.00% | ||
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 | ||
Concentration risk, percentage | 37.00% | 23.00% | ||
Customer Relationships | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Estimated life | 24 months | |||
Customer Contracts | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Deferred contract costs, net | $ 287,000 | $ 316,000 | $ 0 | |
Amortization associated with deferred contract costs | 688,000 | $ 338,000 | ||
Advertising Services | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Revenue disaggregated by service type | 102,000,000 | |||
Local Leads Revenue | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Revenue disaggregated by service type | $ 4,100,000 | |||
ASC 606 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Decrease to accumulated deficit for cumulative impact of adoption | $ 189,000 | |||
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% | ||
Maximum | Customer Contracts | ||||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | ||||
Threshold amortization period when company obtains a contact | 1 year | |||
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 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail 1) | Dec. 31, 2019 |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |
Performance obligations for contracts, effective term | 1 year |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Consolidated Revenue (Detail) - Customer Concentration Risk - Revenue | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | 14.00% |
Advertiser A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 26.00% | 23.00% |
Advertiser B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | 19.00% |
Schedules of Concentration of_2
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Customer Concentration Risk - Accounts Receivable | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 37.00% | 23.00% |
Advertiser A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | 15.00% |
Advertiser B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 41.00% | 31.00% |
Computation of Net Loss Per Sha
Computation of Net Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||
Net loss applicable to common stockholders | $ (4,042) | $ (2,678) |
Numerator: | ||
Net loss | (4,042) | (2,678) |
Class A | ||
Numerator: | ||
Net loss applicable to common stockholders | $ (426) | $ (319) |
Denominator: | ||
Weighted average number of shares outstanding used to calculate basic net loss per share | 4,793 | 5,056 |
Basic net loss per share applicable to common stockholders | $ (0.09) | $ (0.06) |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 4,793 | 5,056 |
Diluted net loss per share applicable to common stockholders | $ (0.09) | $ (0.06) |
Numerator: | ||
Net loss | $ (426) | $ (319) |
Net loss applicable to common stockholders | (426) | (319) |
Class B | ||
Numerator: | ||
Net loss applicable to common stockholders | $ (3,616) | $ (2,359) |
Denominator: | ||
Weighted average number of shares outstanding used to calculate basic net loss per share | 40,667 | 37,390 |
Basic net loss per share applicable to common stockholders | $ (0.09) | $ (0.06) |
Conversion of Class A to Class B common shares outstanding | 4,793 | 5,056 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 45,460 | 42,446 |
Diluted net loss per share applicable to common stockholders | $ (0.09) | $ (0.06) |
Numerator: | ||
Net loss | $ (3,616) | $ (2,359) |
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | (426) | (319) |
Net loss applicable to common stockholders | $ (4,042) | $ (2,678) |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 28,849 | $ 28,015 |
Less: accumulated depreciation and amortization | [1] | (25,821) | (25,094) |
Property and equipment, net | [1] | 3,028 | 2,921 |
Computer and Other Related Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 19,386 | 18,839 |
Purchased and Internally Developed Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 6,693 | 6,878 |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 1,033 | 1,023 |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 1,737 | $ 1,275 |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $23.5 million and $ 23.6 million at December 31, 2018 and 2019, respectively. |
Property and Equipment (Parenth
Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 28,849 | $ 28,015 |
Accumulated depreciation and amortization | [1] | 25,821 | 25,094 |
Fully Depreciated Fixed Assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 23,600 | 23,500 | |
Accumulated depreciation and amortization | $ 23,600 | $ 23,500 | |
[1] | Includes the original cost and accumulated depreciation of fully-depreciated fixed assets which were $23.5 million and $ 23.6 million at December 31, 2018 and 2019, respectively. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1.5 | $ 1.5 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | |
Lessee Lease Description [Line Items] | ||||||||
Operating lease liabilities | $ 7,164,000 | $ 7,164,000 | ||||||
ROU assets | $ 5,801,000 | $ 5,801,000 | ||||||
Lease expiration date | Mar. 31, 2025 | |||||||
Payments for lease termination fee | $ 671,000 | |||||||
Contribution as credit against lease payments | $ 180,000 | |||||||
Contribution from lessor as reimbursement towards leasehold improvements | $ 180,000 | |||||||
Payments towards leasehold improvements | $ 373,000 | |||||||
Letter of credit amount payable | $ 575,000 | |||||||
Reduction in letters of credit | $ 100,000 | |||||||
Mississauga, Canada [Member] | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease expiration date | Nov. 30, 2021 | |||||||
Lease commencement period | November 2016 | |||||||
Lease term (in months) | 60 months | 60 months | ||||||
Wichita, Kansas | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease term (in months) | 120 days | 120 days | ||||||
Lease agreement description | lease agreement for an office space in Wichita, Kansas, which commences upon the completion by the landlord of certain defined leasehold improvements and continues for a period of sixty (60) months with an option to extend the term for two (2) additional periods of three (3) years each. | |||||||
Letter of Credit | Certificates of Deposit | Other Noncurrent Assets | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Letters of credit outstanding amount | $ 575,000 | |||||||
ASC 840 | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Operating lease liabilities | $ 8,700,000 | |||||||
ROU assets | $ 7,400,000 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease Cost [Abstract] | |
Operating lease cost | $ 1,703 |
Short-term operating lease cost | 118 |
Total operating lease cost | $ 1,821 |
Other information: | |
Weighted-average remaining lease term - operating leases | 5 years 2 months 12 days |
Weighted-average discount rate - operating leases | 5.00% |
Leases - Schedule of Lease Co_2
Leases - Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information (Paranthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Lease Cost [Abstract] | |
Rent expense | $ 1.5 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
Gross future operating lease payments | $ 8,564 |
Less: imputed interest | (1,400) |
Present value of total operating lease liabilities | 7,164 |
Less: current portion of operating lease liabilities | (1,500) |
Total long-term operating lease liabilities | $ 5,664 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liabilities (Detail) (Paranthetical) $ in Thousands | Dec. 31, 2019USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Future operating lease payments, gross | $ 9,574 |
Lease Agreement | |
Finite Lived Intangible Assets [Line Items] | |
Future operating lease payments, gross | 9,600 |
Wichita, Kansas | Lease Agreement | |
Finite Lived Intangible Assets [Line Items] | |
Future operating lease payments, gross | $ 1,000 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2020 | $ 1,657 |
Facilities operating leases 2021 | 1,852 |
Facilities operating leases 2022 | 1,811 |
Facilities operating leases 2023 | 1,868 |
Facilities operating leases 2024 and after | 2,386 |
Facilities operating leases Total minimum payments | 9,574 |
Other contractual obligations 2020 | 1,937 |
Other contractual obligations 2021 | 439 |
Other contractual obligations 2022 | 5 |
Other contractual obligations 2023 | 0 |
Other contractual obligations 2024 and after | 0 |
Other contractual obligations, Total minimum payments | 2,381 |
Total 2020 | 3,594 |
Total 2021 | 2,291 |
Total 2022 | 1,816 |
Total 2023 | 1,868 |
Total 2024 and after | 2,386 |
Total minimum payments | $ 11,955 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Dec. 31, 2019 | Nov. 30, 2018 | |
Commitments And Contingencies [Line Items] | ||
Long term commitment amount | $ 11,955,000 | |
Strategic Technology | ||
Commitments And Contingencies [Line Items] | ||
Long term commitment amount | 2,500,000 | |
Telmetrics Acquisition | ||
Commitments And Contingencies [Line Items] | ||
Maximum contingent consideration cash payable on acquisition | 1,800,000 | $ 3,000,000 |
Fair value of contingent consideration | $ 568,000 | |
Sonar Acquisition | ||
Commitments And Contingencies [Line Items] | ||
Fair value of contingent consideration | $ 1,000,000 | |
Sonar Acquisition | Class B | Maximum | ||
Commitments And Contingencies [Line Items] | ||
Contingent consideration shares payable on acquisition | 389,000 |
Loss from Operations Before Pro
Loss from Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (5,174) | $ (2,312) |
Foreign | (589) | (522) |
Loss before provision for income taxes | $ (5,763) | $ (2,834) |
Provision for Income Taxes (Det
Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current federal provision | ||
Federal | $ (48) | |
State | 30 | |
Deferred provision (benefit) | ||
Federal | $ (1,014) | |
Foreign | (547) | (138) |
State | (160) | |
Total income tax benefit | $ (1,721) | $ (156) |
Computation of Income Tax Benef
Computation of Income Tax Benefit from Operations Using Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Income Tax Disclosure [Abstract] | |||
Income tax benefit at U.S. statutory rate | $ (1,216) | $ (595) | |
State taxes, net of valuation allowance | (126) | 24 | |
Stock-based compensation | [1] | 75 | 378 |
Valuation allowance | 471 | (83) | |
Research tax credits | (444) | (13) | |
Acquisition/Accretion costs | (428) | ||
Meals and entertainment | 64 | ||
Other expenses | (117) | 133 | |
Total income tax benefit | $ (1,721) | $ (156) | |
[1] | Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax [Line Items] | |||
U.S. federal income tax rates | 21.00% | 21.00% | |
Valuation allowance | $ 36,153 | $ 35,057 | $ 35,100 |
Change in the valuation allowance | 1,100 | 2,400 | |
Federal | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | 92,000 | ||
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 | 5,400 | ||
State and City | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 88,000 | ||
Net operating loss carryforwards expiration year | 2023 |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Accrued liabilities not currently deductible | $ 504 | $ 612 | |
Intangible assets-excess of financial statement over tax amortization | 239 | 873 | |
Goodwill recognized on financial statements in excess of tax amortization | 601 | 2,494 | |
Stock-based compensation | 2,024 | 1,894 | |
Federal net operating losses | 20,237 | 17,639 | |
State, local and foreign net operating loss carryforwards | 7,133 | 6,395 | |
Research & experimental tax and other credit carryforwards | 4,273 | 3,888 | |
Lease liability | 1,899 | ||
Other | 843 | 1,320 | |
Gross deferred tax assets | 37,753 | 35,115 | |
Valuation allowance | (36,153) | (35,057) | $ (35,100) |
Net deferred tax assets | 1,600 | 58 | |
Deferred tax liabilities: | |||
Intangible assets-excess of tax over financial statement amortization | (1,044) | (1,589) | |
Right-of-use lease asset | (1,537) | ||
Net deferred tax liabilities | $ (981) | $ (1,531) |
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, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Gross tax contingencies, beginning balance | $ 1,158 | $ 1,122 |
Gross increases to tax positions associated with prior periods | 0 | 0 |
Gross increases to current period tax positions | 110 | 36 |
Gross decreases to tax positions associated with prior periods | 0 | 0 |
Settlements | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Gross tax contingencies, ending balance | $ 1,268 | $ 1,158 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2019USD ($)Vote$ / sharesshares | Nov. 30, 2018USD ($)shares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Jan. 01, 2020shares | Jan. 01, 2019shares | Jan. 01, 2017shares | Nov. 30, 2014shares | |
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Common stock, shares authorized | 137,500,000 | 137,500,000 | 137,500,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||
Treasury stock acquired, value | $ | $ 5,673,000 | ||||||||
Cash dividends declared per share | $ / shares | $ 0.50 | ||||||||
Dividends payable | $ | $ 21,900,000 | ||||||||
Dividend paid in cash | $ | $ 21,911,000 | ||||||||
Options granted with exercise prices less than current market value, Shares | 0 | 0 | |||||||
Income tax benefit related to stock-based compensation included in net loss | $ | $ 0 | $ 0 | |||||||
Unrecognized stock option compensation not yet recognized | $ | $ 2,000,000 | 2,000,000 | |||||||
Proceed from exercise of stock option | $ | $ 1.8 | $ 89,000 | |||||||
Stock purchased by eligible employee | 12,200 | ||||||||
Equity Option | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 8 months 12 days | ||||||||
Restricted Stock | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Unrecognized compensation cost, weighted average recognition period | 3 years 6 months | ||||||||
Unrecognized compensation expense | $ | $ 5,600,000 | $ 5,600,000 | |||||||
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% | 25.00% | |||||||
Stock incentive plan, vesting period | 4 years | ||||||||
Stock Incentive Plan 2012 | Restricted Stock Units | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock incentive plan, options annual vesting percentage | 25.00% | 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 | 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 | 16,175 | ||||||||
Maximum | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 4.49 | ||||||||
Maximum | Stock Incentive Plan 2012 | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock incentive plan, shares authorized | 20,158,770 | ||||||||
Maximum | Stock Incentive Plan 2012 | Equity Option | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock incentive plan, shares authorized | 3,500,000 | 3,500,000 | |||||||
Maximum | Employee Stock Purchase Plan Twenty Fourteen | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.91 | ||||||||
Minimum | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.98 | ||||||||
Minimum | Stock Incentive Plan 2012 | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock incentive plan, shares authorized | 2,213,550 | 2,101,062 | |||||||
Minimum | Employee Stock Purchase Plan Twenty Fourteen | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.52 | ||||||||
Callcap Acquisition | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Cash paid for business acquisition | $ | $ 24,993,000 | ||||||||
Sonar Acquisition | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | |||||||
Cash paid for business acquisition | $ | $ 8,496,000 | ||||||||
Class B | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | 125,000,000 | ||||||
Votes per share | Vote | 1 | 1 | |||||||
Number of shares authorized to be repurchased | 3,000,000 | ||||||||
Treasury stock acquired, shares | 90,000 | ||||||||
Treasury stock acquired, value | $ | $ 900,000 | ||||||||
Treasury stock repurchased | $ / shares | $ 0.01 | ||||||||
Class B | Employee Stock Purchase Plan Twenty Fourteen | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Common stock purchase price as a percentage of fair value | 95.00% | ||||||||
Class B | Maximum | Stock Incentive Plan 2012 | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock incentive plan, shares authorized | 2,000,000 | 2,000,000 | |||||||
Class B | Callcap Acquisition | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock issued during the period, shares | 3,400,000 | ||||||||
Common stock issuance period | 4 years | ||||||||
Class B | Sonar Acquisition | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Stock issued during the period, shares | 1,000,000 | ||||||||
Common stock issuance period | 3 years | ||||||||
Class B | Sonar Acquisition | Maximum | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Future earnout consideration, shares | 389,000 | 389,000 | |||||||
Class B | Former Member Of Board Of Directors Member | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Treasury stock acquired, shares | 2,300,000 | ||||||||
Treasury stock acquired, value | $ | $ 5,700,000 | ||||||||
Class A | |||||||||
Shareholders Equity And Share Based Payments [Line Items] | |||||||||
Common stock, shares authorized | 12,500,000 | 12,500,000 | 12,500,000 | ||||||
Votes per share | Vote | 25 | 25 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 3,147 | $ 3,040 |
Service Costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 141 | 435 |
Sales and Marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 716 | 563 |
Product Development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 290 | 356 |
General and Administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 2,000 | $ 1,686 |
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, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.57% | 2.54% |
Risk-free interest rate, maximum | 2.22% | 2.93% |
Expected volatility, minimum | 39.00% | 41.00% |
Expected volatility, maximum | 50.00% | 53.00% |
Weighted average expected volatility | 38.00% | 49.00% |
Expected dividend yield | 0.00% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 4 years | 4 years |
Expected dividend yield | 0.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 3 months | 6 years 3 months |
Expected dividend yield | 3.70% |
Summary of Stock Option, Restri
Summary of Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options and restricted stock available for grant, Beginning Balance | 10,078,000 | |
Options and restricted stock available for grant, increase to pool | 2,214,000 | |
Options granted | (1,078,000) | |
Options exercised | 503,000 | |
Options expired | 978,000 | |
Options forfeited | 326,000 | |
Options and restricted stock available for grant, Ending Balance | 11,566,000 | 10,078,000 |
Options exercisable at December 31, 2019 | 2,900,000 | |
Number of shares, Beginning Balance | 5,511,000 | |
Options granted, Shares | 1,078,000 | |
Options exercised, Shares | (503,000) | |
Options expired, Shares | (978,000) | |
Options forfeited, Shares | (326,000) | |
Number of shares, Ending Balance | 4,782,000 | 5,511,000 |
Weighted average exercise price, Beginning Balance | $ 4.98 | |
Options granted, Weighted average exercise price | 4.31 | |
Options exercised, Weighted average exercise price | 3.68 | |
Options expired, Weighted average exercise price | 6.34 | |
Options forfeited, Weighted average exercise price | 3.53 | |
Weighted average exercise price, Ending Balance | 4.80 | $ 4.98 |
Options exercisable at December 31, 2019 | $ 5.55 | |
Weighted average remaining contractual term | 5 years 9 months 25 days | 5 years 6 months 10 days |
Weighted average remaining contractual term, Options exercisable at December 31, 2019 | 4 years 29 days | |
Aggregate intrinsic value, Outstanding | $ 1,585 | $ 24 |
Aggregate intrinsic value, Options exercisable at December 31, 2019 | $ 611 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted | (1,083,000) | |
Restricted stock forfeited | 131,000 |
Stock Compensation Activity (De
Stock Compensation Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of options granted | $ 1.62 | $ 1.20 |
Intrinsic value of options exercised (in thousands) | $ 496 | $ 14 |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grant date fair value of restricted stock vested (in thousands) | $ 1,545 | $ 2,845 |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 1,264,000 |
Granted, Shares | shares | 1,083,000 |
Vested, Shares | shares | (430,000) |
Forfeited, Shares | shares | (131,000) |
Unvested Shares, Ending Balance | shares | 1,786,000 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 3.28 |
Granted, Weighted average grant date fair value | $ / shares | 4.17 |
Vested, Weighted average grant date fair value | $ / shares | 3.60 |
Forfeited, Weighted average grant date fair value | $ / shares | 3.82 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 3.70 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | ||
Cash Contributions | $ 228,000 | $ 189,000 |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) - Segment | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 1 | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Revenue | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Segment Reporting Information | |||
Revenues by geographic region | 100.00% | 100.00% | |
United States | |||
Segment Reporting Information | |||
Revenues by geographic region | 98.00% | 99.00% | |
Canada | |||
Segment Reporting Information | |||
Revenues by geographic region | 2.00% | 1.00% | |
Other Countries | |||
Segment Reporting Information | |||
Revenues by geographic region | [1] | 0.00% | 0.00% |
[1] | Less than 1% of revenue |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Total consideration | $ 11,800,000 | |||
Contingent consideration | $ 1,500,000 | |||
Acquisition related liabilities | $ 1,000,000 | 1,000,000 | 141,000 | |
Change in fair value | 941,000 | |||
Revenue | 2,400,000 | |||
Telmetrics Acquisition | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||
Cash paid for business acquisition | $ 10,100,000 | |||
Maximum contingent consideration cash payable on acquisition | 1,800,000 | $ 3,000,000 | 1,800,000 | |
Contingent consideration, description | Up to $3.0 million in cash based upon the achievement of targeted financial goals over the two (2) twelve (12) month periods following the acquisition date. | |||
Minimum contingent consideration cash payable on acquisition | $ 0 | |||
Business combination contingent consideration payment to former shareholders | 450,000 | |||
Fair value of contingent consideration | $ 568,000 | |||
Indemnification obligations period | 18 months | |||
Total consideration | $ 11,700,000 | 11,800,000 | ||
Adjustment to goodwill | 61,000 | |||
Identifiable intangible assets | 6,351,000 | $ 6,351,000 | ||
Weighted average useful life | 3 years 7 months 6 days | |||
Finite-lived intangible assets, amortization method | straight-line method | |||
Contingent consideration | $ 1,600,000 | |||
Telmetrics Acquisition | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired identifiable intangible assets amortization period | 24 months | |||
Telmetrics Acquisition | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired identifiable intangible assets amortization period | 60 months | |||
Callcap Acquisition | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||
Cash paid for business acquisition | $ 24,993,000 | |||
Indemnification obligations period | 18 months | |||
Total consideration | $ 35,010,000 | |||
Identifiable intangible assets | $ 15,128,000 | $ 15,128,000 | ||
Weighted average useful life | 4 years 1 month 6 days | |||
Finite-lived intangible assets, amortization method | straight-line method | |||
Callcap Acquisition | Class B | ||||
Business Acquisition [Line Items] | ||||
Stock issued during the period, value | $ 10,000,000 | |||
Stock issued during the period, shares | 3,400,000 | |||
Common stock issuance period | 4 years | |||
Callcap Acquisition | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired identifiable intangible assets amortization period | 24 months | |||
Callcap Acquisition | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired identifiable intangible assets amortization period | 60 months | |||
Sonar Acquisition | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | ||
Cash paid for business acquisition | $ 8,496,000 | |||
Fair value of contingent consideration | $ 1,000,000 | $ 1,000,000 | ||
Indemnification obligations period | 12 months | |||
Total consideration | $ 13,315,000 | |||
Identifiable intangible assets | 5,052,000 | $ 5,052,000 | ||
Weighted average useful life | 4 years 7 months 6 days | |||
Finite-lived intangible assets, amortization method | straight-line method | |||
Business combination contingent consideration, Description | To the extent earned and payable, one half of such shares will be issued upon the first anniversary of the closing and one half will be issued upon the second anniversary of the closing, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. | |||
Contingent consideration | $ 1,016,000 | |||
Revenue | $ 108,347,000 | $ 103,792,000 | ||
Sonar Acquisition | Class B | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration, description | Up to 389,000 shares of Class B common stock based upon the achievement of certain financial target goals. | |||
Stock issued during the period, shares | 1,000,000 | |||
Common stock issuance period | 3 years | |||
Contingent consideration shares payable on acquisition | 389,000 | |||
Common stock issued value acquisitions deferred | $ 3,800,000 | |||
Sonar Acquisition | Minimum | ||||
Business Acquisition [Line Items] | ||||
Acquired identifiable intangible assets amortization period | 24 months | |||
Contingent consideration shares payable on acquisition | 0 | |||
Sonar Acquisition | Maximum | ||||
Business Acquisition [Line Items] | ||||
Acquired identifiable intangible assets amortization period | 60 months | |||
Contingent consideration shares payable on acquisition | 389,000 | |||
Sonar Acquisition | Maximum | Class B | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration shares payable on acquisition | 389,000 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration for Acquisition (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Future consideration | $ 1,500 | |||
Total | $ 11,800 | |||
Telmetrics Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 10,100 | |||
Future consideration | 1,600 | |||
Total | 11,700 | $ 11,800 | ||
Callcap Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | 24,993 | |||
Fair value of equity consideration | 10,017 | |||
Total | $ 35,010 | |||
Sonar Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 8,496 | |||
Fair value of equity consideration | 3,803 | |||
Future consideration | 1,016 | |||
Total | $ 13,315 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 33,433 | $ 24,442 |
Telmetrics Acquisition | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 359 | |
Accounts receivable | 1,274 | |
Prepaid expenses and other current assets | 586 | |
Property and equipment | 281 | |
Identifiable intangible assets | 6,351 | |
Liabilities assumed | (885) | |
Deferred tax liabilities | (1,677) | |
Net assets acquired | 6,289 | |
Goodwill | 5,472 | |
Total | 11,761 | |
Callcap Acquisition | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 490 | |
Accounts receivable | 246 | |
Prepaid expenses and other current assets | 504 | |
Property and equipment | 93 | |
Identifiable intangible assets | 15,128 | |
Liabilities assumed | (482) | |
Net assets acquired | 15,979 | |
Goodwill | 19,031 | |
Total | 35,010 | |
Sonar Acquisition | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 480 | |
Accounts receivable | 141 | |
Prepaid expenses and other current assets | 42 | |
Property and equipment | 25 | |
Identifiable intangible assets | 5,052 | |
Liabilities assumed | (171) | |
Deferred tax liabilities | (1,184) | |
Net assets acquired | 4,385 | |
Goodwill | 8,930 | |
Total | $ 13,315 |
Acquisitions - Summary of Est_2
Acquisitions - Summary of Estimated Fair Value of Acquisition-Related Liabilities (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 1,500,000 | ||||
Change in fair value | $ (941,000) | ||||
Telmetrics Acquisition | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 1,600,000 | ||||
Business combination contingent consideration payment to former shareholders | $ 450,000 | ||||
Sonar Acquisition | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 1,016,000 | ||||
(Level 3) | |||||
Business Acquisition [Line Items] | |||||
Balance | 0 | ||||
Business combination contingent consideration payment to former shareholders | 1,584,000 | 1,584,000 | 1,509,000 | ||
Change in fair value | (941,000) | ||||
Balance | $ 568,000 | 568,000 | 0 | ||
(Level 3) | Telmetrics Acquisition | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 1,509,000 | $ 1,509,000 | |||
(Level 3) | Sonar Acquisition | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 1,016,000 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Proforma Financial Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 2,400 | |
Sonar Acquisition | ||
Business Acquisition [Line Items] | ||
Revenue | $ 108,347 | 103,792 |
Net loss applicable to common stockholders | $ (4,838) | $ (6,000) |
Identifiable Intangible Asset_3
Identifiable Intangible Assets from Acquisitions - Summary of Identifiable Intangible Assets from Acquisitions (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,530 | $ 21,478 |
Accumulated Amortization | (7,045) | (781) |
Net Carrying Amount | 19,485 | 20,697 |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,018 | 12,368 |
Accumulated Amortization | (2,784) | (295) |
Net Carrying Amount | 10,234 | 12,073 |
Technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,369 | 5,879 |
Accumulated Amortization | (2,252) | (258) |
Net Carrying Amount | 7,117 | 5,621 |
Non-compete Agreements | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,409 | 2,559 |
Accumulated Amortization | (1,628) | (184) |
Net Carrying Amount | 1,781 | 2,375 |
Tradenames | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 734 | 672 |
Accumulated Amortization | (381) | (44) |
Net Carrying Amount | $ 353 | $ 628 |
Identifiable Intangible Asset_4
Identifiable Intangible Assets from Acquisitions - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets from acquisitions | $ 6,263,000 | $ 781,000 |
Estimated amortization expense in 2020 | 6,900,000 | |
Estimated amortization expense in 2021 | 5,400,000 | |
Estimated amortization expense in 2022 | 3,300,000 | |
Estimated amortization expense in 2023 | 3,000,000 | |
Estimated amortization expense, thereafter | $ 826,000,000 | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 5 years | |
Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 4 years | |
Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 2 years | |
Non-compete Agreements | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 1 year | |
Non-compete Agreements | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 3 years |
Summary of Changes in Carrying
Summary of Changes in Carrying Amount of Goodwill (Detail) | 12 Months Ended | |
Dec. 31, 2019USD ($) | ||
Goodwill [Line Items] | ||
Beginning balance | $ 24,442,000 | |
Adjustment to goodwill | 61,000 | [1] |
Ending balance | 33,433,000 | |
Sonar Acquisition | ||
Goodwill [Line Items] | ||
Adjustment to goodwill | $ 8,930,000 | |
[1] | Included working capital adjustments finalized subsequent to the acquisition in November 2018, resulting in total consideration of approximately $11.8 million and an adjustment to goodwill in the amount of $61,000 during the year ended December 31, of 2019 |
Summary of Changes in Carryin_2
Summary of Changes in Carrying Amount of Goodwill (Detail) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2019USD ($) | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Total consideration | $ 11,800,000 | |
Adjustment to goodwill | $ 61,000 | [1] |
[1] | Included working capital adjustments finalized subsequent to the acquisition in November 2018, resulting in total consideration of approximately $11.8 million and an adjustment to goodwill in the amount of $61,000 during the year ended December 31, of 2019 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill impairment loss | $ 0 |