Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MCHX | |
Entity Registrant Name | Marchex, Inc. | |
Entity Central Index Key | 0001224133 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class B Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity File Number | 000-50658 | |
Entity Tax Identification Number | 35-2194038 | |
Entity Address, Address Line One | 520 Pike Street | |
Entity Address, Address Line Two | Suite 2000 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 331-3300 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,660,927 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 36,755,530 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 27,813 | $ 33,851 |
Accounts receivable, net | 8,738 | 6,331 |
Prepaid expenses and other current assets | 2,662 | 2,160 |
Total current assets | 39,213 | 42,342 |
Property and equipment, net | 2,488 | 2,747 |
Right-of-use lease asset | 2,986 | 3,744 |
Other assets, net | 1,306 | 1,345 |
Goodwill | 17,558 | 17,558 |
Intangible assets from acquisitions, net | 6,636 | 9,196 |
Total assets | 70,187 | 76,932 |
Current liabilities: | ||
Accounts payable | 2,307 | 2,424 |
Accrued benefits and payroll | 4,741 | 5,975 |
Other accrued expenses and current liabilities | 3,715 | 4,210 |
Deferred revenue and deposits | 1,454 | 1,393 |
Lease liability current | 1,785 | 1,827 |
Loan obligations, current | 5,149 | 5,123 |
Total current liabilities | 19,151 | 20,952 |
Deferred tax liabilities | 179 | 156 |
Lease liability non-current | 2,336 | 3,136 |
Total liabilities | 21,666 | 24,244 |
Commitments and contingencies - See Note 10 | ||
Stockholders’ equity: | ||
Additional paid-in capital | 352,456 | 350,960 |
Accumulated deficit | (304,351) | (298,686) |
Total stockholders’ equity | 48,521 | 52,688 |
Total liabilities and stockholders’ equity | 70,187 | 76,932 |
Class A | ||
Stockholders’ equity: | ||
Common stock | 49 | 49 |
Class B | ||
Stockholders’ equity: | ||
Common stock | $ 367 | $ 365 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 | 36,741,000 | 36,462,000 |
Common stock, shares outstanding | 36,741,000 | 36,462,000 |
Restricted stock, shares outstanding | 1,110,000 | 1,007,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | $ 14,006 | $ 12,716 | $ 26,986 | $ 24,724 |
Expenses: | ||||
Service costs | $ 5,460 | $ 4,967 | $ 10,882 | $ 9,796 |
Type of Cost, Good or Service [Extensible List] | Service Costs | Service Costs | Service Costs | Service Costs |
Sales and marketing | $ 2,702 | $ 4,828 | $ 6,339 | $ 8,998 |
Product development | 4,789 | 5,307 | 10,111 | 10,664 |
General and administrative | 2,465 | 2,845 | 5,085 | 6,298 |
Amortization of intangible assets from acquisitions | 1,378 | 1,206 | 2,559 | 2,969 |
Acquisition and disposition-related costs (benefit) | 76 | (361) | 121 | (996) |
Total operating expenses | 16,870 | 18,792 | 35,097 | 37,729 |
Impairment of goodwill | (14,688) | |||
Impairment of intangible assets from acquisitions | (4,959) | |||
Loss from operations | (2,864) | (6,076) | (8,111) | (32,652) |
Interest income and other, net | 2,486 | 32 | 2,474 | 142 |
Loss before provision for income taxes | (378) | (6,044) | (5,637) | (32,510) |
Income tax expense (benefit) | (45) | (381) | 31 | (1,324) |
Loss from continuing operations | (333) | (5,663) | (5,668) | (31,186) |
Income from discontinued operations, net of tax | 1,155 | 1,803 | ||
Net loss applicable to common stockholders | $ (333) | $ (4,508) | $ (5,668) | $ (29,383) |
Basic and diluted net loss per Class A and Class B share applicable to common stockholders: | ||||
Continuing operations | $ (0.01) | $ (0.12) | $ (0.13) | $ (0.66) |
Discontinued operations, net of tax | 0.03 | 0.04 | ||
Basic and diluted net loss per Class A and Class B share applicable to common stockholders | $ (0.01) | $ (0.09) | $ (0.13) | $ (0.62) |
Class A | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (35) | $ (447) | $ (603) | $ (2,911) |
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 | 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 | 4,661 | 4,661 |
Class B | ||||
Expenses: | ||||
Net loss applicable to common stockholders | $ (298) | $ (4,061) | $ (5,065) | $ (26,472) |
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 | 39,171 | 42,385 | 39,167 | 42,382 |
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 | 43,832 | 47,046 | 43,828 | 47,043 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Amortization of intangible assets from acquisitions | $ 1,378 | $ 1,206 | $ 2,559 | $ 2,969 |
Related party support services fee income net of related expenses | 1,693 | 2,925 | ||
Sales and Marketing | ||||
Amortization of intangible assets from acquisitions | 642 | 437 | 1,172 | 1,179 |
Related party support services fee income net of related expenses | 107 | 167 | ||
General and Administrative | ||||
Amortization of intangible assets from acquisitions | 84 | 141 | 112 | 406 |
Related party support services fee income net of related expenses | 348 | 481 | ||
Product development | ||||
Related party support services fee income net of related expenses | 675 | 951 | ||
Service Costs | ||||
Amortization of intangible assets from acquisitions | 652 | $ 628 | 1,275 | $ 1,384 |
Related party support services fee income net of related expenses | $ 563 | $ 1,326 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A | Class ACommon Stock | Class B | Class BCommon Stock | Additional Paid-in Capital | Retained Earnings |
Beginning Balance at Dec. 31, 2019 | $ 99,838 | $ 49 | $ 396 | $ 359,633 | $ (260,240) | ||
Beginning Balance (in shares) at Dec. 31, 2019 | 4,661,000 | 39,610,000 | |||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 8 | $ 2 | 6 | ||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 158,000 | ||||||
Stock compensation from options and restricted stock, net of forfeitures | 1,057 | 1,057 | |||||
Net loss | (24,875) | (24,875) | |||||
Ending Balance at Mar. 31, 2020 | 76,028 | $ 49 | $ 398 | 360,696 | (285,115) | ||
Ending Balance (in shares) at Mar. 31, 2020 | 4,661,000 | 39,768,000 | |||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 20 | $ 1 | 19 | ||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 124,000 | ||||||
Stock compensation from options and restricted stock, net of forfeitures | 907 | 907 | |||||
Net loss | (4,508) | (4,508) | |||||
Ending Balance at Jun. 30, 2020 | 72,447 | $ 49 | $ 399 | 361,622 | (289,623) | ||
Ending Balance (in shares) at Jun. 30, 2020 | 4,661,000 | 39,892,000 | |||||
Beginning Balance at Dec. 31, 2020 | 52,688 | $ 49 | $ 365 | 350,960 | (298,686) | ||
Beginning Balance (in shares) at Dec. 31, 2020 | 4,661,000 | 4,661,000 | 36,462,000 | 36,462,000 | |||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 32 | $ 2 | 30 | ||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 223,000 | ||||||
Stock compensation from options and restricted stock, net of forfeitures | 744 | 744 | |||||
Net loss | (5,332) | (5,332) | |||||
Ending Balance at Mar. 31, 2021 | 48,132 | $ 49 | $ 367 | 351,734 | (304,018) | ||
Ending Balance (in shares) at Mar. 31, 2021 | 4,661,000 | 36,685,000 | |||||
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net | 67 | 67 | |||||
Issuance of common stock from exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares) | 56,000 | ||||||
Stock compensation from options and restricted stock, net of forfeitures | 655 | 655 | |||||
Net loss | (333) | (333) | |||||
Ending Balance at Jun. 30, 2021 | $ 48,521 | $ 49 | $ 367 | $ 352,456 | $ (304,351) | ||
Ending Balance (in shares) at Jun. 30, 2021 | 4,661,000 | 4,661,000 | 36,741,000 | 36,741,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Cash flows from operating activities: | ||
Net loss applicable to common shareholders | $ (5,668) | $ (29,383) |
Less: | ||
Income from discontinued operations, net of tax | 1,803 | |
Loss from continuing operations | (5,668) | (31,186) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization and depreciation | 3,362 | 3,952 |
Impairment of goodwill | 14,688 | |
Impairment of intangible assets from acquisitions | 4,959 | |
Allowance for doubtful accounts and advertiser credits | 42 | 1,540 |
Acquisition-related benefit | (1,319) | |
Stock-based compensation | 1,399 | 1,964 |
Deferred income taxes | 23 | (820) |
Change in certain assets and liabilities: | ||
Accounts receivable, net | (2,449) | (1,041) |
Prepaid expenses, other current assets and other assets | (579) | (1,278) |
Accounts payable | (105) | 1,367 |
Accrued expenses and other current liabilities | (1,785) | 2,925 |
Deferred revenue and deposits | 61 | 833 |
Net cash provided by (used in) continuing operating activities | (5,699) | (3,416) |
Net cash provided by discontinued operating activities | 3,295 | |
Net cash (used in) operating activities | (5,699) | (121) |
Investing Activities: | ||
Purchases of property and equipment | (438) | (1,011) |
Purchases of intangible assets and other assets | 84 | |
Net cash used in continuing investing activities | (438) | (927) |
Net cash used in discontinued investing activities | (14) | |
Net cash used in investing activities | (438) | (941) |
Financing Activities: | ||
Proceeds from Cares Act Loans | 5,119 | |
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net | 99 | 30 |
Net cash provided by continuing financing activities | 99 | 5,149 |
Net cash provided by discontinuing financing activities | 164 | |
Net cash provided by financing activities | 99 | 5,313 |
Net decrease in cash and cash equivalents | (6,038) | 4,251 |
Cash and cash equivalents at beginning of period | 33,851 | 41,731 |
Less: Cash and cash equivalents of discontinued operations at the end of period | 91 | |
Cash and cash equivalents of continuing operations at end of period | 27,813 | 46,073 |
Supplemental disclosures of cash inflows within operating activities: | ||
Foreign government paycheck assistance and rent subsidies | 299 | |
Settlement of a contract matter | 2,500 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for operating leases | $ 868 | $ 873 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | ( 1) Description of Business and Basis of Presentation Description of Business 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 The assets met the definition of a business and represented a discontinued operation since the disposal enabled the Company to focus more wholly on its core conversational analytics and sales engagement solution activities, and it had 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 business. Note 14. Discontinued Operations and Related Party Investment The Impact of COVID-19 on our Business In late 2019, an outbreak of COVID-19 emerged and by March 2020, was declared a global pandemic by the World Health Organization. Across the United States and the world, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant, exhibited by, among other things, a rise in unemployment and market volatility. For most of the quarter ended March 31, 2020, the Company’s results reflect historical trends and seasonality. However, beginning in March 2020, the Company experienced a decline in revenues due to the impact of COVID-19 and the related reductions in global economic activity and reduced spending by its customers in response to the macroeconomic impact. During the quarter ended March 31, 2020, the Company also assessed the realized and potential credit deterioration of its customers due to changes in the macroeconomic environment, which has been reflected in an increase in its allowance for credit losses for accounts receivable as of March 31, 2020 and December 31, 2020. Additionally, the Company determined that indicators of impairment had occurred during the first quarter of 2020, which resulted in the Company performing an interim impairment analysis during the first quarter of 2020. As a result of this interim impairment test, the Company recognized an impairment of its intangible long-lived assets and goodwill during the first quarter of 2020. See the Note 11. Identifiable Intangible Assets from Acquisitions Note 12. Goodwill During the second quarter of 2021, we observed an improving U.S. economy which drove elevated conversational channels. We are cautious whether the improvement is sustainable or temporary as the pandemic evolves and is unpredictable. We continue to add customers across multiple product lines and verticals and focused on our strategic priorities and growth initiatives to support our long-term growth efforts. For additional information for the effects of the COVID-19 pandemic and resulting global disruptions on the Company’s business and operations, refer to Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1.A of Part II, “Risk Factors”. Basis of Presentation The accompanying unaudited Condensed Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The preparation of our unaudited Condensed 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. 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. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other period. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. The balance sheet at December 31, 2020 has been derived from the audited Consolidated Financial Statements at that date. This report should be read in conjunction with the Consolidated Financial Statements in our 2020 Form 10-K where we include additional information about our policies and the methods and assumptions used in our 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 Condensed Consolidated Financial Statements in the prior periods to conform to the current period presentation. Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Condensed Consolidated Statements of Operations. Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13), an ASU amending the impairment model for most financial assets and certain other instruments. Early adoption is permitted after December 15, 2018. The ASU must be adopted using a modified-retrospective approach. In November 2018, the FASB issued Accounting Standards Update No. 2018-19, Codification Improvements (Topic 326), Financial Instruments - Credit Losses (ASU 2018-19), an ASU intended to improve the Codification or correct its unintended application. The ASU is effective upon the adoption of the amendments in Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, with early adoption permitted after December 15, 2018. The Company does not expect adoption of ASU 2018-19 and ASU 2016-13 to have a material impact on its Condensed Consolidated Financial Statements. In addition, in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments — Credit Losses (Topic 326), Targeted Transition Relief, (ASU 2019-05)), an ASU which provides ASU 2016-13 transition relief by providing entities with an alternative to irrevocably elect the fair value option for eligible financial assets measured at amortized cost upon adoption of the credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. The ASU is effective upon the adoption of the amendments in ASU 2016-13. In addition, in November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) - Effective Dates (ASU-2019-10), an ASU modifying the effective dates of various previous pronouncements. As the Company qualifies as a Smaller Reporting Company with the SEC, this ASU revised the effective date of ASU 2016-13 and ASU 2017-04 to fiscal years beginning after December 15, 2022. The Company does not expect adoption of ASU 2019-10 to have a material impact on our Consolidated Financial Statements. The Company does not expect adoption of ASU 2019-10, ASU 2019-05, ASU 2018-19 and ASU 2016-13 to have a material impact on its Consolidated Financial Statements. In February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments — Credit Losses (Topic 326) and Leases (Topic 842). This ASU adds an SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, which adds Topic 6M on Accounting for Loan Losses by Registrants Engaged in Lending Activities Subject to FASB ASC Topic 326. It also adds a note in paragraph 842-10-S65-1 regarding the updated effective date for Leases pursuant to the issuance of ASU 2019-10. Additionally, in March 2020 Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments (ASU 2020-03), an ASU which represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The amendments and are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The Company does not expect adoption of ASU 2020-02 and of ASU 2020-03 to have a material impact on our Consolidated Financial Statements. In November 2019, the FASB issued Accounting Standards Update No. 2019-11, Codification Improvement to Topic 326, Financial Instruments — Credit Losses, an ASU which makes several amendments to the new credit losses standard, including an amendment requiring entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for purchased credit deteriorated assets. The amendments also provide transition relief related to troubled debt restructurings, allow entities to exclude accrued interest amounts from certain required disclosures and clarify the requirements for applying the collateral maintenance practical expedient. For entities that have not yet adopted the new credit losses standard, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted the new credit losses standard, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period, as long as the entity has adopted the new credit losses standard. The ASU must be adopted using a modified-retrospective approach. The Company does not expect adoption of ASU 2019-11 to have a material impact on its Consolidated Financial Statements. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, an ASU which eliminates certain exceptions to the guidance in Accounting Standards Codification (ASC or Codification) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance also clarifies that single-member limited liability companies and similar disregarded entities that are not subject to income tax are not required to recognize an allocation of consolidated income tax expense in their separate financial statements, but they could elect to do so. The ASU is effective for reporting periods beginning after December 15, 2020, with early adoption permitted. The transition method related to the ASU amendments depend upon the nature of the guidance and vary depending upon the specific amendment being implemented. The Company does not expect adoption of ASU 2019-12 to have a material impact on its Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | (2) 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 each call/text or call/text related data element they receive from calls or texts or for each phone number tracked based on a pre-negotiated rate. Revenue is recognized as services are provided over time, which is generally measured by the delivery of each call/text or call/text related data element or each phone number tracked. The 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. Collection on the related receivables may vary from reported information based upon third-party refinement of the estimated and reported amounts owed that occurs subsequent to period ends. Other accrued expenses and current liabilities Condensed Condensed 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 and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of December 31, 2020 and June 30, 2021, the Company had $167,000 and $127,000 of net deferred contract costs, respectively, and the accumulated amortization associated with these costs was $989,000 and $1.1 million for the periods ended December 31, 2020 and June 30, 2021, respectively. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | (3) 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 six months ended June 30 single Note 14. Discontinued Operations and Related Party Investment 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 June 30 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 (in percentages): Six Months Ended June 30, Three Months Ended June 30, 2020 2021 2020 2021 United States 97 % 98 % 98 % 98 % Canada 2 % 2 % 2 % 2 % Other countries 1 % * 0 % * 100 % 100 % 100 % 100 % * Less than 1% of revenue. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
Concentrations | (4) 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. There were no customers that represented more than 10% of consolidated revenue for the three and six months ended June 30 The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows (in percentages): At December 2020 At June 30, 2021 Customer A 18 % 15 % |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (5) The Company had the following financial instruments as of December 31, 2020 and June 30 The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2020 and June 30 At December 31, At June 30, 2020 2021 Level 1 Assets: Cash $ 13,492 $ 11,453 Money market funds 20,359 16,360 Total cash and cash equivalents $ 33,851 $ 27,813 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders' Equity | (6) Stockholder’s Equity Common Stock In November 2014, the Company’s board of directors authorized a share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. During the six months ended June 30, 2020 and 2021, the Company did not repurchase any Class B common stock. Stock-based Compensation Plans The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands): Six Months Ended June 30, Three Months Ended June 30, 2020 2021 2020 2021 Service costs $ 22 $ 11 $ 6 $ 3 Sales and marketing 511 450 250 221 Product development 171 185 90 88 General and administrative 1,103 753 499 343 Total stock-based compensation $ 1,807 $ 1,399 $ 845 $ 655 The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the three and six months ended June 30, 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, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Six Months Ended June 30, Three Months Ended June 30, 2020 2021 2020 2021 Expected life (in years) 4.0 - 6.25 4.0 - 6.25 4.0 4.0 Risk-free interest rate 0.17%-1.22% 0.64%-1.16% 0.17 % 0.68 % Expected volatility 46%-53% 50%-57% 53 % 57 % Stock option activity during the six months ended June 30, 2021 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2020 3,460 $ 3.82 6.50 Options granted 297 2.12 Options forfeited (57 ) 3.46 Options expired (100 ) 5.84 Options exercised (19 ) 2.63 Balance at June 30, 2021 3,581 $ 3.63 6.28 Restricted stock awards and restricted stock unit activity during the six months ended June 30, 2021 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2020 1,632 $ 3.18 Granted 172 2.01 Vested (141 ) 3.31 Forfeited (186 ) 2.78 Unvested balance at June 30, 2021 1,477 $ 3.08 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | (7) Net Income (Loss) Per Share The Company computes net income (loss) per share of Class A and Class B common stock using the two-class method. Under the provisions of the two-class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares. In accordance with the two-class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on the Company’s common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2020 2021 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (3,090 ) $ (28,096 ) $ (603 ) $ (5,065 ) Discontinued operations, net of tax 179 1,624 — — Net loss applicable to common stockholders $ (2,911 ) $ (26,472 ) $ (603 ) $ (5,065 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,382 4,661 39,167 Basic net loss per share: Continuing operations, net of tax $ (0.66 ) $ (0.66 ) $ (0.13 ) $ (0.13 ) Discontinued operations, net of tax 0.04 0.04 — — Basic net loss per share applicable to common stockholders $ (0.62 ) $ (0.62 ) $ (0.13 ) $ (0.13 ) Three Months Ended June 30, 2020 2021 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (561 ) $ (5,102 ) $ (35 ) $ (298 ) Discontinued operations, net of tax 114 1,041 — — Net loss applicable to common stockholders $ (447 ) $ (4,061 ) $ (35 ) $ (298 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,385 4,661 39,171 Basic net loss per share: Continuing operations, net of tax $ (0.12 ) $ (0.12 ) $ (0.01 ) $ (0.01 ) Discontinued operations, net of tax 0.03 0.03 — — Basic net loss per share applicable to common stockholders $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2020 2021 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss from continuing operations, net of tax $ (3,090 ) $ (28,096 ) $ (603 ) $ (5,065 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (3,090 ) — (603 ) Diluted net loss from continuing operations, net of tax $ (3,090 ) $ (31,186 ) $ (603 ) $ (5,668 ) Net income from discontinued operations, net of tax $ 179 $ 1,624 $ - $ - Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares — 179 — — Diluted net income from discontinued operations, net of tax $ 179 $ 1,803 $ - $ - Net loss applicable to common stockholders $ (2,911 ) $ (29,383 ) $ (603 ) $ (5,668 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,382 4,661 39,167 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 47,043 4,661 43,828 Diluted loss per share: Continuing operations, net of tax $ (0.66 ) $ (0.66 ) $ (0.13 ) $ (0.13 ) Discontinued operations, net of tax 0.04 0.04 — — Diluted net loss per share applicable to common stockholders $ (0.62 ) $ (0.62 ) $ (0.13 ) $ (0.13 ) Three Months Ended June 30, 2020 2021 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss from continuing operations, net of tax $ (561 ) $ (5,102 ) $ (35 ) $ (298 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (561 ) — (35 ) Diluted net loss from continuing operations, net of tax $ (561 ) $ (5,663 ) $ (35 ) $ (333 ) Net income from discontinued operations, net of tax $ 114 $ 1,041 $ - $ - Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares — 114 — — Diluted net income from discontinued operations, net of tax $ 114 $ 1,155 $ - $ - Net loss applicable to common stockholders $ (447 ) $ (4,508 ) $ (35 ) $ (333 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,385 4,661 39,171 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 47,046 4,661 43,832 Diluted loss per share: Continuing operations, net of tax $ (0.12 ) $ (0.12 ) $ (0.01 ) $ (0.01 ) Discontinued operations, net of tax 0.03 0.03 — — Diluted net loss per share applicable to common stockholders $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands): • As of June 30, 2020 and 2021, outstanding options to acquire 4,676 and 3,581 shares, respectively of Class B common stock. • As of June 30, 2020 and 2021, 1,077 and 1,110 shares of unvested Class B restricted common shares, respectively. • As of June 30, 2020 and 2021, 656 and 368 restricted stock units, respectively. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Supplemental Financial Statement Information | (8) Supplemental Financial Statement Information Property and Equipment Property and equipment consisted of the following (in thousands): At December 31, 2020 At June 30, 2021 Computer and other related equipment $ 13,278 $ 13,273 Purchased and internally developed software 2,058 2,444 Furniture and fixtures 1,271 1,271 Leasehold improvements 1,737 1,732 $ 18,344 $ 18,720 Less: Accumulated depreciation and amortization (15,597 ) (16,232 ) Property and equipment, net $ 2,747 $ 2,488 Depreciation and amortization expense related to property and equipment was approximately $399,000 and $328,000 for the three months ended June 30, 2020 and 2021, respectively. Depreciation and amortization expense related to property and equipment was approximately $826,000 and $687,000 for the six months ended June 30, 2020 and 2021, respectively. Interest income and other Interest income and other consists of the following (in thousands): For the Six Months Ended For the Three Months Ended 2020 2021 2020 2021 Interest Income $ 102 $ 2 $ 5 $ - Interest Expense & Foreign Currency 33 (32 ) 23 (19 ) Other 7 2,504 4 2,505 Total $ 142 $ 2,474 $ 32 $ 2,486 During the second quarter of 2021, we received $2.5 million related to a contractual settlement of an upside payment with previously divested properties |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | (9) 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. 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, expiring on November 30, 2021. The Company has the option to terminate the lease upon nine months’ notice without any termination fees if such notice is provided. The Company 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 Condensed Consolidated Statements of Operations and other information is summarized as follows (in thousands): Six Months Ended Three Months Ended June 30, 2021 Operating lease cost $ 868 $ 484 Other information: Weighted-average remaining lease term - operating leases 2.3 years Weighted-average discount rate - operating leases (1) 4.8 % (1) The discount rate used to compute the present value of total lease liabilities as of June 30, 2021 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the commencement date of lease. As of June 30, 2021, the Company’s operating lease liabilities were as follows (in thousands): Total Gross future operating lease payments $ 4,373 Less: imputed interest (252 ) Present value of total operating lease liabilities 4,121 Less: current portion of operating lease liabilities (1,785 ) Total long-term operating lease liabilities $ 2,336 |
Commitments, Contingencies, and
Commitments, Contingencies, and Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Commitments, Contingencies, and Taxes | (10) Commitments, Contingencies, and Taxes Commitments The Company has commitments for future payments primarily 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 and other operating leases (1) Other contractual obligations Total 2021 958 794 1,752 2022 1,871 742 2,613 2023 1,161 237 1,398 2024 209 — 209 2025 and after 174 — 174 Total minimum payments $ 4,373 $ 1,773 $ 6,146 (1) For additional information regarding the Company's operating leases, see Note 9, Contingencies The Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. In some agreements to which the Company is a party, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to its contract parties to seek to minimize the impact of any associated litigation in which they may be involved. The Company has also entered into purchase arrangements that included earnout arrangements based on targeted financial goals that are subject to review and escrow provisions wherein a portion of consideration was placed into escrow in order to secure indemnification obligations. The escrow amounts are included as part of the purchase price consideration and if there is any excess escrow amount above identified indemnification obligations, the excess may be released. In the event any indemnification obligations are identified, the economic consideration may be reduced accordingly. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions, additional earnout consideration, and no liabilities therefore have been recorded in the accompanying Condensed Consolidated Financial Statements. However, the maximum potential amount of the future payments we could be required to make under these 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. Taxes The Company determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100% From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact the Company’s effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The Company files U.S. federal, certain U.S. states, and certain foreign tax returns. Generally, U.S. federal, U.S. state, and foreign tax returns filed for years after 2012 are within the statute of limitations and are under examination or may be subject to examination. |
Identifiable Intangible Assets
Identifiable Intangible Assets from Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets from Acquisitions | (11) Ide 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 to determine if the cash flows expected to be generated by the asset groups over the estimated remaining useful life of the primary assets were sufficient to recover the carrying value of the asset groups, which were determined to be at the acquisition level. Based on this analysis, which included evaluating various cash flow scenarios, the undiscounted cash flows were not sufficient to recover the carrying value of the groups. As a result, the Company was required to determine the fair value of each asset group. To estimate the fair value, the Company utilized both the cost recovery and income approach, which is based on a discounted cash flow (DCF) analysis and calculates the fair value by estimating the after-tax cash flows attributable to the asset group and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates and terminal values, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows are based on the Company's most recent strategic plan and for periods beyond the strategic plan and the Company's estimates were based on assumed growth rates expected as of the measurement date. The Company believes its assumptions were consistent with the plans and estimates that a market participant would use to manage the business. Based on the results of this testing, the Company recorded pre-tax non-cash impairment totaling $5.0 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 Condensed Consolidated Statement of Operations for the three-month period ended March 31, 2020. Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2020 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 June 30, 2021 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (5,798 ) $ (3,430 ) $ 3,790 Technologies 9,369 (5,942 ) (1,062 ) 2,365 Non-compete agreements 3,409 (2,592 ) (346 ) $ 471 Tradenames 734 (603 ) (121 ) 10 Total identifiable intangible assets from acquisitions $ 26,530 $ (14,935 ) $ (4,959 ) $ 6,636 Amortizable intangible assets are amortized on a straight-line basis over their useful lives. Customer relationships, acquired technologies, tradenames, and non-compete agreements have a weighted average useful life from date of purchase of 5 years, 3 years, 2 years, 1-2 years, respectively. Aggregate amortization expense incurred by the Company for the six months ended June 30, 2020 and 2021 was approximately $3.0 million and $2.6 million, respectively. Aggregate amortization expense incurred by the Company for the three months ended June 30, 2020 and 2021 was approximately $1.2 million and $1.4 million, respectively. Based upon the current amount of acquired identifiable intangible assets subject to amortization, the estimated remaining amortization expense for the next five years is as follows: $2.0 million in 2021, $2.1 million in 2022, $2.0 million in 2023, and $602,000 in 2024. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (12) Goodwill The balance of goodwill as of December 31, 2020 and June 30, 2021 is $17.6 million. There were no changes in the carrying amount of goodwill for the six months ended June 30, 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. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment and determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. For the three months ended March 31, 2020, the Company’s stock price was impacted by volatility in the U.S. financial markets as a result of the rapid spread of the coronavirus globally which has resulted in increased travel restrictions and disruption and shutdown of businesses, and traded below the then book value for an extended period of time. Accordingly, the Company tested its goodwill for impairment and concluded that the carrying value exceeded the estimated fair value of the Company’s single reporting unit and recognized an impairment loss during the first quarter of 2020 of $14.7 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. The impairment charges from the first quarter of 2020 are reflected in the Company’s Condensed Consolidated Statement of Operations for the three months ended March 31, 2020 within Impairment of goodwill. The estimated fair value of the Company’s single reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors, including the Company’s stock price. The goodwill impairment loss resulted primarily from a sustained decline in the Company’s common stock share price and market capitalization as well as lower projected revenue growth rates and profitability levels compared to historical results. The lower projected operating results reflect changes in assumptions related to organic revenue growth rates, market trends, business mix, cost structure, and other expectations about the anticipated short-term and long-term operating results. The testing of goodwill for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. Events and circumstances considered in determining whether the carrying value of goodwill may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant changes in competition and market dynamics; significant and sustained declines in the Company’s stock price and market capitalization; a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate. These estimates and circumstances are inherently uncertain and can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, a loss of a significant customer, changes in competition, volatility in financial markets, or changes in the share price of the Company’s Class B common stock and market capitalization. The Company will continue to monitor its financial performance, stock price and other factors in order to determine if there are any indicators of impairment prior to its annual impairment evaluation in November 2021. |
CARES Act Loans and Foreign Wag
CARES Act Loans and Foreign Wage Subsidy | 6 Months Ended |
Jun. 30, 2021 | |
Debt Instruments [Abstract] | |
CARES Act Loans and Foreign Wage Subsidy | (13) 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 and June 30, 2021, 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 current 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%. Payments of principal and interest on the Loans will be deferred for a period in excess of six months. Principal and interest are payable monthly commencing one month after the payment deferral period and may be prepaid by the Company at any time prior to maturity with no prepayment penalties. There are scenarios where, under the terms of the CARES Act, recipients can apply for and receive forgiveness for all, or a portion of the Loans issued. Such forgiveness will be determined, subject to limitations and conditions, based on the use of Loan proceeds for certain permissible purposes as set forth in the CARES Act, including, but not limited to, payroll, mortgage and rent costs. In June 2021, the Company applied for forgiveness for the Loans issued. Due to the uncertainties concerning the anticipated timing of repayment or forgiveness that are not within our control as well as the evolving parameters and interpretations of requirements, these loans are presented as a current liability on our Condensed Consolidated Balance Sheets. In addition, under foreign wage and rent subsidy programs in response to the COVID-19 pandemic, a subsidiary received approximately $148,000 and $299,000 in funding during the three and six months ended June 30, 2021, respectively, that were treated as reductions of payroll and related expenses. |
Discontinued Operations and Rel
Discontinued Operations and Related Party Investment | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Related Party Investment | (14) Discontinued Operations and Related Party Investment 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 represented 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 has 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 Condensed Consolidated Financial Statements as discontinued operations, net of tax, for 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 Condensed 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. 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 $1.7 million and $2.9 million for the three and six months ended June 30, 2021 and are included in the Company’s Condensed Consolidated Statements of Operations, net of the related expenses, within Service costs, Sales and marketing, Product development, and General and administrative. As of June 30, 2021, the net amount of $404,000 is due from the purchaser and is included in the Company’s Condensed Consolidated Balance Sheet within Prepaid and other current assets The Company has determined that although we hold 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 is included in Other assets, net on the Company’s Condensed Consolidated Balance Sheet as of December 31, 2020 and June 30, 2021. The Condensed Consolidated Financial Statements for the three and six months ended June 30, 2020, respectively, reflect the operations of the divested assets as a discontinued operation. Discontinued operations include the following: Six Months Ended June 30, 2020 Three Months Ended June 30, 2020 Revenue $ 25,908 $ 13,130 Expenses: Service costs 19,906 10,236 Sales and marketing 1,431 610 Product development 1,265 579 General and administrative 477 193 Total operating expenses 23,079 11,618 Impairment of goodwill (469 ) - Income from discontinued operations before provision for income taxes 2,360 1,512 Income tax expense 557 357 Total income from discontinued operations $ 1,803 $ 1,155 |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business 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 The assets met the definition of a business and represented a discontinued operation since the disposal enabled the Company to focus more wholly on its core conversational analytics and sales engagement solution activities, and it had 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 business. Note 14. Discontinued Operations and Related Party Investment |
The Impact of COVID-19 on our Business | The Impact of COVID-19 on our Business In late 2019, an outbreak of COVID-19 emerged and by March 2020, was declared a global pandemic by the World Health Organization. Across the United States and the world, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant, exhibited by, among other things, a rise in unemployment and market volatility. For most of the quarter ended March 31, 2020, the Company’s results reflect historical trends and seasonality. However, beginning in March 2020, the Company experienced a decline in revenues due to the impact of COVID-19 and the related reductions in global economic activity and reduced spending by its customers in response to the macroeconomic impact. During the quarter ended March 31, 2020, the Company also assessed the realized and potential credit deterioration of its customers due to changes in the macroeconomic environment, which has been reflected in an increase in its allowance for credit losses for accounts receivable as of March 31, 2020 and December 31, 2020. Additionally, the Company determined that indicators of impairment had occurred during the first quarter of 2020, which resulted in the Company performing an interim impairment analysis during the first quarter of 2020. As a result of this interim impairment test, the Company recognized an impairment of its intangible long-lived assets and goodwill during the first quarter of 2020. See the Note 11. Identifiable Intangible Assets from Acquisitions Note 12. Goodwill During the second quarter of 2021, we observed an improving U.S. economy which drove elevated conversational channels. We are cautious whether the improvement is sustainable or temporary as the pandemic evolves and is unpredictable. We continue to add customers across multiple product lines and verticals and focused on our strategic priorities and growth initiatives to support our long-term growth efforts. For additional information for the effects of the COVID-19 pandemic and resulting global disruptions on the Company’s business and operations, refer to Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1.A of Part II, “Risk Factors”. |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The preparation of our unaudited Condensed 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. 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. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other period. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. The balance sheet at December 31, 2020 has been derived from the audited Consolidated Financial Statements at that date. This report should be read in conjunction with the Consolidated Financial Statements in our 2020 Form 10-K where we include additional information about our policies and the methods and assumptions used in our 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 Condensed Consolidated Financial Statements in the prior periods to conform to the current period presentation. Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Condensed Consolidated Statements of Operations. |
Recent Accounting Pronouncement Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (ASU 2016-13), an ASU amending the impairment model for most financial assets and certain other instruments. Early adoption is permitted after December 15, 2018. The ASU must be adopted using a modified-retrospective approach. In November 2018, the FASB issued Accounting Standards Update No. 2018-19, Codification Improvements (Topic 326), Financial Instruments - Credit Losses (ASU 2018-19), an ASU intended to improve the Codification or correct its unintended application. The ASU is effective upon the adoption of the amendments in Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, with early adoption permitted after December 15, 2018. The Company does not expect adoption of ASU 2018-19 and ASU 2016-13 to have a material impact on its Condensed Consolidated Financial Statements. In addition, in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments — Credit Losses (Topic 326), Targeted Transition Relief, (ASU 2019-05)), an ASU which provides ASU 2016-13 transition relief by providing entities with an alternative to irrevocably elect the fair value option for eligible financial assets measured at amortized cost upon adoption of the credit losses standard. To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit losses standard and eligible for the applying the fair value option in ASC 825-10. The election must be applied on an instrument-by-instrument basis and is not available for either available-for-sale or held-to-maturity debt securities. The ASU is effective upon the adoption of the amendments in ASU 2016-13. In addition, in November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) - Effective Dates (ASU-2019-10), an ASU modifying the effective dates of various previous pronouncements. As the Company qualifies as a Smaller Reporting Company with the SEC, this ASU revised the effective date of ASU 2016-13 and ASU 2017-04 to fiscal years beginning after December 15, 2022. The Company does not expect adoption of ASU 2019-10 to have a material impact on our Consolidated Financial Statements. The Company does not expect adoption of ASU 2019-10, ASU 2019-05, ASU 2018-19 and ASU 2016-13 to have a material impact on its Consolidated Financial Statements. In February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments — Credit Losses (Topic 326) and Leases (Topic 842). This ASU adds an SEC paragraph pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, which adds Topic 6M on Accounting for Loan Losses by Registrants Engaged in Lending Activities Subject to FASB ASC Topic 326. It also adds a note in paragraph 842-10-S65-1 regarding the updated effective date for Leases pursuant to the issuance of ASU 2019-10. Additionally, in March 2020 Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments (ASU 2020-03), an ASU which represent changes to clarify or improve the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The amendments and are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The Company does not expect adoption of ASU 2020-02 and of ASU 2020-03 to have a material impact on our Consolidated Financial Statements. In November 2019, the FASB issued Accounting Standards Update No. 2019-11, Codification Improvement to Topic 326, Financial Instruments — Credit Losses, an ASU which makes several amendments to the new credit losses standard, including an amendment requiring entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for purchased credit deteriorated assets. The amendments also provide transition relief related to troubled debt restructurings, allow entities to exclude accrued interest amounts from certain required disclosures and clarify the requirements for applying the collateral maintenance practical expedient. For entities that have not yet adopted the new credit losses standard, the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted the new credit losses standard, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in any interim period, as long as the entity has adopted the new credit losses standard. The ASU must be adopted using a modified-retrospective approach. The Company does not expect adoption of ASU 2019-11 to have a material impact on its Consolidated Financial Statements. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, an ASU which eliminates certain exceptions to the guidance in Accounting Standards Codification (ASC or Codification) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance also clarifies that single-member limited liability companies and similar disregarded entities that are not subject to income tax are not required to recognize an allocation of consolidated income tax expense in their separate financial statements, but they could elect to do so. The ASU is effective for reporting periods beginning after December 15, 2020, with early adoption permitted. The transition method related to the ASU amendments depend upon the nature of the guidance and vary depending upon the specific amendment being implemented. The Company does not expect adoption of ASU 2019-12 to have a material impact on its Consolidated Financial Statements. |
Revenue Recognition | 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 each call/text or call/text related data element they receive from calls or texts or for each phone number tracked based on a pre-negotiated rate. Revenue is recognized as services are provided over time, which is generally measured by the delivery of each call/text or call/text related data element or each phone number tracked. The 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. Collection on the related receivables may vary from reported information based upon third-party refinement of the estimated and reported amounts owed that occurs subsequent to period ends. Other accrued expenses and current liabilities Condensed Condensed 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 and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of December 31, 2020 and June 30, 2021, the Company had $167,000 and $127,000 of net deferred contract costs, respectively, and the accumulated amortization associated with these costs was $989,000 and $1.1 million for the periods ended December 31, 2020 and June 30, 2021, respectively. |
Stock-Based Compensation | The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock-based award using the straight-line method. The Company accounts for forfeitures as they occur. The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the three and six months ended June 30, 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, vesting schedules and expirations. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Region | Revenues by geographic region are as follows (in percentages): Six Months Ended June 30, Three Months Ended June 30, 2020 2021 2020 2021 United States 97 % 98 % 98 % 98 % Canada 2 % 2 % 2 % 2 % Other countries 1 % * 0 % * 100 % 100 % 100 % 100 % * Less than 1% of revenue. |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Risks And Uncertainties [Abstract] | |
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 (in percentages): At December 2020 At June 30, 2021 Customer A 18 % 15 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Cash and Cash Equivalents | The following table provides information about the fair value of our cash and cash equivalents balance as of December 31, 2020 and June 30 At December 31, At June 30, 2020 2021 Level 1 Assets: Cash $ 13,492 $ 11,453 Money market funds 20,359 16,360 Total cash and cash equivalents $ 33,851 $ 27,813 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 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 as follows (in thousands): Six Months Ended June 30, Three Months Ended June 30, 2020 2021 2020 2021 Service costs $ 22 $ 11 $ 6 $ 3 Sales and marketing 511 450 250 221 Product development 171 185 90 88 General and administrative 1,103 753 499 343 Total stock-based compensation $ 1,807 $ 1,399 $ 845 $ 655 |
Assumptions to Estimate Fair Value for Stock Options at Grant Date | The following weighted average assumptions were used in determining the fair value of time-vested stock option grants for the periods presented: Six Months Ended June 30, Three Months Ended June 30, 2020 2021 2020 2021 Expected life (in years) 4.0 - 6.25 4.0 - 6.25 4.0 4.0 Risk-free interest rate 0.17%-1.22% 0.64%-1.16% 0.17 % 0.68 % Expected volatility 46%-53% 50%-57% 53 % 57 % |
Summary of Stock Option | Stock option activity during the six months ended June 30, 2021 is summarized as follows: Shares (in thousands) Weighted average exercise price Weighted average remaining contractual term (in years) Balance at December 31, 2020 3,460 $ 3.82 6.50 Options granted 297 2.12 Options forfeited (57 ) 3.46 Options expired (100 ) 5.84 Options exercised (19 ) 2.63 Balance at June 30, 2021 3,581 $ 3.63 6.28 |
Summary of Restricted Stock Awards and Restricted Stock Units | Restricted stock awards and restricted stock unit activity during the six months ended June 30, 2021 is summarized as follows: Shares/ Units (in thousands) Weighted grant date fair value Unvested balance at December 31, 2020 1,632 $ 3.18 Granted 172 2.01 Vested (141 ) 3.31 Forfeited (186 ) 2.78 Unvested balance at June 30, 2021 1,477 $ 3.08 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Net Loss Per Share Basic and Diluted | The following tables present the computation of basic net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2020 2021 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (3,090 ) $ (28,096 ) $ (603 ) $ (5,065 ) Discontinued operations, net of tax 179 1,624 — — Net loss applicable to common stockholders $ (2,911 ) $ (26,472 ) $ (603 ) $ (5,065 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,382 4,661 39,167 Basic net loss per share: Continuing operations, net of tax $ (0.66 ) $ (0.66 ) $ (0.13 ) $ (0.13 ) Discontinued operations, net of tax 0.04 0.04 — — Basic net loss per share applicable to common stockholders $ (0.62 ) $ (0.62 ) $ (0.13 ) $ (0.13 ) Three Months Ended June 30, 2020 2021 Class A Class B Class A Class B Basic net loss per share: Numerator: Net loss from continuing operations, net of tax $ (561 ) $ (5,102 ) $ (35 ) $ (298 ) Discontinued operations, net of tax 114 1,041 — — Net loss applicable to common stockholders $ (447 ) $ (4,061 ) $ (35 ) $ (298 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,385 4,661 39,171 Basic net loss per share: Continuing operations, net of tax $ (0.12 ) $ (0.12 ) $ (0.01 ) $ (0.01 ) Discontinued operations, net of tax 0.03 0.03 — — Basic net loss per share applicable to common stockholders $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) The following tables present the computation of diluted net loss per share applicable to common stockholders for the periods ended (in thousands, except per share amounts): Six Months Ended June 30, 2020 2021 Class A Class B Class A Class B Diluted net loss per share: Numerator: Net loss from continuing operations, net of tax $ (3,090 ) $ (28,096 ) $ (603 ) $ (5,065 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (3,090 ) — (603 ) Diluted net loss from continuing operations, net of tax $ (3,090 ) $ (31,186 ) $ (603 ) $ (5,668 ) Net income from discontinued operations, net of tax $ 179 $ 1,624 $ - $ - Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares — 179 — — Diluted net income from discontinued operations, net of tax $ 179 $ 1,803 $ - $ - Net loss applicable to common stockholders $ (2,911 ) $ (29,383 ) $ (603 ) $ (5,668 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,382 4,661 39,167 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 47,043 4,661 43,828 Diluted loss per share: Continuing operations, net of tax $ (0.66 ) $ (0.66 ) $ (0.13 ) $ (0.13 ) Discontinued operations, net of tax 0.04 0.04 — — Diluted net loss per share applicable to common stockholders $ (0.62 ) $ (0.62 ) $ (0.13 ) $ (0.13 ) Three Months Ended June 30, 2020 2021 Class A Class B Class A Class B Diluted net loss per share Numerator: Net loss from continuing operations, net of tax $ (561 ) $ (5,102 ) $ (35 ) $ (298 ) Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares — (561 ) — (35 ) Diluted net loss from continuing operations, net of tax $ (561 ) $ (5,663 ) $ (35 ) $ (333 ) Net income from discontinued operations, net of tax $ 114 $ 1,041 $ - $ - Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares — 114 — — Diluted net income from discontinued operations, net of tax $ 114 $ 1,155 $ - $ - Net loss applicable to common stockholders $ (447 ) $ (4,508 ) $ (35 ) $ (333 ) Denominator: Weighted average number of shares outstanding used to calculate basic net loss per share 4,661 42,385 4,661 39,171 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 47,046 4,661 43,832 Diluted loss per share: Continuing operations, net of tax $ (0.12 ) $ (0.12 ) $ (0.01 ) $ (0.01 ) Discontinued operations, net of tax 0.03 0.03 — — Diluted net loss per share applicable to common stockholders $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): At December 31, 2020 At June 30, 2021 Computer and other related equipment $ 13,278 $ 13,273 Purchased and internally developed software 2,058 2,444 Furniture and fixtures 1,271 1,271 Leasehold improvements 1,737 1,732 $ 18,344 $ 18,720 Less: Accumulated depreciation and amortization (15,597 ) (16,232 ) Property and equipment, net $ 2,747 $ 2,488 |
Summary of Interest income and other | Interest income and other consists of the following (in thousands): For the Six Months Ended For the Three Months Ended 2020 2021 2020 2021 Interest Income $ 102 $ 2 $ 5 $ - Interest Expense & Foreign Currency 33 (32 ) 23 (19 ) Other 7 2,504 4 2,505 Total $ 142 $ 2,474 $ 32 $ 2,486 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information | Lease cost recognized in the Company’s Condensed Consolidated Statements of Operations and other information is summarized as follows (in thousands): Six Months Ended Three Months Ended June 30, 2021 Operating lease cost $ 868 $ 484 Other information: Weighted-average remaining lease term - operating leases 2.3 years Weighted-average discount rate - operating leases (1) 4.8 % (1) The discount rate used to compute the present value of total lease liabilities as of June 30, 2021 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the commencement date of lease. |
Schedule of Operating Lease Liabilites | As of June 30, 2021, the Company’s operating lease liabilities were as follows (in thousands): Total Gross future operating lease payments $ 4,373 Less: imputed interest (252 ) Present value of total operating lease liabilities 4,121 Less: current portion of operating lease liabilities (1,785 ) Total long-term operating lease liabilities $ 2,336 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments Contingencies Taxes And Other [Abstract] | |
Future Minimum Payments | Future minimum payments are approximately as follows (in thousands): Facilities and other operating leases (1) Other contractual obligations Total 2021 958 794 1,752 2022 1,871 742 2,613 2023 1,161 237 1,398 2024 209 — 209 2025 and after 174 — 174 Total minimum payments $ 4,373 $ 1,773 $ 6,146 (1) For additional information regarding the Company's operating leases, see Note 9, |
Identifiable Intangible Asset_2
Identifiable Intangible Assets from Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Identifiable Intangible Assets from Acquisitions | Identifiable intangible assets from acquisitions consisted of the following (in thousands): As of December 31, 2020 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 June 30, 2021 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Customer relationships $ 13,018 $ (5,798 ) $ (3,430 ) $ 3,790 Technologies 9,369 (5,942 ) (1,062 ) 2,365 Non-compete agreements 3,409 (2,592 ) (346 ) $ 471 Tradenames 734 (603 ) (121 ) 10 Total identifiable intangible assets from acquisitions $ 26,530 $ (14,935 ) $ (4,959 ) $ 6,636 |
Discontinued Operations and R_2
Discontinued Operations and Related Party Investment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule Of Divested Assets Discontinued Operations Table [Text Block] | The Condensed Consolidated Financial Statements for the three and six months ended June 30, 2020, respectively, reflect the operations of the divested assets as a discontinued operation. Discontinued operations include the following: Six Months Ended June 30, 2020 Three Months Ended June 30, 2020 Revenue $ 25,908 $ 13,130 Expenses: Service costs 19,906 10,236 Sales and marketing 1,431 610 Product development 1,265 579 General and administrative 477 193 Total operating expenses 23,079 11,618 Impairment of goodwill (469 ) - Income from discontinued operations before provision for income taxes 2,360 1,512 Income tax expense 557 357 Total income from discontinued operations $ 1,803 $ 1,155 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||
Allowance for advertiser credits | $ 227,000 | $ 227,000 | $ 170,000 | ||
Deferred revenue | 1.4 | 1.4 | 1,400,000 | ||
Revenue recognized | 392,000 | $ 214,000 | $ 1,100,000 | $ 717,000 | |
Revenue, Practical expedient description terms | The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less. | ||||
Customer Relationships | |||||
Disaggregation Of Revenue [Line Items] | |||||
Estimated life | 24 months | ||||
Customer Contracts | |||||
Disaggregation Of Revenue [Line Items] | |||||
Deferred contract costs, net | $ 127,000 | $ 127,000 | 167,000 | ||
Amortization associated with deferred contract costs | $ 1,100,000 | $ 989,000 | |||
Maximum | Customer Contracts | |||||
Disaggregation Of Revenue [Line Items] | |||||
Threshold amortization period when company obtains a contact | 1 year |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Detail 1) | Jun. 30, 2021 |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Performance obligations for contracts, effective term | 1 year |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Additional Information (Detail) - Segment | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 1 | 1 |
Revenues by Geographic Region (
Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Consolidated Revenue | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Segment Reporting Information | |||||
Revenues by geographic region | 100.00% | 100.00% | 100.00% | 100.00% | |
United States | |||||
Segment Reporting Information | |||||
Revenues by geographic region | 98.00% | 98.00% | 98.00% | 97.00% | |
Canada | |||||
Segment Reporting Information | |||||
Revenues by geographic region | 2.00% | 2.00% | 2.00% | 2.00% | |
Other Countries | |||||
Segment Reporting Information | |||||
Revenues by geographic region | [1] | 0.00% | 0.00% | 0.00% | 1.00% |
[1] | Less than 1% of revenue. |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | Jun. 30, 2021Entity |
Risks And Uncertainties [Abstract] | |
Number of financial institutions | 2 |
Schedules of Concentration of R
Schedules of Concentration of Risk Based on Consolidated Revenue (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk | Advertiser A | Consolidated Revenue | ||
Concentration Risk [Line Items] | ||
Revenues by geographic region | 15.00% | 18.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Vale of Cash and Cash Equivalents (Detail) - Level 1 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 27,813 | $ 33,851 |
Cash | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | 11,453 | 13,492 |
Mutual Fund | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash and cash equivalents | $ 16,360 | $ 20,359 |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) shares in Millions | Nov. 30, 2014shares |
Class B | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares authorized to be repurchased | 3 |
Stock-based Compensation Expens
Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 655 | $ 845 | $ 1,399 | $ 1,807 |
Service Costs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 3 | 6 | 11 | 22 |
Sales and Marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 221 | 250 | 450 | 511 |
Product development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 88 | 90 | 185 | 171 |
General and Administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 343 | $ 499 | $ 753 | $ 1,103 |
Assumptions to Estimate Fair Va
Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 4 years | 4 years | ||
Risk-free interest rate | 0.68% | 0.17% | ||
Risk-free interest rate, minimum | 0.64% | 0.17% | ||
Risk-free interest rate, maximum | 1.16% | 1.22% | ||
Expected volatility | 57.00% | 53.00% | ||
Expected volatility, minimum | 50.00% | 46.00% | ||
Expected volatility, maximum | 57.00% | 53.00% | ||
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 (Detail
Summary of Stock Option (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of shares, Beginning Balance | 3,460 | |
Options granted, Shares | 297 | |
Options forfeited, Shares | (57) | |
Options expired, Shares | (100) | |
Options exercised, Shares | (19) | |
Number of shares, Ending Balance | 3,581 | 3,460 |
Weighted average exercise price, Beginning Balance | $ 3.82 | |
Options granted, Weighted average exercise price | 2.12 | |
Options forfeited, Weighted average exercise price | 3.46 | |
Options expired, Weighted average exercise price | 5.84 | |
Options exercised, Weighted average exercise price | 2.63 | |
Weighted average exercise price, Ending Balance | $ 3.63 | $ 3.82 |
Weighted average remaining contractual term, End of the period | 6 years 3 months 10 days | 6 years 6 months |
Summary Restricted Stock Awards
Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 1,632 |
Granted, Shares | shares | 172 |
Vested, Shares | shares | (141) |
Forfeited, Shares | shares | (186) |
Unvested Shares, Ending Balance | shares | 1,477 |
Weighted average grant date fair value, Beginning Balance | $ / shares | $ 3.18 |
Granted, Weighted average grant date fair value | $ / shares | 2.01 |
Vested, Weighted average grant date fair value | $ / shares | 3.31 |
Forfeited, Weighted average grant date fair value | $ / shares | 2.78 |
Weighted average grant date fair value, Ending Balance | $ / shares | $ 3.08 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net loss applicable to common stockholders | $ (333) | $ (4,508) | $ (5,668) | $ (29,383) |
Class A | ||||
Numerator: | ||||
Net loss from continuing operations, net of tax | (35) | (561) | (603) | (3,090) |
Discontinued operations, net of tax | 114 | 179 | ||
Net loss applicable to common stockholders | $ (35) | $ (447) | $ (603) | $ (2,911) |
Weighted average number of shares outstanding used to calculate basic net loss per share | 4,661 | 4,661 | 4,661 | 4,661 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 4,661 | 4,661 | 4,661 | 4,661 |
Basic net loss per share: | ||||
Continuing operations, net of tax | $ (0.01) | $ (0.12) | $ (0.13) | $ (0.66) |
Discontinued operations, net of tax | 0.03 | 0.04 | ||
Basic net loss per share applicable to common stockholders | $ (0.01) | $ (0.09) | $ (0.13) | $ (0.62) |
Numerator: | ||||
Net loss from continuing operations, net of tax | $ (35) | $ (561) | $ (603) | $ (3,090) |
Diluted net loss from continuing operations, net of tax | (35) | (561) | (603) | (3,090) |
Discontinued operations, net of tax | 114 | 179 | ||
Diluted net income from discontinued operations, net of tax | 114 | 179 | ||
Net loss applicable to common stockholders | $ (35) | $ (447) | $ (603) | $ (2,911) |
Diluted loss per share: | ||||
Continuing operations, net of tax | $ (0.01) | $ (0.12) | $ (0.13) | $ (0.66) |
Discontinued operations, net of tax | 0.03 | 0.04 | ||
Diluted net loss per share applicable to common stockholders | $ (0.01) | $ (0.09) | $ (0.13) | $ (0.62) |
Class B | ||||
Numerator: | ||||
Net loss from continuing operations, net of tax | $ (298) | $ (5,102) | $ (5,065) | $ (28,096) |
Discontinued operations, net of tax | 1,041 | 1,624 | ||
Net loss applicable to common stockholders | $ (298) | $ (4,061) | $ (5,065) | $ (26,472) |
Weighted average number of shares outstanding used to calculate basic net loss per share | 39,171 | 42,385 | 39,167 | 42,382 |
Conversion of Class A to Class B common shares outstanding | 4,661 | 4,661 | 4,661 | 4,661 |
Weighted average number of shares outstanding used to calculate diluted net loss per share | 43,832 | 47,046 | 43,828 | 47,043 |
Basic net loss per share: | ||||
Continuing operations, net of tax | $ (0.01) | $ (0.12) | $ (0.13) | $ (0.66) |
Discontinued operations, net of tax | 0.03 | 0.04 | ||
Basic net loss per share applicable to common stockholders | $ (0.01) | $ (0.09) | $ (0.13) | $ (0.62) |
Numerator: | ||||
Net loss from continuing operations, net of tax | $ (298) | $ (5,102) | $ (5,065) | $ (28,096) |
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares | (35) | (561) | (603) | (3,090) |
Diluted net loss from continuing operations, net of tax | (333) | (5,663) | (5,668) | (31,186) |
Discontinued operations, net of tax | 1,041 | 1,624 | ||
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares | 114 | 179 | ||
Diluted net income from discontinued operations, net of tax | 1,155 | 1,803 | ||
Net loss applicable to common stockholders | $ (333) | $ (4,508) | $ (5,668) | $ (29,383) |
Diluted loss per share: | ||||
Continuing operations, net of tax | $ (0.01) | $ (0.12) | $ (0.13) | $ (0.66) |
Discontinued operations, net of tax | 0.03 | 0.04 | ||
Diluted net loss per share applicable to common stockholders | $ (0.01) | $ (0.09) | $ (0.13) | $ (0.62) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Option | Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,581 | 4,676 |
Restricted Stock | Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 1,110 | 1,077 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 368 | 656 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 18,720 | $ 18,344 |
Less: Accumulated depreciation and amortization | (16,232) | (15,597) |
Property and equipment, net | 2,488 | 2,747 |
Computer and Other Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,273 | 13,278 |
Purchased and Internally Developed Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,444 | 2,058 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,271 | 1,271 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,732 | $ 1,737 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Depreciation and amortization expense | $ 328,000 | $ 399,000 | $ 687,000 | $ 826,000 |
Contractual settlement of upside payment received | $ 2,500,000 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Summary of Interest income and other (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Interest And Other Income [Abstract] | ||||
Interest Income | $ 5 | $ 2 | $ 102 | |
Interest Expense & Foreign Currency | $ (19) | 23 | (32) | 33 |
Other | 2,505 | 4 | 2,504 | 7 |
Interest income and other, net | $ 2,486 | $ 32 | $ 2,474 | $ 142 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2021 | Apr. 30, 2018 | |
Lessee Lease Description [Line Items] | |||||
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 date | Mar. 31, 2023 | ||||
Mississauga, Canada [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lease expiration date | Nov. 30, 2021 | ||||
Lease commencement period | November 2016 | ||||
Lease term (in months) | 60 months | ||||
Wichita, Kansas | |||||
Lessee Lease Description [Line Items] | |||||
Lease 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. |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |||
Lease Cost [Abstract] | ||||
Operating lease cost | $ 484 | $ 868 | ||
Other information: | ||||
Weighted-average remaining lease term - operating leases | 2 years 3 months 18 days | 2 years 3 months 18 days | ||
Weighted-average discount rate - operating leases | 4.80% | [1] | 4.80% | [1] |
[1] | The discount rate used to compute the present value of total lease liabilities as of June 30, 2021 was based on the Company's estimated incremental borrowing rate of similar secured borrowings available to the Company as of the commencement date of lease. |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
Gross future operating lease payments | $ 4,373 | |
Less: imputed interest | (252) | |
Present value of total operating lease liabilities | 4,121 | |
Less: current portion of operating lease liabilities | (1,785) | $ (1,827) |
Total long-term operating lease liabilities | $ 2,336 | $ 3,136 |
Future Minimum Payments (Detail
Future Minimum Payments (Detail) $ in Thousands | Jun. 30, 2021USD ($) | |
Contractual Obligation Fiscal Year Maturity Schedule [Abstract] | ||
Facilities operating leases 2021 | $ 958 | [1] |
Facilities operating leases 2022 | 1,871 | [1] |
Facilities operating leases 2023 | 1,161 | [1] |
Facilities operating leases 2024 | 209 | [1] |
Facilities operating leases 2025 and after | 174 | [1] |
Facilities operating leases Total minimum payments | 4,373 | [1] |
Other contractual obligations 2021 | 794 | |
Other contractual obligations 2022 | 742 | |
Other contractual obligations 2023 | 237 | |
Other contractual obligations 2024 | 0 | |
Other contractual obligations 2025 and after | 0 | |
Other contractual obligations, Total minimum payments | 1,773 | |
Total 2021 | 1,752 | |
Total 2022 | 2,613 | |
Total 2023 | 1,398 | |
Total 2024 | 209 | |
Total 2025 and after | 174 | |
Total minimum payments | $ 6,146 | |
[1] | For additional information regarding the Company's operating leases, see Note 9, |
Commitments, Contingencies, a_3
Commitments, Contingencies, and Taxes - Additional Information (Detail) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments Contingencies Taxes And Other [Abstract] | ||
Percentage of valuation allowance | 100.00% | 100.00% |
Identifiable Intangible Asset_3
Identifiable Intangible Assets from Acquisitions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||||
Pre-tax non-cash impairment totaling | $ 4,959,000 | $ 4,959,000 | $ 4,959,000 | $ 5,000,000 | ||
Amortization of intangible assets from acquisitions | 1,378,000 | $ 1,206,000 | 2,559,000 | $ 2,969,000 | ||
Estimated amortization expense in 2021 | 2,000,000 | 2,000,000 | ||||
Estimated amortization expense in 2022 | 2,100,000 | 2,100,000 | ||||
Estimated amortization expense in 2023 | 2,000,000 | 2,000,000 | ||||
Estimated amortization expense in 2024 | 602,000 | 602,000 | ||||
Customer Relationships | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Pre-tax non-cash impairment totaling | 3,430,000 | $ 3,430,000 | 3,430,000 | |||
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 | 1,062,000 | |||
Weighted average useful life | 3 years | |||||
Tradenames | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Pre-tax non-cash impairment totaling | 121,000 | $ 121,000 | 121,000 | |||
Weighted average useful life | 2 years | |||||
Non-compete Agreements | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Pre-tax non-cash impairment totaling | $ 346,000 | $ 346,000 | $ 346,000 | |||
Non-compete Agreements | Minimum | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life | 1 year | |||||
Non-compete Agreements | Maximum | ||||||
Finite Lived Intangible Assets [Line Items] | ||||||
Weighted average useful life | 2 years |
Identifiable Intangible Asset_4
Identifiable Intangible Assets from Acquisitions - Summary of Identifiable Intangible Assets from Acquisitions (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 26,530 | $ 26,530 | |
Accumulated Amortization | (14,935) | (12,375) | |
Impairment | (4,959) | (4,959) | $ (5,000) |
Net Carrying Amount | 6,636 | 9,196 | |
Customer Relationships | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 13,018 | 13,018 | |
Accumulated Amortization | (5,798) | (4,693) | |
Impairment | (3,430) | (3,430) | |
Net Carrying Amount | 3,790 | 4,895 | |
Technologies | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,369 | 9,369 | |
Accumulated Amortization | (5,942) | (4,731) | |
Impairment | (1,062) | (1,062) | |
Net Carrying Amount | 2,365 | 3,576 | |
Non-compete Agreements | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,409 | 3,409 | |
Accumulated Amortization | (2,592) | (2,413) | |
Impairment | (346) | (346) | |
Net Carrying Amount | 471 | 650 | |
Tradenames | |||
Acquired Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 734 | 734 | |
Accumulated Amortization | (603) | (538) | |
Impairment | (121) | (121) | |
Net Carrying Amount | $ 10 | $ 75 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 17,558 | $ 17,558 | ||
Adjustment to goodwill | $ 0 | |||
Impairment of goodwill | $ 14,700 | $ 14,688 |
CARES Act Loans and Foreign W_2
CARES Act Loans and Foreign Wage Subsidy - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Reductions to Payroll Expenses Under Foreign Wage Subsidy | $ 148,000 | $ 299,000 | ||
CARES Act | ||||
Proceeds from promissory notes | $ 5,100 | $ 5,300 | $ 5,100 | |
Maturity period of loan | 2 years | |||
Interest rate on loan | 1.00% | 1.00% | ||
Deferment period | 6 months | |||
Debt Instrument, Description | The current 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%. Payments of principal and interest on the Loans will be deferred for a period in excess of six months. Principal and interest are payable monthly commencing one month after the payment deferral period and may be prepaid by the Company at any time prior to maturity with no prepayment penalties. There are scenarios where, under the terms of the CARES Act, recipients can apply for and receive forgiveness for all, or a portion of the Loans issued. Such forgiveness will be determined, subject to limitations and conditions, based on the use of Loan proceeds for certain permissible purposes as set forth in the CARES Act, including, but not limited to, payroll, mortgage and rent costs. In June 2021, the Company applied for forgiveness for the Loans issued. Due to the uncertainties concerning the anticipated timing of repayment or forgiveness that are not within our control as well as the evolving parameters and interpretations of requirements, these loans are presented as a current liability on our Condensed Consolidated Balance Sheets. |
Discontinued Operations and R_3
Discontinued Operations and Related Party Investment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 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 | $ 2,300,000 | |
Options forfeited | 57 | ||
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 Condensed 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 | 1,700,000 | $ 2,900,000 | |
Accounts payable | $ 2,307,000 | 2,307,000 | $ 2,424,000 |
Prepaid and Other Current Assets | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Amounts due to the purchaser | 404,000 | ||
Accounts Payable | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Accounts payable | 1,100,000 | ||
Other Assets,Net | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Investment balance | $ 341,000 | $ 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) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenue | $ 13,130 | $ 25,908 |
Service costs | 10,236 | 19,906 |
Sales and marketing | 579 | 1,265 |
General and administrative | 193 | 477 |
Total operating expenses | 11,618 | 23,079 |
Impairment of goodwill | (469) | |
Income from discontinued operations before provision for income taxes | 1,512 | 2,360 |
Income tax expense | 357 | 557 |
Total income from discontinued operations | 1,155 | 1,803 |
Sales and Marketing | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Sales and marketing | $ 610 | $ 1,431 |