Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Marchex, Inc. | ||
Entity Central Index Key | 0001224133 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Class B Common Stock, $0.01 par value per share | ||
Trading Symbol | MCHX | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-50658 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-2194038 | ||
Entity Address, Address Line One | 520 Pike Street | ||
Entity Address, Address Line Two | Suite 2000 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98101 | ||
City Area Code | 206 | ||
Local Phone Number | 331-3300 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 103,936,159 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Seattle, WA | ||
Auditor Firm ID | 659 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Definitive Proxy Statement relating to the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
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 | 37,608,147 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 27,086 | $ 33,851 | |
Accounts receivable, net | 8,021 | 6,331 | |
Prepaid expenses and other current assets | 2,407 | 2,160 | |
Total current assets | 37,514 | 42,342 | |
Property and equipment, net | [1] | 2,817 | 2,747 |
Other assets, net | 986 | 1,345 | |
Right-of-use lease asset | 2,238 | 3,744 | |
Goodwill | 17,558 | 17,558 | |
Intangible assets from acquisitions, net | 4,714 | 9,196 | |
Total assets | 65,827 | 76,932 | |
Current liabilities: | |||
Accounts payable | 1,363 | 2,424 | |
Accrued benefits and payroll | 3,631 | 5,975 | |
Other accrued expenses and current liabilities | 3,869 | 4,210 | |
Deferred revenue and deposits | 2,016 | 1,393 | |
Lease liability current | 1,794 | 1,827 | |
Loan obligations, current | 5,123 | ||
Total current liabilities | 12,673 | 20,952 | |
Deferred tax liabilities | 186 | 156 | |
Lease liability non-current | 1,466 | 3,136 | |
Total liabilities | 14,325 | 24,244 | |
Commitments and contingencies - See Note 4 | |||
Stockholders’ equity: | |||
Additional paid-in capital | 354,155 | 350,960 | |
Accumulated deficit | (303,076) | (298,686) | |
Total stockholders’ equity | 51,502 | 52,688 | |
Total liabilities and stockholders’ equity | 65,827 | 76,932 | |
Class A | |||
Stockholders’ equity: | |||
Common stock | 49 | 49 | |
Class B | |||
Stockholders’ equity: | |||
Common stock | $ 374 | $ 365 | |
[1] | Includes the original cost of fully-depreciated fixed assets which were $13.6 million and $10.9 million at December 31, 2020 and 2021, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 137,500,000 | 137,500,000 |
Class A | ||
Common stock, shares authorized | 12,500,000 | 12,500,000 |
Common stock, shares issued | 4,661,000 | 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 | 37,391,000 | 36,462,000 |
Common stock, shares outstanding | 37,391,000 | 36,462,000 |
Restricted stock, shares outstanding | 965,000 | 1,007,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 53,476 | $ 51,218 |
Expenses: | ||
Service costs | 21,694 | 20,888 |
Sales and marketing | 13,549 | 16,656 |
Product development | 16,112 | 21,001 |
General and administrative | 9,294 | 12,796 |
Amortization of intangible assets from acquisitions | 4,481 | 5,331 |
Acquisition and disposition related benefits | 142 | (1,043) |
Total operating expenses | 65,272 | 75,629 |
Impairment of goodwill | (14,688) | |
Impairment of intangible assets from acquisitions | (4,959) | |
Loss from operations | (11,796) | (44,058) |
Gain on loan extinguishment | 5,185 | |
Interest income and other, net | 2,453 | 123 |
Loss before provision for income taxes | (4,158) | (43,935) |
Income tax (benefit) | 232 | (1,917) |
Loss from continuing operations | (4,390) | (42,018) |
Income from discontinued operations, net of tax | 3,572 | |
Net income (loss) applicable to common stockholders | (4,390) | (38,446) |
Class A | ||
Expenses: | ||
Net income (loss) applicable to common stockholders | $ (466) | $ (3,873) |
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders: | ||
Continuing operations | $ (0.10) | $ (0.91) |
Discontinued operations, net of tax | 0.08 | |
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders | $ (0.10) | $ (0.83) |
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 | 4,661 |
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 | 4,661 |
Class B | ||
Expenses: | ||
Net income (loss) applicable to common stockholders | $ (3,924) | $ (34,573) |
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders: | ||
Continuing operations | $ (0.10) | $ (0.91) |
Discontinued operations, net of tax | 0.08 | |
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders | $ (0.10) | $ (0.83) |
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 | 39,256 | 41,599 |
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 | 43,917 | 46,260 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of intangible assets from acquisitions | $ 4,481 | $ 5,331 |
Related party support services fee income net of related expenses | 6,607 | 249 |
Sales and Marketing | ||
Amortization of intangible assets from acquisitions | 2,121 | 2,053 |
Related party support services fee income net of related expenses | 523 | 10 |
General and Administrative | ||
Amortization of intangible assets from acquisitions | 112 | 642 |
Related party support services fee income net of related expenses | 1,554 | 96 |
Product Development | ||
Related party support services fee income net of related expenses | 1,682 | 107 |
Service Costs | ||
Amortization of intangible assets from acquisitions | 2,248 | 2,636 |
Related party support services fee income net of related expenses | $ 2,848 | $ 36 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A | Class B | Common stockClass A | Common stockClass B | Treasury stock | Additional paid-in capital | Accumulated deficit |
Beginning Balance at Dec. 31, 2019 | $ 99,837 | $ 49 | $ 396 | $ 359,632 | $ (260,240) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 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 | (10,873) | $ 8 | $ (10,852) | (29) | ||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 722 | (5,000) | ||||||
Stock-based compensation from options and restricted stock, net of forfeitures | 3,834 | 3,834 | ||||||
Repurchase and retirement of treasury stock | 102 | $ (50) | $ 10,852 | (10,700) | ||||
Repurchase and retirement of treasury stock (in shares) | (5,000) | 5,000 | ||||||
Issuance of Class B common stock in connection with prior deferred issuance from acquisition | $ 11 | (11) | ||||||
Issuance of Class B common stock in connection with prior deferred issuance from acquisition (in shares) | 1,130 | |||||||
Divestiture consideration, net | (1,766) | (1,766) | ||||||
Net loss | (38,446) | (38,446) | ||||||
Ending Balance at Dec. 31, 2020 | 52,688 | $ 49 | $ 365 | 350,960 | (298,686) | |||
Ending Balance (in shares) at Dec. 31, 2020 | 4,661 | 36,462 | 4,661 | 36,462 | ||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 530 | $ 6 | 524 | |||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 648 | |||||||
Stock-based compensation from options and restricted stock, net of forfeitures | 2,674 | 2,674 | ||||||
Repurchase and retirement of treasury stock (in shares) | (23) | |||||||
Issuance of Class B common stock in connection with prior deferred issuance from acquisition | $ 3 | (3) | ||||||
Issuance of Class B common stock in connection with prior deferred issuance from acquisition (in shares) | 281 | |||||||
Net loss | (4,390) | (4,390) | ||||||
Ending Balance at Dec. 31, 2021 | $ 51,502 | $ 49 | $ 374 | $ 354,155 | $ (303,076) | |||
Ending Balance (in shares) at Dec. 31, 2021 | 4,661 | 37,391 | 4,661 | 37,391 | (23) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss applicable to common stockholders | $ (4,390,000) | $ (38,446,000) |
Less: | ||
Income from discontinued operations, net of tax | 3,572,000 | |
Loss from continuing operations | (4,390,000) | (42,018,000) |
Adjustments to reconcile net loss to net cash provided by continuing operating activities: | ||
Amortization and depreciation | 5,970,000 | 7,248,000 |
Acquisition and disposition related benefits | (1,596,000) | |
Allowance for doubtful accounts and advertiser credits | 435,000 | 1,274,000 |
Deferred income taxes | (6,000) | (826,000) |
Stock-based compensation | 2,674,000 | 3,834,000 |
Gain on loan extinguishment | (5,185,000) | |
Gain on sale of equity investment | (59,000) | |
Impairment of goodwill | 14,688,000 | |
Impairment of intangible assets from acquisitions | 4,959,000 | |
Change in certain assets and liabilities: | ||
Accounts receivable, net | (2,125,000) | (80,000) |
Prepaid expenses, other current assets, and other assets | 647,000 | (1,116,000) |
Accounts payable | (1,050,000) | 1,791,000 |
Accrued expenses and other current liabilities | (3,876,000) | 4,309,000 |
Deferred revenue and deposits | 623,000 | 527,000 |
Net cash (used in) continuing operating activities | (6,342,000) | (7,006,000) |
Net cash provided by discontinued operating activities | 3,633,000 | |
Net cash provided by (used in) operating activities | (6,342,000) | (3,373,000) |
Cash flows from investing activities: | ||
Cash from sale of discontinued operations | 2,250,000 | |
Purchases of property and equipment | (1,351,000) | (1,353,000) |
Proceeds from sale of equity investment | 400,000 | |
Purchases of intangible assets and changes in other non-current assets | (4,000) | |
Cash paid for acquisitions, net of cash acquired | 88,000 | |
Net cash provided by (used in) continuing investing activities | (951,000) | 981,000 |
Net cash provided by (used in) investing activities | (951,000) | 981,000 |
Cash flows from financing activities: | ||
Repurchase of Class B common stock for treasury stock | (10,852,000) | |
Proceeds from Cares Act loans | 5,119,000 | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 528,000 | 80,000 |
Net cash provided by (used in) continuing financing activities | 528,000 | (5,653,000) |
Net cash provided by (used in) discontinued financing activities | 165,000 | |
Net cash provided by (used in) financing activities | 528,000 | (5,488,000) |
Net decrease in cash and cash equivalents | (6,765,000) | (7,880,000) |
Cash and cash equivalents at beginning of period | 33,851,000 | 41,731,000 |
Cash and cash equivalents of continuing operations at end of period | 27,086,000 | 33,851,000 |
Supplemental disclosure of cash flow information: | ||
Foreign government paycheck assistance and rent subsidies (operating activities) | 444,000 | 415,000 |
Settlement of a contract matter (operating activities) | 2,500,000 | |
Cash paid for operating leases (operating activities) | 2,155,000 | 1,765,000 |
CARES Act loan extinguishment (financing activities) | $ 5,119,000 | |
Right-of-use assets obtained in exchanged for new operating lease liabilities | 1,121,000 | |
Change in right-of-use assets obtained in exchange for operating lease liabilities | 1,741,000 | |
Retirement of treasury stock | $ 10,852,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies and Practices | Note 1: Description of Business and Summary of Significant Accounting Policies and Practices (a) Description of Business and Basis of Presentation Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a conversational analytics and solutions company that helps businesses connect, drive, measure, and convert callers into customers, and connects the voice of the customer to their business. We deliver data insights and incorporate artificial intelligence (AI)-powered functionality that drives insights and solutions to help companies find, engage and support their customers across voice and text-based communication channels. Divestiture In October 2020, the Company sold its interests in and sales engagement solutions Note 11: Discontinued Operations Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of our Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, including the effects of COVID-19. The Company has used estimates related to several financial statement amounts, including revenues, allowance for doubtful accounts, allowance for advertiser credits, useful lives for property and equipment and intangible assets, valuation of intangible assets, valuation of contingent consideration transferred as a result of business combinations, the fair value of the Company’s common stock and stock option awards, the impairment of goodwill and the valuation allowance for deferred tax assets. Actual results could differ from those estimates. Our Company consolidates all entities that we control by ownership of a majority voting interest. 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. Additionally, there are situations in which U.S. GAAP requires consolidation even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity's voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which we have the variable interest is referred to as a "VIE." An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We held a remaining interest in the related party purchaser of our divested operations until we disposed of our interest in the third quarter of 2021. We determined during the period of holding a interest we were not the primary beneficiary. Our variable interests in this VIE primarily relate to the issuance of a 10% equity interest in the related party purchaser; contingent consideration related to the transaction; and an administrative support services arrangement. Refer to Note 11: Discontinued Operations. Although this financial arrangement resulted in our holding variable interests in this related party entity, it did not empower us to direct the strategic and operational activities of the VIE that most significantly impact the VIE’s economic performance. Our Company's investment related to this VIE totaled $341,000 as of December 31, 2020, representing our maximum exposure to loss. In the third quarter of 2021, we sold our equity interest for proceeds of $ 400,000 . The Company's investment related to this VIE was not individually significant to the Company's Consolidated Financial Statements. (b) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds. (c) Fair Value of Financial Instruments The Company had the following financial instruments as of December 31, 2020 and 2021: 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: Years Ended December 31, (In Thousands) 2020 2021 Level 1 Assets: Cash $ 13,492 $ 10,725 Money market funds 20,359 16,361 Total cash and cash equivalents $ 33,851 $ 27,086 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. Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Consolidated Statements of Operations. (d) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable balances are presented net of allowance for doubtful accounts and allowance for advertiser credits. Allowance for Doubtful Accounts The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. Past due balances over 90 days and specific other balances are reviewed individually for collectability. The Company reviews the allowance for collectability quarterly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts activity for the periods indicated is as follows: (In Thousands) Balance at beginning of period Charged to costs and expenses Write-offs, net of recoveries Balance at end of period December 31, 2020 266 246 68 444 December 31, 2021 444 187 365 266 Allowance for Advertiser Credits The allowance for advertiser credits is the Company’s best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services. The Company determines the allowance for advertiser credits and adjustments based on analysis of historical credits. The allowance for advertiser credits activity for the periods indicated is as follows: (In Thousands) Balance at beginning of period Additions charged against revenue Credits processed and other Balance at end of period December 31, 2020 153 1,029 520 662 December 31, 2021 662 248 753 157 (e) Property and Equipment Property and equipment are stated at cost. Depreciation on computers and other related equipment, purchased and internally developed software, and furniture and fixtures is calculated on the straight-line method over the estimated useful lives of the assets, generally averaging three years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful lives of the assets generally ranging from five to eight years. We capitalize certain software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs include (i) external direct costs of materials and services utilized in developing computer software, (ii) compensation and related benefits for employees who are directly associated with the software projects. Capitalized software costs are amortized on a straight-line basis when placed into service over the estimated useful life of the software, generally averaging three years. We capitalized software development costs of $1.0 million for the year ended December 31, 2021. (f) Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method, net of recognized impairment. Goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. As of the year ended December 31, 2020 and 2021, the Company had $17.6 million, respectively, of goodwill on its balance sheet, net of recognized impairment. See Note 10: Goodwill (g) Impairment or Disposal of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated. (h) Revenue Recognition We generate the majority of our revenues from core analytics and solutions services. Customers typically receive the benefit of the Company’s services as they are performed and substantially all the Company’s revenue is recognized over time as the services are performed. Revenue is recognized when a customer obtains control of services in an amount that reflects the consideration the Company expects to receive in exchange for those 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 customers and small business resellers. The Company generates revenue from the Company’s call analytics technology platform when advertisers pay the Company a fee for call, text, or other communication related data element they receive from calls The majority of the Company’s customers are invoiced on a monthly basis following the month of the delivery of services and are required to make payments under standard credit terms. The Company establishes an allowance for advertiser credits, which is included in accrued expense and other current liabilities in the balance sheet, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. The balance associated with the allowance for advertiser credits in the Company’s Consolidated Balance Sheet was $662,000 and $157,000 as of December 31, 2020 and 2021, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s Consolidated Balance Sheet as of December 31, 2020 and 2021, was $1.4 million and $2.0 million, respectively. During the year ended December 31, 2020 and 2021, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $932,000 and $1.4 million, respectively. The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation performance obligation performance obligation at which the Company would sell a promised good or service 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 (i) Service Costs Our service costs represent the cost of providing our services to our customers. These costs primarily consist of telecommunication costs, including the use of phone numbers relating to our services; colocation service charges of our network equipment; bandwidth and software license fees; network operations; and payroll and related expenses of personnel, including stock based compensation. (j) Advertising Expenses Advertising costs are expensed as incurred and include mobile and online advertising and related outside marketing activities, including sponsorships and trade shows. Such costs are included in sales and marketing. Advertising costs were approximately $1.3 million and $1.4 million for the years ended December 31, 2020 and 2021 respectively. (k) Product Development Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s products and services. Research and development costs are expensed as incurred and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality of the services. For the periods presented, substantially all of the product development expenses are research and development. Product development costs are expensed as incurred or capitalized into property and equipment in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other (l) Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in results of operations in the period that includes the enactment date. (m) Stock-Based Compensation The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company accounts for forfeitures as they occur. (n) 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 Company had no customers that represented more than 10% of consolidated revenue for the year ended December 31, 2020 and December 31, 2021. The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows: At December 31, (In Percentages) 2020 2021 Customer A 18 % 11 % (o) Net Income (Loss) Per Share The Company computes net income (loss) per share of Class A and Class B common stock using the two class method. Under the provisions of the two class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares. In accordance with the two class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on its common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. See Note 6: Stockholders' Equity Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. Under the two class method, dividends paid on unvested restricted stock are allocated to these participating securities and therefore impact the calculation of amounts allocated to common stock. The following table presents the computation of basic net loss per share for the periods ended: Years Ended December 31, 2020 2021 (In Thousands, Except Per Share Amounts) Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (4,233 ) $ (37,785 ) $ (466 ) $ (3,924 ) Discontinued operations, net of tax 360 3,212 — — Net loss applicable to common stockholders $ (3,873 ) $ (34,573 ) $ (466 ) $ (3,924 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 41,599 4,661 39,256 Basic net income (loss) per share: Continuing operations, net of tax $ (0.91 ) $ (0.91 ) $ (0.10 ) $ (0.10 ) Discontinued operations, net of tax 0.08 0.08 — — Basic net loss per share applicable to common stockholders $ (0.83 ) $ (0.83 ) $ (0.10 ) $ (0.10 ) The following table presents the computation of diluted net loss per share for the periods ended: Years Ended December 31, 2020 2021 (In Thousands, Except Per Share Amounts) Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss from continuing operations, net of tax $ (4,233 ) $ (37,785 ) $ (466 ) $ (3,924 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (4,233 ) — (466 ) Diluted net loss from continuing operations, net of tax $ (4,233 ) $ (42,018 ) $ (466 ) $ (4,390 ) Discontinued operations, net of tax 360 3,212 0 0 Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 360 — — Net income from discontinued operations, net of tax $ 360 $ 3,572 $ — $ — Net loss applicable to common stockholders $ (3,873 ) $ (38,446 ) $ (466 ) $ (4,390 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 41,599 4,661 39,256 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate diluted net loss per share 4,661 46,260 4,661 43,917 Diluted net loss per share: Continuing operations, net of tax $ (0.91 ) $ (0.91 ) $ (0.10 ) $ (0.10 ) Discontinued operations, net of tax 0.08 0.08 — — Diluted net loss per share applicable to common stockholders $ (0.83 ) $ (0.83 ) $ (0.10 ) $ (0.10 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the years ended December 31, 2020 and 2021, outstanding options to acquire 3,460 and 3,601 shares, respectively, of Class B common stock. • For the years ended December 31, 2020 and 2021, 1,007 and 965 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2020 and 2021, 617 and 553 restricted stock units, respectively. (p) Guarantees FASB ASC Topic 460, Guarantees In certain agreements, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying Consolidated Financial Statements. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material. (q) Recent Accounting Pronouncement Not Yet Effective To date, there have been no recent accounting pronouncements not yet effective that are expected to have a material impact on our Consolidated Financial Statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 2: Property and Equipment Property and equipment consisted of the following: Years Ended December 31, (In Thousands) 2020 (1) 2021 (1) Computer and other related equipment $ 12,948 $ 13,373 Purchased and internally developed software 2,058 2,483 Furniture and fixtures 1,271 1,271 Leasehold improvements 1,737 1,732 Construction in progress 330 769 $ 18,344 $ 19,628 Less: accumulated depreciation and amortization (15,597 ) (16,811 ) Property and equipment, net $ 2,747 $ 2,817 (1) Includes the original cost of fully-depreciated fixed assets which were $13.6 million and $10.9 million at December 31, 2020 and 2021, respectively. Depreciation and amortization expense related to property and equipment was approximately $1.6 million and $1.2 million for the years ended December 31, 2020 and 2021, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 3: Leases The Company adopted FASB ASC Topic 842, Leases 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. Additionally, in the third quarter of 2020, the Company concluded that exercising its option to terminate this office lease in March 2023 had met the reasonably certain threshold and as such, the Company remeasured its ROU asset and liability associated with this lease as of September 30, 2020 based on the expected termination fee payment of approximately $671,000 and a lease termination date of March 2023. The Company’s lease agreement with respect to office space in Mississauga, Canada commenced in November 2016, with a lease term of 60 months, and expired on November 30, 2021. The Company has subsequently entered into a month-to-month lease and for disclosure purposes, we have selected the short-term lease election. The Company commenced a new lease for an office space in Wichita, Kansas in June 2020 which continues for a period of 66 months with an option to extend the term for two additional periods of three years each. The Company has the option to terminate the lease pursuant to certain terms as specified in the lease without any termination fees if notice is provided. Lease cost recognized in the Company’s Consolidated Statements of Operations and other information is summarized as follows: Years Ended December 31, (In Thousands) 2020 2021 Operating lease cost $ 1,700 $ 1,862 Short-term operating lease cost 46 8 Total operating lease cost 1,746 1,870 Other information: Weighted-average remaining lease term - operating leases 2.8 years 1.9 years Weighted-average discount rate - operating leases (1) 4.8 % 4.8 % (1) The discount rate used to compute the present value of the total lease liabilities as of December 31, 2020 and 2021 was based on the Company’s estimated incremental borrowing rate of similar secured borrowings availabe to the Company as of the commencement date of lease. As of December 31 2021 (In Thousands) Total Gross future operating lease payments $ 3,415 Less: imputed interest (155 ) Present value of total operating lease liabilities 3,260 Less: current portion of operating lease liabilities (1,794 ) Total long-term operating lease liabilities $ 1,466 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4: Commitments and Contingencies (a) Commitments The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. Other contractual obligations primarily relate to minimum contractual payments due to outside service providers. Future minimum payments are approximately as follows: (In Thousands) Facilities operating leases Other contractual obligations Total 2022 1,871 661 2,532 2023 1,161 237 1,398 2024 209 — 209 2025 174 — 174 Total minimum payments $ 3,415 $ 898 $ 4,313 (1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases (b) Contingencies The Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. In some agreements to which the Company is a party to, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to its contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying Consolidated Financial Statements. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material. While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5: Income Taxes The components of loss from continuing operations before provision for income taxes consist of the following (in thousands): Years Ended December 31, (In Thousands) 2020 2021 United States $ (38,891 ) $ (1,173 ) Foreign (5,044 ) (2,985 ) Loss from continuing operations before provision for income taxes $ (43,935 ) $ (4,158 ) The provision for income taxes for the Company’s continuing operations consists of the following (in thousands): Years Ended December 31, (In Thousands) 2020 2021 Current federal provision State $ 21 $ 204 Deferred provision (benefit) Federal (901 ) 20 State (153 ) 106 Foreign (884 ) (98 ) Total income tax expense (benefit) $ (1,917 ) $ 232 The Company’s income tax benefit from continuing operations differed from the amounts computed by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following: Years Ended December 31, (In Thousands) 2020 2021 Income tax benefit at U.S. statutory rate $ (9,226 ) $ (873 ) State taxes, net of valuation allowance (103 ) (448 ) Stock-based compensation (1) 154 434 Valuation allowance 7,427 3,334 Foreign tax differential (1,124 ) (747 ) Tax credits (368 ) (544 ) Impairment 1,533 — Acquisition/accretion benefits (250 ) (1 ) Gain on CARES Act loan — (1,089 ) Meals and entertainment 1 68 Other expenses 39 98 Total income tax expense (benefit) $ (1,917 ) $ 232 (1) Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below and reflects the 21% U.S. federal statutory rate for 2020 and 2021 (in thousands): Years Ended December 31, (In Thousands) 2020 2021 Deferred tax assets: Accrued liabilities not currently deductible $ 651 $ 476 Intangible assets- excess of financial statement over tax amortization 982 5,985 Goodwill recognized on financial statements in excess of tax amortization (18 ) — Stock-based compensation 2,524 2,405 Federal net operating and capital losses 21,531 35,052 State, local and foreign net operating and capital loss carryforwards 12,325 3,353 Research & experimental tax and other credit carryforwards 4,640 5,184 Lease liability 1,250 866 Other 735 547 Gross deferred tax assets 44,620 53,868 Valuation allowance (43,314 ) (53,066 ) Net deferred tax assets $ 1,306 $ 802 Deferred tax liabilities: Intangible assets-excess of tax over financial statement amortization (532 ) (393 ) Right-of-use lease asset (930 ) (595 ) Net deferred tax liabilities $ (156 ) $ (186 ) As of December 31, 2021, the Company’s federal NOL carryforwards were approximately $166.9 million and federal research and development credit carryforwards were $6.1 million. These will begin to expire in 2027 and 2029, respectively, for income tax purposes. These credits are potentially available to offset future tax liabilities. The Tax Reform Act of 1986 limits the use of NOL and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. The Company is not aware that any such change has occurred related to these specific NOL carryforwards, or that the utilization of the carryforwards is limited such that these NOL carryforwards will likely never be utilized. Accordingly, the Company has included these federal NOL carryforwards in its deferred tax assets (subject to valuation allowance). The Company has recorded a deferred tax asset for stock-based compensation recorded on unexercised non-qualified stock options and certain restricted shares and restricted share units. The ultimate realization of this asset is dependent upon the fair value of the Company’s stock when the options are exercised and when restricted shares or restricted share units vest, and generation of sufficient taxable income to realize the benefit of the related tax deduction. At December 31, 2020 and 2021, the Company recorded a valuation allowance of $43.3 million, and $53.1 million, respectively, against its federal, state, city and foreign net deferred tax assets for continuing operations, as it believes it is more likely than not that these benefits will not be realized. The net change in the total valuation allowance for each of the years ended December 31, 2020 and 2021 was $24.2 million and $9.8 million, respectively. The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to customer usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The Company incurred taxable losses from 2016 through 2021. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, with the exception of certain insignificant foreign deferred tax assets, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized. From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact the Company’s effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The following table summarizes activity related to tax contingencies from January 1, 2020 to December 31, 2021 which are recorded as an offset to deferred tax assets (in thousands): (In Thousands) Gross tax contingencies—January 1, 2020 $ 1,268 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 97 Gross decreases to tax positions associated with prior periods — Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2020 1,365 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 72 Gross decreases to tax positions associated with prior periods (55 ) Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2021 $ 1,382 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | Note 6: Stockholders' Equity (a) Common Stock and Authorized Capital The authorized capital stock of the Company consists of 1,000,000 shares of undesignated preferred stock and 125,000,000 shares of Class B common stock. The Company’s board of directors has the authority to issue up to 1,000,000 shares of preferred stock, $0.01 par value in one or more series and has the authority to designate rights, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series. The Company has two classes of authorized common stock: Class A common stock and Class B common stock. Except with respect to voting rights, the Class A and Class B shares have identical rights. Each share of Class A common stock is entitled to twenty-five votes per share, and each share of Class B common stock is entitled to one vote per share. Each share of Class A common stock is convertible at the holder’s option into one share of Class B common stock. In accordance with the stockholders’ agreement signed by the founding Class A common stockholders, the following provisions survived the Company’s initial public offering: Class A stockholders other than Russell C. Horowitz may only sell, assign or transfer their Class A stock to existing Class A stockholders or to the Company and in the event of transfers of Class A stock not expressly permitted by the stockholders’ agreement, such shares of Class A stock shall be converted into shares of Class B common stock. In November 2014, the Company’s board of directors authorized a new share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. The Company has made no repurchases under the 2014 Repurchase Program for the years ended December 31, 2020 and 2021. During the year ended December 31, 2020, a joint and equal tender from the Company and Edenbrook Capital LLC (an existing shareholder of the Company) (the "Offer") was completed for 10 million shares of the Company's Class B common stock at $ 2.15 per share, of which the Company's share of the repurchase totaled approximately $ 10.8 million for 5 million shares, which was not pursuant to the 2014 Repurchase Program. Shares repurchased but not yet retired by the Company are classified as treasury stock on the Consolidated Balance Sheet before retirement. Retirement of treasury stock results in reductions to common stock and additional paid-in capital. In 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 shares for 2021 and 2022 have been deferred and will issue in 2023 as a result of conditional events occuring as specified in the terms of the acquisition. 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 (b) Stock Option Plan The Company’s stock incentive plan (the “2021 Plan”), which was established in 2021, allows for grants of stock options, restricted stock units and restricted stock awards to eligible participants and such options may be designated as incentive or non-qualified stock options at the discretion of the 2021 Plan’s Administrative Committee. Prior to the 2021 Plan, the Company granted stock-based awards under its 2012 Stock Incentive Plan (the “2012 Plan”). No further awards were made under the 2012 Plan after December 31, 2021. The 2021 Plan authorizes up to 3,500,000 shares of Class B common stock that may be issued with respect to awards granted under the 2021 Plan, and provides that the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 3,500,000 shares. Annual increases to each of these share limits are to be added on the first day of each fiscal year beginning on January 1, 2022 equal to 3% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company) or in the case of incentive stock options, the lesser of (i) 2,000,000 shares of Class B common stock, or (ii) 3% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company), or (iii) such number as determined by the Company’s board of directors. As a result of this provision, the authorized number of shares available under the 2021 Plan was increased by 1,261,566 on January 1, 2022 bringing the aggregate authorized number of shares available under the 2021 Plan to 4,761,566. The Company may issue new shares or reissue treasury shares for stock option exercises and restricted stock grants. Generally, stock options have 10-year terms and vest 25% each year either annually or quarterly, over a 4-year period and restricted stock awards and units vest 25% each year annually over a 4-year period. The Company did not grant any options with exercise prices less than the then current market value during 2020 and 2021. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock award using the straight- line method. The Company accounts for forfeitures as they occur. Stock-based compensation has been included in the same lines as compensation paid to the same employees in the Consolidated Statements of Operations. Stock-based compensation expense was included in the following operating expense categories: Years ended December 31, (In Thousands) 2020 2021 Service costs $ 36 $ 49 Sales and marketing 1,041 870 Product development 358 296 General and administrative 2,172 1,459 Total stock-based compensation $ 3,607 $ 2,674 For the years ended December 31, 2020 and 2021, the income tax benefit related to stock-based compensation included in net loss was $0 for all periods due to the valuation allowance recorded on the deferred tax assets. The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For years ended December 31, 2020 and 2021, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, and vesting schedules. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The Company uses an expected annual dividend yield in consideration of the Company’s common stock dividend payments. The following assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated: Years Ended December 31, 2020 2021 Expected life (in years) 4.00-6.25 4.00-6.25 Risk-free interest rate 0.17% - 1.22% 0.64% - 1.35% Expected volatility 46% - 54% 50% - 59% Weighted average expected volatility 52% 55% Stock option, restricted stock award, and restricted stock unit activity during the period is as follows: Options and Restricted Stock available for grant (in thousands) Number of options outstanding (in thousands) Weighted average exercise price of options Weighted average remaining contractual term (in years) Aggregate intrinsic (in thousands) Balance at December 31, 2020 14,563 3,460 $ 3.82 6.50 $ 27 Increase to pool January 1, 2021 2,056 — Options granted (1,008 ) 1,008 $ 2.61 Restricted stock granted (615 ) — Restricted stock forfeited 253 — Options exercised 163 (163 ) $ 2.73 Options expired 439 (439 ) $ 5.16 Options forfeited 265 (265 ) $ 3.01 Balance at December 31, 2021 16,116 3,601 $ 3.43 6.46 $ 360 Options exercisable at December 31, 2021 1,888 $ 4.10 4.67 $ 54 Information related to stock compensation activity during the period indicated is as follows: Years Ended December 31, 2020 2021 Weighted average fair value of options granted $ 1.08 $ 1.21 Intrinsic value of options exercised (in thousands) $ - $ 71 Total grant date fair value of restricted stock vested (in thousands) $ 2,666 $ 1,786 At December 31, 2021, there was $2.6 million of unrecognized stock option compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.9 years. During the year ended December 31, 2021, gross proceeds recognized from the exercise of stock options was $445,000. There were no stock options exercised during the year ended December 31, 2020. Restricted stock awards and restricted stock unit activity during the period is as follows: Shares/ Units (In Thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2020 1,632 $ 3.18 Granted 615 2.54 Vested (476 ) 3.77 Forfeited (253 ) 2.80 Unvested at December 31, 2021 1,518 2.80 Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock awards and restricted stock units are expensed on a straight-line basis over the vesting or service period, as applicable, and forfeitures are recognized as they occur. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions. At December 31, 2021, there was $4.5 million of unrecognized restricted stock compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted average period of 2.9 years. (c) Employee Stock Purchase Plan On March 8, 2013, the Company’s board of directors adopted and in May 2013 the stockholders approved the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on January 1, 2014. The Company authorized an aggregate of 225,000 shares of Class B common stock for issuance under the plan to participating employees. The 2014 ESPP provides eligible employees the opportunity to purchase the Company’s Class B common stock at a price equal to 95% of the closing price on the last business day of each purchase periods. The 2014 ESPP permits eligible employees to purchase amounts up to 15% of their compensation in the purchase period, and no employee is permitted to purchase stock worth more than $25,000 in any calendar year, valued as of the first day of each purchase period. During the year ended December 31, 2020, 41,987 shares were purchased at prices ranging from $1.38 to $2.01 per share. During the year ended December 31, 2021, 29,854 shares were purchased at prices ranging from $2.44 to $2.91 per share. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | Note 7: 401(k) Savings Plan The Company maintains voluntary defined contribution plans, which are qualified, covering employees that meet eligibility requirements. Eligible employees may elect to defer and contribute a portion of their eligible compensation to the plans, not to exceed the dollar amounts set by applicable laws. During 2011, the Company elected to match a portion of the employee contributions up to a defined maximum. In 2020 and 2021, cash contributions were made in the amount of $230,000 and $220,000 respectively. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | Note 8: Segment Reporting and Geographic Information Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. For the years ended December 31, 2020 and 2021, the Company operated in a single Note 11: Discontinued Operations Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. As of December 31, 2020 and 2021, no significant long-lived assets were held by entities outside of the United States. Revenues from customers by geographical areas are tracked on the basis of the location of the customer. The majority of the Company’s revenue and accounts receivable are derived from domestic sales to customers. Revenues by geographic region are as follows: Years ended December 31, (In Percentages) 2020 2021 United States 98 % 99 % Canada 2 % 1 % 100 % 100 % |
Identifiable Intangible Assets
Identifiable Intangible Assets from Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets from Acquisitions | Note 9: Identified Intangible Assets 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 and determined there was impairment. Based on the results of the test, the Company recorded pre-tax non-cash impairment totaling $5.0 million in the first quarter of 2020 relating to customer relationships, technologies, non-compete agreements and tradenames. These charges are reflected in the Company’s Consolidated Statement of Operations for the year ended December 31, 2020 within Impairment of intangible assets from acquisitions Identifiable intangible assets from acquisitions consisted of the following: As of December 31, 2020 (In Thousands) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (4,693 ) $ (3,430 ) $ 4,895 Technologies 9,369 (4,731 ) (1,062 ) 3,576 Non-compete agreements 3,409 (2,413 ) (346 ) 650 Tradenames 734 (538 ) (121 ) 75 Total identifiable intangible assets from acquisitions $ 26,530 $ (12,375 ) $ (4,959 ) $ 9,196 As of December 31, 2021 (In Thousands) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (6,679 ) $ (3,430 ) $ 2,909 Technologies 9,369 (6,905 ) (1,062 ) 1,402 Non-compete agreements 3,409 (2,660 ) (346 ) 403 Tradenames 734 (613 ) (121 ) 0 Total identifiable intangible assets from acquisitions $ 26,530 $ (16,857 ) $ (4,959 ) $ 4,714 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- 1 - 3 years |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 10: Goodwill The balance of goodwill for the year ended December 31, 2020 and 2021 2021. 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. 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 $14.7 million. The Company tested its goodwill for impairment again upon the Divestiture and at November 30, 2020. No additional impairment loss was determined to have occurred. Impairment of goodwill The testing of goodwill for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. Events and circumstances considered in determining whether the carrying value of goodwill may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant changes in competition and market dynamics; significant and sustained declines in the Company’s stock price and market capitalization; a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate. These estimates and circumstances are inherently uncertain and can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, a loss of a significant customer, changes in competition, volatility in financial markets, or changes in the share price of the Company’s Class B common stock and market capitalization. The Company’s annual impairment evaluation did not indicate impairment of the carrying value of goodwill in 2021. We will continue to monitor our financial performance, stock price, and other factors in order to determine if there are indicators of impairment. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 11: Discontinued Operations In October 2020, the Company sold certain assets related to its Local Leads Platform, Call Marketplace and other assets not related to core conversational analytics. The purchaser is a related party controlled by a shareholder and officers of the Company. This divestiture represents a discontinued operation since the disposal enables the Company to focus more wholly on its core conversational analytics and sales engagement solution activities, and it will have a significant effect on the Company’s operations and financial results. The Company will have no further involvement in the key strategic decision making or operations of the divested assets. Accordingly, we have presented the results of operations of these assets in the Consolidated Financial Statements as discontinued operations, net of tax, for the current and historical periods. The Company received cash consideration at closing of approximately $2.3 million. No gain or loss on the sale of discontinued operations was recognized in the Consolidated Statement of Operations as it was sold to a related party. In connection with the closing, the Company also entered into an administrative support services agreement with the related party purchaser pursuant to which the Company will provide services to the related party purchaser for a support services fee, with certain guaranteed payments to the Company in the first year and conditionally in the second year following closing. Support services fees related to this arrangement totaled $6.6 million for the year ended December 31, and $1 million for the year ended December 31, and are included in the Company’s Consolidated Statements of Operations, net of the related expenses, within Service costs , Sales and marketing , Product development , and General and administrative . As of December 31, net amount due from the purchaser of $630,000 is included in the Company’s Consolidated Balance Sheet within Prepaid expenses and other current assets . The Company has determined that although we held a variable interests in the related party purchaser, we are not the primary beneficiary and are not required to consolidate the entity. We considered whether we have the ability to exercise significant influence over the operating and financial policies of the purchaser and do not believe these criteria were met. As a result, the Company has elected to measure the investment at cost because the equity securities do not have a readily determinable fair value. The investment balance of $341,000 was included in Other assets, net The Consolidated Financial Statements for the year ended December 31, 2020 reflect the operations of the divested assets as a discontinued operation. Discontinued operations include the following: Years ended December 31, (In Thousands) 2020 Revenue $ 40,551 Expenses: Service costs 30,972 Sales and marketing 1,801 Product development 1,909 General and administrative 718 Total operating expenses 35,400 Impairment of goodwill 469 Income from operations 4,682 Interest expense and other, net 1 Loss from discontinued operations before provision for income taxes 4,681 Income tax (benefit) (1,109 ) Total income from discontinued operations $ 3,572 |
CARES Act Loans and Foreign Wag
CARES Act Loans and Foreign Wage Subsidy | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
CARES Act Loans and Foreign Wage Subsidy | Note 12: CARES Act Loans and Foreign Wage Subsidy During the second quarter of 2020, the Company secured $5.3 million in promissory notes to bank lenders pursuant to government loan programs (collectively, the “Loans”). At December 31, 2020, the remaining balance was $5.1 million. The difference relates to the business operations divested in October 2020. The Loans were made under, and are subject to the terms and conditions of, the CARES Act and are administered by the U.S. Small Business Administration (“SBA”). The terms of the Loans are two years with maturity dates in the second quarter of 2022 and they contain a fixed annual interest rate of 1%. In the third quarter of 2021, we were legally release from our obligation as our application was approved by the SBA. We recognized a gain on extinguishment of $5.2 million in the Condensed Consolidated Statement of Operations. In addition, under a foreign wage subsidy program in response to the COVID-19 pandemic, a subsidiary received approximately $415,000 and $444,000 in funding during the year ended December 31, 2020 and 2021, respectively, that were treated as reductions of payroll expenses. |
Interest and Other
Interest and Other | 12 Months Ended |
Dec. 31, 2021 | |
Other Income And Expenses [Abstract] | |
Interest and Other | Note 13: Interest and Other Interest income and other consists of the following (in thousands): Years Ended December 31, 2020 2021 Interest Income & Foreign Currency $ 137 $ 3 Interest Expense (30 ) (37 ) Other 16 2,487 Total $ 123 $ 2,453 During the second quarter of 2021, we received $2.5 million related to a contractual settlement of an upside payment with previously divested properties. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | (a) Description of Business and Basis of Presentation Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a conversational analytics and solutions company that helps businesses connect, drive, measure, and convert callers into customers, and connects the voice of the customer to their business. We deliver data insights and incorporate artificial intelligence (AI)-powered functionality that drives insights and solutions to help companies find, engage and support their customers across voice and text-based communication channels. Divestiture In October 2020, the Company sold its interests in and sales engagement solutions Note 11: Discontinued Operations |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of our Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period, including the effects of COVID-19. The Company has used estimates related to several financial statement amounts, including revenues, allowance for doubtful accounts, allowance for advertiser credits, useful lives for property and equipment and intangible assets, valuation of intangible assets, valuation of contingent consideration transferred as a result of business combinations, the fair value of the Company’s common stock and stock option awards, the impairment of goodwill and the valuation allowance for deferred tax assets. Actual results could differ from those estimates. Our Company consolidates all entities that we control by ownership of a majority voting interest. 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. Additionally, there are situations in which U.S. GAAP requires consolidation even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity's voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which we have the variable interest is referred to as a "VIE." An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We held a remaining interest in the related party purchaser of our divested operations until we disposed of our interest in the third quarter of 2021. We determined during the period of holding a interest we were not the primary beneficiary. Our variable interests in this VIE primarily relate to the issuance of a 10% equity interest in the related party purchaser; contingent consideration related to the transaction; and an administrative support services arrangement. Refer to Note 11: Discontinued Operations. Although this financial arrangement resulted in our holding variable interests in this related party entity, it did not empower us to direct the strategic and operational activities of the VIE that most significantly impact the VIE’s economic performance. Our Company's investment related to this VIE totaled $341,000 as of December 31, 2020, representing our maximum exposure to loss. In the third quarter of 2021, we sold our equity interest for proceeds of $ 400,000 . The Company's investment related to this VIE was not individually significant to the Company's Consolidated Financial Statements. |
Cash and Cash Equivalents | (b) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds. |
Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments The Company had the following financial instruments as of December 31, 2020 and 2021: 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: Years Ended December 31, (In Thousands) 2020 2021 Level 1 Assets: Cash $ 13,492 $ 10,725 Money market funds 20,359 16,361 Total cash and cash equivalents $ 33,851 $ 27,086 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. Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Consolidated Statements of Operations. |
Accounts Receivable | (d) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable balances are presented net of allowance for doubtful accounts and allowance for advertiser credits. Allowance for Doubtful Accounts The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. Past due balances over 90 days and specific other balances are reviewed individually for collectability. The Company reviews the allowance for collectability quarterly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts activity for the periods indicated is as follows: (In Thousands) Balance at beginning of period Charged to costs and expenses Write-offs, net of recoveries Balance at end of period December 31, 2020 266 246 68 444 December 31, 2021 444 187 365 266 Allowance for Advertiser Credits The allowance for advertiser credits is the Company’s best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services. The Company determines the allowance for advertiser credits and adjustments based on analysis of historical credits. The allowance for advertiser credits activity for the periods indicated is as follows: (In Thousands) Balance at beginning of period Additions charged against revenue Credits processed and other Balance at end of period December 31, 2020 153 1,029 520 662 December 31, 2021 662 248 753 157 |
Property and Equipment | (e) Property and Equipment Property and equipment are stated at cost. Depreciation on computers and other related equipment, purchased and internally developed software, and furniture and fixtures is calculated on the straight-line method over the estimated useful lives of the assets, generally averaging three years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful lives of the assets generally ranging from five to eight years. We capitalize certain software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs include (i) external direct costs of materials and services utilized in developing computer software, (ii) compensation and related benefits for employees who are directly associated with the software projects. Capitalized software costs are amortized on a straight-line basis when placed into service over the estimated useful life of the software, generally averaging three years. We capitalized software development costs of $1.0 million for the year ended December 31, 2021. |
Goodwill | (f) Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method, net of recognized impairment. Goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. As of the year ended December 31, 2020 and 2021, the Company had $17.6 million, respectively, of goodwill on its balance sheet, net of recognized impairment. See Note 10: Goodwill |
Impairment or Disposal of Long-Lived Assets | (g) Impairment or Disposal of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated. |
Revenue Recognition | (h) Revenue Recognition We generate the majority of our revenues from core analytics and solutions services. Customers typically receive the benefit of the Company’s services as they are performed and substantially all the Company’s revenue is recognized over time as the services are performed. Revenue is recognized when a customer obtains control of services in an amount that reflects the consideration the Company expects to receive in exchange for those 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 customers and small business resellers. The Company generates revenue from the Company’s call analytics technology platform when advertisers pay the Company a fee for call, text, or other communication related data element they receive from calls The majority of the Company’s customers are invoiced on a monthly basis following the month of the delivery of services and are required to make payments under standard credit terms. The Company establishes an allowance for advertiser credits, which is included in accrued expense and other current liabilities in the balance sheet, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. The balance associated with the allowance for advertiser credits in the Company’s Consolidated Balance Sheet was $662,000 and $157,000 as of December 31, 2020 and 2021, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s Consolidated Balance Sheet as of December 31, 2020 and 2021, was $1.4 million and $2.0 million, respectively. During the year ended December 31, 2020 and 2021, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $932,000 and $1.4 million, respectively. The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation performance obligation performance obligation at which the Company would sell a promised good or service 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 |
Service Costs | (i) Service Costs Our service costs represent the cost of providing our services to our customers. These costs primarily consist of telecommunication costs, including the use of phone numbers relating to our services; colocation service charges of our network equipment; bandwidth and software license fees; network operations; and payroll and related expenses of personnel, including stock based compensation. |
Advertising Expenses | (j) Advertising Expenses Advertising costs are expensed as incurred and include mobile and online advertising and related outside marketing activities, including sponsorships and trade shows. Such costs are included in sales and marketing. Advertising costs were approximately $1.3 million and $1.4 million for the years ended December 31, 2020 and 2021 respectively. |
Product Development | (k) Product Development Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s products and services. Research and development costs are expensed as incurred and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality of the services. For the periods presented, substantially all of the product development expenses are research and development. Product development costs are expensed as incurred or capitalized into property and equipment in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other |
Income Taxes | (l) Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in results of operations in the period that includes the enactment date. |
Stock-Based Compensation | (m) Stock-Based Compensation The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company accounts for forfeitures as they occur. |
Concentrations | (n) 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 Company had no customers that represented more than 10% of consolidated revenue for the year ended December 31, 2020 and December 31, 2021. The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows: At December 31, (In Percentages) 2020 2021 Customer A 18 % 11 % |
Net Income (Loss) Per Share | (o) Net Income (Loss) Per Share The Company computes net income (loss) per share of Class A and Class B common stock using the two class method. Under the provisions of the two class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares. In accordance with the two class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on its common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. See Note 6: Stockholders' Equity Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. Under the two class method, dividends paid on unvested restricted stock are allocated to these participating securities and therefore impact the calculation of amounts allocated to common stock. The following table presents the computation of basic net loss per share for the periods ended: Years Ended December 31, 2020 2021 (In Thousands, Except Per Share Amounts) Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (4,233 ) $ (37,785 ) $ (466 ) $ (3,924 ) Discontinued operations, net of tax 360 3,212 — — Net loss applicable to common stockholders $ (3,873 ) $ (34,573 ) $ (466 ) $ (3,924 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 41,599 4,661 39,256 Basic net income (loss) per share: Continuing operations, net of tax $ (0.91 ) $ (0.91 ) $ (0.10 ) $ (0.10 ) Discontinued operations, net of tax 0.08 0.08 — — Basic net loss per share applicable to common stockholders $ (0.83 ) $ (0.83 ) $ (0.10 ) $ (0.10 ) The following table presents the computation of diluted net loss per share for the periods ended: Years Ended December 31, 2020 2021 (In Thousands, Except Per Share Amounts) Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss from continuing operations, net of tax $ (4,233 ) $ (37,785 ) $ (466 ) $ (3,924 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (4,233 ) — (466 ) Diluted net loss from continuing operations, net of tax $ (4,233 ) $ (42,018 ) $ (466 ) $ (4,390 ) Discontinued operations, net of tax 360 3,212 0 0 Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 360 — — Net income from discontinued operations, net of tax $ 360 $ 3,572 $ — $ — Net loss applicable to common stockholders $ (3,873 ) $ (38,446 ) $ (466 ) $ (4,390 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 41,599 4,661 39,256 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate diluted net loss per share 4,661 46,260 4,661 43,917 Diluted net loss per share: Continuing operations, net of tax $ (0.91 ) $ (0.91 ) $ (0.10 ) $ (0.10 ) Discontinued operations, net of tax 0.08 0.08 — — Diluted net loss per share applicable to common stockholders $ (0.83 ) $ (0.83 ) $ (0.10 ) $ (0.10 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • For the years ended December 31, 2020 and 2021, outstanding options to acquire 3,460 and 3,601 shares, respectively, of Class B common stock. • For the years ended December 31, 2020 and 2021, 1,007 and 965 shares of unvested Class B restricted common shares, respectively. • For the years ended December 31, 2020 and 2021, 617 and 553 restricted stock units, respectively. |
Guarantees | (p) Guarantees FASB ASC Topic 460, Guarantees In certain agreements, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying Consolidated Financial Statements. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material. |
Recent Accounting Pronouncement Not Yet Effective | (q) Recent Accounting Pronouncement Not Yet Effective To date, there have been no recent accounting pronouncements not yet effective that are expected to have a material impact on our Consolidated Financial Statements. |
Leases | The Company adopted FASB ASC Topic 842, Leases 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. Additionally, in the third quarter of 2020, the Company concluded that exercising its option to terminate this office lease in March 2023 had met the reasonably certain threshold and as such, the Company remeasured its ROU asset and liability associated with this lease as of September 30, 2020 based on the expected termination fee payment of approximately $671,000 and a lease termination date of March 2023. The Company’s lease agreement with respect to office space in Mississauga, Canada commenced in November 2016, with a lease term of 60 months, and expired on November 30, 2021. The Company has subsequently entered into a month-to-month lease and for disclosure purposes, we have selected the short-term lease election. The Company commenced a new lease for an office space in Wichita, Kansas in June 2020 which continues for a period of 66 months with an option to extend the term for two additional periods of three years each. The Company has the option to terminate the lease pursuant to certain terms as specified in the lease without any termination fees if notice is provided. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Cash and Cash Equivalents | The following table provides information about the fair value of our cash and cash equivalents balance: Years Ended December 31, (In Thousands) 2020 2021 Level 1 Assets: Cash $ 13,492 $ 10,725 Money market funds 20,359 16,361 Total cash and cash equivalents $ 33,851 $ 27,086 |
Allowance for Doubtful Accounts and Advertiser Credit Activity | The allowance for doubtful accounts activity for the periods indicated is as follows: (In Thousands) Balance at beginning of period Charged to costs and expenses Write-offs, net of recoveries Balance at end of period December 31, 2020 266 246 68 444 December 31, 2021 444 187 365 266 The allowance for advertiser credits activity for the periods indicated is as follows: (In Thousands) Balance at beginning of period Additions charged against revenue Credits processed and other Balance at end of period December 31, 2020 153 1,029 520 662 December 31, 2021 662 248 753 157 |
Computation of Net Loss Per Share Basic and Diluted | The following table presents the computation of basic net loss per share for the periods ended: Years Ended December 31, 2020 2021 (In Thousands, Except Per Share Amounts) Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (4,233 ) $ (37,785 ) $ (466 ) $ (3,924 ) Discontinued operations, net of tax 360 3,212 — — Net loss applicable to common stockholders $ (3,873 ) $ (34,573 ) $ (466 ) $ (3,924 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 41,599 4,661 39,256 Basic net income (loss) per share: Continuing operations, net of tax $ (0.91 ) $ (0.91 ) $ (0.10 ) $ (0.10 ) Discontinued operations, net of tax 0.08 0.08 — — Basic net loss per share applicable to common stockholders $ (0.83 ) $ (0.83 ) $ (0.10 ) $ (0.10 ) The following table presents the computation of diluted net loss per share for the periods ended: Years Ended December 31, 2020 2021 (In Thousands, Except Per Share Amounts) Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss from continuing operations, net of tax $ (4,233 ) $ (37,785 ) $ (466 ) $ (3,924 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (4,233 ) — (466 ) Diluted net loss from continuing operations, net of tax $ (4,233 ) $ (42,018 ) $ (466 ) $ (4,390 ) Discontinued operations, net of tax 360 3,212 0 0 Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share — 360 — — Net income from discontinued operations, net of tax $ 360 $ 3,572 $ — $ — Net loss applicable to common stockholders $ (3,873 ) $ (38,446 ) $ (466 ) $ (4,390 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 41,599 4,661 39,256 Conversion of Class A to Class B common shares outstanding — 4,661 — 4,661 Weighted average number of shares outstanding used to calculate diluted net loss per share 4,661 46,260 4,661 43,917 Diluted net loss per share: Continuing operations, net of tax $ (0.91 ) $ (0.91 ) $ (0.10 ) $ (0.10 ) Discontinued operations, net of tax 0.08 0.08 — — Diluted net loss per share applicable to common stockholders $ (0.83 ) $ (0.83 ) $ (0.10 ) $ (0.10 ) |
Accounts Receivable | |
Schedules of Concentration of Risk, by Risk Factor | The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows: At December 31, (In Percentages) 2020 2021 Customer A 18 % 11 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following: Years Ended December 31, (In Thousands) 2020 (1) 2021 (1) Computer and other related equipment $ 12,948 $ 13,373 Purchased and internally developed software 2,058 2,483 Furniture and fixtures 1,271 1,271 Leasehold improvements 1,737 1,732 Construction in progress 330 769 $ 18,344 $ 19,628 Less: accumulated depreciation and amortization (15,597 ) (16,811 ) Property and equipment, net $ 2,747 $ 2,817 (1) Includes the original cost of fully-depreciated fixed assets which were $13.6 million and $10.9 million at December 31, 2020 and 2021, respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Years Ended December 31, (In Thousands) 2020 2021 Operating lease cost $ 1,700 $ 1,862 Short-term operating lease cost 46 8 Total operating lease cost 1,746 1,870 Other information: Weighted-average remaining lease term - operating leases 2.8 years 1.9 years Weighted-average discount rate - operating leases (1) 4.8 % 4.8 % (1) The discount rate used to compute the present value of the total lease liabilities as of December 31, 2020 and 2021 was based on the Company’s estimated incremental borrowing rate of similar secured borrowings availabe to the Company as of the commencement date of lease. |
Schedule of Operating Lease Liabilities | As of December 31 2021 (In Thousands) Total Gross future operating lease payments $ 3,415 Less: imputed interest (155 ) Present value of total operating lease liabilities 3,260 Less: current portion of operating lease liabilities (1,794 ) Total long-term operating lease liabilities $ 1,466 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows: (In Thousands) Facilities operating leases Other contractual obligations Total 2022 1,871 661 2,532 2023 1,161 237 1,398 2024 209 — 209 2025 174 — 174 Total minimum payments $ 3,415 $ 898 $ 4,313 (1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Loss from Continuing Operations Before Provision for Income Taxes | The components of loss from continuing operations before provision for income taxes consist of the following (in thousands): Years Ended December 31, (In Thousands) 2020 2021 United States $ (38,891 ) $ (1,173 ) Foreign (5,044 ) (2,985 ) Loss from continuing operations before provision for income taxes $ (43,935 ) $ (4,158 ) |
Provision for Income Taxes | The provision for income taxes for the Company’s continuing operations consists of the following (in thousands): Years Ended December 31, (In Thousands) 2020 2021 Current federal provision State $ 21 $ 204 Deferred provision (benefit) Federal (901 ) 20 State (153 ) 106 Foreign (884 ) (98 ) Total income tax expense (benefit) $ (1,917 ) $ 232 |
Computation of Income Tax Benefit from Continuing Operations Using Federal Statutory Rate | The Company’s income tax benefit from continuing operations differed from the amounts computed by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following: Years Ended December 31, (In Thousands) 2020 2021 Income tax benefit at U.S. statutory rate $ (9,226 ) $ (873 ) State taxes, net of valuation allowance (103 ) (448 ) Stock-based compensation (1) 154 434 Valuation allowance 7,427 3,334 Foreign tax differential (1,124 ) (747 ) Tax credits (368 ) (544 ) Impairment 1,533 — Acquisition/accretion benefits (250 ) (1 ) Gain on CARES Act loan — (1,089 ) Meals and entertainment 1 68 Other expenses 39 98 Total income tax expense (benefit) $ (1,917 ) $ 232 (1) Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation. |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below and reflects the 21% U.S. federal statutory rate for 2020 and 2021 (in thousands): Years Ended December 31, (In Thousands) 2020 2021 Deferred tax assets: Accrued liabilities not currently deductible $ 651 $ 476 Intangible assets- excess of financial statement over tax amortization 982 5,985 Goodwill recognized on financial statements in excess of tax amortization (18 ) — Stock-based compensation 2,524 2,405 Federal net operating and capital losses 21,531 35,052 State, local and foreign net operating and capital loss carryforwards 12,325 3,353 Research & experimental tax and other credit carryforwards 4,640 5,184 Lease liability 1,250 866 Other 735 547 Gross deferred tax assets 44,620 53,868 Valuation allowance (43,314 ) (53,066 ) Net deferred tax assets $ 1,306 $ 802 Deferred tax liabilities: Intangible assets-excess of tax over financial statement amortization (532 ) (393 ) Right-of-use lease asset (930 ) (595 ) Net deferred tax liabilities $ (156 ) $ (186 ) |
Summary of Activity Related to Tax Contingencies Recorded As an Offset to Deferred Tax Assets | The following table summarizes activity related to tax contingencies from January 1, 2020 to December 31, 2021 which are recorded as an offset to deferred tax assets (in thousands): (In Thousands) Gross tax contingencies—January 1, 2020 $ 1,268 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 97 Gross decreases to tax positions associated with prior periods — Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2020 1,365 Gross increases to tax positions associated with prior periods — Gross increases to current period tax positions 72 Gross decreases to tax positions associated with prior periods (55 ) Settlements — Lapse of statute of limitations — Gross tax contingencies—December 31, 2021 $ 1,382 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Years ended December 31, (In Thousands) 2020 2021 Service costs $ 36 $ 49 Sales and marketing 1,041 870 Product development 358 296 General and administrative 2,172 1,459 Total stock-based compensation $ 3,607 $ 2,674 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated: Years Ended December 31, 2020 2021 Expected life (in years) 4.00-6.25 4.00-6.25 Risk-free interest rate 0.17% - 1.22% 0.64% - 1.35% Expected volatility 46% - 54% 50% - 59% Weighted average expected volatility 52% 55% |
Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity | Stock option, restricted stock award, and restricted stock unit activity during the period is as follows: Options and Restricted Stock available for grant (in thousands) Number of options outstanding (in thousands) Weighted average exercise price of options Weighted average remaining contractual term (in years) Aggregate intrinsic (in thousands) Balance at December 31, 2020 14,563 3,460 $ 3.82 6.50 $ 27 Increase to pool January 1, 2021 2,056 — Options granted (1,008 ) 1,008 $ 2.61 Restricted stock granted (615 ) — Restricted stock forfeited 253 — Options exercised 163 (163 ) $ 2.73 Options expired 439 (439 ) $ 5.16 Options forfeited 265 (265 ) $ 3.01 Balance at December 31, 2021 16,116 3,601 $ 3.43 6.46 $ 360 Options exercisable at December 31, 2021 1,888 $ 4.10 4.67 $ 54 |
Information Related to Stock Compensation Activity | Information related to stock compensation activity during the period indicated is as follows: Years Ended December 31, 2020 2021 Weighted average fair value of options granted $ 1.08 $ 1.21 Intrinsic value of options exercised (in thousands) $ - $ 71 Total grant date fair value of restricted stock vested (in thousands) $ 2,666 $ 1,786 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the period is as follows: Shares/ Units (In Thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2020 1,632 $ 3.18 Granted 615 2.54 Vested (476 ) 3.77 Forfeited (253 ) 2.80 Unvested at December 31, 2021 1,518 2.80 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows: Years ended December 31, (In Percentages) 2020 2021 United States 98 % 99 % Canada 2 % 1 % 100 % 100 % |
Identifiable Intangible Asset_2
Identifiable Intangible Assets from Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Identifiable Intangible Assets from Acquisitions | Identifiable intangible assets from acquisitions consisted of the following: As of December 31, 2020 (In Thousands) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (4,693 ) $ (3,430 ) $ 4,895 Technologies 9,369 (4,731 ) (1,062 ) 3,576 Non-compete agreements 3,409 (2,413 ) (346 ) 650 Tradenames 734 (538 ) (121 ) 75 Total identifiable intangible assets from acquisitions $ 26,530 $ (12,375 ) $ (4,959 ) $ 9,196 As of December 31, 2021 (In Thousands) Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (6,679 ) $ (3,430 ) $ 2,909 Technologies 9,369 (6,905 ) (1,062 ) 1,402 Non-compete agreements 3,409 (2,660 ) (346 ) 403 Tradenames 734 (613 ) (121 ) 0 Total identifiable intangible assets from acquisitions $ 26,530 $ (16,857 ) $ (4,959 ) $ 4,714 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Divested Assets Discontinued Operations | The Consolidated Financial Statements for the year ended December 31, 2020 reflect the operations of the divested assets as a discontinued operation. Discontinued operations include the following: Years ended December 31, (In Thousands) 2020 Revenue $ 40,551 Expenses: Service costs 30,972 Sales and marketing 1,801 Product development 1,909 General and administrative 718 Total operating expenses 35,400 Impairment of goodwill 469 Income from operations 4,682 Interest expense and other, net 1 Loss from discontinued operations before provision for income taxes 4,681 Income tax (benefit) (1,109 ) Total income from discontinued operations $ 3,572 |
Interest and Other (Tables)
Interest and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income And Expenses [Abstract] | |
Summary of Interest Income and Other | Interest income and other consists of the following (in thousands): Years Ended December 31, 2020 2021 Interest Income & Foreign Currency $ 137 $ 3 Interest Expense (30 ) (37 ) Other 16 2,487 Total $ 123 $ 2,453 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) shares in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)Entityshares | Dec. 31, 2020USD ($)shares | |
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Percentage of equity interest | 10.00% | ||
Maximum exposure to loss in significant unconsolidated VIEs, equity investments | $ 341,000,000 | ||
Proceeds from sale of equity | $ 400,000,000 | ||
Property and equipment, estimated useful lives | 3 years | ||
Capitalized software development costs | $ 1,000,000 | ||
Goodwill | 17,558,000 | 17,558,000 | |
Revenue recognized | 1,400,000 | 932,000 | |
Allowances for advertiser credits | 157,000 | 662,000 | |
Deferred revenue | $ 2,000,000 | 1,400,000 | |
Revenue, Practical expedient description terms | The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less | ||
Advertising costs | $ 1,400,000 | $ 1,300,000 | |
Number of financial institution | Entity | 2 | ||
Equity Option | Class B | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | shares | 3,601 | 3,460 | |
Restricted Stock | Class B | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | shares | 965 | 1,007 | |
Restricted Stock Units | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Anti-dilutive shares | shares | 553 | 617 | |
Customer Relationships | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Estimated life | 24 months | ||
Customer Contracts | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Deferred contract costs, net | $ 128,000 | $ 167,000 | |
Amortization associated with deferred contract costs | $ 1,200,000 | $ 989,000 | |
Maximum | Customer Contracts | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Threshold amortization period when company obtains a contact | 1 year | ||
Leasehold Improvements | Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 5 years | ||
Leasehold Improvements | Maximum | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Property and equipment, estimated useful lives | 8 years | ||
Software and Software Development Costs | |||
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |||
Estimated life | 3 years |
Fair Value of Cash and Cash Equ
Fair Value of Cash and Cash Equivalents (Detail) - Level 1 [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 27,086 | $ 33,851 |
Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | 10,725 | 13,492 |
Mutual Fund | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 16,361 | $ 20,359 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts Activity (Detail) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at beginning of period | $ 444 | $ 266 |
Charged to costs and expenses | 187 | 246 |
Write-offs, net of recoveries | 365 | 68 |
Balance at end of period | $ 266 | $ 444 |
Allowance for Advertiser Credit
Allowance for Advertiser Credits Activity (Detail) - Allowances for Advertiser Credits [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance For Advertiser Credits [Abstract] | ||
Balance at beginning of period | $ 662 | $ 153 |
Additions charged against revenue | 248 | 1,029 |
Credits processed and other | 753 | 520 |
Balance at end of period | $ 157 | $ 662 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail 1) | Dec. 31, 2021 |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items] | |
Performance obligations for contracts, effective term | 1 year |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Consolidated Revenue (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk | Revenue | Advertiser A [Member] | ||
Concentration Risk [Line Items] | ||
Customer A | 11.00% | 18.00% |
Computation of Net Loss Per Sha
Computation of Net Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income (loss) applicable to common stockholders | $ (4,390) | $ (38,446) |
Class A | ||
Numerator: | ||
Net loss from continuing operations, net of tax | (466) | (4,233) |
Discontinued operations, net of tax | 0 | 360 |
Net income (loss) applicable to common stockholders | (466) | (3,873) |
Diluted net loss from continuing operations, net of tax | (466) | (4,233) |
Net income from discontinued operations, net of tax | 360 | |
Net loss applicable to common stockholders | $ (466) | $ (3,873) |
Denominator: | ||
Weighted average number of shares outstanding used to calculate basic net loss per share | 4,661 | 4,661 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 4,661 | 4,661 |
Basic net income (loss) per share: | ||
Continuing operations, net of tax | $ (0.10) | $ (0.91) |
Discontinued operations, net of tax | 0.08 | |
Basic net loss per share applicable to common stockholders | (0.10) | (0.83) |
Diluted net loss per share: | ||
Continuing operations, net of tax | (0.10) | (0.91) |
Discontinued operations, net of tax | 0.08 | |
Diluted net loss per share applicable to common stockholders | $ (0.10) | $ (0.83) |
Class B | ||
Numerator: | ||
Net loss from continuing operations, net of tax | $ (3,924) | $ (37,785) |
Discontinued operations, net of tax | 0 | 3,212 |
Net income (loss) applicable to common stockholders | (3,924) | (34,573) |
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares | (466) | (4,233) |
Diluted net loss from continuing operations, net of tax | (4,390) | (42,018) |
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share | 360 | |
Net income from discontinued operations, net of tax | 3,572 | |
Net loss applicable to common stockholders | $ (4,390) | $ (38,446) |
Denominator: | ||
Weighted average number of shares outstanding used to calculate basic net loss per share | 39,256 | 41,599 |
Conversion of Class A to Class B common shares outstanding | 4,661 | 4,661 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 43,917 | 46,260 |
Basic net income (loss) per share: | ||
Continuing operations, net of tax | $ (0.10) | $ (0.91) |
Discontinued operations, net of tax | 0.08 | |
Basic net loss per share applicable to common stockholders | (0.10) | (0.83) |
Diluted net loss per share: | ||
Continuing operations, net of tax | (0.10) | (0.91) |
Discontinued operations, net of tax | 0.08 | |
Diluted net loss per share applicable to common stockholders | $ (0.10) | $ (0.83) |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 19,628 | $ 18,344 |
Less: accumulated depreciation and amortization | [1] | (16,811) | (15,597) |
Property and equipment, net | [1] | 2,817 | 2,747 |
Computer and Other Related Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 13,373 | 12,948 |
Purchased and Internally Developed Software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 2,483 | 2,058 |
Furniture and Fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 1,271 | 1,271 |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | 1,732 | 1,737 |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 769 | $ 330 |
[1] | Includes the original cost of fully-depreciated fixed assets which were $13.6 million and $10.9 million at December 31, 2020 and 2021, respectively. |
Property and Equipment (Parenth
Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 19,628 | $ 18,344 |
Fully Depreciated Fixed Assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 10,900 | $ 13,600 | |
[1] | Includes the original cost of fully-depreciated fixed assets which were $13.6 million and $10.9 million at December 31, 2020 and 2021, respectively. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1.2 | $ 1.6 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Apr. 30, 2018 | |
Lessee Lease Description [Line Items] | ||||||||
Operating lease liabilities | $ 3,260,000 | |||||||
ROU assets | $ 2,238,000 | $ 3,744,000 | ||||||
Lease expiration date | Mar. 31, 2025 | |||||||
Payments for lease termination fee | $ 671,000 | |||||||
Contribution as credit against lease payments | $ 180,000 | |||||||
Contribution from lessor as reimbursement towards leasehold improvements | $ 180,000 | |||||||
Payments towards leasehold improvements | $ 373,000 | |||||||
Letter of credit amount payable | $ 575,000 | |||||||
Line of credit facility increase decrease for period net | $ 100,000 | |||||||
Lease termination month and year | 2023-03 | |||||||
Mississauga, Canada | ||||||||
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) | 66 months | |||||||
Lease agreement description | The Company commenced a new lease for an office space in Wichita, Kansas in June 2020 which continues for a period of 66 months with an option to extend the term for two additional periods of three years each. | |||||||
Letter of Credit | Certificates of Deposit | Other Noncurrent Assets | ||||||||
Lessee Lease Description [Line Items] | ||||||||
Letters of credit outstanding amount | $ 575,000 | |||||||
ASC 842 | ||||||||
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Lease Cost [Abstract] | |||
Operating lease cost | $ 1,862 | $ 1,700 | |
Short-term operating lease cost | 8 | 46 | |
Total operating lease cost | $ 1,870 | $ 1,746 | |
Other information: | |||
Weighted-average remaining lease term - operating leases | 1 year 10 months 24 days | 2 years 9 months 18 days | |
Weighted-average discount rate - operating leases | [1] | 4.80% | 4.80% |
[1] | The discount rate used to compute the present value of the total lease liabilities as of December 31, 2020 and 2021 was based on the Company’s estimated incremental borrowing rate of similar secured borrowings availabe to the Company as of the commencement date of lease. |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
Gross future operating lease payments | $ 3,415 | |
Less: imputed interest | (155) | |
Present value of total operating lease liabilities | 3,260 | |
Less: current portion of operating lease liabilities | (1,794) | $ (1,827) |
Total long-term operating lease liabilities | $ 1,466 | $ 3,136 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | |
Facilities operating leases 2022 | $ 1,871 |
Facilities operating leases 2023 | 1,161 |
Facilities operating leases 2024 | 209 |
Facilities operating leases 2025 | 174 |
Gross future operating lease payments | 3,415 |
Other contractual obligations 2022 | 661 |
Other contractual obligations 2023 | 237 |
Other contractual obligations 2024 | 0 |
Other contractual obligations 2025 | 0 |
Other contractual obligations, Total minimum payments | 898 |
Total 2022 | 2,532 |
Total 2023 | 1,398 |
Total 2024 | 209 |
Total 2025 | 174 |
Total minimum payments | $ 4,313 |
Loss from Continuing Operations
Loss from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (1,173) | $ (38,891) |
Foreign | (2,985) | (5,044) |
Loss before provision for income taxes | $ (4,158) | $ (43,935) |
Provision for Income Taxes (Det
Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current federal provision | ||
State | $ 204 | $ 21 |
Deferred provision (benefit) | ||
Federal | 20 | (901) |
State | 106 | (153) |
Foreign | (98) | (884) |
Total income tax expense (benefit) | $ 232 | $ (1,917) |
Computation of Income Tax Benef
Computation of Income Tax Benefit from Continuing Operations Using Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | |||
Income tax benefit at U.S. statutory rate | $ (873) | $ (9,226) | |
State taxes, net of valuation allowance | (448) | (103) | |
Stock-based compensation | [1] | 434 | 154 |
Valuation allowance | 3,334 | 7,427 | |
Foreign tax differential | (747) | (1,124) | |
Tax credits | (544) | (368) | |
Impairment | 1,533 | ||
Acquisition/accretion benefits | (1) | (250) | |
Gain on CARES Act loan | (1,089) | ||
Meals and entertainment | 68 | 1 | |
Other expenses | 98 | 39 | |
Total income tax expense (benefit) | $ 232 | $ (1,917) | |
[1] | Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | ||
U.S. federal income tax rates | 21.00% | 21.00% |
Valuation allowance | $ 53,066 | $ 43,314 |
Change in the valuation allowance | 9,800 | $ 24,200 |
Federal | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 166,900 | |
Net operating loss carryforwards expiration year | 2027 | |
Research and Development Tax Credit | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 6,100 | |
Net operating loss carryforwards expiration year | 2029 |
Deferred Tax Assets and Liabili
Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued liabilities not currently deductible | $ 476 | $ 651 |
Intangible assets- excess of financial statement over tax amortization | 5,985 | 982 |
Goodwill recognized on financial statements in excess of tax amortization | (18) | |
Stock-based compensation | 2,405 | 2,524 |
Federal net operating and capital losses | 35,052 | 21,531 |
State, local and foreign net operating and capital loss carryforwards | 3,353 | 12,325 |
Research & experimental tax and other credit carryforwards | 5,184 | 4,640 |
Lease liability | 866 | 1,250 |
Other | 547 | 735 |
Gross deferred tax assets | 53,868 | 44,620 |
Valuation allowance | (53,066) | (43,314) |
Net deferred tax assets | 802 | 1,306 |
Deferred tax liabilities: | ||
Intangible assets-excess of tax over financial statement amortization | (393) | (532) |
Right-of-use lease asset | (595) | (930) |
Net deferred tax liabilities | $ (186) | $ (156) |
Summary of Activity Related to
Summary of Activity Related to Tax Contingencies Recorded As an Offset to Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Gross tax contingencies, beginning balance | $ 1,365 | $ 1,268 |
Gross increases to tax positions associated with prior periods | 0 | 0 |
Gross increases to current period tax positions | 72 | 97 |
Gross decreases to tax positions associated with prior periods | (55) | 0 |
Settlements | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Gross tax contingencies, ending balance | $ 1,382 | $ 1,365 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019USD ($)shares | Nov. 30, 2018USD ($)shares | Dec. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jan. 01, 2021shares | Nov. 30, 2014shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Common stock, shares authorized | 137,500,000 | 137,500,000 | ||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||
Options granted with exercise prices less than current market value, Shares | 0 | 0 | ||||
Income tax benefit related to stock-based compensation included in net loss | $ | $ 0 | $ 0 | ||||
Unrecognized stock option compensation not yet recognized | $ | 2,600,000 | |||||
Proceed from exercise of stock option | $ | $ 445,000 | $ 0 | ||||
Equity Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 10 months 24 days | |||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized compensation cost, weighted average recognition period | 2 years 10 months 24 days | |||||
Unrecognized compensation expense | $ | $ 4,500,000 | |||||
Stock Incentive Plan 2021 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock incentive plan, shares authorized | 1,261,566 | |||||
Stock incentive plan, annual increase as a percentage of outstanding common stock | 3.00% | |||||
Stock incentive plan, options term | 10 years | |||||
Stock incentive plan, options annual vesting percentage | 25.00% | |||||
Stock incentive plan, vesting period | 4 years | |||||
Stock Incentive Plan 2021 | Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock incentive plan, options annual vesting percentage | 25.00% | |||||
Stock incentive plan, vesting period | 4 years | |||||
Employee Stock Purchase Plan Twenty Fourteen | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock incentive plan, shares authorized | 225,000 | |||||
Percentage of compensation eligible for purchase of stock | 15.00% | |||||
Maximum value of stock employee is permitted to purchase in any calendar year | $ | $ 25,000 | |||||
Stock purchased by eligible employee | 29,854 | 41,987 | ||||
Maximum | Stock Incentive Plan 2021 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock incentive plan, shares authorized | 4,761,566 | |||||
Maximum | Stock Incentive Plan 2021 | Equity Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock incentive plan, shares authorized | 3,500,000 | |||||
Maximum | Employee Stock Purchase Plan Twenty Fourteen | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.91 | $ 2.01 | ||||
Minimum | Employee Stock Purchase Plan Twenty Fourteen | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock purchased by eligible employee, price per share | $ / shares | $ 2.44 | $ 1.38 | ||||
Callcap Acquisition | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Cash paid for business acquisition | $ | $ 25,000,000 | |||||
Sonar Acquisition | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||
Cash paid for business acquisition | $ | $ 8,500,000 | |||||
Class B | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | ||||
Votes per share | Vote | 1 | |||||
Number of shares authorized to be repurchased | 3,000,000 | |||||
Total Share Repurchase Amount | $ | $ 10,800,000 | |||||
Total Number of Shares Repurchased | 5,000,000 | |||||
Class B | Employee Stock Purchase Plan Twenty Fourteen | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock purchase price as a percentage of fair value | 95.00% | |||||
Class B | Maximum | Stock Incentive Plan 2021 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock incentive plan, shares authorized | 2,000,000 | |||||
Class B | Callcap Acquisition | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock issued during the period, shares | 3,400,000 | |||||
Common stock issuance period | 4 years | |||||
Class B | Sonar Acquisition | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock issued during the period, shares | 1,000,000 | |||||
Common stock issuance period | 3 years | |||||
Class B | Sonar Acquisition | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Future earnout consideration, shares | 389,000 | |||||
Class B | Edenbrook Capital LLC [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Tender Offer Completed For Purchase of Share | 10,000,000 | |||||
Tender Offer Completed Value Per Share | $ / shares | $ 2.15 | |||||
Class A | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 12,500,000 | 12,500,000 | ||||
Votes per share | Vote | 25 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 2,674 | $ 3,607 |
Service Costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 49 | 36 |
Sales and Marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 870 | 1,041 |
Product Development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 296 | 358 |
General and Administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 1,459 | $ 2,172 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.64% | 0.17% |
Risk-free interest rate, maximum | 1.35% | 1.22% |
Expected volatility, minimum | 50.00% | 46.00% |
Expected volatility, maximum | 59.00% | 54.00% |
Weighted average expected volatility | 55.00% | 52.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 4 years | 4 years |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 3 months | 6 years 3 months |
Summary of Stock Option, Restri
Summary of Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options and restricted stock available for grant, Beginning Balance | 14,563,000 | |
Options and restricted stock available for grant, increase to pool | 2,056,000 | |
Options granted | (1,008,000) | |
Options exercised | 163,000 | |
Options expired | 439,000 | |
Options forfeited | 265,000 | |
Options and restricted stock available for grant, Ending Balance | 16,116,000 | 14,563,000 |
Options exercisable at December 31, 2021 | 1,888,000 | |
Number of shares, Beginning Balance | 3,460,000 | |
Options granted, Shares | 1,008,000 | |
Options exercised, Shares | (163,000) | |
Options expired, Shares | (439,000) | |
Options forfeited, Shares | (265,000) | |
Number of shares, Ending Balance | 3,601,000 | 3,460,000 |
Weighted average exercise price, Beginning Balance | $ 3.82 | |
Options granted, Weighted average exercise price | 2.61 | |
Options exercised, Weighted average exercise price | 2.73 | |
Options expired, Weighted average exercise price | 5.16 | |
Options forfeited, Weighted average exercise price | 3.01 | |
Weighted average exercise price, Ending Balance | 3.43 | $ 3.82 |
Options exercisable at December 31, 2021 | $ 4.10 | |
Weighted average remaining contractual term | 6 years 5 months 15 days | 6 years 6 months |
Weighted average remaining contractual term, Options exercisable at December 31, 2019 | 4 years 8 months 1 day | |
Aggregate intrinsic value, Outstanding | $ 360 | $ 27 |
Aggregate intrinsic value, Options exercisable at December 31, 2021 | $ 54 | |
Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted stock granted | (615,000) | |
Restricted stock forfeited | 253,000 |
Stock Compensation Activity (De
Stock Compensation Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average fair value of options granted | $ 1.21 | $ 1.08 |
Intrinsic value of options exercised (in thousands) | $ 71 | |
Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total grant date fair value of restricted stock vested (in thousands) | $ 1,786 | $ 2,666 |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 1,632,000 |
Granted, Shares | shares | 615,000 |
Vested, Shares | shares | (476,000) |
Forfeited, Shares | shares | (253,000) |
Unvested Shares, Ending Balance | shares | 1,518,000 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 3.18 |
Granted, Weighted average grant date fair value | $ / shares | 2.54 |
Vested, Weighted average grant date fair value | $ / shares | 3.77 |
Forfeited, Weighted average grant date fair value | $ / shares | 2.80 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 2.80 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | ||
Cash Contributions | $ 220,000 | $ 230,000 |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) - Segment | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 1 | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Revenue | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | ||
Revenues by geographic region | 100.00% | 100.00% |
United States | ||
Segment Reporting Information | ||
Revenues by geographic region | 99.00% | 98.00% |
Canada | ||
Segment Reporting Information | ||
Revenues by geographic region | 1.00% | 2.00% |
Identifiable Intangible Asset_3
Identifiable Intangible Assets from Acquisitions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 4,959,000 | $ 4,959,000 | |
Amortization of intangible assets from acquisitions | 4,481,000 | 5,331,000 | |
Estimated amortization expense in 2022 | 2,100,000 | ||
Estimated amortization expense in 2023 | 2,000,000 | ||
Estimated amortization expense in 2024 | 602,000 | ||
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 3,430,000 | 3,430,000 | $ 5,000,000 |
Weighted average useful life | 5 years | ||
Technologies | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 1,062,000 | 1,062,000 | 5,000,000 |
Technologies | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 3 years | ||
Technologies | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 5 years | ||
Non-compete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 346,000 | 346,000 | 5,000,000 |
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 | 3 years | ||
Tradenames | |||
Finite Lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment totaling | $ 121,000 | $ 121,000 | $ 5,000,000 |
Weighted average useful life | 2 years |
Identifiable Intangible Asset_4
Identifiable Intangible Assets from Acquisitions - Summary of Identifiable Intangible Assets from Acquisitions (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 26,530 | $ 26,530 | |
Accumulated Amortization | (16,857) | (12,375) | |
Impairment | (4,959) | (4,959) | |
Net Carrying Amount | 4,714 | 9,196 | |
Customer Relationships | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 13,018 | 13,018 | |
Accumulated Amortization | (6,679) | (4,693) | |
Impairment | (3,430) | (3,430) | $ (5,000) |
Net Carrying Amount | 2,909 | 4,895 | |
Technologies | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,369 | 9,369 | |
Accumulated Amortization | (6,905) | (4,731) | |
Impairment | (1,062) | (1,062) | (5,000) |
Net Carrying Amount | 1,402 | 3,576 | |
Non-compete Agreements | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,409 | 3,409 | |
Accumulated Amortization | (2,660) | (2,413) | |
Impairment | (346) | (346) | (5,000) |
Net Carrying Amount | 403 | 650 | |
Tradenames | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 734 | 734 | |
Accumulated Amortization | (613) | (538) | |
Impairment | (121) | (121) | $ (5,000) |
Net Carrying Amount | $ 0 | $ 75 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 17,558,000 | $ 17,558,000 | |
Adjustment to goodwill | $ 0 | 0 | |
Goodwill impairment loss | $ 14,700,000 | $ 14,688,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Received cash consideration at closing | $ 2,300,000 | ||
Percentage of issuance of equity interest | 10.00% | ||
Options forfeited | 265,000 | ||
Disposal of assets, description | The Company received cash consideration at closing of approximately $2.3 million. No gain or loss on the sale of discontinued operations was recognized in the Consolidated Statement of Operations as it was sold to a related party. The net consideration received from the sale is recognized in the Company’s Consolidated Statements of Stockholder’s Equity. The sale also includes (i) contingent consideration based on the achievement of certain revenue and thresholds from the Call Marketplace, Local Leads Platform and the purchaser’s total business; (ii) certain contingent sale transaction consideration; (iii) shares of Class B common stock in the purchaser equal to the issuance of a 10% equity interest; and (iv) the cancellation of Company stock options for 1.5 million shares currently held by two officers of the Company who are involved in the transaction | ||
Support services fees | $ 6,600,000 | $ 1,000,000 | |
Accounts payable | 1,363,000 | 2,424,000 | |
Proceeds from sale of equity investment | $ 400,000 | 400,000 | |
Accounts Payable | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Accounts payable | $ 630,000 | ||
Other Assets,Net | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Investment balance | $ 341,000 | ||
Two Officers | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Options forfeited | 1,500,000 | ||
Class B | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Percentage of issuance of equity interest | 10.00% |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Divested Assets Discontinued Operations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Revenue | $ 40,551 |
Service costs | 30,972 |
General and administrative | 718 |
Total operating expenses | 35,400 |
Impairment of goodwill | 469 |
Income from operations | 4,682 |
Interest expense and other, net | 1 |
Loss from discontinued operations before provision for income taxes | 4,681 |
Income tax (benefit) | (1,109) |
Total income from discontinued operations | 3,572 |
Sales and Marketing | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Sales and marketing | 1,801 |
Product Development | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Sales and marketing | $ 1,909 |
CARES Act Loans and Foreign W_2
CARES Act Loans and Foreign Wage Subsidy - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gain on extinguishment | $ 5,185,000 | |||
Reductions to Payroll Expenses Under Foreign Wage Subsidy | $ 444,000 | $ 415,000 | ||
CARES Act | ||||
Proceeds from promissory notes | $ 5,300,000 | $ 5,100,000 | ||
Maturity period of loan | 2 years | |||
Interest rate on loan | 1.00% | |||
Debt Instrument, Description | The terms of the Loans are two years with maturity dates in the second quarter of 2022 and they contain a fixed annual interest rate of 1%. In the third quarter of 2021, we were legally release from our obligation as our application was approved by the SBA. We recognized a gain on extinguishment of $5.2 million in the Condensed Consolidated Statement of Operations | |||
Gain on extinguishment | $ 5,200,000 |
Interest and Other- Summary of
Interest and Other- Summary of Interest Income and Other (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income And Expenses [Abstract] | ||
Interest Income & Foreign Currency | $ 3 | $ 137 |
Interest Expense | (37) | (30) |
Other | 2,487 | 16 |
Total | $ 2,453 | $ 123 |
Interest and Other - Additional
Interest and Other - Additional Information (Detail) $ in Millions | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Other Income And Expenses [Abstract] | |
Contractual settlement of upside payment received | $ 2.5 |