Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MCHX | |
Entity Registrant Name | MARCHEX INC | |
Entity Central Index Key | 0001224133 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class B Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity File Number | 000-50658 | |
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 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
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 | 39,868,120 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 40,312 | $ 42,526 |
Accounts receivable, net | 16,762 | 17,809 |
Prepaid expenses and other current assets | 2,097 | 2,084 |
Total current assets | 59,171 | 62,419 |
Property and equipment, net | 3,264 | 3,028 |
Right-of-use lease asset | 5,578 | 5,801 |
Other assets, net | 1,096 | 335 |
Goodwill | 19,132 | 33,433 |
Intangible assets from acquisitions, net | 11,820 | 19,485 |
Total assets | 100,061 | 124,501 |
Current liabilities: | ||
Accounts payable | 7,476 | 7,082 |
Accrued expenses and other current liabilities | 7,223 | 6,679 |
Current portion of acquisition-related liabilities | 642 | 1,111 |
Deferred revenue and deposits | 1,380 | 1,173 |
Lease liability current | 1,495 | 1,500 |
Total current liabilities | 18,216 | 17,545 |
Deferred tax liabilities | 181 | 981 |
Lease liability non-current | 5,410 | 5,664 |
Non-current portion of acquisition-related liabilities | 226 | 473 |
Total liabilities | 24,033 | 24,663 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Additional paid-in capital | 360,696 | 359,633 |
Accumulated deficit | (285,115) | (260,240) |
Total stockholders’ equity | 76,028 | 99,838 |
Total liabilities and stockholders’ equity | 100,061 | 124,501 |
Class A | ||
Stockholders’ equity: | ||
Common stock | 49 | 49 |
Class B | ||
Stockholders’ equity: | ||
Common stock | $ 398 | $ 396 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class A | ||
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 4,661,000 | 4,661,000 |
Common stock, shares outstanding | 4,661,000 | 4,661,000 |
Class B | ||
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 39,768,000 | 39,610,000 |
Common stock, shares outstanding | 39,768,000 | 39,610,000 |
Restricted stock, shares outstanding | 1,145,000 | 1,030,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Revenue | $ 24,785 | $ 26,406 | |
Expenses: | |||
Service costs | $ 14,498 | $ 14,258 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | |
Sales and marketing | $ 4,991 | $ 4,113 | |
Product development | 6,043 | 4,568 | |
General and administrative | 3,737 | 3,320 | |
Amortization of intangible assets from acquisitions | 1,763 | 1,568 | |
Acquisition-related costs (benefit) | (635) | 182 | |
Total operating expenses | 30,397 | 28,009 | |
Impairment of goodwill | [1] | (14,213) | |
Impairment of intangible assets from acquisitions | (5,903) | ||
Loss from operations | (25,728) | (1,603) | |
Interest income and other, net | 110 | 185 | |
Loss before provision for income taxes | (25,618) | (1,418) | |
Income tax benefit | (743) | (119) | |
Net loss applicable to common stockholders | $ (24,875) | $ (1,299) | |
Basic and diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.53) | $ (0.03) | |
Class A | |||
Expenses: | |||
Net loss applicable to common stockholders | $ (2,475) | $ (146) | |
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 | 4,661 | 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 | 4,661 | 5,056 | |
Class B | |||
Expenses: | |||
Net loss applicable to common stockholders | $ (22,400) | $ (1,153) | |
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 | 42,179 | 39,827 | |
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 | 46,840 | 44,883 | |
[1] | The impairment is estimated and preliminary as of March 31, 2020 and is recorded on the income statement within impairment of goodwill. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization of intangible assets from acquisitions | $ 1,763 | $ 1,568 |
Sales and Marketing | ||
Amortization of intangible assets from acquisitions | 742 | 618 |
General and Administrative | ||
Amortization of intangible assets from acquisitions | 265 | 376 |
Service Costs | ||
Amortization of intangible assets from acquisitions | $ 756 | $ 574 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A | Class B | Class A common stockClass A | Class A common stockClass B | Treasury stock | Additional paid-in capital | Accumulated deficit |
Beginning Balance at Dec. 31, 2018 | $ 95,026 | $ 53 | $ 370 | $ 350,801 | $ (256,198) | |||
Beginning Balance (in shares) at Dec. 31, 2018 | 5,056 | 36,965 | ||||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 194 | $ 1 | $ (1) | 194 | ||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 129 | (90) | ||||||
Stock compensation from options and restricted stock, net of forfeitures | 545 | 545 | ||||||
Net loss | (1,299) | (1,299) | ||||||
Ending Balance at Mar. 31, 2019 | 94,466 | $ 53 | $ 371 | $ (1) | 351,540 | (257,497) | ||
Ending Balance (in shares) at Mar. 31, 2019 | 5,056 | 37,094 | ||||||
Ending Balance, share at Mar. 31, 2019 | (90) | |||||||
Beginning Balance at Dec. 31, 2019 | 99,838 | $ 49 | $ 396 | 359,633 | (260,240) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 4,661 | 39,610 | 4,661 | 39,610 | ||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 8 | $ 2 | 6 | |||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 158 | |||||||
Stock compensation from options and restricted stock, net of forfeitures | 1,057 | 1,057 | ||||||
Net loss | (24,875) | (24,875) | ||||||
Ending Balance at Mar. 31, 2020 | $ 76,028 | $ 49 | $ 398 | $ 360,696 | $ (285,115) | |||
Ending Balance (in shares) at Mar. 31, 2020 | 4,661 | 39,768 | 4,661 | 39,768 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Operating Activities: | |||
Net loss | $ (24,875) | $ (1,299) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization and depreciation | 2,278 | 2,034 | |
Impairment of goodwill | [1] | 14,213 | |
Impairment of intangibles assets from acquisitions | 5,903 | ||
Allowance for doubtful accounts and advertiser credits | 1,351 | (157) | |
Deferred income taxes | (800) | (141) | |
Stock-based compensation | 1,057 | 545 | |
Acquisition-related costs (benefit) | (728) | 117 | |
Change in certain assets and liabilities: | |||
Accounts receivable, net | (304) | 1,638 | |
Prepaid expenses, other current assets and other assets | (854) | (394) | |
Accounts payable | 318 | 743 | |
Accrued expenses and other current liabilities | 521 | 416 | |
Deferred revenue and deposits | 206 | 2,174 | |
Other non-current liabilities | (52) | ||
Net cash provided by (used in) operating activities | (1,714) | 5,624 | |
Investing Activities: | |||
Purchases of property and equipment | (596) | (237) | |
Cash received in connection with acquisitions | 88 | 95 | |
Purchases of intangible assets and changes in other non-current assets | (1) | (1) | |
Net cash used in investing activities | (509) | (143) | |
Financing Activities: | |||
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 9 | 195 | |
Net cash provided by financing activities | 9 | 195 | |
Net increase (decrease) in cash and cash equivalents | (2,214) | 5,676 | |
Cash and cash equivalents at beginning of period | 42,526 | 45,230 | |
Cash and cash equivalents at end of period | 40,312 | 50,906 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for operating leases | $ 301 | $ 418 | |
[1] | The impairment is estimated and preliminary as of March 31, 2020 and is recorded on the income statement within impairment of goodwill. |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | (1) 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 accompanying unaudited Condensed Consolidated Financial Statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or for any other period. The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2019, as amended, and filed with the SEC. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. 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 messaging sales engagement and analytics company. See Note 11. Acquisitions (b) The Impact of COVID-19 on our Results of Operations In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by the World Health Organization. Across the United States and the world, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant, exhibited by, among other things, a rise in unemployment and market volatility. For most of the quarter ended March 31, 2020, the Company’s results reflect historical trends and seasonality. However, in March 2020, the Company experienced a decline in revenues due to the impact of COVID-19 and the related reductions in global economic activity and reduced spending by its customers in response to the macroeconomic impact. The Company also assessed the realized and potential credit deterioration of its customers due to changes in the macroeconomic environment, which has been reflected in an increase in its allowance for credit losses for accounts receivable. Additionally, the Company determined that indicators of impairment had occurred during the first quarter of 2020, which resulted in the Company performing an interim impairment analysis during the first quarter of 2020. As a result of this interim impairment test, the Company recognized an impairment of its intangible long-lived assets and goodwill during the first quarter of 2020. See the Notes to the Condensed Consolidated Financial Statements for additional information. For additional information for the effects of the COVID-19 pandemic and resulting global disruptions on the Company’s business and operations, refer to Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1.A of Part II, “Risk Factors”. (c) 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. (d) Fair Value of Financial Instruments The Company had the following financial instruments as of December 31, 2019 and March 31, 2020: 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, 2019 and March 31, 2020 (in thousands): At December 31, At March 31, 2019 2020 Level 1 Assets: Cash $ 15,258 $ 12,961 Money market funds 27,268 27,351 Total cash and cash equivalents $ 42,526 $ 40,312 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 11. 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 Condensed Consolidated Statements of Operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | (2) Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions. Except for the changes below, the Company has consistently applied the accounting policies to all periods presented in these Condensed Consolidated Financial Statements. As of March 31, 2020, the impact of the outbreak of COVID-19 continues to unfold. As a result, many of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Recent Accounting Pronouncement(s) Not Yet Effective 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 (ASU-2019-10) In February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments — Credit Losses (Topic 326) and Leases (Topic 842). Codification Improvements to Financial Instruments (ASU 2020-03) 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 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | (3) Revenue Recognition The Company generates the majority of its its performance based advertising services, which include the The Company adopted FASB ASC Topic 606, Revenue from Contracts with Customers, (ASC 606) on January 1, 2018 using the modified retrospective approach for all contracts not completed as of the date of initial application, referred to as open contracts. Therefore, the comparative information has not been adjusted and continues to be reported under ASC 605. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service or product to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. 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 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. principal for the transaction principal and For the three months ended March 31, 2019, revenues disaggregated by service type were $25.2 million for performance based advertising services and $1.2 million for local leads services. For the three months ended March 31, 2020, revenues disaggregated by service type were $24.0 million for performance based advertising services and $826,000 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 as of March 31, 2020, 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 $346,000 and $370,000 as of December 31, 2018 and 2019, respectively, and was $323,000 as of March 31, 2020. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s consolidated balance sheet as of December 31, 2018 and 2019, was $1.8 million and $1.2 million, respectively, and was $1.4 million as of March 31, 2020. During the three months ended March 31, 2019 and 2020, revenue recognized that was included in the contract liabilities balance at the beginning of the period was $349,000 and $587,000, 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, 2019 and March 31, 2020, the Company had $287,000 and $289,000 of net deferred contract costs, respectively, and the amortization associated with these costs was $108,000 and $79,000 for the three months ended March 31, 2019 and 2020, respectively. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Plans | (4) Stock-based Compensation Plans The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Three months ended March 31, 2019 2020 Service costs $ 59 $ 22 Sales and marketing 177 316 Product development 76 94 General and administrative 233 625 Total stock-based compensation $ 545 $ 1,057 The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the three months ended March 31, 2019 and 2020, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Three months ended March 31, 2019 2020 Expected life (in years) 4.0 4.0 - 6.25 Risk-free interest rate 2.22% 1.13% - 1.22% Expected volatility 40% 46% - 52% Stock option activity during the three months ended March 31, 2020 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2019 4,782 $ 4.80 5.82 Options granted 239 3.02 Options forfeited (49 ) 3.08 Options expired (94 ) 5.11 Balance at March 31, 2020 4,878 $ 4.72 5.81 Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions. Restricted stock awards and restricted stock unit activity during the three months ended March 31, 2020 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2019 1,786 $ 3.70 Granted 175 2.92 Vested (38 ) 4.00 Forfeited (11 ) 2.65 Unvested balance at March 31, 2020 1,912 $ 3.63 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | (5) Net Income (Loss) Per Share The Company computes net income (loss) per share of Class A and Class B common stock using the two class method. Under the provisions of the two class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares. In accordance with the two class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on the Company’s common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. The following table presents the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Three months ended March 31, 2019 2020 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (146 ) $ (1,153 ) $ (2,475 ) $ (22,400 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 39,827 4,661 42,179 Basic net loss per share applicable to common stockholders $ (0.03 ) $ (0.03 ) $ (0.53 ) $ (0.53 ) The following table presents the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Three months ended March 31, 2019 2020 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ (146 ) $ (1,153 ) $ (2,475 ) $ (22,400 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (146 ) — (2,475 ) Diluted net loss applicable to common stockholders $ (146 ) $ (1,299 ) $ (2,475 ) $ (24,875 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 39,827 4,661 42,179 Conversion of Class A to Class B common shares outstanding — 5,056 — 4,661 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 44,883 4,661 46,840 Diluted net loss per share applicable to common stockholders $ (0.03 ) $ (0.03 ) $ (0.53 ) $ (0.53 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the three months ended March 31, 2019 and 2020, outstanding options to acquire 5,283 and 4,878 shares, respectively of Class B common stock. • For the three months ended March 31, 2019 and 2020, 524 and 1,145 shares of unvested Class B restricted common shares, respectively. • For the three months ended March 31, 2019 and 2020, 732 and 767 restricted stock units, respectively. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2020 | |
Risks And Uncertainties [Abstract] | |
Concentrations | (6) Concentrations The Company maintains substantially all of its cash and cash equivalents with two financial institutions and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. The advertisers representing more than 10% of revenue are as follows (in percentages): Three months ended March 31, 2019 2020 Advertiser A 27 % 26 % Advertiser B 15 % 17 % Advertiser A is also a distribution partner. The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages): At December 2019 At March 31, 2020 Advertiser A 10 % 12 % Advertiser B 41 % 40 % 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 15% of revenue for the three months ended March 31, 2019 and 2020, respectively. This same advertising agency represented 37% and 38% of accounts receivable as of December 31, 2019 and March 31, 2020, respectively. A significant amount of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or, if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors. There were no distribution partners paid more than 10% of revenue for the three months ended March 31, 2019 and 2020. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (7) Segment Reporting and Geographic Information Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. For the periods presented, the Company operated as 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 vast majority of the Company’s revenue and accounts receivable are derived from domestic sales to advertisers engaged in various mobile, online and other activities. Revenues by geographic region are as follows (in percentages): Three months ended March 31, 2019 2020 United States 99 % 98 % Canada 1 % 1 % Other countries * 1 % 100 % 100 % * Less than 1% of revenue. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (8) Property and Equipment Property and equipment consisted of the following (in thousands): At December 31, 2019 At March 31, 2020 Computer and other related equipment $ 19,386 $ 19,610 Purchased and internally developed software 6,693 6,700 Furniture and fixtures 1,033 1,033 Leasehold improvements 1,737 2,060 $ 28,849 $ 29,403 Less: Accumulated depreciation and amortization (25,821 ) (26,139 ) Property and equipment, net $ 3,028 $ 3,264 Depreciation and amortization expense related to property and equipment was approximately $357,000 and $436,000 for the three months ended March 31, 2019 and 2020, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | (9) Leases The Company adopted FASB ASC Topic 842, 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 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 will be reduced by $100,000 annually starting in April 2019. 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 March 31, 2019. 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 second 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): Three months ended March 31, 2019 2020 Operating lease cost $ 434 $ 420 Short-term operating lease cost (1) 30 30 Total operating lease cost $ 464 $ 450 Other information: Weighted-average remaining lease term - operating leases 5.9 years 4.9 years Weighted-average discount rate - operating leases (2) 5.0% 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 on the Company’s balance sheet as of March 31, 2020. The Company recognizes short-term operating lease costs on a straight-line basis. (2) The discount rate used to compute the present value of total lease liabilities as of March 31, 2019 and March 31, 2020 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 March 31, 2020, the Company’s operating lease liabilities were as follows (in thousands): Total Gross future operating lease payments (1) $ 8,289 Less: imputed interest (1,384 ) Present value of total operating lease liabilities 6,905 Less: current portion of operating lease liabilities (1,495 ) Total long-term operating lease liabilities $ 5,410 (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 $9.3 million. |
Commitments, Contingencies, and
Commitments, Contingencies, and Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Commitments, Contingencies, and Taxes | (10) Commitments, Contingencies, and Taxes (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 (1) Other contractual obligations Total 2020 $ 1,335 $ 1,213 $ 2,548 2021 1,850 690 2,540 2022 1,811 179 1,990 2023 1,865 27 1,892 2024 and after 2,438 — 2,438 Total minimum payments $ 9,299 $ 2,109 $ 11,408 (1) For additional information regarding the Company’s facilities operating leases, see Note 9. 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. 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 arrangements for both the Telmetrics and Sonar acquisitions are approximately $868,000 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, 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 we could be required to make under these indemnification provisions could be material. While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity. (c) Taxes The Company determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100% valuation allowance against these deferred tax assets as of December 31, 2019 (excluding certain insignificant Canadian deferred tax assets) and March 31, 2020. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considered the future reversal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized. From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact 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 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | (11) 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 (1) $ 10,161 Future consideration 1,600 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 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 . In connection with the acquisition, a portion of the cash consideration was placed in escrow to secure indemnification obligations for a minimum 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 (1) 5,472 Total (1) $ 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 future cash flows after the acquisition of Telmetrics. The goodwill is not anticipated to be deductible for Canadian tax purposes. The Company performed an interim impairment test of its long-lived intangible assets and goodwill during the three months ended March 31, 2020. As a result of this testing, an impairment charge for both long-lived intangible assets and goodwill was recognized. See Note 12. Identifiable Intangible Assets from Acquisitions Note 13. Goodwill (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 future cash flows after the acquisition of Callcap. The goodwill is deductible for federal tax purposes. The Company performed an interim impairment test of its long-lived intangible assets and goodwill during the three months ended March 31, 2020. As a result of this testing, an impairment charge for both long-lived intangible assets and goodwill was recognized. See Note 12. Identifiable Intangible Assets from Acquisitions Note 13. Goodwill (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 (1) $ 8,408 Fair value of equity consideration 3,803 Future consideration 1,016 Total $ 13,227 (1) Included working capital adjustments finalized subsequent to the acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of approximately $88,000 during the three months ended March 31, 2020. 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 arrangements from the Telmetrics and Sonar acquisitions as of March 31, 2020 totaling approximately $868,000 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. 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 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 (1) 8,842 Total (1) $ 13,227 (1) Included working capital adjustments finalized subsequent to the acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of approximately $88,000 during the three months ended March 31, 2020. 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. The Company performed an interim impairment test of its long-lived intangible assets and goodwill during the three months ended March 31, 2020. As a result of this testing, an impairment charge for both long-lived intangible assets and goodwill was recognized. See Note 12. Identifiable Intangible Assets from Acquisitions Note 13. Goodwill (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, 2018: $ — Contingent consideration - Telmetrics acquisition 1,509 Contingent consideration - Sonar acquisition 1,016 Change in fair value (1) (941 ) Balance at December 31, 2019 (2) $ 1,584 Change in fair value (1) (716 ) Balance at March 31, 2020 (2) $ 868 (1) The Company recognized a net change in fair value of the contingent consideration of approximately $941,000 and $716,000 for the year ended December 31, 2019 and the three months ended March 31, 2020, respectively. 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) There were no 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 and Sonar and is based on the historical results of operations of the Company and Sonar. The pro forma information reflects the results of operations of the Company as if the acquisition of Sonar had taken place on January 1, 2018. The unaudited pro forma financial information for the three months ended March 31, 2019 combine the historical results of operations for the Company for the three months ended March 31, 2019 and Sonar’s historical results of operations during the pre-acquisition period for the three months ended March 31, 2019. The pro forma information includes adjustments for amortization of intangible assets, accretion of interest expense related to the future consideration, and elimination of interest expense and income. The unaudited pro forma financial information is provided for informational 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. (Unaudited) (in thousands) Three months ended March 31, 2019 Revenue $ 26,873 Net loss applicable to common stockholders (1,641 ) |
Identifiable Intangible Assets
Identifiable Intangible Assets from Acquisition | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets from Acquisitions | (12) Ide ntifiable Intangible Assets from Acquisitions For the three months ended March 31, 2020, our stock price was 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, and traded below the then book value for an extended period of time. As a result, the Company performed an interim impairment test of our long-lived intangible assets using an undiscounted cash flow analysis pursuant to ASC 360, Property, Plant, and Equipment As a result, the Company was required to determine the fair value of each asset group. To estimate the fair value, the Company utilized both the cost recovery and income approach, which is based on a discounted cash flow (DCF) analysis and calculates the fair value by estimating the after-tax cash flows attributable to the asset group and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on the Company's most recent strategic plan and for periods beyond the strategic plan and the Company's estimates were based on assumed growth rates expected as of the measurement date. The Company believes its assumptions were consistent with the plans and estimates that a market participant would use to manage the business. Based on the results of this testing, the Company recorded pre-tax non-cash impairment totaling $5.9 million in the first quarter of 2020 relating to customer relationships, technologies, non-compete agreements and tradenames. These charges are reflected in the Company’sCondensed Consolidated Statement of Operations for the period ending March 31, 2020. There is uncertainty regarding the revenue growth factors for these assets and a change in the long-term revenue growth rate or increase in the discount rate assumption could increase the likelihood of a future impairment. Following the recognition of the impairment losses, intangible assets had an aggregate net carrying value of $11.8 million as of March 31, 2020. The fair value was estimated by applying either 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 estimated future cash flows associated with the assets, or the cost approach, which is based on cost to recreate and adjusted for significant inputs that are not observable in the market (Level 3 inputs), such as physical, functional and economic obsolescence factors. During the three months ended March 31, 2020, the Company recorded an impairment to its intangible assets from acquisitions in the amount of $5.9 million which is recorded on the income statement within impairment of intangible assets from acquisitions. Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 13,018 $ (2,784 ) $ 10,234 Technologies 9,369 (2,252 ) 7,117 Non-compete agreements 3,409 (1,628 ) 1,781 Tradenames 734 (381 ) 353 Total identifiable intangible assets from acquisitions $ 26,530 $ (7,045 ) $ 19,485 As of March 31, 2020 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (3,484 ) $ (4,202 ) $ 5,332 Technologies 9,369 (2,916 ) (1,062 ) 5,391 Non-compete agreements 3,409 (1,934 ) (458 ) 1,017 Tradenames 734 (473 ) (181 ) 80 Total identifiable intangible assets from acquisitions $ 26,530 $ (8,807 ) $ (5,903 ) $ 11,820 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, 3 years, 2 years, 1 - 2 years, respectively. Aggregate amortization expense incurred by the Company for the three months ended March 31, 2019 and 2020 was approximately $1.6 million and $1.8 million, respectively. Based upon the current amount of acquired identifiable intangible assets subject to amortization, the estimated remaining amortization expense as of March 31, 2020 for the next five years is as follows: $3.6 million in 2020, $3.9 million in 2021, $1.9 million in 2022, $1.8 million in 2023, and $600,000 in 2024. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (13) Goodwill Changes in the carrying amount of goodwill for the three months ended March 31, 2020 are as follows (in thousands): Balance as of December 31, 2019 $ 33,433 Adjustment to goodwill (1) (88 ) Impairment of goodwill (2) (14,213 ) Balance as of March 31, 2020 $ 19,132 (1) Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. (2) The impairment is estimated and preliminary as of March 31, 2020 and is recorded on the income statement within impairment of goodwill. 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. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment and determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. For the three months ended March 31, 2020, the Company’s stock price was 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, and traded below the then book value for an extended period of time. Accordingly, the Company tested its goodwill for impairment and concluded that the carrying value exceeded the estimated fair value of the Company’s single reporting unit and recognized an impairment loss during the first quarter of 2020 of $14.2 million. The estimated fair value of the Company’s single reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors, including the Company’s stock price. The goodwill impairment loss resulted primarily from a sustained decline in the Company’s common stock share price and market capitalization as well as lower projected revenue growth rates and profitability levels compared to historical results. The lower projected operating results reflect changes in assumptions related to organic revenue growth rates, market trends, business mix, cost structure, and other expectations about the anticipated short-term and long-term operating results. The testing of goodwill for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. Events and circumstances considered in determining whether the carrying value of goodwill may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant changes in competition and market dynamics; significant and sustained declines in the Company’s stock price and market capitalization; a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate. These estimates and circumstances are inherently uncertain and can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, a loss of a significant customer, changes in competition, volatility in financial markets, or changes in the share price of the Company’s common stock and market capitalization. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock | (14) Common Stock In November 2014, the Company’s board of directors authorized a share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. For the three months ended March 31, 2019 and 2020 the Company did not repurchase any Class B common stock. 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. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | (14) Subsequent Event During the second quarter of 2020, the Company secured a $4.0 million promissory note to a bank lender pursuant to a government loan program. The loan bears an interest rate of 1% per annum, has a two-year maturity, allows for early repayment and a deferment period of six months. Certain of the Company’s subsidiaries have recently secured similar loans in the aggregate principal amount of approximately $1.3 million. Amounts under the loans will be repayable to the lenders in monthly installments following the six-month deferment period. The loans or portions thereof may be eligible for forgiveness if certain requirements of the government program are met. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Accompanying Unaudited Condensed Consolidated Financial Statements | The accompanying unaudited Condensed Consolidated Financial Statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or for any other period. The balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2019, as amended, and filed with the SEC. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the consolidated financial statements in the prior periods to conform to the current period presentation. 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 messaging sales engagement and analytics company. See Note 11. Acquisitions |
Cash and Cash Equivalents | (c) 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 | (d) Fair Value of Financial Instruments The Company had the following financial instruments as of December 31, 2019 and March 31, 2020: 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, 2019 and March 31, 2020 (in thousands): At December 31, At March 31, 2019 2020 Level 1 Assets: Cash $ 15,258 $ 12,961 Money market funds 27,268 27,351 Total cash and cash equivalents $ 42,526 $ 40,312 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 11. 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 Condensed Consolidated Statements of Operations. |
Recent Accounting Pronouncement(s) Not Yet Effective | Recent Accounting Pronouncement(s) Not Yet Effective 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 (ASU-2019-10) In February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments — Credit Losses (Topic 326) and Leases (Topic 842). Codification Improvements to Financial Instruments (ASU 2020-03) 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 |
Stock-Based Compensation | The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the three months ended March 31, 2019 and 2020, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. |
Description of Business and B_2
Description of Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
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, 2019 and March 31, 2020 (in thousands): At December 31, At March 31, 2019 2020 Level 1 Assets: Cash $ 15,258 $ 12,961 Money market funds 27,268 27,351 Total cash and cash equivalents $ 42,526 $ 40,312 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Expense Included in Operating Expense | Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Three months ended March 31, 2019 2020 Service costs $ 59 $ 22 Sales and marketing 177 316 Product development 76 94 General and administrative 233 625 Total stock-based compensation $ 545 $ 1,057 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Three months ended March 31, 2019 2020 Expected life (in years) 4.0 4.0 - 6.25 Risk-free interest rate 2.22% 1.13% - 1.22% Expected volatility 40% 46% - 52% |
Summary of Stock Option | Stock option activity during the three months ended March 31, 2020 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2019 4,782 $ 4.80 5.82 Options granted 239 3.02 Options forfeited (49 ) 3.08 Options expired (94 ) 5.11 Balance at March 31, 2020 4,878 $ 4.72 5.81 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the three months ended March 31, 2020 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2019 1,786 $ 3.70 Granted 175 2.92 Vested (38 ) 4.00 Forfeited (11 ) 2.65 Unvested balance at March 31, 2020 1,912 $ 3.63 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Loss per Share Basic and Diluted | The following table presents the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Three months ended March 31, 2019 2020 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss applicable to common stockholders $ (146 ) $ (1,153 ) $ (2,475 ) $ (22,400 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 39,827 4,661 42,179 Basic net loss per share applicable to common stockholders $ (0.03 ) $ (0.03 ) $ (0.53 ) $ (0.53 ) The following table presents the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Three months ended March 31, 2019 2020 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss applicable to common stockholders $ (146 ) $ (1,153 ) $ (2,475 ) $ (22,400 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (146 ) — (2,475 ) Diluted net loss applicable to common stockholders $ (146 ) $ (1,299 ) $ (2,475 ) $ (24,875 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 5,056 39,827 4,661 42,179 Conversion of Class A to Class B common shares outstanding — 5,056 — 4,661 Weighted average number of shares outstanding used to calculate diluted net loss per share 5,056 44,883 4,661 46,840 Diluted net loss per share applicable to common stockholders $ (0.03 ) $ (0.03 ) $ (0.53 ) $ (0.53 ) |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Schedules of Concentration of Risk, by Risk Factor | The advertisers representing more than 10% of revenue are as follows (in percentages): Three months ended March 31, 2019 2020 Advertiser A 27 % 26 % Advertiser B 15 % 17 % Advertiser A is also a distribution partner. |
Accounts Receivable | |
Schedules of Concentration of Risk, by Risk Factor | The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages): At December 2019 At March 31, 2020 Advertiser A 10 % 12 % Advertiser B 41 % 40 % |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows (in percentages): Three months ended March 31, 2019 2020 United States 99 % 98 % Canada 1 % 1 % Other countries * 1 % 100 % 100 % * Less than 1% of revenue. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): At December 31, 2019 At March 31, 2020 Computer and other related equipment $ 19,386 $ 19,610 Purchased and internally developed software 6,693 6,700 Furniture and fixtures 1,033 1,033 Leasehold improvements 1,737 2,060 $ 28,849 $ 29,403 Less: Accumulated depreciation and amortization (25,821 ) (26,139 ) Property and equipment, net $ 3,028 $ 3,264 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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): Three months ended March 31, 2019 2020 Operating lease cost $ 434 $ 420 Short-term operating lease cost (1) 30 30 Total operating lease cost $ 464 $ 450 Other information: Weighted-average remaining lease term - operating leases 5.9 years 4.9 years Weighted-average discount rate - operating leases (2) 5.0% 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 on the Company’s balance sheet as of March 31, 2020. The Company recognizes short-term operating lease costs on a straight-line basis. (2) The discount rate used to compute the present value of total lease liabilities as of March 31, 2019 and March 31, 2020 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 Liabilites | As of March 31, 2020, the Company’s operating lease liabilities were as follows (in thousands): Total Gross future operating lease payments (1) $ 8,289 Less: imputed interest (1,384 ) Present value of total operating lease liabilities 6,905 Less: current portion of operating lease liabilities (1,495 ) Total long-term operating lease liabilities $ 5,410 (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 $9.3 million. |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities operating leases (1) Other contractual obligations Total 2020 $ 1,335 $ 1,213 $ 2,548 2021 1,850 690 2,540 2022 1,811 179 1,990 2023 1,865 27 1,892 2024 and after 2,438 — 2,438 Total minimum payments $ 9,299 $ 2,109 $ 11,408 (1) For additional information regarding the Company’s facilities operating leases, see Note 9. Leases |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Acquisition [Line Items] | |
Summary of Consideration for Acquisition | A summary of the preliminary consideration for the acquisition is as follows (in thousands): Cash (1) $ 8,408 Fair value of equity consideration 3,803 Future consideration 1,016 Total $ 13,227 (1) Included working capital adjustments finalized subsequent to the acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of approximately $88,000 during the three months ended March 31, 2020. |
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 (1) 8,842 Total (1) $ 13,227 (1) Included working capital adjustments finalized subsequent to the acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of approximately $88,000 during the three months ended March 31, 2020. |
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, 2018: $ — Contingent consideration - Telmetrics acquisition 1,509 Contingent consideration - Sonar acquisition 1,016 Change in fair value (1) (941 ) Balance at December 31, 2019 (2) $ 1,584 Change in fair value (1) (716 ) Balance at March 31, 2020 (2) $ 868 (1) The Company recognized a net change in fair value of the contingent consideration of approximately $941,000 and $716,000 for the year ended December 31, 2019 and the three months ended March 31, 2020, respectively. 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) There were no transfers between levels during the periods presented. |
Summary of Unaudited Pro Forma Financial Information | (Unaudited) (in thousands) Three months ended March 31, 2019 Revenue $ 26,873 Net loss applicable to common stockholders (1,641 ) |
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 (1) $ 10,161 Future consideration 1,600 Total $ 11,761 |
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 (1) 5,472 Total (1) $ 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 |
Identifiable Intangible Asset_2
Identifiable Intangible Assets from Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 13,018 $ (2,784 ) $ 10,234 Technologies 9,369 (2,252 ) 7,117 Non-compete agreements 3,409 (1,628 ) 1,781 Tradenames 734 (381 ) 353 Total identifiable intangible assets from acquisitions $ 26,530 $ (7,045 ) $ 19,485 As of March 31, 2020 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (3,484 ) $ (4,202 ) $ 5,332 Technologies 9,369 (2,916 ) (1,062 ) 5,391 Non-compete agreements 3,409 (1,934 ) (458 ) 1,017 Tradenames 734 (473 ) (181 ) 80 Total identifiable intangible assets from acquisitions $ 26,530 $ (8,807 ) $ (5,903 ) $ 11,820 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the three months ended March 31, 2020 are as follows (in thousands): Balance as of December 31, 2019 $ 33,433 Adjustment to goodwill (1) (88 ) Impairment of goodwill (2) (14,213 ) Balance as of March 31, 2020 $ 19,132 (1) Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. (2) The impairment is estimated and preliminary as of March 31, 2020 and is recorded on the income statement within impairment of goodwill. |
Fair Value of Cash and Cash Equ
Fair Value of Cash and Cash Equivalents (Detail) - Level 1 [Member] - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 40,312 | $ 42,526 |
Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | 12,961 | 15,258 |
Mutual Fund | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 27,351 | $ 27,268 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue disaggregated by service type | $ 24,785,000 | $ 26,406,000 | ||
Allowance for advertiser credits | 323,000 | $ 370,000 | $ 346,000 | |
Deferred revenue | 1,400,000 | 1,200,000 | $ 1,800,000 | |
Revenue recognozed | $ 587,000 | 349,000 | ||
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. | |||
Customer Relationships | ||||
Disaggregation Of Revenue [Line Items] | ||||
Estimated life | 24 months | |||
Customer Contracts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Deferred contract costs, net | $ 289,000 | $ 287,000 | ||
Amortization associated with deferred contract costs | $ 79,000 | 108,000 | ||
Maximum | Customer Contracts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Threshold amortization period when company obtains a contact | 1 year | |||
Advertising Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue disaggregated by service type | $ 24,000,000 | 25,200,000 | ||
Local Leads Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue disaggregated by service type | $ 826,000 | $ 1,200,000 |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Detail1) | Mar. 31, 2020 |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-04-01 | |
Disaggregation Of Revenue [Line Items] | |
Performance obligations for contracts, effective term | 1 year |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 1,057 | $ 545 |
Service Costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 22 | 59 |
Sales and Marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 316 | 177 |
Product Development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 94 | 76 |
General and Administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 625 | $ 233 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 4 years | |
Risk-free interest rate | 2.22% | |
Risk-free interest rate, minimum | 1.13% | |
Risk-free interest rate | 2.22% | |
Risk-free interest rate, maximum | 1.22% | |
Expected volatility, minimum | 46.00% | |
Expected volatility | 40.00% | |
Expected volatility, maximum | 52.00% | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 4 years | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 3 months |
Summary of Stock Option (Detail
Summary of Stock Option (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of shares, Beginning Balance | 4,782 | |
Options granted, Shares | 239 | |
Options forfeited, Shares | (49) | |
Options expired, Shares | (94) | |
Number of shares, Ending Balance | 4,878 | 4,782 |
Weighted average exercise price, Beginning Balance | $ 4.80 | |
Options granted, Weighted average exercise price | 3.02 | |
Options forfeited, Weighted average exercise price | 3.08 | |
Options expired, Weighted average exercise price | 5.11 | |
Weighted average exercise price, Ending Balance | $ 4.72 | $ 4.80 |
Weighted average remaining contractual term, End of the period | 5 years 9 months 21 days | 5 years 9 months 25 days |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020shares | |
Class B | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted stock units holder entitle to receive number of shares of common stock upon certain service conditions | 1 |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 1,786 |
Granted, Shares | shares | 175 |
Vested, Shares | shares | (38) |
Forfeited, Shares | shares | (11) |
Unvested Shares, Ending Balance | shares | 1,912 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 3.70 |
Granted, Weighted average grant date fair value | $ / shares | 2.92 |
Vested, Weighted average grant date fair value | $ / shares | 4 |
Forfeited, Weighted average grant date fair value | $ / shares | 2.65 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 3.63 |
Computation of Loss Per Share B
Computation of Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net loss applicable to common stockholders | $ (24,875) | $ (1,299) |
Numerator: | ||
Net loss applicable to common stockholders | (24,875) | (1,299) |
Class A | ||
Numerator: | ||
Net loss applicable to common stockholders | $ (2,475) | $ (146) |
Denominator: | ||
Weighted average number of shares outstanding used to calculate basic net loss per share | 4,661 | 5,056 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 4,661 | 5,056 |
Basic net loss per share applicable to common stockholders | $ (0.53) | $ (0.03) |
Numerator: | ||
Net loss applicable to common stockholders | $ (2,475) | $ (146) |
Diluted net loss applicable to common stockholders | $ (2,475) | $ (146) |
Diluted net loss per share applicable to common stockholders | $ (0.53) | $ (0.03) |
Class B | ||
Numerator: | ||
Net loss applicable to common stockholders | $ (22,400) | $ (1,153) |
Denominator: | ||
Weighted average number of shares outstanding used to calculate basic net loss per share | 42,179 | 39,827 |
Conversion of Class A to Class B common shares outstanding | 4,661 | 5,056 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 46,840 | 44,883 |
Basic net loss per share applicable to common stockholders | $ (0.53) | $ (0.03) |
Numerator: | ||
Net loss applicable to common stockholders | $ (22,400) | $ (1,153) |
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares | (2,475) | (146) |
Diluted net loss applicable to common stockholders | $ (24,875) | $ (1,299) |
Diluted net loss per share applicable to common stockholders | $ (0.53) | $ (0.03) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity Option | Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 4,878 | 5,283 |
Restricted Stock | Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 1,145 | 524 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 767 | 732 |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020EntityAgencyDistributor | Mar. 31, 2019EntityAgencyDistributor | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Number of financial institutions | Entity | 2 | 2 | |
Number of distribution partners that were paid revenue | Distributor | 0 | 0 | |
Minimum | |||
Concentration Risk [Line Items] | |||
Percentage of revenue as criteria for major distribution partners | 10.00% | 10.00% | |
Revenue | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Number of advertising agencies | Agency | 1 | 1 | |
Concentration risk, percentage | 15.00% | 14.00% | |
Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 38.00% | 37.00% |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Revenue (Detail) - Customer Concentration Risk - Revenue | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15.00% | 14.00% |
Advertiser A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 26.00% | 27.00% |
Advertiser B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.00% | 15.00% |
Schedules of Concentration of_2
Schedules of Concentration of Risk Based on Accounts Receivable (Detail) - Customer Concentration Risk - Accounts Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 38.00% | 37.00% |
Advertiser A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% | 10.00% |
Advertiser B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 40.00% | 41.00% |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Revenue | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
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 | 1.00% | 1.00% | |
Other Countries | |||
Segment Reporting Information | |||
Revenues by geographic region | [1] | 1.00% | 0.00% |
[1] | Less than 1% of revenue. |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 29,403 | $ 28,849 |
Less: Accumulated depreciation and amortization | (26,139) | (25,821) |
Property and equipment, net | 3,264 | 3,028 |
Computer and Other Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,610 | 19,386 |
Purchased and Internally Developed Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,700 | 6,693 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,033 | 1,033 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,060 | $ 1,737 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 436,000 | $ 357,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Apr. 30, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Apr. 30, 2018 | |
Lessee Lease Description [Line Items] | ||||||||
Operating lease liabilities | $ 6,905,000 | |||||||
ROU assets | $ 5,578,000 | $ 5,801,000 | ||||||
Lease expiration date | Mar. 31, 2025 | |||||||
Payments for lease termination fee | $ 671,000 | |||||||
Contribution as credit against lease payments | $ 180,000 | |||||||
Payments towards leasehold improvements | $ 373,000 | |||||||
Contribution from lessor as reimbursement towards leasehold improvements | $ 180,000 | |||||||
Letter of credit amount payable | $ 575,000 | |||||||
Line Of Credit Facility Increase Decrease For Period Net | $ 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 | |||||||
Wichita, Kansas | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Lease term (in months) | 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] | ||||||||
Reduction in letters of credit | $ 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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 420 | $ 434 |
Short-term operating lease cost | 30 | 30 |
Total operating lease cost | $ 450 | $ 464 |
Other information: | ||
Weighted-average remaining lease term - operating leases | 4 years 10 months 24 days | 5 years 10 months 24 days |
Weighted-average discount rate - operating leases | 5.00% | 5.00% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
Gross future operating lease payments | $ 8,289 | |
Less: imputed interest | (1,384) | |
Present value of total operating lease liabilities | 6,905 | |
Less: current portion of operating lease liabilities | (1,495) | $ (1,500) |
Total long-term operating lease liabilities | $ 5,410 | $ 5,664 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Liabilities (Detail) (Paranthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Future operating lease payments, gross | $ 9,299 | |
Lease Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Future operating lease payments, gross | $ 9,300 | |
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 | Mar. 31, 2020USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2020 | $ 1,335 |
Facilities operating leases 2021 | 1,850 |
Facilities operating leases 2022 | 1,811 |
Facilities operating leases 2023 | 1,865 |
Facilities operating leases 2024 and after | 2,438 |
Facilities operating leases Total minimum payments | 9,299 |
Other contractual obligations 2020 | 1,213 |
Other contractual obligations 2021 | 690 |
Other contractual obligations 2022 | 179 |
Other contractual obligations 2023 | 27 |
Other contractual obligations 2024 and after | 0 |
Other contractual obligations, Total minimum payments | 2,109 |
Total 2020 | 2,548 |
Total 2021 | 2,540 |
Total 2022 | 1,990 |
Total 2023 | 1,892 |
Total 2024 and after | 2,438 |
Total minimum payments | $ 11,408 |
Commitments, Contingencies, a_3
Commitments, Contingencies, and Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2020 | Nov. 30, 2018 | |
Commitments Contingencies And Taxes [Line Items] | |||
Long term commitment amount | $ 11,408,000 | ||
Percentage of valuation allowance | 100.00% | 100.00% | |
Strategic Technology | |||
Commitments Contingencies And Taxes [Line Items] | |||
Long term commitment amount | $ 2,500,000 | ||
Telmetrics Acquisition | |||
Commitments Contingencies And Taxes [Line Items] | |||
Maximum contingent consideration cash payable on acquisition | $ 1,800,000 | $ 3,000,000 | |
Sonar Acquisition | |||
Commitments Contingencies And Taxes [Line Items] | |||
Fair value of contingent consideration | $ 868,000 | ||
Sonar Acquisition | Class B | Maximum | |||
Commitments Contingencies And Taxes [Line Items] | |||
Contingent consideration shares payable on acquisition | 389,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | ||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 13,200,000 | |||||
Adjustment to goodwill | [1] | (88,000) | ||||
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 employees | $ 450,000 | |||||
Indemnification obligations period | 18 months | |||||
Total consideration | $ 11,761,000 | $ 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 | |||||
Cash paid for business acquisition | $ 10,161,000 | |||||
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% | |||||
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 | |||||
Cash paid for business acquisition | $ 24,993,000 | |||||
Callcap Acquisition | Class B | ||||||
Business Acquisition [Line Items] | ||||||
Stock issued during the period, shares | 3,400,000 | |||||
Stock issued during the period, value | $ 10,000,000 | |||||
Common stock issuance period | 4 years | |||||
Stock issued during the period, shares | 3,400,000 | |||||
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 | $ 8,500,000 | |||||
Indemnification obligations period | 12 months | |||||
Total consideration | 13,227,000 | $ 13,200,000 | ||||
Adjustment to goodwill | 88,000 | |||||
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 | |||||
Cash paid for business acquisition | 8,408,000 | |||||
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 | |||||
Fair value of contingent consideration | $ 868,000 | $ 868,000 | ||||
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 | 1,000 | |||||
Common stock issued value acquisitions deferred | $ 3,800,000 | |||||
Stock issued during the period, shares | 1,000,000 | |||||
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 | |||||
Sonar Acquisition | Maximum | Class B | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration shares payable on acquisition | 389,000 | |||||
[1] | Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration for Acquisition (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||
Total | $ 13,200 | |||||
Telmetrics Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 10,161 | |||||
Future consideration | 1,600 | $ 1,509 | ||||
Total | $ 11,761 | $ 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 | $ 8,408 | |||||
Future consideration | 1,016 | $ 1,016 | ||||
Fair value of equity consideration | 3,803 | |||||
Total | $ 13,227 | $ 13,200 |
Acquisitions - Summary of Con_2
Acquisitions - Summary of Consideration for Acquisition (Detail) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | ||
Business Acquisition [Line Items] | ||||
Total consideration | $ 13,200,000 | |||
Adjustment to goodwill | [1] | $ (88,000) | ||
Telmetrics Acquisition | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ 11,761,000 | $ 11,800,000 | ||
Adjustment to goodwill | $ 61,000 | |||
[1] | Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Goodwill | $ 19,132 | $ 33,433 |
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 | 8,842 | |
Total | $ 13,227 |
Acquisitions - Acquisitions - S
Acquisitions - Acquisitions - Summary of Consideration for Acquisition (Detail) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | ||
Business Acquisition [Line Items] | |||
Total consideration | $ 13,200,000 | ||
Adjustment to goodwill | [1] | (88,000) | |
Sonar Acquisition | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 13,227,000 | 13,200,000 | |
Adjustment to goodwill | $ 88,000 | ||
[1] | Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. |
Acquisitions - Summary of Est_2
Acquisitions - Summary of Estimated Fair Value of the Assets Acquired and Liabilities Assumed (Detail) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Business Combinations [Abstract] | ||
Total consideration | $ 13,200,000 | |
Adjustment to goodwill | $ 88,000 | [1] |
[1] | Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. |
Acquisitions - Summary of Est_3
Acquisitions - Summary of Estimated Fair Value of Acquisition-Related Liabilities (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Balance | $ 1,584 | |||
Change in fair value | (716) | $ (941) | ||
Balance | $ 868 | $ 1,584 | $ 868 | 0 |
Telmetrics Acquisition | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 1,600 | 1,509 | ||
Sonar Acquisition | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 1,016 | $ 1,016 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Proforma Financial Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Business Acquisition Pro Forma Information [Abstract] | |
Revenue | $ 26,873 |
Net loss applicable to common stockholders | $ (1,641) |
Identifiable Intangible Asset_3
Identifiable Intangible Assets from Acquisitions - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 5,903,000 | ||
Net Carrying Amount | 11,820,000 | $ 19,485,000 | |
Impairment of intangibles assets from acquisitions | 5,903,000 | ||
Amortization of intangible assets from acquisitions | 1,763,000 | $ 1,568,000 | |
Estimated remaining amortization expense in 2020 | 3,600,000 | ||
Estimated amortization expense in 2021 | 3,900,000 | ||
Estimated amortization expense in 2022 | 1,900,000 | ||
Estimated amortization expense in 2023 | 1,800,000 | ||
Estimated amortization expense in 2024 | 600,000 | ||
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | 4,202,000 | ||
Net Carrying Amount | $ 5,332,000 | 10,234,000 | |
Weighted average useful life | 5 years | ||
Technologies | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 1,062,000 | ||
Net Carrying Amount | $ 5,391,000 | 7,117,000 | |
Weighted average useful life | 3 years | ||
Tradenames | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 181,000 | ||
Net Carrying Amount | $ 80,000 | 353,000 | |
Weighted average useful life | 2 years | ||
Non-compete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 458,000 | ||
Net Carrying Amount | $ 1,017,000 | $ 1,781,000 | |
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 | 2 years | ||
Other Operating Expense | |||
Finite Lived Intangible Assets [Line Items] | |||
Impairment of intangibles assets from acquisitions | $ 5,900,000 |
Identifiable Intangible Asset_4
Identifiable Intangible Assets from Acquisitions - Summary of Identifiable Intangible Assets from Acquisitions (Detail) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,530 | $ 26,530 |
Accumulated Amortization | (8,807) | (7,045) |
Net Carrying Amount | 11,820 | 19,485 |
Impairment | (5,903) | |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,018 | 13,018 |
Accumulated Amortization | (3,484) | (2,784) |
Net Carrying Amount | 5,332 | 10,234 |
Impairment | (4,202) | |
Technologies | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,369 | 9,369 |
Accumulated Amortization | (2,916) | (2,252) |
Net Carrying Amount | 5,391 | 7,117 |
Impairment | (1,062) | |
Non-compete Agreements | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,409 | 3,409 |
Accumulated Amortization | (1,934) | (1,628) |
Net Carrying Amount | 1,017 | 1,781 |
Impairment | (458) | |
Tradenames | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 734 | 734 |
Accumulated Amortization | (473) | (381) |
Net Carrying Amount | 80 | $ 353 |
Impairment | $ (181) |
Summary of Changes in Carrying
Summary of Changes in Carrying Amount of Goodwill (Detail) | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 33,433,000 | |
Adjustment to goodwill | (88,000) | [1] |
Impairment of goodwill | (14,213,000) | [2] |
Ending balance | $ 19,132,000 | |
[1] | Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. | |
[2] | The impairment is estimated and preliminary as of March 31, 2020 and is recorded on the income statement within impairment of goodwill. |
Summary of Changes in Carryin_2
Summary of Changes in Carrying Amount of Goodwill (Detail) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Goodwill [Line Items] | ||
Total consideration | $ 13,200,000 | |
Adjustment to goodwill | 88,000 | [1] |
Sonar Acquisition | ||
Goodwill [Line Items] | ||
Total consideration | 13,200,000 | |
Adjustment to goodwill | $ 88,000 | |
[1] | Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $88,000 during the three months ended March 31, 2020. |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 14,213 | [1] |
[1] | The impairment is estimated and preliminary as of March 31, 2020 and is recorded on the income statement within impairment of goodwill. |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 30, 2014 | |
Callcap Acquisition | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Cash paid for business acquisition | $ 24,993 | |||||
Sonar Acquisition | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Cash paid for business acquisition | $ 8,408 | |||||
Cash paid for business acquisition | $ 8,500 | |||||
Class B | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of shares authorized to be repurchased | 3,000,000 | |||||
Treasury stock acquired, shares | 0 | 0 | ||||
Class B | Callcap Acquisition | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock issued during the period, shares | 3,400,000 | |||||
Common stock issuance period | 4 years | |||||
Class B | Sonar Acquisition | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock issued during the period, shares | 1,000,000 | |||||
Common stock issuance period | 3 years | |||||
Class B | Sonar Acquisition | Maximum | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Future earnout consideration, shares | 389,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event $ in Millions | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Subsequent Event [Line Items] | |
Proceeds from promissory note | $ 4 |
Interest rate on loan | 1.00% |
Maturity period of loan | 2 years |
Early payment or deferment period | 6 months |
Subsidiaries | |
Subsequent Event [Line Items] | |
Proceeds from loan | $ 1.3 |
Deferment period | 6 months |