0001564590-21-017049 | 10-K | XBRL Viewer

(38,446)

(4,042)

Class A

Expenses:

Basic and diluted net loss per Class A share applicable to common stockholders:

$ (3,873)

$ (426)

Continuing operations

$ (0.91)

$ (0.21)

Discontinued operations, net of tax

0.08

0.12

Basic and diluted net income (loss) per Class A share applicable to common stockholders

(0.83)

(0.09)

Continuing operations

(0.91)

(0.21)

Basic and diluted net income (loss) per Class B share applicable to common stockholders

$ (0.83)

$ (0.09)

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

4,793

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

4,793

Class B

Expenses:

Basic and diluted net loss per Class A share applicable to common stockholders:

$ (34,573)

$ (3,616)

Basic and diluted net income (loss) per Class A share applicable to common stockholders

$ (0.83)

$ (0.09)

Continuing operations

(0.91)

(0.21)

Discontinued operations

0.08

0.12

Basic and diluted net income (loss) per Class B share applicable to common stockholders

$ (0.83)

$ (0.09)

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

41,599

40,667

Shares used to calculate diluted net loss per share applicable to common stockholders:

Shares used to calculate diluted net loss per share applicable to common stockholders

46,260

45,460

[1]	(2) The impairment is recorded on the Company's Consolidated Statement of Operations within Impairment of goodwill.

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Amortization of intangible assets from acquisitions	$ 5,331	$ 6,263
Sales and Marketing
Amortization of intangible assets from acquisitions	2,053	2,497
General and Administrative
Amortization of intangible assets from acquisitions	642	1,435
Service Costs
Amortization of intangible assets from acquisitions	$ 2,636	$ 2,331

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Class A	Class B	Common stock Class A	Common stock Class B	Treasury stock	Additional paid-in capital	Accumulated deficit
Beginning Balance at Dec. 31, 2018	$ 95,026			$ 53	$ 370		$ 350,801	$ (256,198)
Beginning Balance (in shares) at Dec. 31, 2018				5,056,000	36,965,000
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net	1,903				$ 15	$ (1)	1,889
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares)					1,491,000	(90,000)
Stock-based compensation from options and restricted stock, net of forfeitures	3,147						3,147
Retirement of treasury stock					$ (1)	$ 1
Retirement of treasury stock (in shares)					(90,000)	90,000
Deferred issuance of Class B common stock in connection with acquisition	3,803						3,803
Issuance of Class B common stock in connection with prior deferred issuance from acquisition					$ 8		(8)
Issuance of Class B common stock in connection with prior deferred issuance from acquisition (in shares)					849,000
Conversion of Class A common stock to Class B common stock				$ (4)	$ 4
Conversion of Class A common stock to Class B common stock (in shares)				(395,000)	395,000
Net loss	(4,042)							(4,042)
Ending Balance at Dec. 31, 2019	99,837			$ 49	$ 396		359,632	(260,240)
Ending Balance (in shares) at Dec. 31, 2019		4,661,000	39,610,000	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	(10,873)				$ 8	$ (10,852)	(29)
Issuance of common stock upon exercise of options, issuance and vesting of restricted stock and under employee stock purchase plan, net (in shares)					722,000	(5,000,000)
Stock-based compensation from options and restricted stock, net of forfeitures	3,834						3,834
Repurchase and retirement of treasury stock	102				$ (50)	$ 10,852	(10,700)
Repurchase and retirement of treasury stock (in shares)					(5,000,000)	5,000,000
Issuance of Class B common stock in connection with prior deferred issuance from acquisition					$ 11		(11)
Issuance of Class B common stock in connection with prior deferred issuance from acquisition (in shares)					1,130,000
Divestiture consideration, net	(1,766)						(1,766)
Net loss	(38,446)							(38,446)
Ending Balance at Dec. 31, 2020	$ 52,688			$ 49	$ 365		$ 350,960	$ (298,686)
Ending Balance (in shares) at Dec. 31, 2020		4,661,000	36,462,000	4,661,000	36,462,000

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Cash flows from operating activities:

Income from discontinued operations, net of tax

$ (38,446)

$ (4,042)

Less:

3,572

5,690

Loss from continuing operations

(42,018)

(9,732)

Adjustments to reconcile net loss to net cash provided by continuing operating activities:

Amortization and depreciation

7,248

8,125

Acquisition and disposition related benefits

(1,596)

(1,082)

Allowance for doubtful accounts and advertiser credits

1,274

246

Deferred income taxes

(826)

(1,733)

Stock-based compensation

3,834

3,147

Impairment of goodwill

^[1]

14,688

Impairment of intangible assets from acquisitions

4,959

Change in certain assets and liabilities:

Accounts receivable, net

(80)

Prepaid expenses, other current assets, and other assets

(1,116)

903

Accounts payable

1,791

(218)

Accrued expenses and other current liabilities

4,309

376

Deferred revenue and deposits

527

(783)

Other non-current liabilities

(121)

Net cash (used in) continuing operating activities

(7,006)

(836)

Net cash provided by discontinued operating activities

3,633

5,930

Net cash provided by (used in) operating activities

(3,373)

5,094

Cash flows from investing activities:

Cash from sale of discontinued operations

2,250

Purchases of property and equipment

(1,353)

(1,623)

Purchases of intangible assets and changes in other non-current assets

(4)

(60)

Cash paid for acquisitions, net of cash acquired

(7,921)

Net cash provided by (used in) continuing investing activities

981

(9,604)

Net cash provided by (used in) discontinued investing activities

(79)

Net cash provided by (used in) investing activities

981

(9,683)

Cash flows from financing activities:

Repurchase of Class B common stock for treasury stock

(10,852)

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

1,885

Net cash provided by (used in) continuing financing activities

(5,653)

1,885

Net cash provided by (used in) discontinued financing activities

165

Net cash provided by (used in) financing activities

(5,488)

1,885

Net decrease in cash and cash equivalents

(7,880)

(2,704)

Cash and cash equivalents at beginning of period

41,731

45,230

Less: Cash and cash equivalents of discontinued operations at end of period

(795)

Cash and cash equivalents of continuing operations at end of period

33,851

41,731

Supplemental disclosure of cash flow information:

Cash received (paid) during the period for income taxes, net of refunds

(35)

Cash received during the period for interest, net

105

779

Cash paid for operating leases

1,765

1,693

Right-of-use assets obtained in exchanged for new operating lease liabilities

1,121

Change in right-of-use assets obtained in exchange for operating lease liabilities

1,741

Supplemental disclosure of non-cash investing and financing activities:

Deferred issuance of Class B common stock in connection with acquisition

3,803

Issuance of deferred Class B common stock in connection with prior deferred issuance from acquisition

Property and equipment acquired in accounts payable and accrued expenses

$ 1,016

Retirement of treasury stock

$ 10,852

[1]	(2) The impairment is recorded on the Company's Consolidated Statement of Operations within Impairment of goodwill.

Description of Business and Summary of Significant Accounting Policies and Practices

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies and Practices

(1) Description of Business and Summary of Significant Accounting Policies and Practices

(a) Description of Business and Basis of Presentation

Marchex, Inc. (the “Company”) was incorporated in the state of Delaware on January 17, 2003. The Company is a 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.

Acquisition

In December 2019, the Company acquired Sonar Technologies, Inc. (“Sonar”), an enterprise text and messaging sales engagement and analytics company. See Note 9. Acquisition of the Notes to Consolidated Financial Statements for further discussion.

Divestiture

In October 2020, the Company sold its interests in certain assets related to its Local Leads Platform, Call Marketplace and other assets not related to core conversational analytics and sales engagement solutions. The purchaser is a related party controlled by a shareholder and officers of the Company. The assets met the definition of a business and represents a discontinued operation since the disposal enables the Company to focus more wholly on its core conversational analytics and sales engagement solution activities, and it will have a significant effect on the Company’s operations and financial results. The Company will have no further involvement in the key strategic decision making or operations of the business. As a result, the operating results related to these assets are shown as discontinued operations, net of tax, in the Consolidated Statements of Operations for all periods presented. In addition, in the Consolidated Balance Sheet as of December 31, 2019, the assets and liabilities held for sale have been presented separately. See Note 12. Discontinued Operations of the Notes to the Consolidated Financial Statements for further discussion. Unless otherwise indicated, information presented in the Notes to the Financial Statements relates only to the Company’s continuing operations.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of our Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company has used estimates related to several financial statement amounts, including revenues, allowance for doubtful accounts, allowance for advertiser credits, useful lives for property and equipment and intangible assets, valuation of intangible assets, valuation of contingent consideration transferred as a result of business combinations, the fair value of the Company’s common stock and stock option awards, the impairment of goodwill and the valuation allowance for deferred tax assets. Actual results could differ from those estimates.

Our Company consolidates all entities that we control by ownership of a majority voting interest. All inter-company transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the Consolidated Financial Statements in the prior periods to conform to the current period presentation.

Additionally, there are situations in which U.S. GAAP requires consolidation even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship between such entity's voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which we have the variable interest is referred to as a "VIE." An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The

primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Our Company holds a remaining interest in the related party purchaser of our divested operations, for which we determined we were not the primary beneficiary. Our variable interests in this VIE primarily relate to the issuance of a 10% equity interest in the related party purchaser; contingent consideration related to the transaction; and an administrative support services arrangement. Refer to Note 12, Discontinued Operations. Although this financial arrangement resulted in our holding variable interests in this related party entity, it did not empower us to direct the strategic and operational activities of the VIE that most significantly impact the VIE’s economic performance. Our Company's investment related to this VIE totaled $341,000 as of December 31, 2020, representing our maximum exposure to loss. The Company's investment related to this VIE was not individually significant to the Company's Consolidated Financial Statements.

(b) The Impact of COVID-19 on our Results of Operations

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by the World Health Organization. Across the United States and the world, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant, exhibited by, among other things, a rise in unemployment and market volatility.

For most of the quarter ended March 31, 2020, the Company’s results reflect historical trends and seasonality. However, in March 2020 and through December 31, 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 the quarter ended 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 10. Identifiable Intangible Assets from Acquisitions and Note 11. Goodwill in these Notes to the Consolidated Financial Statements for additional information.

For additional information for the effects of the COVID-19 pandemic and resulting global disruptions on the Company’s business and operations, refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 1.A of Part I, “Risk Factors”.

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of money market funds.

(d) Fair Value of Financial Instruments

The Company had the following financial instruments as of December 31, 2019 and 2020: cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value based on the liquidity of these financial instruments and their short-term nature. Further, these financial instruments are considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. The following table provides information about the fair value of our cash and cash equivalents balance (in thousands):

	Years ended December 31,
	2019		2020
Level 1 Assets:
Cash	$	14,463	$	13,492
Money market funds		27,268		20,359
Total cash and cash equivalents	$	41,731	$	33,851

In addition, the Company has acquisition-related liabilities which are recorded at fair value. The fair value was estimated by applying the income approach, which is based on significant inputs that are not observable in the market (Level 3 inputs), such as the discount rate and the probability of meeting targeted financial goals. See Note 9. Acquisition of the Notes to Consolidated Financial Statements for further discussion.

Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of the entity. For a majority of our foreign operations, the functional currency is the U.S. dollar. Assets and liabilities denominated in other than the functional currency are remeasured each month with the remeasurement gain or loss recorded in other income and expense in the Consolidated Statements of Operations.

(e) Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable balances are presented net of allowance for doubtful accounts and allowance for advertiser credits.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on analysis of historical bad debts, advertiser concentrations, advertiser credit-worthiness and current economic trends. Past due balances over 90 days and specific other balances are reviewed individually for collectability. The Company reviews the allowance for collectability quarterly. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for doubtful accounts activity for the periods indicated is as follows (in thousands):

Balance at

beginning

of period

Charged to

costs and

expenses

Write-offs,

net of

recoveries

Balance at

end of

period

December 31, 2019

417

155

266

December 31, 2020

266

246

444

Allowance for Advertiser Credits

The allowance for advertiser credits is the Company’s best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services. The Company determines the allowance for advertiser credits and adjustments based on analysis of historical credits.

The allowance for advertiser credits activity for the periods indicated is as follows (in thousands):

Balance at

beginning

of period

Additions

charged

against

revenue

Credits

processed

and other

Balance at

end of

period

December 31, 2019

543

242

632

153

December 31, 2020

153

1,029

520

662

(f) Property and Equipment

Property and equipment are stated at cost. Depreciation on computers and other related equipment, purchased and internally developed software, and furniture and fixtures is calculated on the straight-line method over the estimated useful lives of the assets, generally averaging three years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful lives of the assets generally ranging from five to eight years.

(g) Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method, net of recognized impairment.

Goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. As of the year ended December 31, 2019 and 2020, the Company had $32.3 million and $17.6 million, respectively, of goodwill on its balance sheet, net of recognized impairment. See Note 11. Goodwill for further discussion.

(h) Impairment or Disposal of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds fair value. Assets to be disposed of would be separately presented on the balance sheet and reported at the lower of their carrying amount or fair value less costs to sell, and no longer depreciated.

(i) 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. The Company establishes an allowance for advertiser credits, which is included in accrued expense and other current liabilities in the balance sheet, using its best estimate of the amount of expected future reductions in advertisers’ payment obligations related to delivered services based on analysis of historical credits. The balance associated with the allowance for advertiser credits in the Company’s Consolidated Balance Sheet was $274,000 and $206,000 as of December 31, 2019 and 2020, respectively. Customer payments received in advance of revenue recognition are also contract liabilities and are recorded as deferred revenue. The deferred revenue balance in the Company’s Consolidated Balance Sheet as of December 31, 2019 and 2020, was $866,000 and $1.4 million, respectively. During the year ended December 31, 2019 and 2020, revenue recognized that was included in the contract liabilities balances at the beginning of the period was $1.5 million and $932,000, respectively.

The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less.

For arrangements that include multiple performance obligations, the transaction price from the arrangement is allocated to each respective performance obligation based on its relative standalone selling price and recognized when revenue recognition criteria for each performance obligation are met. The standalone selling price for each performance obligation is established based on the sales price at which the Company would sell a promised good or service separately to a customer or the estimated standalone selling price.

The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales commissions, are generally deferred and amortized to sales and marketing expense over the estimated life of the relevant customer relationship of approximately 24 months and are subject to being monitored every period to reflect any significant change in assumptions. In addition, the deferred contract cost asset is assessed for impairment on a periodic basis. The Company’s contract acquisition costs are included in other assets, net in the balance sheet. The Company is applying the standard’s practical expedient permitting expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to acquire certain contracts. As of December 31 2019, and 2020, the Company had $287,000 and $167,000 of net deferred contract costs, respectively, and the accumulated amortization associated with these costs was $688,000 and $989,000 for the year ended December 31, 2019 and 2020, respectively.

(j) Service Costs

Our service costs represent the cost of providing our services to our customers. These costs primarily consist of telecommunication costs, including the use of phone numbers relating to our services; colocation service charges of our network equipment; bandwidth and software license fees; network operations; and payroll and related expenses of personnel, including stock based compensation.

(k) Advertising Expenses

Advertising costs are expensed as incurred and include mobile and online advertising and related outside marketing activities, including sponsorships and trade shows. Such costs are included in sales and marketing. Advertising costs were approximately $1.5 million and $1.3 million for the years ended December 31, 2019 and 2020, respectively.

(l) Product Development

Product development costs consist primarily of expenses incurred by the Company in the research and development, creation, and enhancement of the Company’s products and services. Research and development costs are expensed as incurred and include compensation and related expenses, costs of computer hardware and software,

and costs incurred in developing features and functionality of the services. For the periods presented, substantially all of the product development expenses are research and development. Product development costs are expensed as incurred or capitalized into property and equipment in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other. FASB ASC Topic 350 requires that cost incurred in the preliminary project and post-implementation stages of an internal use software project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized.

(m) Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in results of operations in the period that includes the enactment date.

(n) Stock-Based Compensation

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company accounts for forfeitures as they occur.

(o) Concentrations

The Company maintains substantially all of its cash and cash equivalents with two financial institutions and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

There were no customers that represented more than 10% of consolidated revenue for the years ended December 31, 2019 and 2020.

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 31,
	2019			2020
Customer A		16	%		18	%

(p) Net Income (Loss) Per Share

The Company computes net income (loss) per share of Class A and Class B common stock using the two class method. Under the provisions of the two class method, basic net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The computation of the diluted net income (loss) per share of Class B common stock assumes the conversion of Class A common stock to Class B common stock, while the diluted net income (loss) per share of Class A common stock does not assume the conversion of those shares.

In accordance with the two class method, the undistributed earnings (losses) for each year are allocated based on the contractual participation rights of the Class A and Class B common shares and the restricted shares as if the earnings for the year had been distributed. Considering the terms of the Company’s charter which provides that, if and when dividends are declared on its common stock in accordance with Delaware General Corporation Law, equivalent dividends shall be paid with respect to the shares of Class A common stock and Class B common stock and that both classes of common stock have identical dividend rights and would share equally in the Company’s net assets in the event of liquidation, the Company has allocated undistributed earnings (losses) on a proportionate basis. See Note 6. Stockholders’ Equity of the Notes to Consolidated Financial Statements for further discussion.

Instruments granted in unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities prior to vesting. As such, the Company’s restricted stock awards are considered participating securities for purposes of calculating earnings per share. Under the two class method, dividends paid on unvested restricted stock are allocated to these participating securities and therefore impact the calculation of amounts allocated to common stock.

The following table presents the computation of basic net loss per share for the periods ended (in thousands, except per share amounts):

	Years ended December 31,
	2019						2020
	Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Net loss from continuing operations, net of tax	$	(1,026	)	$	(8,706	)	$	(4,233	)	$	(37,785	)
Discontinued operations, net of tax		600			5,090			360			3,212
Net loss applicable to common stockholders	$	(426	)	$	(3,616	)	$	(3,873	)	$	(34,573	)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share		4,793			40,667			4,661			41,599
Basic net income (loss) per share:
Continuing operations, net of tax	$	(0.21	)	$	(0.21	)	$	(0.91	)	$	(0.91	)
Discontinued operations, net of tax		0.12			0.12			0.08			0.08
Basic net loss per share applicable to common stockholders	$	(0.09	)	$	(0.09	)	$	(0.83	)	$	(0.83	)

The following table presents the computation of diluted net loss per share for the periods ended (in thousands, except per share amounts):

	Years ended December 31,
	2019						2020
	Class A			Class B			Class A			Class B
Diluted net loss per share:
Numerator:
Net loss from continuing operations, net of tax	$	(1,026	)	$	(8,706	)	$	(4,233	)	$	(37,785	)
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares		—			(1,026	)		—			(4,233	)
Diluted net loss from continuing operations, net of tax	$	(1,026	)	$	(9,732	)	$	(4,233	)	$	(42,018	)
Net income from discontinued operations, net of tax		600			5,090			360			3,212
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share		—			600			—			360
Diluted net income from discontinued operations, net of tax	$	600		$	5,690		$	360		$	3,572
Net loss applicable to common stockholders	$	(426	)	$	(4,042	)	$	(3,873	)	$	(38,446	)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share		4,793			40,667			4,661			41,599
Conversion of Class A to Class B common shares outstanding		—			4,793			—			4,661
Weighted average number of shares outstanding used to calculate diluted net loss per share		4,793			45,460			4,661			46,260
Diluted net loss per share:
Continuing operations, net of tax	$	(0.21	)	$	(0.21	)	$	(0.91	)	$	(0.91	)
Discontinued operations, net of tax		0.12			0.12			0.08			0.08
Diluted net loss per share applicable to common stockholders	$	(0.09	)	$	(0.09	)	$	(0.83	)	$	(0.83	)

The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands):

•

For the years ended December 31, 2019 and 2020, outstanding options to acquire 4,782 and 3,460 shares, respectively, of Class B common stock.

•

For the years ended December 31, 2019 and 2020, 1,030 and 1,007 shares of unvested Class B restricted common shares, respectively.

•

For the years ended December 31, 2019 and 2020, 756 and 617 restricted stock units, respectively.

(q) Guarantees

FASB ASC Topic 460, Guarantees provides accounting guidance surrounding liability recognition and disclosure requirements related to guarantees. In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Topic 460 except for standard indemnification provisions that are contained within many of the Company’s agreements, and give rise only to the disclosure requirements prescribed by FASB ASC Topic 460.

In certain agreements, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying Consolidated Financial Statements. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material.

(r) Recent Accounting Pronouncement 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 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.

Property and Equipment

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment

(2) Property and Equipment

Property and equipment consisted of the following (in thousands):

	Years ended December 31,
	2019⁽¹⁾			2020⁽¹⁾
Computer and other related equipment	$	19,274		$	13,278
Purchased and internally developed software		2,055			2,058
Furniture and fixtures		1,033			1,271
Leasehold improvements		1,737			1,737
	$	24,099		$	18,344
Less: accumulated depreciation and amortization		(21,104	)		(15,597	)
Property and equipment, net	$	2,995		$	2,747

(1)	Includes the original cost of fully-depreciated fixed assets which were $19.6 million and $ 13.6 million at December 31, 2019 and 2020, respectively.

Depreciation and amortization expense related to property and equipment was approximately $1.5 million and $1.6 million for the years ended December 31, 2019 and 2020, respectively.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

(3) Leases

The Company adopted FASB ASC Topic 842, Leases (ASC 842) on January 1, 2019 and used the effective date of January 1, 2019 as its date of initial application. The primary impact upon adoption of the standard relates to the recognition of new right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for its office and operating leases and providing significant new disclosures about its leasing activities. On adoption, the Company recognized additional operating lease liabilities of approximately $8.7 million based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases and ROU assets of approximately $7.4 million.

The standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company did not recognize ROU assets or lease liabilities, and this included not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases.

The Company has an operating lease for office space for its corporate headquarters in Seattle, Washington. It also has operating leases for office space in Mississauga, Canada and Wichita, Kansas. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentives amortized as a reduction of rent expense over the lease term.

The Company’s lease agreement with respect to office space in Seattle, Washington, as amended, expires on March 31, 2025. The Company has the option to terminate the lease in March 2023, subject to satisfaction of certain conditions, including a payment of a termination fee of approximately $671,000. In addition, as part of the agreement, the lessor paid towards the cost of certain leasehold improvements (“landlord contribution”) of which the Company could use approximately $180,000 of unused landlord contribution as a credit against any payment obligation under the lease. In the second quarter of 2019, the Company requested the $180,000 landlord contribution from the lessor as a reimbursement towards certain leasehold improvements and received those funds in the third quarter of 2019. In the first quarter of 2018, the lessor paid $373,000 towards certain leasehold improvements which the Company accounted for as a lease incentive and is amortizing as a reduction of rent expense over the lease term. Additionally, in April 2018, the lessor refunded the previously provided security deposit and the Company provided a letter of credit to the lessor in the amount of $575,000, which will be reduced by $100,000 annually starting in April 2019. The letter of credit was collateralized by a $575,000 certificate of deposit, which was restricted in use and is included in other assets in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019. On April 2, 2019, the Company was no longer required to collateralize the letter of credit and the certificate of deposit matured. 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 Consolidated Statements of Operations and other information is summarized as follows (in thousands):

	Years ended December 31,
	2019			2020
Operating lease cost	$	1,703		$	1,700
Short-term operating lease cost (1)		118			46
Total operating lease cost		1,821			1,746
Other information:
Weighted-average remaining lease term - operating leases	5.2 years			2.8 years
Weighted-average discount rate - operating leases (2)		5.0	%		4.8	%

	(1)	The Company elected the practical expedient permitted in ASC Topic 842. As such, its short-term operating lease in Wichita, Kansas is not recognized as a liability on the Company’s balance sheet as of December 31, 2019. The Company recognizes short-term operating lease costs on a straight-line basis.
	(2)	The discount rate used to compute the present value of total lease liabilities as of December 31, 2019 and 2020 and 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 or implementation date of ASC 842 on January 1, 2019.

As of December 31, 2020, the Company’s operating lease liabilities were as follows (in thousands):

	Total
Gross future operating lease payments	$	5,328
Less: imputed interest		(365	)
Present value of total operating lease liabilities		4,963
Less: current portion of operating lease liabilities		(1,827	)
Total long-term operating lease liabilities	$	3,136

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

(4) Commitments and Contingencies

(a) Commitments

The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements in accordance with ASC 842 and recognizes rent expense on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. Other contractual obligations primarily relate to minimum contractual payments due to outside service providers.

Future minimum payments are approximately as follows (in thousands):

	Facilities operating leases		Other contractual obligations		Total
2021		1,913		1,844		3,757
2022		1,871		260		2,131
2023		1,161		30		1,191
2024		209		—		209
2025 and after		174		—		174
Total minimum payments	$	5,328	$	2,134	$	7,462
(1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases of the Notes to Consolidated Financial Statements for further discussion.

(b) Contingencies

The Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. In some agreements to which the Company is a party to, the Company has agreed to indemnification provisions of varying scope and terms with customers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to its contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying Consolidated Financial Statements. However, the maximum potential amount of the future payments the Company could be required to make under these indemnification provisions could be material.

While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

(5) Income Taxes

The components of loss from continuing operations before provision for income taxes consist of the following (in thousands):

	Years ended December 31,
	2019			2020
United States	$	(12,619	)	$	(38,622	)
Foreign		(589	)		(5,313	)
Loss from continuing operations before provision for income taxes	$	(13,208	)	$	(43,935	)

The provision for income taxes for the Company’s continuing operations consists of the following (in thousands):

	Years ended December 31,
	2019			2020
Current federal provision
Federal	$	—		$	—
State		—			21
Deferred provision (benefit)
Federal		(2,531	)		(901	)
State		(397	)		(153	)
Foreign		(548	)		(884	)
Total income tax benefit	$	(3,476	)	$	(1,917	)

The Company’s income tax benefit from continuing operations differed from the amounts computed by applying the U.S. federal statutory rate to loss before provision for income taxes as a result of the following (in thousands):

	Years ended December 31,
	2019			2020
Income tax benefit at U.S. statutory rate	$	(2,771	)	$	(9,226	)
State taxes, net of valuation allowance		(314	)		(103	)
Stock-based compensation (1)		75			154
Valuation allowance		306			7,427
Foreign tax differential		(101	)		(1,124	)
Tax credits		(279	)		(167	)
Impairment		—			1,410
Acquisition/accretion benefits		(428	)		(250	)
Meals and entertainment		59			1
Other expenses		(23	)		(39	)
Total income tax benefit	$	(3,476	)	$	(1,917	)

(1)

Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below and reflects the 21% U.S. federal statutory rate for 2019 and 2020 (in thousands):

	Years ended December 31,
	2019			2020
Deferred tax assets:
Accrued liabilities not currently deductible	$	381		$	651
Intangible assets- excess of financial statement over tax amortization		139			982
Goodwill recognized on financial statements in excess of tax amortization		601			(18	)
Stock-based compensation		2,033			2,524
Federal net operating and capital losses		3,499			21,531
State, local and foreign net operating and capital loss carryforwards		7,133			12,325
Research & experimental tax and other credit carryforwards		4,129			4,640
Lease liability		1,899			1,250
Other		912			735
Gross deferred tax assets		20,726			44,620
Valuation allowance		(19,126	)		(43,314	)
Net deferred tax assets	$	1,600		$	1,306
Deferred tax liabilities:
Intangible assets-excess of tax over financial statement amortization		(1,044	)		(532	)
Right-of-use lease asset		(1,537	)		(930	)
Net deferred tax liabilities	$	(981	)	$	(156	)

As of December 31, 2020, the Company’s federal NOCL carryforwards were approximately $102.5 million and federal research and development credit carryforwards were $4.5 million. These will begin to expire in 2032 and 2029, respectively, for income tax purposes. These credits are potentially available to offset future tax liabilities. As of December 31, 2020, the Company’s gross state, city, and other foreign jurisdiction NOCL carryforwards were approximately $147.3 million, which begin to expire in 2023. The Tax Reform Act of 1986 limits the use of NOCL and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. The Company is not aware that any such change has occurred related to these specific NOCL carryforwards, or that the utilization of the carryforwards is limited such that these NOCL carryforwards will likely never be utilized. Accordingly, the Company has included these federal NOCL carryforwards in its deferred tax assets (subject to valuation allowance).

The Company has recorded a deferred tax asset for stock-based compensation recorded on unexercised non-qualified stock options and certain restricted shares and restricted share units. The ultimate realization of this asset is dependent upon the fair value of the Company’s stock when the options are exercised and when restricted shares or restricted share units vest, and generation of sufficient taxable income to realize the benefit of the related taxdeduction.

Federal and state net operating and capital losses included in Deferred tax assets include $16.3 million of losses related to the 2020 Divestiture. The Company is in the process of analyzing this transaction to determine classification for tax purposes.

At December 31, 2019 and 2020, the Company recorded a valuation allowance of $19.1 million, and $43.3 million, respectively, against its federal, state, city and foreign net deferred tax assets for continuing operations, as it believes it is more likely than not that these benefits will not be realized. The net change in the total valuation allowance for each of the years ended December 31, 2019 and 2020 was $(15.9) million and $24.2 million, respectively.

The Company regularly reviews deferred tax assets to assess whether it is more likely than not that the deferred tax assets will be realized and, if necessary, establishes a valuation allowance for portions of such assets to reduce the carrying value. In assessing whether it is more likely than not that the Company’s deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to customer usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future results and any appreciation of its other assets. The Company incurred taxable losses from 2016 through 2020. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, with the exception of certain insignificant foreign deferred tax assets, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized.

From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact the Company’s effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The following table summarizes activity related to tax contingencies from January 1, 2019 to December 31, 2020 which are recorded as an offset to deferred tax assets (in thousands):

Gross tax contingencies—January 1, 2019	$	1,158
Gross increases to tax positions associated with prior periods		—
Gross increases to current period tax positions		110
Gross decreases to tax positions associated with prior periods		—
Settlements		—
Lapse of statute of limitations		—
Gross tax contingencies—December 31, 2019		1,268
Gross increases to tax positions associated with prior periods		—
Gross increases to current period tax positions		97
Gross decreases to tax positions associated with prior periods		—
Settlements		—
Lapse of statute of limitations		—
Gross tax contingencies—December 31, 2020	$	1,365

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.

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity

(6) Stockholders’ Equity

(a) Common Stock and Authorized Capital

The authorized capital stock of the Company consists of 1,000,000 shares of undesignated preferred stock and 125,000,000 shares of Class B common stock. The Company’s board of directors has the authority to issue up to 1,000,000 shares of preferred stock, $0.01 par value in one or more series and has the authority to designate rights, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series.

The Company has two classes of authorized common stock: Class A common stock and Class B common stock. Except with respect to voting rights, the Class A and Class B shares have identical rights. Each share of Class A common stock is entitled to twenty-five votes per share, and each share of Class B common stock is entitled to one vote per share. Each share of Class A common stock is convertible at the holder’s option into one share of Class B common stock.

In accordance with the stockholders’ agreement signed by the founding Class A common stockholders, the following provisions survived the Company’s initial public offering: Class A stockholders other than Russell C. Horowitz may only sell, assign or transfer their Class A stock to existing Class A stockholders or to the Company and in the event of transfers of Class A stock not expressly permitted by the stockholders’ agreement, such shares of Class A stock shall be converted into shares of Class B common stock.

In November 2014, the Company’s board of directors authorized a new share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. The Company has made no repurchases under the 2014 Repurchase Program for the years ended December 31, 2019 and 2020. During the year ended December 31, 2019, the Company repurchased 90,000 shares of Class B common stock for approximately $900 (employee restricted equity subject to vesting and were repurchased for $.01 per share upon termination of employment), which was not pursuant to the 2014 Repurchase Program. During the year ended December 31, 2020, a joint and equal tender from the Company and Edenbrook Capital LLC (an existing shareholder of the Company) (the "Offer") was completed for 10 million shares of the Company's Class B common stock at $2.15 per share, of which the Company's share of the repurchase totaled approximately $10.8 million for 5 million shares, which was not pursuant to the 2014 Repurchase Program. Shares repurchased but not yet retired by the Company are classified as treasury stock on the Consolidated Balance Sheet before retirement. Retirement of treasury stock results in reductions to common stock and additional paid-in capital.

In November 2018, the Company acquired 100% of the outstanding stock of Callcap for consideration of approximately $25 million in cash at closing and approximately 3.4 million shares of Class B common stock to be issued over the four year period following the acquisition date. The issuance of the Class B common stock is not contingent.

In December 2019, the Company acquired 100% of the outstanding stock of Sonar for consideration of approximately $8.5 million in cash at closing and approximately 1.0 million shares of Class B common stock to be issued over the three-year period following the acquisition date, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. Such issuance of the Class B common stock is not contingent. The Company also agreed to issue up to approximately 389,000 shares of Class B common stock based upon the achievement of certain financial target goals by Sonar in 2020. To the extent earned and payable, one half of such shares will be issued upon the first anniversary of the closing and one half will be issued upon the second anniversary of the closing, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date.

(b) Stock Option Plan

The Company’s stock incentive plan (the “2012 Plan”), which was established in 2012, allows for grants of stock options, restricted stock units and restricted stock awards to eligible participants and such options may be designated as incentive or non-qualified stock options at the discretion of the 2012 Plan’s Administrative Committee. Prior to the 2012 Plan, the Company granted stock-based awards under its 2003 Amended and Restated Stock Incentive Plan (the “2003 Plan”). No further awards were made under the 2003 Plan after December 31, 2012. The 2012 Plan authorizes up to 3,500,000 shares of Class B common stock that may be issued with respect to

awards granted under the 2012 Plan, and provides that the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 3,500,000 shares. Annual increases to each of these share limits are to be added on the first day of each fiscal year beginning on January 1, 2013 equal to 5% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company) or in the case of incentive stock options, the lesser of 2,000,000 shares of Class B common stock or such number as determined by the Company’s board of directors. As a result of this provision, the authorized number of shares available under the 2012 Plan was increased by 2,213,550 and 2,056,116 on January 1, 2020 and 2021, respectively, bringing the aggregate authorized number of shares available under the 2012 plan to 22,214,886. The Company may issue new shares or reissue treasury shares for stock option exercises and restricted stock grants. Generally, stock options have 10-year terms and vest 25% each year either annually or quarterly, over a 4-year period and restricted stock awards and units vest 25% each year annually over a 4-year period.

The Company did not grant any options with exercise prices less than the then current market value during 2019 and 2020.

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company accounts for forfeitures as they occur. Stock-based compensation has been included in the same lines as compensation paid to the same employees in the Consolidated Statements of Operations.

Stock-based compensation expense was included in the following operating expense categories (in thousands):

	Years ended December 31,
	2019		2020
Service costs	$	113	$	36
Sales and marketing		469		1,041
Product development		233		358
General and administrative		2,000		2,172
Total stock-based compensation	$	2,815	$	3,607

For the years ended December 31, 2019 and 2020, the income tax benefit related to stock-based compensation included in net loss was $0 for all periods due to the valuation allowance recorded on the deferred tax assets.

The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For years ended December 31, 2019 and 2020, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, and vesting schedules. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The Company uses an expected annual dividend yield in consideration of the Company’s common stock dividend payments.

The following assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated:

	Years ended December 31,
	2019	2020
Expected life (in years)	4.00-6.25	4.00-6.25
Risk-free interest rate	1.57% - 2.22%	0.17% - 1.22%
Expected volatility	39% to 50%	46% - 54%
Weighted average expected volatility	38%	52%

Stock option, restricted stock award, and restricted stock unit activity during the period is as follows:

	Options and Restricted Stock available for grant (in thousands)			Number of options outstanding (in thousands)			Weighted average exercise price of options		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balance at December 31, 2019		11,566			4,782		$	4.80		5.82	$	1,585
Increase to pool January 1, 2020		2,214			—
Options granted		(760	)		760		$	2.29
Restricted stock granted		(560	)		—
Restricted stock forfeited		21			—
Options exercised		—			—
Options cancelled		1,472			(1,472	)		5.81
Options expired		477			(477	)	$	5.12
Options forfeited		133			(133	)	$	3.48
Balance at December 31, 2020		14,563			3,460		$	3.82		6.50	$	27
Options exercisable at December 31, 2020					1,934		$	4.51		5.10	$	—

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 to an entity controlled by certain offices and shareholders of the Company. Company options for 1.5 million shares that were held by two officers of the Company who were involved in the transaction were cancelled in connection with the divestiture. See Note 12. Discontinued Operations for additional information.

Information related to stock compensation activity during the period indicated is as follows:

	Years ended December 31,
	2019		2020
Weighted average fair value of options granted	$	1.62	$	1.08
Intrinsic value of options exercised (in thousands)	$	496	$	-
Total grant date fair value of restricted stock vested (in thousands)	$	1,545	$	2,666

At December 31, 2020, there was $1.4 million of unrecognized stock option compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.9 years.

During the year ended December 31, 2020, there were no stock options exercised. During the year ended December 31, 2019, gross proceeds recognized from the exercise of stock options was $1.8 million.

Restricted stock awards and restricted stock unit activity during the period is as follows:

	Shares/ Units (in thousands)			Weighted Average Grant Date Fair Value
Unvested at December 31, 2019		1,786		$	3.70
Granted		560			2.26
Vested		(693	)		3.79
Forfeited		(21	)		2.72
Unvested at December 31, 2020		1,632			3.18

Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock

awards and restricted stock units are expensed on a straight-line basis over the vesting or service period, as applicable, and forfeitures are recognized as they occur. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions.

At December 31, 2020, there was $3.0 million of unrecognized restricted stock compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted average period of 3.7 years.

On March 8, 2013, the Company’s board of directors adopted and in May 2013 the stockholders approved the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on January 1, 2014. The Company authorized an aggregate of 225,000 shares of Class B common stock for issuance under the plan to participating employees. The 2014 ESPP provides eligible employees the opportunity to purchase the Company’s Class B common stock at a price equal to 95% of the closing price on the last business day of each purchase periods. The 2014 ESPP permits eligible employees to purchase amounts up to 15% of their compensation in the purchase period, and no employee is permitted to purchase stock worth more than $25,000 in any calendar year, valued as of the first day of each purchase period. During the year ended December 31, 2019, 12,200 shares were purchased at prices ranging from $2.982 to $4.49 per share. During the year ended December 31, 2020, 41,987 shares were purchased at prices ranging from $1.38 to $2.01 per share.

401(k) Savings Plan

12 Months Ended

Dec. 31, 2020

Compensation And Retirement Disclosure [Abstract]

401(k) Savings Plan

(7) 401(k) Savings Plan

The Company maintains voluntary defined contribution plans, which are qualified, covering employees that meet eligibility requirements. Eligible employees may elect to defer and contribute a portion of their eligible compensation to the plans, not to exceed the dollar amounts set by applicable laws. During 2011, the Company elected to match a portion of the employee contributions up to a defined maximum. In 2019 and 2020, cash contributions were made in the amount of $228,000 and $230,000 respectively.

Segment Reporting and Geographic Information

The entire disclosure for retirement benefits.

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+ Details

Segment Reporting and Geographic Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

(8) Segment Reporting and Geographic Information

Operating segments are revenue-producing components of the enterprise for which separate financial information is produced internally for the Company’s management. For the years ended December 31, 2019 and 2020, the Company operated in a single segment comprised of its core analytics and solutions services. 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. As a result, the operating results related to these assets are shown as discontinued operations in the Consolidated Statements of Operations for all periods presented. See Note 12. Discontinued Operations for further discussion.

Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. As of December 31, 2019 and 2020, no significant long-lived assets were held by entities outside of the United States.

Revenues from customers by geographical areas are tracked on the basis of the location of the customer. The majority of the Company’s revenue and accounts receivable are derived from domestic sales to customers.

Revenues by geographic region are as follows:

	Years ended December 31,
	2019			2020
United States		97	%		98	%
Canada		3	%		2	%
Other countries	*			*
		100	%		100	%

*	Less than 1% of revenue

Goodwill And Intangible Assets Disclosure [Abstract]

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Acquisition

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisition

(9) Acquisition

(a) Sonar Acquisition:

In December 2019, the Company acquired 100% of the outstanding stock of Sonar, an enterprise text and messaging sales engagement and analytics company based in California for total consideration of the following:

•

Approximately $8.5 million in cash, paid at closing; and

•

1.0 million shares of Class B common stock, to be issued over the three-year period following the acquisition date, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date. The 1.0 million shares of Class B common stock were valued at approximately $3.8 million based on the closing price of Marchex’s Common Stock on Nasdaq on the acquisition date. The issuance of the Class B common stock is not contingent.

•

Up to 389,000 shares of Class B common stock based upon the achievement of certain financial target goals.

The Company accounted for the Sonar acquisition as a business combination. As a result of the acquisition, the Company expanded its customer base, as well as enhanced growth opportunities in verticals and new customer channels.

A summary of the consideration for the acquisition is as follows (in thousands):

Cash	$	8,496
Fair value of equity consideration		3,803
Future consideration		1,016
Total	$	13,315

The fair value of the 1.0 million shares of Class B common stock to be issued over the three-year period following the acquisition date, with the timing of issuance subject to certain conditions and with any shares not previously issued to be issued on the fifth anniversary of the acquisition date, was calculated based on the closing price of Marchex’s Common Stock on Nasdaq on the acquisition date and is recorded on the Company’s balance sheet within additional paid-in capital. The future consideration also included an earnout arrangement that would have required the Company to pay up to a maximum of 389,000 shares of Class B common stock to the former shareholders of Sonar based upon the achievement of targeted financial goals by Sonar in 2020. The potential undiscounted amount of all future payments that the Company could have been required to make under the contingent earnout arrangement was between0 and 389,000 shares of Class B common stock. These targets were not met in 2020.

In connection with the acquisition, a portion of the cash consideration was placed in escrow to secure indemnification obligations for a period of 12 months from the closing date. The escrow amounts were included as part of the purchase price consideration and were released subsequent to the contractual parameters of the agreement.

The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands):

Cash and cash equivalents	$	480
Accounts receivable		141
Prepaid expenses and other current assets		42
Property and equipment		25
Identifiable intangible assets		5,052
Liabilities assumed		(171	)
Deferred tax liabilities		(1,184	)
Net assets acquired		4,385
Goodwill		8,930
Total	$	13,315

The acquired intangibles of approximately $5.1 million consist primarily of technology, non-compete agreements, customer relationships, and tradenames which will be amortized over 24 to 60 months (weighted average of 4.6 years) using the straight-line method. Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and potential future cash flows after the acquisition of Sonar. The goodwill is not deductible for federal tax purposes.

(b) Fair value measurements - Acquisition-related liabilities:

The following summarizes the changes in the estimated fair value of acquisition-related liabilities (in thousands):

Acquisition-related liabilities (Level 3):
Balance at December 31, 2018 (1):	$	1,509
Contingent consideration - Sonar acquisition (2)		1,016
Change in fair value (3)		(941	)
Balance at December 31, 2019	$	1,584
Change in fair value (3)		(1,584	)
Total acquisition-related liabilities as of December 31, 2020 (4):	$	—
(1) The balance at December 31, 2018 related to contingent consideration specific to the Telmetrics acquisition in 2018.
(2) In connection with the Sonar acquisition, the Company recognized contingent consideration during the year ended December 31, 2019 of approximately $1.0 million in fair value. As of December 31, 2019, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimate had not changed.
(3) During the year ended December 31, 2019 and 2020, the Company recognized a net change in fair value of the contingent consideration of approximately $941,000 and $1.6 million, and the change is recorded on the income statement in acquisition-related costs (benefit). The net change in fair value was primarily due to a change in the assumptions used in the original estimate of the liability.
(4) There were not transfers between levels during the periods presented.

The following unaudited pro forma financial information summarizes the combined results of continuing operations of the Company and Sonar and is based on the historical results of continuing operations of the Company and Sonar. The unaudited pro forma financial information for the year ended December 31, 2019 combines the historical results of continuing operations for the Company for the year ended December 31, 2019 and Sonar historical results of operations during the pre-acquisition period from January 1, 2019 to December 12, 2019. The pro forma information includes adjustments for amortization of intangible assets, accretion of interest expense related to the future consideration, elimination of interest expense and income, and non-recurring acquisition related costs. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the combined results that would have occurred had the acquisition taken place on the dates indicated, nor is it necessarily indicative of results that may occur in the future. The amount of Sonar revenue and the amount of net loss included in the Company’s Consolidated Statements of Operations from the acquisition date for the year ended December 31, 2019 was not significant.

	(Unaudited)
	(in thousands)
	Year ended December 31, 2019
Revenue	$	56,704
Net loss applicable to common stockholders		(4,838	)

Identifiable Intangible Assets from Acquisitions

12 Months Ended

Dec. 31, 2020

Identifiable Intangible Assets from Acquisitions

(10) Identifiable Intangible Assets from Acquisitions

For the three months ended March 31, 2020, our stock price was impacted by volatility in the U.S. financial markets as a result of the rapid spread of the coronavirus globally which has resulted in increased travel restrictions and disruption and shutdown of businesses, and traded below the then book value for an extended period of time. As a result, the Company performed an interim impairment test of our long-lived intangible assets using an undiscounted cash flow analysis pursuant to ASC 360, Property, Plant, and Equipment 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 Consolidated Statement of Operations for the year ended December 31, 2020 within Impairment of intangible assets from acquisitions.

Identifiable intangible assets from acquisitions consisted of the following (in thousands):

	As of December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	13,018	$	(2,784	)	$	10,234
Technologies		9,369		(2,252	)		7,117
Non-compete agreements		3,409		(1,628	)		1,781
Tradenames		734		(381	)		353
Total identifiable intangible assets from acquisitions	$	26,530	$	(7,045	)	$	19,485

	As of 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

Amortizable intangible assets are amortized on a straight-line basis over their useful lives. Customer relationships, acquired technologies, tradenames, and non-compete agreements have a weighted average useful life from date of purchase of 5 years, 4 years, 2 years, 1 - 3 years, respectively. Aggregate amortization expense incurred by the Company for the year ended December 31, 2019 and 2020 was approximately $6.3 million and $5.3 million, respectively. Based upon the current amount of acquired identifiable intangible assets subject to amortization, the estimated amortization expense is as follows: $4.9 million in 2021, $1.9 million in 2022, $1.8 million in 2023, and $602,000 million in 2024.

Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

(11) Goodwill

Changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (in thousands):

Balance as of December 31, 2019	$	32,330
Adjustment to goodwill⁽¹⁾		(84	)
Impairment of goodwill⁽²⁾		(14,688	)
Balance as of December 31, 2020	$	17,558
(1) Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $84,000 during the year ended December 31, 2020.
(2) The impairment is recorded on the Company's Consolidated Statement of Operations within Impairment of goodwill.

The Company performs its annual impairment testing on November 30 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. When evaluating goodwill for impairment, the Company may first perform a qualitative assessment and determine if the fair value of the reporting unit is more likely than not greater than its carrying amount. For the three months ended March 31, 2020, the Company’s stock price was impacted by volatility in the U.S. financial markets as a result of the rapid spread of the coronavirus globally which has resulted in increased travel restrictions and disruption and shutdown of businesses, and traded below the then book value for an extended period of time. Accordingly, the Company tested its goodwill for impairment and concluded that the carrying value exceeded the estimated fair value of the Company’s single reporting unit and recognized an impairment loss during the first quarter of 2020 of $14.7 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 Consolidated Statement of Operations for the year ended December 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.

Discontinued Operations

12 Months Ended

Dec. 31, 2020

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

(12) Discontinued Operations

In October 2020, the Company sold certain assets related to its Local Leads Platform, Call Marketplace and other assets not related to core conversational analytics. The purchaser is a related party controlled by a shareholder and officers of the Company. This divestiture represents a discontinued operation since the disposal enables the Company to focus more wholly on its core conversational analytics and sales engagement solution activities, and it will have a significant effect on the Company’s operations and financial results. The Company will have no further involvement in the key strategic decision making or operations of the divested assets. Accordingly, we have presented the results of operations of these assets in the Consolidated Financial Statements as discontinued operations, net of tax, for the current and historical periods. We have also classified the assets and liabilities of the divested assets as held for sale for the year ended December 31, 2019.

The Company received cash consideration at closing of approximately $2.3 million. No gain or loss on the sale of discontinued operations was recognized in the Consolidated Statement of Operations as it was sold to a related party. The net consideration received from the sale is recognized in the Company’s Consolidated Statements of Stockholder’s Equity. The sale also includes (i) contingent consideration based on the achievement of certain revenue and thresholds from the Call Marketplace, Local Leads Platform and the purchaser’s total business; (ii) certain contingent sale transaction consideration; (iii) shares of Class B common stock in the purchaser equal to the issuance of a 10% equity interest; and (iv) the cancellation of Company stock options for 1.5 million shares currently held by two officers of the Company who are involved in the transaction.

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 $995,000 for the year ended December 31, 2020 and are included in the Company’s Consolidated Statements of Operations, net of the related expenses, within Service costs, Sales and marketing, Product development, and General and administrative. Amounts due to the purchaser of $8.3 million are related to the cash payments received by customers of the discontinued operations and are net with amounts due from the purchaser of $7.2 million related to payments made to vendors of the discontinued operations on behalf of the purchaser during the transition period subsequent to the closing date, and are not related to the support services arrangement. The net amount of $1.1 million is included in the Company’s Consolidated Balance Sheet within Accounts payable as of December 31, 2020 .

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 Consolidated Balance Sheet as of December 31, 2020.

The Consolidated Financial Statements for the years ended December 31, 2019 and 2020 reflect the operations of the divested assets as a discontinued operation. Discontinued operations include the following:

	Years ended December 31,
	2019			2020
Revenue	$	51,643		$	40,551
Expenses:
Service costs		38,535			30,972
Sales and marketing		2,921			1,801
Product development		2,249			1,909
General and administrative		494			718
Total operating expenses		44,199			35,400
Impairment of goodwill		—			469
Income from operations		7,444			4,682
Interest expense and other, net		—			1
Loss from discontinued operations before provision for income taxes		7,444			4,681
Income tax (benefit)		(1,754	)		(1,109	)
Total income from discontinued operations	$	5,690		$	3,572

The carrying value of the assets and liabilities of the discontinued operations that are classified as held for sale in the Consolidated Balance Sheet are as follows:

	As of December 31,
	2019
Assets
Current assets:
Cash and cash equivalents	$	795
Accounts receivable, net		10,283
Prepaid expenses and other current assets		70
Total current assets held for sale		11,148
Property and equipment, net		34
Other assets, net		22
Goodwill		1,103
Total assets held for sale	$	12,307
Liabilities
Current liabilities:
Accounts payable	$	6,464
Accrued expenses and other current liabilities		932
Deferred revenue and deposits		307
Total liabilities held for sale	$	7,703

CARES Act Loans and Foreign Wage Subsidy

12 Months Ended

Dec. 31, 2020

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, 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. We expect this repayment commencement period to be in the third quarter of 2021. 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. Due to the uncertainties concerning the anticipated timing of repayment 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 Consolidated Balance Sheets.

In addition, under a foreign wage subsidy program in response to the COVID-19 pandemic, a subsidiary received approximately 415,000 in funding during the year ended December 31, 2020 that were treated as reductions of payroll expenses.

Description of Business and Summary of Significant Accounting Policies and Practices (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

(a) Description of Business and Basis of Presentation

Acquisition

Divestiture

Basis of Presentation

The Impact of COVID-19 on our Results of Operations

(b) The Impact of COVID-19 on our Results of Operations

Cash and Cash Equivalents

Fair Value of Financial Instruments

(d) Fair Value of Financial Instruments

	Years ended December 31,
	2019		2020
Level 1 Assets:
Cash	$	14,463	$	13,492
Money market funds		27,268		20,359
Total cash and cash equivalents	$	41,731	$	33,851

Accounts Receivable

(e) Accounts Receivable

Allowance for Doubtful Accounts

The allowance for doubtful accounts activity for the periods indicated is as follows (in thousands):

Balance at

beginning

of period

Charged to

costs and

expenses

Write-offs,

net of

recoveries

Balance at

end of

period

December 31, 2019

417

155

266

December 31, 2020

266

246

444

Allowance for Advertiser Credits

The allowance for advertiser credits activity for the periods indicated is as follows (in thousands):

Balance at

beginning

of period

Additions

charged

against

revenue

Credits

processed

and other

Balance at

end of

period

December 31, 2019

543

242

632

153

December 31, 2020

153

1,029

520

662

Property and Equipment

(f) Property and Equipment

Goodwill

(g) Goodwill

Impairment or Disposal of Long-Lived Assets

(h) Impairment or Disposal of Long-Lived Assets

Revenue Recognition

(i) Revenue Recognition

Service Costs

(j) Service Costs

Advertising Expenses

(k) Advertising Expenses

Product Development

(l) Product Development

Income Taxes

(m) Income Taxes

Stock-Based Compensation

(n) Stock-Based Compensation

Concentrations

(o) Concentrations

There were no customers that represented more than 10% of consolidated revenue for the years ended December 31, 2019 and 2020.

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 31,
	2019			2020
Customer A		16	%		18	%

Net Income (Loss) Per Share

(p) Net Income (Loss) Per Share

The following table presents the computation of basic net loss per share for the periods ended (in thousands, except per share amounts):

	Years ended December 31,
	2019						2020
	Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Net loss from continuing operations, net of tax	$	(1,026	)	$	(8,706	)	$	(4,233	)	$	(37,785	)
Discontinued operations, net of tax		600			5,090			360			3,212
Net loss applicable to common stockholders	$	(426	)	$	(3,616	)	$	(3,873	)	$	(34,573	)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share		4,793			40,667			4,661			41,599
Basic net income (loss) per share:
Continuing operations, net of tax	$	(0.21	)	$	(0.21	)	$	(0.91	)	$	(0.91	)
Discontinued operations, net of tax		0.12			0.12			0.08			0.08
Basic net loss per share applicable to common stockholders	$	(0.09	)	$	(0.09	)	$	(0.83	)	$	(0.83	)

The following table presents the computation of diluted net loss per share for the periods ended (in thousands, except per share amounts):

	Years ended December 31,
	2019						2020
	Class A			Class B			Class A			Class B
Diluted net loss per share:
Numerator:
Net loss from continuing operations, net of tax	$	(1,026	)	$	(8,706	)	$	(4,233	)	$	(37,785	)
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares		—			(1,026	)		—			(4,233	)
Diluted net loss from continuing operations, net of tax	$	(1,026	)	$	(9,732	)	$	(4,233	)	$	(42,018	)
Net income from discontinued operations, net of tax		600			5,090			360			3,212
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share		—			600			—			360
Diluted net income from discontinued operations, net of tax	$	600		$	5,690		$	360		$	3,572
Net loss applicable to common stockholders	$	(426	)	$	(4,042	)	$	(3,873	)	$	(38,446	)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share		4,793			40,667			4,661			41,599
Conversion of Class A to Class B common shares outstanding		—			4,793			—			4,661
Weighted average number of shares outstanding used to calculate diluted net loss per share		4,793			45,460			4,661			46,260
Diluted net loss per share:
Continuing operations, net of tax	$	(0.21	)	$	(0.21	)	$	(0.91	)	$	(0.91	)
Discontinued operations, net of tax		0.12			0.12			0.08			0.08
Diluted net loss per share applicable to common stockholders	$	(0.09	)	$	(0.09	)	$	(0.83	)	$	(0.83	)

The computation of diluted net loss per share excludes the following because their effect would be anti-dilutive (in thousands):

•

For the years ended December 31, 2019 and 2020, outstanding options to acquire 4,782 and 3,460 shares, respectively, of Class B common stock.

•

For the years ended December 31, 2019 and 2020, 1,030 and 1,007 shares of unvested Class B restricted common shares, respectively.

•

For the years ended December 31, 2019 and 2020, 756 and 617 restricted stock units, respectively.

Guarantees

(q) Guarantees

Recent Accounting Pronouncement Not Yet Effective

(r) Recent Accounting Pronouncement Not Yet Effective

Leases

Description of Business and Summary of Significant Accounting Policies and Practices (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value of Cash and Cash Equivalents

The following table provides information about the fair value of our cash and cash equivalents balance (in thousands):

	Years ended December 31,
	2019		2020
Level 1 Assets:
Cash	$	14,463	$	13,492
Money market funds		27,268		20,359
Total cash and cash equivalents	$	41,731	$	33,851

Allowance for Doubtful Accounts and Advertiser Credit Activity

The allowance for doubtful accounts activity for the periods indicated is as follows (in thousands):

Balance at

beginning

of period

Charged to

costs and

expenses

Write-offs,

net of

recoveries

Balance at

end of

period

December 31, 2019

417

155

266

December 31, 2020

266

246

444

The allowance for advertiser credits activity for the periods indicated is as follows (in thousands):

Balance at

beginning

of period

Additions

charged

against

revenue

Credits

processed

and other

Balance at

end of

period

December 31, 2019

543

242

632

153

December 31, 2020

153

1,029

520

662

Computation of Net Loss Per Share Basic and Diluted

The following table presents the computation of basic net loss per share for the periods ended (in thousands, except per share amounts):

	Years ended December 31,
	2019						2020
	Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Net loss from continuing operations, net of tax	$	(1,026	)	$	(8,706	)	$	(4,233	)	$	(37,785	)
Discontinued operations, net of tax		600			5,090			360			3,212
Net loss applicable to common stockholders	$	(426	)	$	(3,616	)	$	(3,873	)	$	(34,573	)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share		4,793			40,667			4,661			41,599
Basic net income (loss) per share:
Continuing operations, net of tax	$	(0.21	)	$	(0.21	)	$	(0.91	)	$	(0.91	)
Discontinued operations, net of tax		0.12			0.12			0.08			0.08
Basic net loss per share applicable to common stockholders	$	(0.09	)	$	(0.09	)	$	(0.83	)	$	(0.83	)

The following table presents the computation of diluted net loss per share for the periods ended (in thousands, except per share amounts):

	Years ended December 31,
	2019						2020
	Class A			Class B			Class A			Class B
Diluted net loss per share:
Numerator:
Net loss from continuing operations, net of tax	$	(1,026	)	$	(8,706	)	$	(4,233	)	$	(37,785	)
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares		—			(1,026	)		—			(4,233	)
Diluted net loss from continuing operations, net of tax	$	(1,026	)	$	(9,732	)	$	(4,233	)	$	(42,018	)
Net income from discontinued operations, net of tax		600			5,090			360			3,212
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share		—			600			—			360
Diluted net income from discontinued operations, net of tax	$	600		$	5,690		$	360		$	3,572
Net loss applicable to common stockholders	$	(426	)	$	(4,042	)	$	(3,873	)	$	(38,446	)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share		4,793			40,667			4,661			41,599
Conversion of Class A to Class B common shares outstanding		—			4,793			—			4,661
Weighted average number of shares outstanding used to calculate diluted net loss per share		4,793			45,460			4,661			46,260
Diluted net loss per share:
Continuing operations, net of tax	$	(0.21	)	$	(0.21	)	$	(0.91	)	$	(0.91	)
Discontinued operations, net of tax		0.12			0.12			0.08			0.08
Diluted net loss per share applicable to common stockholders	$	(0.09	)	$	(0.09	)	$	(0.83	)	$	(0.83	)

Accounts Receivable

Schedules of Concentration of Risk, by Risk Factor

The Company has one customer that represents more than 10% of consolidated accounts receivable. The outstanding receivable balance for this customer is as follows (in percentages):

	At December 31,
	2019			2020
Customer A		16	%		18	%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following (in thousands):

	Years ended December 31,
	2019⁽¹⁾			2020⁽¹⁾
Computer and other related equipment	$	19,274		$	13,278
Purchased and internally developed software		2,055			2,058
Furniture and fixtures		1,033			1,271
Leasehold improvements		1,737			1,737
	$	24,099		$	18,344
Less: accumulated depreciation and amortization		(21,104	)		(15,597	)
Property and equipment, net	$	2,995		$	2,747

(1)	Includes the original cost of fully-depreciated fixed assets which were $19.6 million and $ 13.6 million at December 31, 2019 and 2020, respectively.

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information

Lease cost recognized in the Company’s Consolidated Statements of Operations and other information is summarized as follows (in thousands):

	Years ended December 31,
	2019			2020
Operating lease cost	$	1,703		$	1,700
Short-term operating lease cost (1)		118			46
Total operating lease cost		1,821			1,746
Other information:
Weighted-average remaining lease term - operating leases	5.2 years			2.8 years
Weighted-average discount rate - operating leases (2)		5.0	%		4.8	%

	(1)	The Company elected the practical expedient permitted in ASC Topic 842. As such, its short-term operating lease in Wichita, Kansas is not recognized as a liability on the Company’s balance sheet as of December 31, 2019. The Company recognizes short-term operating lease costs on a straight-line basis.
	(2)	The discount rate used to compute the present value of total lease liabilities as of December 31, 2019 and 2020 and 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 or implementation date of ASC 842 on January 1, 2019.

Schedule of Operating Lease Liabilities

As of December 31, 2020, the Company’s operating lease liabilities were as follows (in thousands):

	Total
Gross future operating lease payments	$	5,328
Less: imputed interest		(365	)
Present value of total operating lease liabilities		4,963
Less: current portion of operating lease liabilities		(1,827	)
Total long-term operating lease liabilities	$	3,136

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Future Minimum Payments

Future minimum payments are approximately as follows (in thousands):

	Facilities operating leases		Other contractual obligations		Total
2021		1,913		1,844		3,757
2022		1,871		260		2,131
2023		1,161		30		1,191
2024		209		—		209
2025 and after		174		—		174
Total minimum payments	$	5,328	$	2,134	$	7,462
(1) For additional information regarding the Company's facilities operating leases, see Note 3. Leases of the Notes to Consolidated Financial Statements for further discussion.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Loss from Continuing Operations Before Provision for Income Taxes

The components of loss from continuing operations before provision for income taxes consist of the following (in thousands):

	Years ended December 31,
	2019			2020
United States	$	(12,619	)	$	(38,622	)
Foreign		(589	)		(5,313	)
Loss from continuing operations before provision for income taxes	$	(13,208	)	$	(43,935	)

Provision for Income Taxes

The provision for income taxes for the Company’s continuing operations consists of the following (in thousands):

	Years ended December 31,
	2019			2020
Current federal provision
Federal	$	—		$	—
State		—			21
Deferred provision (benefit)
Federal		(2,531	)		(901	)
State		(397	)		(153	)
Foreign		(548	)		(884	)
Total income tax benefit	$	(3,476	)	$	(1,917	)

Computation of Income Tax Benefit from Continuing Operations Using Federal Statutory Rate

	Years ended December 31,
	2019			2020
Income tax benefit at U.S. statutory rate	$	(2,771	)	$	(9,226	)
State taxes, net of valuation allowance		(314	)		(103	)
Stock-based compensation (1)		75			154
Valuation allowance		306			7,427
Foreign tax differential		(101	)		(1,124	)
Tax credits		(279	)		(167	)
Impairment		—			1,410
Acquisition/accretion benefits		(428	)		(250	)
Meals and entertainment		59			1
Other expenses		(23	)		(39	)
Total income tax benefit	$	(3,476	)	$	(1,917	)

(1)

Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation.

Schedule of Deferred Tax Assets and Liabilities

	Years ended December 31,
	2019			2020
Deferred tax assets:
Accrued liabilities not currently deductible	$	381		$	651
Intangible assets- excess of financial statement over tax amortization		139			982
Goodwill recognized on financial statements in excess of tax amortization		601			(18	)
Stock-based compensation		2,033			2,524
Federal net operating and capital losses		3,499			21,531
State, local and foreign net operating and capital loss carryforwards		7,133			12,325
Research & experimental tax and other credit carryforwards		4,129			4,640
Lease liability		1,899			1,250
Other		912			735
Gross deferred tax assets		20,726			44,620
Valuation allowance		(19,126	)		(43,314	)
Net deferred tax assets	$	1,600		$	1,306
Deferred tax liabilities:
Intangible assets-excess of tax over financial statement amortization		(1,044	)		(532	)
Right-of-use lease asset		(1,537	)		(930	)
Net deferred tax liabilities	$	(981	)	$	(156	)

Summary of Activity Related to Tax Contingencies Recorded As an Offset to Deferred Tax Assets

The following table summarizes activity related to tax contingencies from January 1, 2019 to December 31, 2020 which are recorded as an offset to deferred tax assets (in thousands):

Gross tax contingencies—January 1, 2019	$	1,158
Gross increases to tax positions associated with prior periods		—
Gross increases to current period tax positions		110
Gross decreases to tax positions associated with prior periods		—
Settlements		—
Lapse of statute of limitations		—
Gross tax contingencies—December 31, 2019		1,268
Gross increases to tax positions associated with prior periods		—
Gross increases to current period tax positions		97
Gross decreases to tax positions associated with prior periods		—
Settlements		—
Lapse of statute of limitations		—
Gross tax contingencies—December 31, 2020	$	1,365

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation Expense Included in Operating Expense

Stock-based compensation expense was included in the following operating expense categories (in thousands):

	Years ended December 31,
	2019		2020
Service costs	$	113	$	36
Sales and marketing		469		1,041
Product development		233		358
General and administrative		2,000		2,172
Total stock-based compensation	$	2,815	$	3,607

Assumptions to Estimate Fair Value for Stock Options at Grant Date

The following assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated:

	Years ended December 31,
	2019	2020
Expected life (in years)	4.00-6.25	4.00-6.25
Risk-free interest rate	1.57% - 2.22%	0.17% - 1.22%
Expected volatility	39% to 50%	46% - 54%
Weighted average expected volatility	38%	52%

Stock Option, Restricted Stock Award, and Restricted Stock Unit Activity

Stock option, restricted stock award, and restricted stock unit activity during the period is as follows:

	Options and Restricted Stock available for grant (in thousands)			Number of options outstanding (in thousands)			Weighted average exercise price of options		Weighted average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Balance at December 31, 2019		11,566			4,782		$	4.80		5.82	$	1,585
Increase to pool January 1, 2020		2,214			—
Options granted		(760	)		760		$	2.29
Restricted stock granted		(560	)		—
Restricted stock forfeited		21			—
Options exercised		—			—
Options cancelled		1,472			(1,472	)		5.81
Options expired		477			(477	)	$	5.12
Options forfeited		133			(133	)	$	3.48
Balance at December 31, 2020		14,563			3,460		$	3.82		6.50	$	27
Options exercisable at December 31, 2020					1,934		$	4.51		5.10	$	—

Information related to stock compensation activity during the period indicated is as follows:

	Years ended December 31,
	2019		2020
Weighted average fair value of options granted	$	1.62	$	1.08
Intrinsic value of options exercised (in thousands)	$	496	$	-
Total grant date fair value of restricted stock vested (in thousands)	$	1,545	$	2,666

Summary of Restricted Stock Awards and Restricted Stock Units

Restricted stock awards and restricted stock unit activity during the period is as follows:

	Shares/ Units (in thousands)			Weighted Average Grant Date Fair Value
Unvested at December 31, 2019		1,786		$	3.70
Granted		560			2.26
Vested		(693	)		3.79
Forfeited		(21	)		2.72
Unvested at December 31, 2020		1,632			3.18

Segment Reporting and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Revenues by Geographic Region

Revenues by geographic region are as follows:

	Years ended December 31,
	2019			2020
United States		97	%		98	%
Canada		3	%		2	%
Other countries	*			*
		100	%		100	%

*	Less than 1% of revenue

Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

Business Acquisition [Line Items]

Summary of Estimated Fair Value of Acquisition-Related Liabilities

The following summarizes the changes in the estimated fair value of acquisition-related liabilities (in thousands):

Acquisition-related liabilities (Level 3):
Balance at December 31, 2018 (1):	$	1,509
Contingent consideration - Sonar acquisition (2)		1,016
Change in fair value (3)		(941	)
Balance at December 31, 2019	$	1,584
Change in fair value (3)		(1,584	)
Total acquisition-related liabilities as of December 31, 2020 (4):	$	—
(1) The balance at December 31, 2018 related to contingent consideration specific to the Telmetrics acquisition in 2018.
(2) In connection with the Sonar acquisition, the Company recognized contingent consideration during the year ended December 31, 2019 of approximately $1.0 million in fair value. As of December 31, 2019, the amount recognized for the contingent consideration arrangement, the range of outcomes, and the assumptions used to develop the estimate had not changed.
(3) During the year ended December 31, 2019 and 2020, the Company recognized a net change in fair value of the contingent consideration of approximately $941,000 and $1.6 million, and the change is recorded on the income statement in acquisition-related costs (benefit). The net change in fair value was primarily due to a change in the assumptions used in the original estimate of the liability.
(4) There were not transfers between levels during the periods presented.

Sonar Acquisition

Business Acquisition [Line Items]

Summary of Consideration for Acquisition

A summary of the consideration for the acquisition is as follows (in thousands):

Cash	$	8,496
Fair value of equity consideration		3,803
Future consideration		1,016
Total	$	13,315

Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following summarizes the estimated fair value of the assets acquired and the liabilities assumed at the acquisition date (in thousands):

Cash and cash equivalents	$	480
Accounts receivable		141
Prepaid expenses and other current assets		42
Property and equipment		25
Identifiable intangible assets		5,052
Liabilities assumed		(171	)
Deferred tax liabilities		(1,184	)
Net assets acquired		4,385
Goodwill		8,930
Total	$	13,315

Summary of Unaudited Pro Forma Financial Information

The amount of Sonar revenue and the amount of net loss included in the Company’s Consolidated Statements of Operations from the acquisition date for the year ended December 31, 2019 was not significant.

	(Unaudited)
	(in thousands)
	Year ended December 31, 2019
Revenue	$	56,704
Net loss applicable to common stockholders		(4,838	)

Identifiable Intangible Assets from Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Identifiable Intangible Assets from Acquisitions

Identifiable intangible assets from acquisitions consisted of the following (in thousands):

	As of December 31, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	13,018	$	(2,784	)	$	10,234
Technologies		9,369		(2,252	)		7,117
Non-compete agreements		3,409		(1,628	)		1,781
Tradenames		734		(381	)		353
Total identifiable intangible assets from acquisitions	$	26,530	$	(7,045	)	$	19,485

	As of 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

Goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the year ended December 31, 2020 are as follows (in thousands):

Balance as of December 31, 2019	$	32,330
Adjustment to goodwill⁽¹⁾		(84	)
Impairment of goodwill⁽²⁾		(14,688	)
Balance as of December 31, 2020	$	17,558
(1) Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $84,000 during the year ended December 31, 2020.
(2) The impairment is recorded on the Company's Consolidated Statement of Operations within Impairment of goodwill.

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2020

Discontinued Operations And Disposal Groups [Abstract]

Schedule of Divested Assets Discontinued Operations

	Years ended December 31,
	2019			2020
Revenue	$	51,643		$	40,551
Expenses:
Service costs		38,535			30,972
Sales and marketing		2,921			1,801
Product development		2,249			1,909
General and administrative		494			718
Total operating expenses		44,199			35,400
Impairment of goodwill		—			469
Income from operations		7,444			4,682
Interest expense and other, net		—			1
Loss from discontinued operations before provision for income taxes		7,444			4,681
Income tax (benefit)		(1,754	)		(1,109	)
Total income from discontinued operations	$	5,690		$	3,572

Schedule of Carrying Value of the Assets and Liabilities of the Discontinued Operations

The carrying value of the assets and liabilities of the discontinued operations that are classified as held for sale in the Consolidated Balance Sheet are as follows:

	As of December 31,
	2019
Assets
Current assets:
Cash and cash equivalents	$	795
Accounts receivable, net		10,283
Prepaid expenses and other current assets		70
Total current assets held for sale		11,148
Property and equipment, net		34
Other assets, net		22
Goodwill		1,103
Total assets held for sale	$	12,307
Liabilities
Current liabilities:
Accounts payable	$	6,464
Accrued expenses and other current liabilities		932
Deferred revenue and deposits		307
Total liabilities held for sale	$	7,703

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail) shares in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) Entity shares	Dec. 31, 2019 USD ($) shares
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Percentage of equity interest	10.00%
Maximum exposure to loss in significant unconsolidated VIEs, equity investments	$ 341,000,000
Property and equipment, estimated useful lives	3 years
Goodwill	$ 17,558,000	$ 32,330,000
Revenue recognized	932,000	1,500,000
Allowances for advertiser credits	206,000	274,000
Deferred revenue	$ 1,400,000	866,000
Revenue, Practical expedient description terms	The majority of the Company’s total revenue is derived from contracts that include consideration that is variable in nature. The variable elements of these contracts primarily include the number of transactions (for example, the number qualified phone calls). For contracts with an effective term greater than one year, the Company applies the standard’s practical expedient that permits the exclusion of disclosure of the value of unsatisfied performance obligations for these contracts as the Company’s right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. A term for purposes of these contracts has been estimated at 24 months. In addition, the Company applies the standard’s optional exemption to disclose information about performance obligations for contracts that have original expected terms of one year or less
Advertising costs	$ 1,300,000	$ 1,500,000
Number of financial institution \| Entity	2
Equity Option \| Class B
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares \| shares	3,460	4,782
Restricted Stock \| Class B
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares \| shares	1,007	1,030
Restricted Stock Units
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Anti-dilutive shares \| shares	617	756
Customer Relationships
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Estimated life	24 months
Customer Contracts
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Deferred contract costs, net	$ 167,000	$ 287,000
Amortization associated with deferred contract costs	$ 989,000	$ 688,000
Maximum \| Customer Contracts
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Threshold amortization period when company obtains a contact	1 year
Leasehold Improvements \| Minimum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Property and equipment, estimated useful lives	5 years
Leasehold Improvements \| Maximum
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Property and equipment, estimated useful lives	8 years

Fair Value of Cash and Cash Equivalents (Detail) - Level 1 [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total cash and cash equivalents	$ 33,851	$ 41,731
Cash
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total cash and cash equivalents	13,492	14,463
Mutual Fund
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total cash and cash equivalents	$ 20,359	$ 27,268

Allowance for Doubtful Accounts Activity (Detail) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance at beginning of period	$ 266	$ 417
Charged to costs and expenses	246	4
Write-offs, net of recoveries	68	155
Balance at end of period	$ 444	$ 266

Allowance for Advertiser Credits Activity (Detail) - Allowances for Advertiser Credits [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Allowance for Advertiser Credits [Abstract]
Balance at beginning of period	$ 153	$ 543
Additions charged against revenue	1,029	242
Credits processed and other	520	632
Balance at end of period	$ 662	$ 153

Description of Business and Summary of Significant Accounting Policies and Practices - Additional Information (Detail 1)	Dec. 31, 2020
Maximum \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01
Description Of Business And Summary Of Significant Accounting Policies And Practices [Line Items]
Performance obligations for contracts, effective term	1 year

Schedules of Concentration of Risk Based on Consolidated Revenue (Detail)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Customer Concentration Risk \| Revenue \| Advertiser A [Member]
Concentration Risk [Line Items]
Customer A	18.00%	16.00%

Computation of Net Loss Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss applicable to common stockholders	$ (38,446)	$ (4,042)
Class A
Numerator:
Net loss from continuing operations, net of tax	(4,233)	(1,026)
Discontinued operations, net of tax	360	600
Net loss applicable to common stockholders	(3,873)	(426)
Diluted net loss from continuing operations, net of tax	(4,233)	(1,026)
Diluted net income from discontinued operations, net of tax	360	600
Net loss applicable to common stockholders	$ (3,873)	$ (426)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share	4,661	4,793
Weighted average number of shares outstanding used to calculate diluted net loss per share	4,661	4,793
Basic net income (loss) per share:
Continuing operations	$ (0.91)	$ (0.21)
Discontinued operations, net of tax	0.08	0.12
Basic net loss per share applicable to common stockholders	(0.83)	(0.09)
Diluted net loss per share:
Continuing operations, net of tax	(0.91)	(0.21)
Discontinued operations, net of tax	0.08	0.12
Diluted net loss per share applicable to common stockholders	$ (0.83)	$ (0.09)
Class B
Numerator:
Net loss from continuing operations, net of tax	$ (37,785)	$ (8,706)
Discontinued operations, net of tax	3,212	5,090
Net loss applicable to common stockholders	(34,573)	(3,616)
Reallocation of net income (loss) for Class A shares as a result of conversion of Class A to Class B shares	(4,233)	(1,026)
Diluted net loss from continuing operations, net of tax	(42,018)	(9,732)
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B share	360	600
Diluted net income from discontinued operations, net of tax	3,572	5,690
Net loss applicable to common stockholders	$ (38,446)	$ (4,042)
Denominator:
Weighted average number of shares outstanding used to calculate basic net loss per share	41,599	40,667
Conversion of Class A to Class B common shares outstanding	4,661	4,793
Weighted average number of shares outstanding used to calculate diluted net loss per share	46,260	45,460
Basic net income (loss) per share:
Continuing operations	$ (0.91)	$ (0.21)
Discontinued operations, net of tax	0.08	0.12
Basic net loss per share applicable to common stockholders	(0.83)	(0.09)
Diluted net loss per share:
Continuing operations, net of tax	(0.91)	(0.21)
Discontinued operations, net of tax	0.08	0.12
Diluted net loss per share applicable to common stockholders	$ (0.83)	$ (0.09)

Property and Equipment (Detail) - USD ($)
$ in Thousands

Dec. 31, 2020

Dec. 31, 2019

Less: accumulated depreciation and amortization

^[1]

$ 18,344

$ 24,099

^[1]

(15,597)

(21,104)

Property and equipment, net

^[1]

2,747

2,995

Computer and Other Related Equipment

Purchased and Internally Developed Software

^[1]

13,278

19,274

^[1]

2,058

2,055

Furniture and Fixtures

^[1]

1,271

1,033

Leasehold Improvements

^[1]

$ 1,737

[1]	Includes the original cost of fully-depreciated fixed assets which were $19.6 million and $ 13.6 million at December 31, 2019 and 2020, respectively.

Property and Equipment (Parenthetical) (Detail) - USD ($)
$ in Thousands

Dec. 31, 2020

Dec. 31, 2019

Fully Depreciated Fixed Assets

^[1]

$ 18,344

$ 24,099

Short-term operating lease cost

$ 13,600

$ 19,600

[1]	Includes the original cost of fully-depreciated fixed assets which were $19.6 million and $ 13.6 million at December 31, 2019 and 2020, respectively.

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Abstract]
Depreciation and amortization expense	$ 1.6	$ 1.5

Leases - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Leases - Additional Information (Detail) - USD ($)	Apr. 30, 2019	Sep. 30, 2019	Mar. 31, 2018	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019	Apr. 30, 2018
Lessee Lease Description [Line Items]
Operating lease liabilities				$ 4,963,000
ROU assets				$ 3,744,000	$ 5,801,000
Lease expiration date				Mar. 31, 2025
Payments for lease termination fee				$ 671,000
Contribution as credit against lease payments				$ 180,000
Contribution from lessor as reimbursement towards leasehold improvements		$ 180,000
Payments towards leasehold improvements			$ 373,000
Letter of credit amount payable							$ 575,000
Reduction in letters of credit	$ 100,000
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 term (in months)				66 months
Lease agreement description				The Company commenced a new lease for an office space in Wichita, Kansas in June 2020 which continues for a period of 66 months with an option to extend the term for two additional periods of three years each.
Letter of Credit \| Certificates of Deposit \| Other Noncurrent Assets
Lessee Lease Description [Line Items]
Letters of credit outstanding amount					$ 575,000
ASC 842
Lessee Lease Description [Line Items]
Operating lease liabilities						$ 8,700,000
ROU assets						$ 7,400,000

Leases - Schedule of Lease Cost Recognized in Consolidated Statement of Operations and Other Information (Detail) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Lease Cost [Abstract]

Operating lease cost

$ 1,700

$ 1,703

^[1]

118

Total operating lease cost

$ 1,746

$ 1,821

Other information:

Weighted-average remaining lease term - operating leases

2 years 9 months 18 days

5 years 2 months 12 days

Weighted-average discount rate - operating leases

^[2]

4.80%

5.00%

[1]	The Company elected the practical expedient permitted in ASC Topic 842. As such, its short-term operating lease in Wichita, Kansas is not recognized as a liability on the Company’s balance sheet as of December 31, 2019. The Company recognizes short-term operating lease costs on a straight-line basis.
[2]	The discount rate used to compute the present value of total lease liabilities as of December 31, 2019 and 2020 and 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 or implementation date of ASC 842 on January 1, 2019.

Leases - Schedule of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Operating Leases Future Minimum Payments Due [Abstract]
Gross future operating lease payments	$ 5,328
Less: imputed interest	(365)
Present value of total operating lease liabilities	4,963
Less: current portion of operating lease liabilities	(1,827)	$ (1,500)
Total long-term operating lease liabilities	$ 3,136	$ 5,664

Future Minimum Payments (Detail) $ in Thousands	Dec. 31, 2020 USD ($)
Contractual Obligation Fiscal Year Maturity Schedule [Abstract]
Facilities operating leases 2021	$ 1,913
Facilities operating leases 2022	1,871
Facilities operating leases 2023	1,161
Facilities operating leases 2024	209
Facilities operating leases 2025 and after	174
Facilities operating leases Total minimum payments	5,328
Other contractual obligations 2021	1,844
Other contractual obligations 2022	260
Other contractual obligations 2023	30
Other contractual obligations 2024	0
Other contractual obligations 2025 and after	0
Other contractual obligations, Total minimum payments	2,134
Total 2021	3,757
Total 2022	2,131
Total 2023	1,191
Total 2024	209
Total 2025 and after	174
Total minimum payments	$ 7,462

Loss from Continuing Operations Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (38,622)	$ (12,619)
Foreign	(5,313)	(589)
Loss from continuing operations before provision for income taxes	$ (43,935)	$ (13,208)

Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current federal provision
State	$ 21
Deferred provision (benefit)
Federal	(901)	$ (2,531)
State	(153)	(397)
Foreign	(884)	(548)
Total income tax benefit	$ (1,917)	$ (3,476)

Income tax benefit at U.S. statutory rate

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Computation of Income Tax Benefit from Continuing Operations Using Federal Statutory Rate (Detail) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Income Tax Disclosure [Abstract]

$ (9,226)

$ (2,771)

State taxes, net of valuation allowance

(103)

(314)

Stock-based compensation

^[1]

154

Valuation allowance

7,427

306

Foreign tax differential

(1,124)

(101)

Tax credits

(167)

(279)

Impairment

1,410

Acquisition/accretion benefits

(250)

(428)

Meals and entertainment

Other expenses

(39)

(23)

Total income tax benefit

$ (1,917)

$ (3,476)

[1]	Includes non-deductible stock-based compensation and excess tax benefits and shortfalls from stock-based compensation.

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax [Line Items]
U.S. federal income tax rates	21.00%	21.00%
Federal and state net operating and capital losses	$ 16,300
Valuation allowance	43,314	$ 19,126
Change in the valuation allowance	24,200	$ (15,900)
Federal
Income Tax [Line Items]
Net operating loss carryforwards	$ 102,500
Net operating loss carryforwards expiration year	2032
Research and Development Tax Credit
Income Tax [Line Items]
Net operating loss carryforwards	$ 4,500
Net operating loss carryforwards expiration year	2029
State and City
Income Tax [Line Items]
Net operating loss carryforwards	$ 147,300
Net operating loss carryforwards expiration year	2023

Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Accrued liabilities not currently deductible	$ 651	$ 381
Intangible assets- excess of financial statement over tax amortization	982	139
Goodwill recognized on financial statements in excess of tax amortization	(18)	601
Stock-based compensation	2,524	2,033
Federal net operating and capital losses	21,531	3,499
State, local and foreign net operating and capital loss carryforwards	12,325	7,133
Research & experimental tax and other credit carryforwards	4,640	4,129
Lease liability	1,250	1,899
Other	735	912
Gross deferred tax assets	44,620	20,726
Valuation allowance	(43,314)	(19,126)
Net deferred tax assets	1,306	1,600
Deferred tax liabilities:
Intangible assets-excess of tax over financial statement amortization	(532)	(1,044)
Right-of-use lease asset	(930)	(1,537)
Net deferred tax liabilities	$ (156)	$ (981)

Summary of Activity Related to Tax Contingencies Recorded As an Offset to Deferred Tax Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Gross tax contingencies, beginning balance	$ 1,268	$ 1,158
Gross increases to tax positions associated with prior periods	0	0
Gross increases to current period tax positions	97	110
Gross decreases to tax positions associated with prior periods	0	0
Settlements	0	0
Lapse of statute of limitations	0	0
Gross tax contingencies, ending balance	$ 1,365	$ 1,268

Stockholders Equity - Additional Information (Detail)	1 Months Ended		12 Months Ended
Stockholders Equity - Additional Information (Detail)	Dec. 31, 2019 USD ($) shares	Nov. 30, 2018 USD ($) shares	Dec. 31, 2020 USD ($) Vote $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Jan. 01, 2020 shares	Jan. 01, 2019 shares	Jan. 01, 2017 shares	Nov. 30, 2014 shares
Shareholders Equity And Share Based Payments [Line Items]
Preferred stock, shares authorized			1,000,000
Common stock, shares authorized	137,500,000		137,500,000	137,500,000
Preferred stock, par value \| $ / shares			$ 0.01
Options granted with exercise prices less than current market value, Shares			0	0
Income tax benefit related to stock-based compensation included in net loss \| $			$ 0	$ 0
Options forfeited			133,000
Unrecognized stock option compensation not yet recognized \| $			$ 1,400,000
Proceed from exercise of stock option \| $			$ 0	$ 1.8
Stock purchased by eligible employee			41,987
Equity Option
Shareholders Equity And Share Based Payments [Line Items]
Unrecognized compensation cost, weighted average recognition period			2 years 10 months 24 days
Restricted Stock
Shareholders Equity And Share Based Payments [Line Items]
Unrecognized compensation cost, weighted average recognition period			3 years 8 months 12 days
Unrecognized compensation expense \| $			$ 3,000,000.0
Stock Incentive Plan 2012
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, annual increase as a percentage of outstanding common stock			5.00%
Stock incentive plan, options term			10 years
Stock incentive plan, options annual vesting percentage			25.00%
Stock incentive plan, vesting period			4 years
Stock Incentive Plan 2012 \| Restricted Stock Units
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, options annual vesting percentage			25.00%
Stock incentive plan, vesting period			4 years
Employee Stock Purchase Plan Twenty Fourteen
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized			225,000
Percentage of compensation eligible for purchase of stock			15.00%
Maximum value of stock employee is permitted to purchase in any calendar year \| $			$ 25,000
Stock purchased by eligible employee				12,200
Maximum
Shareholders Equity And Share Based Payments [Line Items]
Stock purchased by eligible employee, price per share \| $ / shares			$ 2.01
Maximum \| Stock Incentive Plan 2012
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized							22,214,886
Maximum \| Stock Incentive Plan 2012 \| Equity Option
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized			3,500,000
Maximum \| Employee Stock Purchase Plan Twenty Fourteen
Shareholders Equity And Share Based Payments [Line Items]
Stock purchased by eligible employee, price per share \| $ / shares				$ 4.49
Minimum
Shareholders Equity And Share Based Payments [Line Items]
Stock purchased by eligible employee, price per share \| $ / shares			$ 1.38
Minimum \| Stock Incentive Plan 2012
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized					2,056,116	2,213,550
Minimum \| Employee Stock Purchase Plan Twenty Fourteen
Shareholders Equity And Share Based Payments [Line Items]
Stock purchased by eligible employee, price per share \| $ / shares				$ 2.982
Callcap Acquisition
Shareholders Equity And Share Based Payments [Line Items]
Business acquisition, percentage of voting interests acquired		100.00%
Cash paid for business acquisition \| $		$ 25,000,000
Sonar Acquisition
Shareholders Equity And Share Based Payments [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%			100.00%
Cash paid for business acquisition \| $	$ 8,496,000
Two Officers
Shareholders Equity And Share Based Payments [Line Items]
Options forfeited			1,500,000
Class B
Shareholders Equity And Share Based Payments [Line Items]
Common stock, shares authorized	125,000,000		125,000,000	125,000,000
Votes per share \| Vote			1
Number of shares authorized to be repurchased								3,000,000
Treasury stock acquired, shares				90,000
Treasury stock acquired, value \| $				$ 900,000
Treasury stock repurchased \| $ / shares				$ 0.01
Total Share Repurchase Amount \| $			$ 10,800,000
Total Number of Shares Repurchased			5,000,000
Class B \| Employee Stock Purchase Plan Twenty Fourteen
Shareholders Equity And Share Based Payments [Line Items]
Common stock purchase price as a percentage of fair value			95.00%
Class B \| Maximum \| Stock Incentive Plan 2012
Shareholders Equity And Share Based Payments [Line Items]
Stock incentive plan, shares authorized			2,000,000
Class B \| Callcap Acquisition
Shareholders Equity And Share Based Payments [Line Items]
Stock issued during the period, shares		3,400,000
Common stock issuance period		4 years
Class B \| Sonar Acquisition
Shareholders Equity And Share Based Payments [Line Items]
Stock issued during the period, shares	1,000,000.0
Common stock issuance period	3 years
Class B \| Sonar Acquisition \| Maximum
Shareholders Equity And Share Based Payments [Line Items]
Future earnout consideration, shares	389,000			389,000
Class B \| Edenbrook Capital LLC [Member]
Shareholders Equity And Share Based Payments [Line Items]
Tender Offer Completed For Purchase of Share			10,000,000
Tender Offer Completed Value Per Share \| $ / shares			$ 2.15
Class A
Shareholders Equity And Share Based Payments [Line Items]
Common stock, shares authorized	12,500,000		12,500,000	12,500,000
Votes per share \| Vote			25

Stock-based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 3,607	$ 2,815
Service Costs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	36	113
Sales and Marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	1,041	469
Product Development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	358	233
General and Administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation	$ 2,172	$ 2,000

Assumptions to Estimate Fair Value for Stock Options at Grant Date (Detail) - Time Vested Stock Options	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	0.17%	1.57%
Risk-free interest rate, maximum	1.22%	2.22%
Expected volatility, minimum	46.00%	39.00%
Expected volatility, maximum	54.00%	50.00%
Weighted average expected volatility	52.00%	38.00%
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, Restricted Stock Award, and Restricted Stock Unit Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options and restricted stock available for grant, Beginning Balance	11,566,000
Options and restricted stock available for grant, increase to pool		2,214,000
Options granted	(760,000)
Options cancelled	1,472,000
Options expired	477,000
Options forfeited	133,000
Options and restricted stock available for grant, Ending Balance	14,563,000	11,566,000
Options exercisable at December 31, 2020	1,934,000
Number of shares, Beginning Balance	4,782,000
Options granted, Shares	760,000
Options cancelled, Shares	(1,472,000)
Options expired, Shares	(477,000)
Options forfeited, Shares	(133,000)
Number of shares, Ending Balance	3,460,000	4,782,000
Weighted average exercise price, Beginning Balance	$ 4.80
Options granted, Weighted average exercise price	2.29
Options cancelled, Weighted average exercise price	5.81
Options expired, Weighted average exercise price	5.12
Options forfeited, Weighted average exercise price	3.48
Weighted average exercise price, Ending Balance	3.82	$ 4.80
Options exercisable at December 31, 2020	$ 4.51
Weighted average remaining contractual term	6 years 6 months	5 years 9 months 25 days
Weighted average remaining contractual term, Options exercisable at December 31, 2019	5 years 1 month 6 days
Aggregate intrinsic value, Outstanding	$ 27	$ 1,585
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock granted	(560,000)
Restricted stock forfeited	21,000

Stock Compensation Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of options granted	$ 1.08	$ 1.62
Intrinsic value of options exercised (in thousands)		$ 496
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total grant date fair value of restricted stock vested (in thousands)	$ 2,666	$ 1,545

Summary Restricted Stock Awards and Restricted Stock Units Activity (Detail) - Restricted Stock	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Shares, Beginning Balance \| shares	1,786,000
Granted, Shares \| shares	560,000
Vested, Shares \| shares	(693,000)
Forfeited, Shares \| shares	(21,000)
Unvested Shares, Ending Balance \| shares	1,632,000
Weighted average grant date fair value, Beginning Balance \| $ / shares	$ 3.70
Granted, Weighted average grant date fair value \| $ / shares	2.26
Vested, Weighted average grant date fair value \| $ / shares	3.79
Forfeited, Weighted average grant date fair value \| $ / shares	2.72
Weighted average grant date fair value, Ending Balance \| $ / shares	$ 3.18

401(k) Savings Plan - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Postemployment Benefits [Abstract]
Cash Contributions	$ 230,000	$ 228,000

Segment Reporting and Geographic Information - Additional Information (Detail) - Segment	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting [Abstract]
Number of operating segments	1	1

Revenues by Geographic Region (Detail) - Geographic Concentration Risk - Revenue

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

100.00%

United States

98.00%

97.00%

Canada

2.00%

3.00%

Other Countries

Goodwill And Intangible Assets Disclosure [Abstract]

^[1]

0.00%

[1]	Less than 1% of revenue

Acquisition - Additional Information (Detail) - Sonar Acquisition - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%		100.00%
Cash paid for business acquisition	$ 8,496
Indemnification obligations period	12 months
Identifiable intangible assets		$ 5,052
Weighted average useful life		4 years 7 months 6 days
Finite-lived intangible assets, amortization method		straight-line method
Maximum
Business Acquisition [Line Items]
Stock Issued During Period Shares Acquisitions	389,000
Acquired identifiable intangible assets amortization period		60 months
Minimum
Business Acquisition [Line Items]
Stock Issued During Period Shares Acquisitions	0
Acquired identifiable intangible assets amortization period		24 months
Class B
Business Acquisition [Line Items]
Stock Issued During Period Shares Acquisitions	389,000
Contingent consideration, description			Up to 389,000 shares of Class B common stock based upon the achievement of certain financial target goals.
Common stock issued value acquisitions deferred	$ 3,800
Stock issued during the period, shares	1,000,000.0
Common stock issuance period	3 years
Class B \| Maximum
Business Acquisition [Line Items]
Stock Issued During Period Shares Acquisitions	389,000

Acquisition - Summary of Consideration for Acquisition (Detail) - Sonar Acquisition $ in Thousands	1 Months Ended
	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Cash	$ 8,496
Fair value of equity consideration	3,803
Future consideration	1,016
Total	$ 13,315

Acquisition - Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 17,558	$ 32,330
Sonar Acquisition
Business Acquisition [Line Items]
Cash and cash equivalents	480
Accounts receivable	141
Prepaid expenses and other current assets	42
Property and equipment	25
Identifiable intangible assets	5,052
Liabilities assumed	(171)
Deferred tax liabilities	(1,184)
Net assets acquired	4,385
Goodwill	8,930
Total	$ 13,315

Acquisition - Summary of Estimated Fair Value of Acquisition-Related Liabilities (Detail) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Change in fair value		$ (941,000)	$ (941,000)
Sonar Acquisition
Business Acquisition [Line Items]
Contingent consideration	$ 1,016,000
(Level 3)
Business Acquisition [Line Items]
Balance		1,584,000	1,509,000
Change in fair value		$ (1,584,000)	(941,000)
Balance	$ 1,584,000		1,584,000
(Level 3) \| Sonar Acquisition
Business Acquisition [Line Items]
Contingent consideration			$ 1,016,000

Acquisition - Summary of Consideration for Acquisition (Detail) (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Change in fair value	$ 941,000	$ 941,000
Acquisition related liabilities	$ 1,600,000	1,600,000
Sonar Acquisition
Business Acquisition [Line Items]
Fair value of contingent consideration		$ 1,000,000.0

Acquisition - Summary of Unaudited Proforma Financial Information (Detail) - Sonar Acquisition $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Revenue	$ 56,704
Net loss applicable to common stockholders	$ (4,838)

Identifiable Intangible Assets from Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Pre-tax non-cash impairment totaling	$ 4,959
Amortization of intangible assets from acquisitions	5,331	$ 6,263
Estimated amortization expense in 2021	4,900
Estimated amortization expense in 2022	1,900
Estimated amortization expense in 2023	1,800
Estimated amortization expense in 2024	602,000,000
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Pre-tax non-cash impairment totaling	$ 3,430
Weighted average useful life	5 years
Technologies
Finite Lived Intangible Assets [Line Items]
Pre-tax non-cash impairment totaling	$ 1,062
Weighted average useful life	4 years
Tradenames
Finite Lived Intangible Assets [Line Items]
Pre-tax non-cash impairment totaling	$ 121
Weighted average useful life	2 years
Non-compete Agreements
Finite Lived Intangible Assets [Line Items]
Pre-tax non-cash impairment totaling	$ 346
Non-compete Agreements \| Minimum
Finite Lived Intangible Assets [Line Items]
Weighted average useful life	1 year
Non-compete Agreements \| Maximum
Finite Lived Intangible Assets [Line Items]
Weighted average useful life	3 years

Identifiable Intangible Assets from Acquisitions - Summary of Identifiable Intangible Assets from Acquisitions (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Acquired Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 26,530	$ 26,530
Accumulated Amortization	(12,375)	(7,045)
Net Carrying Amount	9,196	19,485
Impairment	(4,959)
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	13,018	13,018
Accumulated Amortization	(4,693)	(2,784)
Net Carrying Amount	4,895	10,234
Impairment	(3,430)
Technologies
Acquired Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,369	9,369
Accumulated Amortization	(4,731)	(2,252)
Net Carrying Amount	3,576	7,117
Impairment	(1,062)
Non-compete Agreements
Acquired Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,409	3,409
Accumulated Amortization	(2,413)	(1,628)
Net Carrying Amount	650	1,781
Impairment	(346)
Tradenames
Acquired Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	734	734
Accumulated Amortization	(538)	(381)
Net Carrying Amount	75	$ 353
Impairment	$ (121)

Summary of Changes in Carrying Amount of Goodwill (Detail) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2020

Balance as of December 31, 2019

$ 32,330

Adjustment to goodwill

^[1]

(84)

Impairment of goodwill

$ (14,700)

(14,688)

^[2]

Balance as of December 31, 2020

$ 17,558

[1]	(1) Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $84,000 during the year ended December 31, 2020.
[2]	(2) The impairment is recorded on the Company's Consolidated Statement of Operations within Impairment of goodwill.

Summary of Changes in Carrying Amount of Goodwill (Detail) (Parenthetical)

12 Months Ended

Dec. 31, 2020

USD ($)

Goodwill [Line Items]

Adjustment to goodwill

$ 84,000

^[1]

Sonar Acquisition

Goodwill [Line Items]

Total consideration

13,200,000

Adjustment to goodwill

$ 84,000

[1]	(1) Included working capital adjustments finalized subsequent to the Sonar acquisition in December 2019, resulting in total consideration of approximately $13.2 million and an adjustment to goodwill in the amount of $84,000 during the year ended December 31, 2020.

Goodwill - Additional Information (Detail) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2020

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill impairment loss

$ 14,700

$ 14,688

^[1]

[1]	(2) The impairment is recorded on the Company's Consolidated Statement of Operations within Impairment of goodwill.

Discontinued Operations - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Received cash consideration at closing	$ 2,300,000
Options forfeited	133,000
Disposal of assets, description	The Company received cash consideration at closing of approximately $2.3 million. No gain or loss on the sale of discontinued operations was recognized in the Consolidated Statement of Operations as it was sold to a related party. The net consideration received from the sale is recognized in the Company’s Consolidated Statements of Stockholder’s Equity. The sale also includes (i) contingent consideration based on the achievement of certain revenue and thresholds from the Call Marketplace, Local Leads Platform and the purchaser’s total business; (ii) certain contingent sale transaction consideration; (iii) shares of Class B common stock in the purchaser equal to the issuance of a 10% equity interest; and (iv) the cancellation of Company stock options for 1.5 million shares currently held by two officers of the Company who are involved in the transaction
Support services fees	$ 995,000
Accounts payable	2,424,000	$ 618,000
Accounts Payable
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Accounts payable	1,100,000
Amount due from the purchaser	7,200,000
Amounts due to the purchaser	8,300,000
Other Assets,Net
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Investment balance	$ 341,000
Two Officers
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Options forfeited	1,500,000
Class B
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage of issuance of equity interest	10.00%

Discontinued Operations - Schedule of Divested Assets Discontinued Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Revenue	$ 40,551	$ 51,643
Service costs	30,972	38,535
General and administrative	718	494
Total operating expenses	35,400	44,199
Impairment of goodwill	469
Income from operations	4,682	7,444
Interest expense and other, net	1
Loss from discontinued operations before provision for income taxes	4,681	7,444
Income tax (benefit)	(1,109)	(1,754)
Total income from discontinued operations	3,572	5,690
Loss from discontinued operations before provision for income taxes	4,681	7,444
Sales and Marketing
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Sales and marketing	1,801	2,921
Product Development
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Sales and marketing	$ 1,909	$ 2,249

Discontinued Operations - Schedule of Carrying Value of The Assets and Liabilities of the Discontinued Operations (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Current assets:
Cash and cash equivalents	$ 795
Accounts receivable, net	10,283
Prepaid expenses and other current assets	70
Total current assets held for sale	11,148
Property and equipment, net	34
Other assets, net	22
Goodwill	1,103
Total assets held for sale	12,307
Accounts payable	6,464
Accrued expenses and other current liabilities	932
Deferred revenue and deposits	307
Total liabilities held for sale	$ 7,703

CARES Act Loans and Foreign Wage Subsidy - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2020
Proceeds from foreign wage subsidy program		$ 415,000
CARES Act
Proceeds from promissory notes	$ 5,300	$ 5,100
Maturity period of loan		2 years
Interest rate on loan		1.00%
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. We expect this repayment commencement period to be in the third quarter of 2021. 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