Item 1.
Condensed Consolidated Financial Statements
MARCHEX, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
|
|
December 31,
2015
|
|
|
September 30,
2016
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
109,155
|
|
|
$
|
105,275
|
|
Accounts receivable, net
|
|
|
24,621
|
|
|
|
21,579
|
|
Prepaid expenses and other current assets
|
|
|
1,784
|
|
|
|
1,995
|
|
Refundable taxes
|
|
|
127
|
|
|
|
117
|
|
Total current assets
|
|
|
135,687
|
|
|
|
128,966
|
|
Property and equipment, net
|
|
|
5,778
|
|
|
|
3,913
|
|
Intangible and other assets, net
|
|
|
222
|
|
|
|
220
|
|
Goodwill
|
|
|
63,305
|
|
|
|
—
|
|
Total assets
|
|
$
|
204,992
|
|
|
$
|
133,099
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
9,460
|
|
|
$
|
7,960
|
|
Accrued expenses and other current liabilities
|
|
|
6,712
|
|
|
|
8,300
|
|
Deferred revenue
|
|
|
692
|
|
|
|
362
|
|
Total current liabilities
|
|
|
16,864
|
|
|
|
16,622
|
|
Other non-current liabilities
|
|
|
662
|
|
|
|
266
|
|
Total liabilities
|
|
|
17,526
|
|
|
|
16,888
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Class A common stock
|
|
|
55
|
|
|
|
55
|
|
Class B common stock
|
|
|
368
|
|
|
|
381
|
|
Treasury stock
|
|
|
(238
|
)
|
|
|
(2
|
)
|
Additional paid-in capital
|
|
|
350,799
|
|
|
|
357,617
|
|
Accumulated deficit
|
|
|
(163,518
|
)
|
|
|
(241,840
|
)
|
Total stockholders’ equity
|
|
|
187,466
|
|
|
|
116,211
|
|
Total liabilities and stockholders’ equity
|
|
$
|
204,992
|
|
|
$
|
133,099
|
|
See accompanying Notes to Condensed Consolidated Financial Statements.
3
MARCHEX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
|
|
Nine Months Ended
September 30,
|
|
|
Three Months Ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
Revenue
|
|
$
|
108,113
|
|
|
$
|
101,146
|
|
|
$
|
36,852
|
|
|
$
|
30,749
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service costs
|
|
|
59,166
|
|
|
|
60,964
|
|
|
|
20,003
|
|
|
|
18,505
|
|
Sales and marketing
|
|
|
11,969
|
|
|
|
16,733
|
|
|
|
4,266
|
|
|
|
5,562
|
|
Product development
|
|
|
23,608
|
|
|
|
21,859
|
|
|
|
7,769
|
|
|
|
6,832
|
|
General and administrative
|
|
|
14,925
|
|
|
|
15,815
|
|
|
|
4,721
|
|
|
|
5,320
|
|
Acquisition and disposition related costs
|
|
|
199
|
|
|
|
662
|
|
|
|
81
|
|
|
|
354
|
|
Total operating expenses
|
|
|
109,867
|
|
|
|
116,033
|
|
|
|
36,840
|
|
|
|
36,573
|
|
Impairment of goodwill
|
|
|
—
|
|
|
|
(63,305
|
)
|
|
|
—
|
|
|
|
—
|
|
Income (loss) from operations
|
|
|
(1,754
|
)
|
|
|
(78,192
|
)
|
|
|
12
|
|
|
|
(5,824
|
)
|
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and line of credit expense
|
|
|
(48
|
)
|
|
|
(41
|
)
|
|
|
(11
|
)
|
|
|
(3
|
)
|
Other, net
|
|
|
(4
|
)
|
|
|
(49
|
)
|
|
|
(1
|
)
|
|
|
(12
|
)
|
Total other expense
|
|
|
(52
|
)
|
|
|
(90
|
)
|
|
|
(12
|
)
|
|
|
(15
|
)
|
Income (loss) from continuing operations before provision for income taxes
|
|
|
(1,806
|
)
|
|
|
(78,282
|
)
|
|
|
0
|
|
|
|
(5,839
|
)
|
Income tax expense
|
|
|
11
|
|
|
|
40
|
|
|
|
191
|
|
|
|
15
|
|
Net loss from continuing operations
|
|
|
(1,817
|
)
|
|
|
(78,322
|
)
|
|
|
(191
|
)
|
|
|
(5,854
|
)
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax
|
|
|
5,084
|
|
|
|
—
|
|
|
|
37
|
|
|
|
—
|
|
Gain on sale of discontinued operations, net of tax
|
|
|
22,195
|
|
|
|
—
|
|
|
|
163
|
|
|
|
—
|
|
Discontinued operations, net of tax
|
|
|
27,279
|
|
|
|
—
|
|
|
|
200
|
|
|
|
—
|
|
Net income (loss)
|
|
|
25,462
|
|
|
|
(78,322
|
)
|
|
|
9
|
|
|
|
(5,854
|
)
|
Dividends paid to participating securities
|
|
|
(37
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
25,425
|
|
|
$
|
(78,322
|
)
|
|
$
|
9
|
|
|
$
|
(5,854
|
)
|
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.04
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations, net of tax
|
|
|
0.66
|
|
|
|
—
|
|
|
|
0.00
|
|
|
|
—
|
|
Basic and diluted net income (loss) per Class A and Class B share applicable to common stockholders
|
|
$
|
0.62
|
|
|
$
|
(1.88
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.14
|
)
|
Dividends paid per share
|
|
$
|
0.04
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shares used to calculate basic net income (loss) per share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
5,233
|
|
|
|
5,233
|
|
|
|
5,233
|
|
|
|
5,233
|
|
Class B
|
|
|
35,980
|
|
|
|
36,372
|
|
|
|
36,120
|
|
|
|
36,639
|
|
Shares used to calculate diluted net income (loss) per share applicable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
5,233
|
|
|
|
5,233
|
|
|
|
5,233
|
|
|
|
5,233
|
|
Class B
|
|
|
41,213
|
|
|
|
41,605
|
|
|
|
41,353
|
|
|
|
41,872
|
|
See accompanying Notes to Condensed Consolidated Financial Statements.
4
MARCHEX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
Nine Months Ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
25,462
|
|
|
$
|
(78,322
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Amortization and depreciation
|
|
|
2,735
|
|
|
|
2,457
|
|
Impairment of goodwill
|
|
|
—
|
|
|
|
63,305
|
|
Allowance for doubtful accounts and advertiser credits
|
|
|
678
|
|
|
|
1,429
|
|
Loss on disposal of fixed assets
|
|
|
—
|
|
|
|
3
|
|
Gain on sale of discontinued operations
|
|
|
(22,195
|
)
|
|
|
—
|
|
Stock-based compensation
|
|
|
7,809
|
|
|
|
7,246
|
|
Change in certain assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(599
|
)
|
|
|
1,612
|
|
Refundable taxes
|
|
|
(4
|
)
|
|
|
10
|
|
Prepaid expenses, other current assets and other assets
|
|
|
484
|
|
|
|
(223
|
)
|
Accounts payable
|
|
|
(1,472
|
)
|
|
|
(1,477
|
)
|
Accrued expenses and other current liabilities
|
|
|
230
|
|
|
|
1,812
|
|
Deferred revenue
|
|
|
(789
|
)
|
|
|
(329
|
)
|
Other non-current liabilities
|
|
|
(339
|
)
|
|
|
(396
|
)
|
Net cash provided by (used in) operating activities
|
|
|
12,000
|
|
|
|
(2,873
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Proceeds from sale of discontinued operations, net of costs
|
|
|
25,249
|
|
|
|
—
|
|
Cash paid for sale of Archeo assets
|
|
|
—
|
|
|
|
(224
|
)
|
Purchases of property and equipment
|
|
|
(3,623
|
)
|
|
|
(594
|
)
|
Purchases of intangible assets and changes in other non-current assets
|
|
|
(46
|
)
|
|
|
(11
|
)
|
Net cash provided by (used in) investing activities
|
|
|
21,580
|
|
|
|
(829
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Tax withholding related to restricted stock awards
|
|
|
(74
|
)
|
|
|
(154
|
)
|
Common stock dividend payments
|
|
|
(1,685
|
)
|
|
|
—
|
|
Repurchase of Class B common stock
|
|
|
(3,201
|
)
|
|
|
(365
|
)
|
Proceeds from exercises of stock options, issuance and vesting of restricted stock and employee stock purchase plan, net
|
|
|
284
|
|
|
|
341
|
|
Net cash used in financing activities
|
|
|
(4,676
|
)
|
|
|
(178
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
28,904
|
|
|
|
(3,880
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
80,032
|
|
|
|
109,155
|
|
Cash and cash equivalents at end of period
|
|
$
|
108,936
|
|
|
$
|
105,275
|
|
See accompanying Notes to Condensed Consolidated Financial Statements.
5
MARCHEX, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) 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 mobile advertising analytics company that helps connect online behavior to real-world, offline actions. The Company provides products and services for businesses of all sizes that depend on consumer phone calls to drive sales. The Company’s technology can facilitate call quality, analyze calls in real time and measure the outcomes of calls while its technology platform delivers performance-based, pay-for-call advertising across numerous mobile and online publishers to connect consumers with businesses over the phone.
The accompanying unaudited condensed consolidated financial statements of Marchex, Inc. and its wholly-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, or for any other period. The balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC.
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. The operating results related to this April 2015 disposition are shown as discontinued operations in the condensed consolidated statements of operations in 2015. In December 2015, the Company sold the remaining Archeo operations which did not meet the criteria for discontinued operations, and as a result the operating results are reflected in continuing operations in 2015. See
Note 12. Discontinued Operations, Dispositions, and Other
of the Notes to Condensed Consolidated Financial Statements for further discussion. Unless otherwise indicated, information presented in the Notes to Condensed Consolidated Financial Statements relates only to the Company’s continuing operations.
(2) Significant Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These judgments are difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from management’s estimates and assumptions.
Recent Accounting Pronouncement(s) Not Yet Effective
In May 2014, the FASB issued Accounting Standards Update No. 2014-09,
Revenue from Contracts with Customers (Topic 606) (ASU 2014-09)
, which amends the existing accounting standards for revenue recognition. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled when products or services are transferred to customers. In July 2015, the FASB voted to approve a one-year delay of the effective date. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. ASU 2014-09 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In 2016, the FASB issued additional guidance to clarify the implementation guidance. The Company is currently in the process of evaluating the impact of adoption of ASU 2014-09 on its consolidated financial statements.
In November 2015, the FASB issued Accounting Standards Update No. 2015-17,
Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17),
an ASU amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheet. The ASU is effective for reporting periods
6
beginning after December 15, 2016, with early adoption permitted. The ASU may be adopted either prospectively or retrospectively. The Company does not expect adoption
of ASU 2015-17
to have a material impact on its co
nsolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02
Leases (Topic 842)
, an ASU requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The ASU must be adopted retrospectively. The Company is currently in the process of evaluating the impact of adoption of ASU 2016-02 on its consolidated financial statements.
In March 2016, the FASB amended the existing accounting standards for stock-based compensation, with Accounting Standards Update No. 2016-09,
Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09)
. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. If early adoption is elected, all amendments must be adopted in the same period. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. The Company is currently evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements.
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. The ASU is effective for reporting periods beginning after December 15, 2019, with early adoption permitted after December 15, 2018. The ASU must be adopted using a modified-retrospective approach. The Company does not expect adoption of ASU 2016-13 to have a material impact on its consolidated financial statements.
(3) Stock-based Compensation Plans
The Company grants stock-based awards, including stock options, restricted stock awards, and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock-based award, using the straight-line method under FASB ASC 718. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands):
|
|
Nine months ended
September 30,
|
|
|
Three months ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
Service costs
|
|
$
|
1,046
|
|
|
$
|
565
|
|
|
$
|
273
|
|
|
$
|
160
|
|
Sales and marketing
|
|
|
893
|
|
|
|
1,321
|
|
|
|
339
|
|
|
|
353
|
|
Product development
|
|
|
1,843
|
|
|
|
1,367
|
|
|
|
620
|
|
|
|
206
|
|
General and administrative
|
|
|
4,027
|
|
|
|
3,993
|
|
|
|
1,119
|
|
|
|
1,060
|
|
Total stock-based compensation
|
|
$
|
7,809
|
|
|
$
|
7,246
|
|
|
$
|
2,351
|
|
|
$
|
1,779
|
|
The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For the quarters ended September 30, 2015 and 2016, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, vesting schedules and forfeitures. 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 used an expected annual dividend yield in consideration of the Company’s common stock dividend payments during the first half of 2015. The Company discontinued paying dividends on its common stock after the second quarter of 2015.
7
The following weighted average assumptions were used in
determining the fair value of time-vested stock option grants for the periods presented:
|
|
Nine months ended
September 30,
|
|
|
Three months ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
Expected life (in years)
|
|
4.0-6.25
|
|
|
|
4.0-6.25
|
|
|
4.0-6.25
|
|
|
|
4.0
|
|
Risk-free interest rate
|
|
1.13%-1.56%
|
|
|
|
0.86%-1.15%
|
|
|
1.15%-1.56%
|
|
|
|
1.01%
|
|
Expected volatility
|
|
59%-65%
|
|
|
|
57%-58%
|
|
|
59%-60%
|
|
|
|
57%
|
|
Expected dividend yield
|
|
0%-0.36%
|
|
|
|
0%
|
|
|
|
0%
|
|
|
|
0%
|
|
Stock option activity during the nine months ended September 30, 2016 is summarized as follows:
|
|
Shares
|
|
|
Weighted average
exercise price
|
|
|
Weighted average remaining
contractual term
(in years)
|
|
Balance at December 31, 2015
|
|
|
8,937,281
|
|
|
$
|
6.97
|
|
|
|
6.33
|
|
Options granted
|
|
|
1,669,000
|
|
|
|
4.20
|
|
|
|
|
|
Options forfeited
|
|
|
(734,562
|
)
|
|
|
5.51
|
|
|
|
|
|
Options expired
|
|
|
(620,500
|
)
|
|
|
12.58
|
|
|
|
|
|
Options exercised
|
|
|
(60,303
|
)
|
|
|
4.01
|
|
|
|
|
|
Balance at September 30, 2016
|
|
|
9,190,916
|
|
|
$
|
6.22
|
|
|
|
5.91
|
|
Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions.
Restricted stock awards and restricted stock unit activity during the nine months ended September 30, 2016 is summarized as follows:
|
|
Shares/
Units
|
|
|
Weighted average
grant date
fair value
|
|
Unvested balance at December 31, 2015
|
|
|
2,222,080
|
|
|
$
|
4.86
|
|
Granted
|
|
|
2,196,406
|
|
|
|
4.24
|
|
Vested
|
|
|
(813,592
|
)
|
|
|
5.16
|
|
Forfeited
|
|
|
(649,771
|
)
|
|
|
5.08
|
|
Unvested balance at September 30, 2016
|
|
|
2,955,123
|
|
|
$
|
4.26
|
|
In the nine months ended September 30, 2015 and 2016, the Company repurchased approximately 15,000 and 45,000 shares, respectively, from certain executives for minimum withholding taxes on approximately 55,000 and 146,000 restricted stock award vests, respectively. The number of shares repurchased was based on the value on the vesting date of the restricted stock awards equivalent to the value of the executives’ minimum withholding taxes of $74,000 and $154,000, respectively, which was remitted in cash to the appropriate taxing authorities. The payments are reflected as a financing activity within the consolidated statement of cash flows when paid. The payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of additional paid-in capital.
In May 2016, approximately 27,000 stock options and 33,000 restricted stock awards were fully accelerated and the period to exercise any outstanding vested stock options was modified to extend through the 10-year anniversary of the respective grant dates in connection with an executive’s transition to a consulting arrangement. In October 2016, vesting of 288,877 stock options and 190,187 restricted stock awards were accelerated in connection with an executive’s separation agreement for which the estimated related stock-based compensation expense of approximately $1.3 million will be recognized in the fourth quarter of 2016.
(4) 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
8
share is computed by dividing net inc
ome (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 conver
sion 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 our 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. Additionally, the Company has paid dividends equally to both classes of common stock and the unvested restricted shares for all cash dividends paid since November 2006.
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 calculates net loss from continuing operations to net income (loss) applicable to common stockholders used to compute basic net income (loss) per share for the periods ended (in thousands, except per share amounts):
|
|
Nine months ended September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(235
|
)
|
|
$
|
(1,582
|
)
|
|
$
|
(9,850
|
)
|
|
$
|
(68,472
|
)
|
Dividends paid to participating securities
|
|
|
—
|
|
|
|
(37
|
)
|
|
|
—
|
|
|
|
—
|
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(235
|
)
|
|
$
|
(1,619
|
)
|
|
$
|
(9,850
|
)
|
|
$
|
(68,472
|
)
|
Discontinued operations, net of tax
|
|
|
3,464
|
|
|
|
23,815
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
3,229
|
|
|
$
|
22,196
|
|
|
$
|
(9,850
|
)
|
|
$
|
(68,472
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding used to calculate basic net income (loss) per share
|
|
|
5,233
|
|
|
|
35,980
|
|
|
|
5,233
|
|
|
|
36,372
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(1.88
|
)
|
Discontinued operations, net of tax
|
|
|
0.66
|
|
|
|
0.66
|
|
|
|
—
|
|
|
|
—
|
|
Basic net income (loss) per share applicable to common stockholders
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
|
$
|
(1.88
|
)
|
|
$
|
(1.88
|
)
|
9
|
|
Three months ended September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Numerator:
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(24
|
)
|
|
$
|
(167
|
)
|
|
$
|
(732
|
)
|
|
$
|
(5,122
|
)
|
Discontinued operations, net of tax
|
|
|
25
|
|
|
|
175
|
|
|
|
—
|
|
|
|
—
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
(732
|
)
|
|
$
|
(5,122
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding used to calculate basic net income (loss) per share
|
|
|
5,233
|
|
|
|
36,120
|
|
|
|
5,233
|
|
|
|
36,639
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations, net of tax
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
—
|
|
|
|
—
|
|
Basic net income (loss) per share applicable to common stockholders
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
The following table calculates net income (loss) from continuing operations to net income (loss) applicable to common stockholders used to compute diluted net income (loss) per share for the periods ended (in thousands, except per share amounts):
|
|
Nine months ended September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(235
|
)
|
|
$
|
(1,582
|
)
|
|
$
|
(9,850
|
)
|
|
$
|
(68,472
|
)
|
Dividends paid to participating securities
|
|
|
—
|
|
|
|
(37
|
)
|
|
|
—
|
|
|
|
—
|
|
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares
|
|
|
—
|
|
|
|
(235
|
)
|
|
|
—
|
|
|
|
(9,850
|
)
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(235
|
)
|
|
$
|
(1,854
|
)
|
|
$
|
(9,850
|
)
|
|
$
|
(78,322
|
)
|
Discontinued operations, net of tax
|
|
|
3,464
|
|
|
|
23,815
|
|
|
|
—
|
|
|
|
—
|
|
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares
|
|
|
—
|
|
|
|
3,464
|
|
|
|
—
|
|
|
|
—
|
|
Diluted discontinued operations, net of tax
|
|
$
|
3,464
|
|
|
$
|
27,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
3,229
|
|
|
$
|
25,425
|
|
|
$
|
(9,850
|
)
|
|
$
|
(78,322
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding used to calculate basic net income (loss) per share
|
|
|
5,233
|
|
|
|
35,980
|
|
|
|
5,233
|
|
|
|
36,372
|
|
Conversion of Class A to Class B common shares outstanding
|
|
|
—
|
|
|
|
5,233
|
|
|
|
—
|
|
|
|
5,233
|
|
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share
|
|
|
5,233
|
|
|
|
41,213
|
|
|
|
5,233
|
|
|
|
41,605
|
|
Diluted net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(1.88
|
)
|
|
$
|
(1.88
|
)
|
Discontinued operations, net of tax
|
|
|
0.66
|
|
|
|
0.66
|
|
|
|
—
|
|
|
|
—
|
|
Diluted net income (loss) per share applicable to common stockholders
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
|
$
|
(1.88
|
)
|
|
$
|
(1.88
|
)
|
10
|
|
Three months ended September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(24
|
)
|
|
$
|
(167
|
)
|
|
$
|
(732
|
)
|
|
$
|
(5,122
|
)
|
Dividends paid to participating securities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Reallocation of net loss for Class A shares as a result of conversion of Class A to Class B shares
|
|
|
—
|
|
|
|
(24
|
)
|
|
|
—
|
|
|
|
(732
|
)
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(24
|
)
|
|
$
|
(191
|
)
|
|
$
|
(732
|
)
|
|
$
|
(5,854
|
)
|
Discontinued operations, net of tax
|
|
|
25
|
|
|
|
175
|
|
|
|
—
|
|
|
|
—
|
|
Reallocation of discontinued operations for Class A shares as a result of conversion of Class A to Class B shares
|
|
|
—
|
|
|
|
25
|
|
|
|
—
|
|
|
|
—
|
|
Discontinued operations, net of tax
|
|
$
|
25
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
(732
|
)
|
|
$
|
(5,854
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding used to calculate basic net income per share
|
|
|
5,233
|
|
|
|
36,120
|
|
|
|
5,233
|
|
|
|
36,639
|
|
Conversion of Class A to Class B common shares outstanding
|
|
|
—
|
|
|
|
5,233
|
|
|
|
—
|
|
|
|
5,233
|
|
Weighted average number of shares outstanding used to calculate diluted net income (loss) per share
|
|
|
5,233
|
|
|
|
41,353
|
|
|
|
5,233
|
|
|
|
41,872
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations applicable to common stockholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
Discontinued operations, net of tax
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
—
|
|
|
|
—
|
|
Diluted net income (loss) per share applicable to common stockholders
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
The computation of diluted net income (loss) per share excludes the following because their effect would be anti-dilutive (in thousands):
|
•
|
For both the three and nine months ended September 30, 2015, outstanding options to acquire 9,158 shares of Class B common stock. For both the three and nine months ended September 30, 2016, outstanding options to acquire 9,191 shares of outstanding Class B common stock.
|
|
•
|
For the three and nine months ended September 30, 2015 and 2016, 1,052 and 1,221 shares of unvested Class B restricted common shares, respectively.
|
|
•
|
For the three and nine months ended September 30, 2015 and 2016 1,427 and 1,734 restricted stock units, respectively.
|
(5) Concentrations
The Company maintains substantially all of its cash and cash equivalents with one financial institution and are all considered at Level 1 fair value with observable inputs that reflect quoted prices for identical assets or liabilities in active markets. At various points during the nine months ended September 30, 2016, the Company held cash equivalents in a commercial paper sweep account with the same financial institution. These Level 2 assets were fully liquidated prior to September 30, 2016.
A significant majority of the Company’s revenue earned from advertisers is generated through arrangements with distribution partners. The Company may not be successful in renewing any of these agreements, or, if they are renewed, they may not be on terms as favorable as current arrangements. The Company may not be successful in entering into agreements with new distribution partners or advertisers on commercially acceptable terms. In addition, several of these distribution partners or advertisers may be considered potential competitors. There were no distribution partners paid more than 10% of consolidated revenue for the three and nine months ended September 30, 2015 and 2016.
11
The advertisers representing more than 10% of consolidated revenue are as follows (in percentages):
|
|
Nine months ended
September 30,
|
|
|
Three months ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
Advertiser A
|
|
|
30
|
%
|
|
|
23
|
%
|
|
|
28
|
%
|
|
|
22
|
%
|
Advertiser B
|
|
|
20
|
%
|
|
|
24
|
%
|
|
|
19
|
%
|
|
|
22
|
%
|
Advertiser A is also a distribution partner.
The outstanding receivable balance for each advertiser representing more than 10% of accounts receivable is as follows (in percentages):
|
|
At December 31,
2015
|
|
|
At September 30,
2016
|
|
Advertiser A
|
|
|
14
|
%
|
|
|
21
|
%
|
Advertiser B
|
|
|
28
|
%
|
|
|
20
|
%
|
Advertiser C
|
|
|
19
|
%
|
|
|
13
|
%
|
In certain cases, the Company may engage directly with one or more advertising agencies who act on an advertiser’s behalf. In addition, an advertising agency may represent more than one advertiser that utilizes the Company’s products and services. One advertising agency represented 17% and 19% of consolidated revenue for the three and nine months ended September 30, 2015, respectively, and 19% and 21% of consolidated revenue for the three and nine months ended September 30, 2016, respectively. This same advertising agency represented 22% and 11% of consolidated accounts receivable as of December 31, 2015 and September 30, 2016, respectively. One other advertising agency represented less than 10% of consolidated accounts receivable as of December 31, 2015, and 11% of consolidated accounts receivable as of September 30, 2016.
(6) 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. Historically, the Company operated under two segments: Call-driven and Archeo. Subsequent to the sale of the Company’s remaining Archeo operations in December 2015, the Company operates primarily under the Call-driven segment which is comprised of performance-based advertising business focused on driving phone calls.
The Archeo segment historically comprised the Company’s click-based advertising businesses. In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. This disposition is shown as discontinued operations, net of tax, in the condensed consolidated statements of operations for all periods presented and is excluded from segment reporting. On December 31, 2015, the Company sold the remaining Archeo operations, which did not meet the criteria for discontinued operations presentation and is included in segment reporting in 2015. See
Note 12. Discontinued Operations, Dispositions, and Other
for further discussion.
Call-driven segment expenses include both direct costs incurred by the segment as well as corporate overhead costs. Archeo segment expenses only include direct costs incurred by the segment. Segment expenses exclude the following: stock-based compensation, acquisition and disposition related costs, and other expense.
For the three and nine months ended September 30, 2016, the Company’s operating results are primarily all Call-driven. There were other operating activities related to transition activities of the Archeo operations in 2016, which were not significant.
12
Selected segment information (in thousan
ds):
|
|
Nine months ended September 30, 2015
|
|
|
|
Call-driven
|
|
|
Archeo
|
|
|
Total
|
|
Revenue
|
|
$
|
105,621
|
|
|
$
|
2,492
|
|
|
$
|
108,113
|
|
Operating expenses
|
|
|
99,412
|
|
|
|
2,447
|
|
|
|
101,859
|
|
Segment profit
|
|
$
|
6,209
|
|
|
$
|
45
|
|
|
$
|
6,254
|
|
Less reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
7,809
|
|
Acquisition and disposition related costs
|
|
|
|
|
|
|
|
|
|
|
199
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
52
|
|
Loss from continuing operations before provision for income taxes
|
|
|
|
|
|
|
|
|
|
$
|
(1,806
|
)
|
|
|
Three months ended September 30, 2015
|
|
|
|
Call-driven
|
|
|
Archeo
|
|
|
Total
|
|
Revenue
|
|
$
|
36,135
|
|
|
$
|
717
|
|
|
$
|
36,852
|
|
Operating expenses
|
|
|
33,958
|
|
|
|
450
|
|
|
|
34,408
|
|
Segment profit
|
|
$
|
2,177
|
|
|
$
|
267
|
|
|
$
|
2,444
|
|
Less reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
2,351
|
|
Acquisition and disposition related costs
|
|
|
|
|
|
|
|
|
|
|
81
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
12
|
|
Loss from continuing operations before provision for income taxes
|
|
|
|
|
|
|
|
|
|
$
|
0
|
|
Revenues from advertisers by geographical areas are tracked on the basis of the location of the advertiser. The vast majority of the Company’s revenue and accounts receivable are derived from domestic sales to advertisers engaged in various mobile, online and other activities.
Revenues by geographic region are as follows (in percentages):
|
|
Nine months ended
September 30,
|
|
|
Three months ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
United States
|
|
|
97
|
%
|
|
|
97
|
%
|
|
|
97
|
%
|
|
|
97
|
%
|
Canada
|
|
|
3
|
%
|
|
|
3
|
%
|
|
|
3
|
%
|
|
|
3
|
%
|
Other countries
|
|
*
|
|
|
|
|
*
|
|
*
|
|
|
|
*
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
*
|
Less than 1% of revenue.
|
(7) Property and Equipment
Property and equipment consisted of the following (in thousands):
|
|
At December 31,
2015
|
|
|
At September 30,
2016
|
|
Computer and other related equipment
|
|
$
|
21,551
|
|
|
$
|
20,688
|
|
Purchased and internally developed software
|
|
|
7,893
|
|
|
|
7,874
|
|
Furniture and fixtures
|
|
|
1,778
|
|
|
|
1,825
|
|
Leasehold improvements
|
|
|
2,123
|
|
|
|
2,328
|
|
|
|
$
|
33,345
|
|
|
$
|
32,715
|
|
Less: Accumulated depreciation and amortization
|
|
|
(27,567
|
)
|
|
|
(28,802
|
)
|
Property and equipment, net
|
|
$
|
5,778
|
|
|
$
|
3,913
|
|
13
Depreciation and amortization expense related to property and equipment was approximately $885,000
and $762,000 for the three months ended September 30, 2015 and 2016, respectively, and was approximately $2.6 million and $2.4 million for the nine months ended September 30, 2015 and 2016, respectively
.
(8) Commitments, Contingencies and Taxes
(a) Commitments
The Company has commitments for future payments related to office facilities leases and other contractual obligations. The Company leases its office facilities under operating lease agreements expiring through 2018. The Company recognizes rent expense under such agreements on a straight-line basis over the lease term with any lease incentive amortized as a reduction of rent expense over the lease term. The Company also has other contractual obligations expiring over varying time periods through 2019. Other contractual obligations primarily relate to minimum contractual payments due to distribution partners and other outside service providers. Future minimum payments are approximately as follows (in thousands):
|
|
Facilities
operating
leases
|
|
|
Other
contractual
obligations
|
|
|
Total
|
|
2016
|
|
$
|
588
|
|
|
$
|
1,303
|
|
|
$
|
1,891
|
|
2017
|
|
|
2,362
|
|
|
|
3,170
|
|
|
|
5,532
|
|
2018
|
|
|
577
|
|
|
|
1,147
|
|
|
|
1,724
|
|
2019
|
|
|
—
|
|
|
|
440
|
|
|
|
440
|
|
2020 and after
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total minimum payments
|
|
$
|
3,527
|
|
|
$
|
6,060
|
|
|
$
|
9,587
|
|
Rent expense incurred by the Company was approximately $460,000 and $559,000 for the three months ended September 30, 2015 and 2016, respectively, and was $1.4 million and $1.5 million for the nine months ended September 30, 2015 and 2016, respectively.
(b) Contingencies
On November 17, 2015, Steven Porter, a purported shareholder of the Company, filed a securities class action against the Company and certain officers of the Company, alleging violations of the federal securities laws (the “Complaint”). Mr. Porter sought to represent all people who purchased or otherwise acquired the Company’s Class B common stock during the period from March 19, 2014 to September 18, 2014, and sought unspecified damages. The Complaint alleged that the Defendants made false and/or misleading statements and/or failed to disclose material adverse facts about the Company’s business, operations, and prospects. On April 1, 2016, Mr. Porter was appointed “Lead Plaintiff” in the action. On April 22, 2016, the case was dismissed without prejudice after the Lead Plaintiff filed a notice of voluntary dismissal of the case.
In addition, the Company from time to time is a party to disputes and legal and administrative proceedings arising from the ordinary course of business. In some agreements to which the Company is a party to, the Company has agreed to indemnification provisions of varying scope and terms with advertisers, vendors and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of agreements or representations and warranties made by the Company, services to be provided by the Company and intellectual property infringement claims made by third parties. As a result of these provisions, the Company may from time to time provide certain levels of financial support to our contract parties to seek to minimize the impact of any associated litigation in which they may be involved. To date, there have been no known events or circumstances that have resulted in any material costs related to these indemnification provisions and no liabilities therefore have been recorded in the accompanying consolidated financial statements. However, the maximum potential amount of the future payments we could be required to make under these indemnification provisions could be material.
While any litigation contains an element of uncertainty, the Company is not aware of any legal proceedings or claims which are pending that the Company believes, based on current knowledge, will have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or liquidity.
(c) Taxes
The Company determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100% valuation allowance against these deferred tax assets as of December 31, 2015 and September 30, 2016. 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,
14
historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, the Company’s ability to project future resu
lts and any appreciation of its other assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. The Company considered the future rever
sal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. Based on the level of historical taxable
losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, the Company concluded that it is not more likely than not that the gross deferred tax assets will be realized.
From time to time, various state, federal and other jurisdictional tax authorities undertake audits of the Company and its filings. In evaluating the exposure associated with various tax filing positions, the Company on occasion accrues charges for uncertain positions. Resolution of uncertain tax positions will impact our effective tax rate when settled. The Company does not have any significant interest or penalty accruals. The provision for income taxes includes the impact of contingency provisions and changes to contingencies that are considered appropriate. The Company files U.S. federal, certain U.S. states, and certain foreign tax returns. Generally, U.S. federal, U.S. state, and foreign tax returns filed for years after 2011 are within the statute of limitations and are under examination or may be subject to examination.
(9) Credit Agreement
In April 2008, the Company entered into a Credit Agreement providing for a senior secured $30 million revolving credit facility (“Credit Agreement”). In June 2016, the Company signed an amendment to the Credit Agreement that modifies the unused commitment fees, replaces certain financial covenants with a covenant limiting outstanding balances not to exceed a defined ratio against the Company’s unrestricted cash and cash equivalent balances and a covenant with certain earnings thresholds, and modifies the levels and types of indebtedness and payments the Company may make. The Credit Agreement has a maturity date of April 1, 2017 and contains certain customary representations and warranties, financial covenants, events of default and is secured by substantially all of the assets of the Company. During the nine months ended September 30, 2015 and 2016, the Company had no borrowings under the Credit Agreement.
(10) Goodwill
Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows (in thousands):
Balance as of December 31, 2015
|
|
$
|
63,305
|
|
Impairment of goodwill
|
|
|
(63,305
|
)
|
Balance as of September 30, 2016
|
|
$
|
—
|
|
The Company reviews goodwill for impairment annually 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 June 30, 2016, the Company’s stock price was impacted by volatility in the U.S. financial markets, 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 second quarter of 2016 of $63.3 million. The fair value of the Company’s single reporting unit was based on estimates of future operating results, discounted cash flows and other market-based factors, including the Company’s stock price. The goodwill impairment loss resulted primarily from a sustained decline in the Company’s common stock share price and market capitalization as well as lower projected revenue growth rates and profitability levels compared to historical results. The lower projected operating results reflect changes in assumptions related to organic revenue growth rates, market trends, business mix, cost structure, and other expectations about the anticipated short-term and long-term operating results.
The testing of goodwill for impairment requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. Events and circumstances considered in determining whether the carrying value of goodwill may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant changes in competition and market dynamics; significant and sustained declines in the Company’s stock price and market capitalization; a significant decline in its expected future cash flows or a significant adverse change in the Company’s business climate. These estimates and circumstances are inherently uncertain and can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, a loss of a significant customer, changes in competition, volatility in financial markets, or changes in the share price of the Company’s common stock and market capitalization.
15
(11) Common Stock
In November 2014, the Company’s board of directors authorized a share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. During the nine months ended September 30, 2015 and 2016, the Company repurchased 781,000 shares of Class B common stock for $3.2 million and 89,000 shares of Class B common stock for $365,000, respectively.
During the nine months ended September 30, 2015 and 2016, the Company’s board of directors approved and the Company retired approximately 1,262,000 and 250,000 shares of treasury stock, respectively.
(12) Discontinued Operations, Dispositions and Other
In April 2015, the Company sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. This disposal met the requirements of Accounting Standards Codification 205-20,
Discontinued Operations
, for presentation as discontinued operations. As a result, the operating results related to this disposition are shown as discontinued operations, net of tax. The operating results for the discontinued operations were as follows (in thousands):
|
|
Nine months
ended September 30,
2015
|
|
|
Revenue
|
|
$
|
7,081
|
|
|
Expenses:
|
|
|
|
|
|
Service costs
|
|
|
1,663
|
|
|
Sales and marketing
|
|
|
334
|
|
|
Income from discontinued operations, before provision for income taxes
|
|
|
5,084
|
|
|
Income tax expense
|
|
|
—
|
|
|
Income from discontinued operations, net of tax
|
|
$
|
5,084
|
|
|
The discontinued operations incurred amortization of $16,000 for the nine months ended September 30, 2015.
The net cash proceeds related to Archeo’s domain operations sold in April 2015 were approximately $28.1 million. The sale includes a contingent earn-out consideration payment that depends upon the achievement of certain thresholds and will be recognized as income when received.
On December 31, 2015, the Company sold the remaining Archeo operations for cash proceeds of $750,000. The transaction costs were approximately $244,000 and the net carrying value of the liabilities assumed were approximately $990,000, resulting in a net gain of $1.5 million from the sale. The Company evaluated this disposition and determined that it did not meet the criteria for classification as a discontinued operation. As a result, operating results of these Archeo operations are reflected in the Company’s continuing operations in the condensed consolidated statements of operations. For the three and nine months ended September 30, 2015, the income before provision for income taxes for these Archeo operations included in the Company’s continuing operations was $267,000 and $45,000, respectively.
During the three months ended September 30, 2016, the Company incurred approximately $1.6 million in employee separation and facility termination related costs. As of September 30, 2016, approximately $767,000 of these costs were accrued and unpaid of which $413,000 is expected to be paid prior to December 31, 2016 with the remaining to be paid in 2017.
16
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believes,” “intends,” “expects,” “anticipates,” “plans,” “may,” “will” and similar expressions to identify forward-looking statements. All forward-looking statements, including, but not limited to, statements regarding our future operating results, financial position, prospects, acquisitions, dispositions, and business strategy, expectations regarding our growth and the growth of the industry in which we operate, and plans and objectives of management for future operations, are inherently uncertain as they are based on our expectations and assumptions concerning future events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements we make. There are a number of important factors that could cause the actual results of Marchex to differ materially from those indicated by such forward-looking statements. Any or all of our forward-looking statements in this report may turn out to be inaccurate. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. They may be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including but not limited to the risks, uncertainties and assumptions described in this report, in Part II, Item 1A. under the caption “Risk Factors” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2015 and those described from time to time in our future reports filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur as contemplated and actual results could differ materially from those anticipated or implied by the forward-looking statements. All forward-looking statements in this report are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement.
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition. You should read this analysis in conjunction with the attached condensed consolidated financial statements and related notes thereto, and with our audited consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Overview
References herein to “we,” “us” or “our” refer to Marchex, Inc. and its wholly-owned subsidiaries unless the context specifically states or implies otherwise.
Marchex is a mobile advertising analytics company that connects online behavior to real-world, offline actions.
We provide products and services for enterprises that depend on consumer phone calls to drive sales. Our media analytics products can connect call data to media channels – including search and display– down to the campaign, keyword and impression so marketers can maximize advertising returns. Our sales analytics products deliver actionable intelligence on the offline consumer journey to help prospects become customers.
Our primary product offerings are:
|
•
|
Marchex Call Analytics
. Marchex Call Analytics is an analytics platform for enterprises that depend on inbound phone calls to drive sales, appointments and reservations. Marketers use this platform to understand which marketing channels, advertisements, keywords and creatives are driving calls to their business, allowing them to optimize their advertising expenditures across media channels. Marchex Call Analytics also includes technology that can extract data and insights about what is happening during a call and measures the outcome of calls and return on investment. The platform also includes technology that blocks robocalls, telemarketers and spam calls to save businesses time. Marchex Call Analytics data can integrate directly into third-party marketer workflows such as Salesforce, Eloqua, Adobe, Kenshoo, DoubleClick Search, Marin Software and many other marketing dashboards and tools. Advertisers pay us a fee for each call or call related data element they receive from calls including call-based ads we distribute through our sources of call distribution or for each phone number tracked based on pre-negotiated rates.
|
Marchex Call Analytics for Search
. Marchex Call Analytics for Search is a product for search marketers that drive phone calls from search campaigns. Marchex Call Analytics for Search attributes inbound phone calls made directly from paid search ads and landing pages to a keyword. The platform can deliver this data as well as data about call outcomes directly into search management platforms like DoubleClick Search and Kenshoo.
Marchex Display Analytics
. Marchex Display Analytics, currently in beta, is a product for marketers that buy digital display advertising. Marchex Display Analytics can measure the influence that display advertising has on inbound phone calls so that marketers can better attribute their return on advertising spend for inbound phone calls and delivers this data to marketers in a reporting dashboard.
17
|
•
|
Marchex Call Marketplace
. Marchex Call Marketplace is a mobile advertising network for businesses that depend on inbound phone calls to drive sales. We offer advertisers ad pl
acements across numerous mobile and online media sources to deliver qualified calls to their businesses. It leverages Marchex Call Analytics platform for tracking, reporting and optimization. Advertisers are charged on a pay-per-call or cost per action bas
is.
|
|
•
|
Local Leads
. Our Local Leads platform is a white-labeled, full service advertising solution for small business resellers, such as Yellow Pages providers and vertical marketing service providers, to sell call advertising, search marketing and other lead generation products through their existing sales channels to their small business advertisers. These calls and leads are then fulfilled by us across our distribution network, including mobile sources, and search engines. The lead services we offer to small business advertisers through our Local Leads platform include pay-for-call, search marketing and ad creation and include advanced features such as call tracking, geo-targeting, campaign management, reporting and analytics. The Local Leads platform is highly scalable and has the capacity to support hundreds of thousands of advertiser accounts. Reseller partners and publishers generally pay us account fees and agency fees for our products in the form of a percentage of the cost of every click or call delivered to their advertisers. Through our contract with Yellowpages.com
|
LLC (“YP”), we generate revenues from our local leads platform. We also have a separate pay-for-call services arrangement with YP. In 2015, we extended these agreements through December 31, 2016. The primary local leads platform arrangement includes certain minimum fee commitments by YP through the first half of 2016 and provides YP additional flexibility to migrate active accounts to itself or a third-party provider prior to the end of an advertiser contract. YP is our largest reseller partner and was responsible for 28% and 30% of our total revenues in the three and nine months ended September 30, 2015, respectively, and 22% and 23% of our total revenues in the three and nine months ended September 30, 2016. We also have a separate distribution partner agreement with YP.
We were incorporated in Delaware on January 17, 2003. Acquisition initiatives have played an important part in our corporate history to date.
We have offices in Seattle, Washington; Las Vegas, Nevada; New York, New York; and San Francisco, California. In May 2016, we opened an office in London, England.
On October 3, 2016, by mutual agreement, Peter Christothoulou resigned as our Chief Executive Officer. In addition, Clark Kokich resigned as Executive Chairman of our Board of Directors (the “Board”) and as a member of the Board on October 1, 2016. Effective on October 3, 2016, the Board established an Interim Office of the CEO subject to oversight by Anne Devereux-Mills as Chairman. The Interim Office of the CEO consists of Michael Arends, Ethan Caldwell, Gary Nafus, and Russell C. Horowitz who is currently a consultant to the Company and previously Chief Executive Officer and Chairman of the Board. The Interim Office of the CEO will perform the duties and responsibilities of the chief executive officer on an interim basis while a search for a permanent chief executive officer is conducted.
Consolidated Statements of Operations
All significant inter-company transactions and balances within Marchex have been eliminated in consolidation. Our purchase accounting resulted in all assets and liabilities from our acquisitions being recorded at their estimated fair values on the respective acquisition dates. All goodwill, intangible assets, and liabilities resulting from the acquisitions have been recorded in our condensed consolidated financial statements.
We primarily generate our revenues from our Call-driven products and services. Call-driven revenue consists of payments from advertisers for pay-for-call advertising services and for use of our call analytics technology. Call-driven revenue also consists of payments from our reseller partners for use of our local leads technology platform and marketing services, which they offer to their small business customers, as well as payments from advertisers for cost-per-action services. Historically, we also generated revenue from our Archeo operations, which included revenue generated from our click based advertising and Internet domain operations. In 2015, we sold primarily all of our Archeo operations in two separate transactions. In April 2015, we sold the bulk of our domain name portfolio. The operating results related to this disposition is shown as discontinued operations in the condensed consolidated statements of operations for all periods presented. In December 2015, we sold the remaining Archeo operations. This disposition did not meet the criteria for discontinued operations, and as a result, the operating results are reflected in continuing operations in the condensed consolidated statements of operations. See
Note 12. Discontinued Operations, Dispositions, and Other
for further discussion regarding the dispositions. For detail on revenue by segment, see
Note 6. Segment Reporting and Geographic Information
of the notes to our condensed consolidated financial statements.
Presentation of Financial Reporting Periods
The comparative periods presented are for the three and nine months ended September 30, 2015 and 2016.
18
Revenue
We generate revenue through our call advertising services and our local leads platform, which includes our call analytics and pay-for-call services. Historically, we also generated revenue through pay-per-click advertising services.
Our performance-based advertising services, which include call advertising, cost-per-action services, and pay-per-click services, amounted to greater than 80% of revenues in all periods presented. In addition, we generate revenue through our Local Leads platform, which enables partner resellers to sell call advertising and/or search marketing products, and campaign management services. These secondary sources accounted for less than 20% of our revenues in all periods presented. We have no barter transactions.
We recognize revenue upon the completion of our performance obligation, provided that: (1) evidence of an arrangement exists; (2) the arrangement fee is fixed and determinable; and (3) collection is reasonably assured.
In certain cases, we record revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owed that occurs subsequent to period ends.
Performance-Based Advertising Services
Our call analytics technology platform provides data and insights that can measure the performance of mobile, online and offline advertising for advertisers and small business resellers. We generate revenue from our call analytics technology platform when advertisers pay us a fee for each call or call related data element they receive from calls including call-based ads we distribute through our sources of call distribution or for each phone number tracked based on a pre-negotiated rate.
In providing pay-for call advertising services, we generate revenue upon delivery of qualified and reported phone calls to advertisers or advertising service providers’ listings. These advertisers and advertising service providers pay us a designated transaction fee for each qualified phone call, which occurs when a user makes a phone call, clicks, or completes a specified action on any of their advertisement listings after it has been placed by us or by our distribution partners. Each qualified phone call or specified action on an advertisement listing represents a completed transaction. The advertisement listings are displayed within our distribution network, which includes mobile and online search engines and applications, directories, destination sites, shopping engines, third party Internet domains or web sites, and other targeted Web-based content, mobile carriers and offline sources. We also generate revenue from cost-per-action services, which occurs when a user makes a phone call from our advertiser’s listing or is redirected from one of our web sites or a third party web site in our distribution network to an advertiser web site and completes the specified action.
We generate revenue from reseller partners and publishers utilizing our Local Leads platform to sell call advertising, search marketing, and other lead generation products. We are paid account fees and also agency fees for our products in the form of a percentage of the cost of every call or click delivered to advertisers. The reseller partners or publishers engage the advertisers and are the primary obligor, and we, in certain instances, are only financially liable to the publishers in our capacity as a collection agency for the amount collected from the advertisers. We recognize revenue for these fees under the net revenue recognition method. In limited arrangements resellers pay us a fee for fulfilling an advertiser’s campaign in our distribution network and we act as the primary obligor. We recognize revenue for these fees under the gross revenue recognition method.
Industry and Market Factors
We enter into agreements with various mobile, online and offline distribution partners to provide distribution for pay-for-call advertisement listings which contain call tracking numbers and/or URL strings of our advertisers. We generally pay distribution partners based on a percentage of revenue or a fixed amount for each phone call on these listings. The level of phone calls contributed by our distribution partners has varied, and we expect it will continue to vary, from quarter to quarter and year to year, sometimes significantly. If we do not add new distribution partners or renew our existing distribution partner agreements and on terms as favorable as current arrangements, replace traffic lost from terminated distribution agreements with other sources, or if our distribution partners’ businesses do not grow or are adversely affected, our revenue and results of operations may be materially and adversely affected. Our ability to grow will be impacted by our ability to increase our distribution, which impacts the number of mobile and Internet users who have access to our advertisers’ listings and the rate at which our advertisers are able to convert calls from these mobile and Internet users into completed transactions, such as a purchase or sign up. Our ability to grow also depends on our ability to continue to increase the number of advertisers who use our products and services, the amount these advertisers spend on our products and services, advertiser adoption of new products and services and the amount these advertisers are willing to pay for these new products and services.
19
We utilize phone numbers as part of our pay-for-call and call ana
lytics services to advertisers, which enables advertisers and other users of our services to help measure the effectiveness of mobile, online, and offline advertising campaigns. If we are not able to secure or retain sufficient phone numbers needed for our
services or we are limited in the number of available telecommunication carriers or vendors to provide such phone numbers to us in the event of any industry consolidation or if telecommunication carriers or vendors were to experience system disruptions, o
ur revenue and results of operations may be materially and adversely affected.
We have revenue concentrations with certain large customers. Many of these customers are not subject to long term contracts with us or have contracts with near term expiration dates, and are able to reduce or cease advertising spend at any time and for any reason. In some cases, we engage with advertisers through advertising agencies, who act on behalf of the advertisers. Advertising agencies may place insertion orders with us for particular advertising campaigns for a set period of time and are not obligated to commit beyond the campaign governed by a particular insertion order and may also cancel the campaign prior to completion. Advertising agencies also have relationships with many different providers, each of whom may be running portions of the advertising campaign. A significant reduction in advertising spending or budgets by our largest customers, or the loss of one or more of these customers, if not replaced by new customers or an increase in business from existing customers, would have a material adverse effect on our future operating results.
We anticipate that these variables will fluctuate in the future, affecting our ability to grow and our financial results. In particular, it is difficult to project phone call usage, the number of phone calls or other actions performed by users of our product and services which will be delivered to our advertisers, and how much advertisers will spend with us and the amount they are willing to pay for our products and services. It is even more difficult to anticipate the average revenue per phone call or other performance-based actions. It is also difficult to anticipate the impact of worldwide and domestic economic conditions on advertising budgets.
In addition, we believe we will experience seasonality. Our quarterly results have fluctuated in the past and may fluctuate in the future due to seasonal fluctuations in levels of mobile and Internet usage and seasonal purchasing cycles of many advertisers. Our experience has shown that during the spring and summer months, mobile and Internet usage is lower than during other times of the year and during the latter part of the fourth quarter of the calendar year we generally experience lower call volume and reduced demand for calls from our call advertising customers. The extent to which usage and call volume may decrease during these off-peak periods is difficult to predict. Prolonged or severe decreases in usage and call volume during these periods may adversely affect our growth rate and results and in turn the market price of our securities. In the first quarter of the calendar year, this trend generally reverses with increased mobile and Internet usage and often new budgets at the beginning of the year for many of our customers with fiscal years ending December 31. The seasonal purchasing cycles of some customers in certain industries may also be higher in the first half versus the latter half of the calendar year. Additionally, the current business environment and our industry has generally both resulted in, and we may continue to see, many advertisers and reseller partners reducing advertising and marketing services budgets or changing such budgets throughout the year, which we expect will impact our quarterly results of operations in addition to the typical seasonality seen in our industry.
We believe that our future revenue growth will depend on, among other factors, our ability to attract new advertisers, compete effectively, maximize our sales efforts, demonstrate a positive return on investment for advertisers, successfully improve existing products and services, develop successful new products and services, and expand internationally. If we are unable to generate adequate revenue growth and to manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.
Service Costs
Our service costs represent the cost of providing our performance-based advertising services and our search marketing services. The service costs that we have incurred in the periods presented primarily include:
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user acquisition costs;
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amortization of intangible assets;
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license and content fees;
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credit card processing fees;
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serving our search results;
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telecommunication costs, including the use of phone numbers relating to our call products and services;
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maintaining our websites;
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domain name registration renewal fees;
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fees paid to outside service providers;
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delivering customer service;
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depreciation of network equipment and software;
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colocation service charges of our network website equipment;
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bandwidth and software license fees;
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payroll and related expenses of related personnel; and
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stock-based compensation of related personnel.
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User Acquisition Costs
For the periods presented the largest component of our service costs consists of user acquisition costs that relate primarily to payments made to distribution partners for access to their mobile, online, offline, or other user traffic. We enter into agreements of varying durations with distribution partners that integrate our services into their web sites, indexes or other sources of user traffic. The primary economic structure of the distribution partner agreements is a variable payment based on a specified percentage of revenue.
These variable payments are often subject to minimum payment amounts per phone call or other action. Other payment structures that to a lesser degree exist include:
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variable payments based on a specified metric, such as number of paid phone calls or other actions;
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fixed payments, based on a guaranteed minimum amount of usage delivered; and
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a combination arrangement with both fixed and variable amounts that may be paid in advance.
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We expense user acquisition costs based on whether the agreement provides for variable or fixed payments. Agreements with variable payments based on a percentage of revenue, number of paid phone calls, or other metrics are expensed as incurred based on the volume of the underlying activity or revenue multiplied by the agreed-upon price or rate. Agreements with fixed payments with minimum guaranteed amounts of usage are expensed at the greater of the pro-rata amount over the term of arrangement or the actual usage delivered to date based on the contractual revenue share.
Sales and Marketing
Sales and marketing expenses consist primarily of:
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payroll and related expenses for personnel engaged in marketing and sales functions;
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advertising and promotional expenditures including online and outside marketing activities;
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cost of systems used to sell to and serve advertisers; and
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stock-based compensation of related personnel.
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Product Development
Product development costs consist primarily of expenses incurred in the research and development, creation and enhancement of our products and services.
Our research and development expenses include:
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payroll and related expenses for personnel;
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costs of computer hardware and software;
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21
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costs incurred in developing features
and functionality of the services we offer; and
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stock-based compensation of related personnel.
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For the periods presented, substantially all of our 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 350. This statement requires that costs 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.
General and Administrative
General and administrative expenses consist primarily of:
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payroll and related expenses for executive and administrative personnel;
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professional services, including accounting, legal and insurance;
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other general corporate expenses; and
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stock-based compensation of related personnel.
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Stock-Based Compensation
We measure stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. Stock-based compensation expense has been included in the same lines as compensation paid to the same employees in the consolidated statements of operations.
Provision for Income Taxes
We utilize 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. Uncertain tax positions as September 30, 2016 amounted to $1.0 million.
At September 30, 2016, based upon both positive and negative evidence available, we determined that it is not more likely than not that our deferred tax assets of $43.4 million will be realized and accordingly, we have recorded a 100% valuation allowance of $43.4 million against these deferred tax assets. This compares to a valuation allowance of $34.5 million at December 31, 2015. 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, we concluded that it is not more likely than not that the gross deferred tax assets will be realized. In assessing the realizability of deferred tax assets, we considered whether it is more likely than not that some or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. We also considered the future reversal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. We incurred taxable losses in 2013, 2014, and 2015. As of September 30, 2016, our federal NOL carryforwards were approximately $52.5 million for income tax purposes, which will begin to expire in 2026. As of September 30, 2016, our state, city, and other foreign jurisdiction NOL carryforwards were approximately $6.4 million, which begin to expire in 2025.
From time to time, various state, federal, and other jurisdictional tax authorities undertake reviews of us and our filings. We believe any adjustments that may ultimately be required as a result of any of these reviews will not be material to the financial statements.
22
Results
of Operations
The following table presents certain of our operating results as a percentage of revenue for the periods indicated:
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Nine Months Ended
September 30,
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Three Months Ended
September 30,
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2015
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2016
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2015
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2016
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Revenue
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100
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%
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100
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%
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100
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%
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100
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%
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Expenses:
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Service costs
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55
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%
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60
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%
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54
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%
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60
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%
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Sales and marketing
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11
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%
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17
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%
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12
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%
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18
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%
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Product development
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22
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%
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22
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%
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21
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%
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22
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%
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General and administrative
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14
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%
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16
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%
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13
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%
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17
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%
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Acquisition and disposition related costs
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0
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%
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1
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%
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0
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%
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|
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1
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%
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Total operating expenses
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|
102
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%
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|
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115
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%
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|
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100
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%
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|
|
119
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%
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Impairment of goodwill
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|
|
—
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(63
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%)
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|
—
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|
|
—
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Income (loss) from operations
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|
|
(2
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%)
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(77
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%)
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0
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%
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(0
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%)
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Other expense
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0
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%
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|
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0
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%
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|
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0
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%
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|
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0
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%
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Income (loss) from continuing operations before provision for income taxes
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(2
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%)
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(77
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%)
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0
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%
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(19
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%)
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Income tax expense
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|
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0
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%
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0
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%
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|
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1
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%
|
|
|
0
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%
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Net loss from continuing operations
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(2
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%)
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(77
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%)
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|
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(1
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%)
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(19
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%)
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Discontinued operations, net of tax
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26
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%
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—
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%
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1
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%
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|
|
—
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%
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Net income (loss)
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24
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%
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(77
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%)
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0
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%
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(19
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%)
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Dividends paid to participating securities
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|
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0
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%
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|
|
—
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%
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|
|
0
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%
|
|
|
—
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%
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Net income (loss) applicable to common stockholders
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|
|
24
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%
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|
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(77
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%)
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|
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0
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%
|
|
|
(19
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%)
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Segment Operating Results
We have historically organized our operations into two segments: (1) the Call-driven segment which is comprised of our performance-based advertising business focused on driving phone calls; and (2) the Archeo segment which included our click-based advertising and Internet domain name operations that were sold in 2015. For the three and nine months ended September 30, 2016, our operating results are primarily all Call-driven and other operating activities related to the transition activities of the Archeo operations were not significant. For the three and nine months ended September 30, 2015, operating results by segment were as follows:
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Nine months
ended September 30,
2015
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Three months
ended September 30,
2015
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Call-driven
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Revenue
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$
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105,621
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$
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36,135
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Operating expenses
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99,412
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33,958
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Segment profit
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$
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6,209
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$
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2,177
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Archeo
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Revenue
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$
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2,492
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$
|
717
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Operating expenses
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2,447
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450
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Segment profit
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$
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45
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$
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267
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Reconciliation of segment profit from operations to loss from continuing operations before provision for income taxes:
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Total segment profit
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$
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6,254
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$
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2,444
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Less reconciling items:
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Stock based compensation
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|
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7,809
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|
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|
2,351
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|
Acquisition and disposition related costs
|
|
|
199
|
|
|
|
81
|
|
Other expense
|
|
|
52
|
|
|
|
12
|
|
Loss from continuing operations before provision for income taxes
|
|
$
|
(1,806
|
)
|
|
$
|
0
|
|
23
|
|
Nine months
ended September 30,
2015
|
|
|
Three months
ended September 30,
2015
|
|
Reconciliation of segment revenue to consolidated revenue
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|
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|
|
|
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Call-driven
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|
$
|
105,621
|
|
|
$
|
36,135
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|
Archeo
|
|
|
2,492
|
|
|
|
717
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|
Total
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|
$
|
108,113
|
|
|
$
|
36,852
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|
Comparison of the three months ended September 30, 2015 to the three months ended September 30, 2016 and the nine months ended September 30, 2015 to the nine months ended September 30, 2016.
Revenue
Revenue decreased 17% from $36.9 million for the three months ended September 30, 2015 to $30.7 million in the same period in 2016. Revenue decreased 6% from $108.1 million for the nine months ended September 30, 2015 to $101.1 million in the same period in 2016. The decrease for the three and nine months ended September 30, 2016, was primarily due to a decrease in Call-driven revenues and no longer generating any Archeo revenues during 2016 as a result of the sale of the remaining Archeo operations in December 2015. Archeo revenues for the three and nine months ended September 30, 2015 were $717,000 and $2.5 million, respectively.
Our Call-driven revenues were $36.1 million for the three months ended September 30, 2015 and $30.7 million in the same period in 2016.
Our Call-Driven revenues were $105.6 million for the nine months ended September 30, 2015 and $101.1 million in the same period in 2016. The decrease for both periods were due primarily to lower advertiser budgets for our pay-for-call services and fewer YP small business accounts and related revenues.
We expect our revenues to be lower in the near and intermediate terms compared to the most recent quarters with fewer small business accounts on our local leads platform and reduced demand for calls from our call advertising customers, particularly in the latter part of the fourth quarter where we have historically experienced lower call volumes.
Under our primary arrangement with YP, we generate revenues from our local leads platform to sell call advertising and/or search marketing packages through their existing sales channels, which are then fulfilled by us across our distribution network. We are paid account fees and agency fees for our products in the form of a percentage of the cost of every call or click delivered to their advertisers. We also have a separate pay-for-call relationship with YP within our Call Marketplace. We charge an agreed-upon price for qualified calls or leads from our network. In 2015, we extended these agreements through December 31, 2016. The primary local leads platform arrangement includes certain minimum fee commitments by YP through the first half of 2016 and provides YP additional flexibility to migrate active accounts to itself or a third-party provider prior to the end of an advertiser contract. To the extent our revenues from large national advertisers grow at a faster rate than from YP small business accounts, our revenues from YP as a percentage of our total revenue may decrease. Additionally, YP’s small business account base from their traditional business has declined, and to the extent declines occur in their business, their small business accounts may spend fewer dollars on our pay-for-call services. In addition, we expect YP may decrease the number of new advertiser accounts with us and may elect to migrate certain active accounts to itself or a third party provider which would result in fewer small business accounts and related revenues. We expect YP will comprise lower total revenues in the near term than in recent periods. We also have a separate distribution partner agreement with YP. There can be no assurance that our business with them in the future will continue at or near current revenue and contribution levels, that we will be able to renew and extend the contracts set to expire in December 2016, and if renewed, the contracts are likely to be on less favorable terms to us, any of which could have a material adverse effect on our future operating results. YP accounted for 28% and 22% of total revenues for the three months ended September 30, 2015 and 2016, respectively, and 30% and 23% for the nine months ended September 30, 2015 and 2016, respectively.
We also have arrangements with advertising agencies, such as Resolution Media and OMD Digital, who act on an advertiser’s behalf and may represent more than one advertiser that utilizes our products and services. Our primary arrangement with Resolution Media is for pay-for-call services whereby we charge an agreed-upon price for qualified calls or leads from our network and call analytic services. Resolution Media accounted for 17% and 19% of total revenues for the three months ended September 30, 2015 and 2016, respectively, and 19% and 21% of total revenues for the nine months ended September 30, 2015 and 2016, respectively, of which the majority related to a single advertiser, State Farm. State Farm, who utilizes our services through Resolution Media and
24
OMD Digital, accounted for 19% and 20% of total revenues for the three and nine months ended September 30, 2015, respectively, and 22% and 24% of total revenues for the thr
ee and nine months ended September 30, 2016, respectively.
We have revenue concentrations with other certain large customers. Many of these customers are not subject to long term contracts with us or have contracts with near term expiration dates such as Yellow Pages Ltd, and are able to reduce or cease advertising spend at any time and for any reason. In some cases, we engage with advertisers through advertising agencies, who act on behalf of the advertisers. Advertising agencies, such as Resolution Media and OMD Digital, may place insertion orders with us on behalf of advertisers (including State Farm) for particular advertising campaigns for a set period of time and are not obligated to commit beyond the campaign governed by a particular insertion order and may also cancel the campaign prior to completion. Advertising agencies also have relationships with many different providers, each of whom may be running portions of the advertising campaign. A significant reduction in advertising spending or budgets by our largest customers, or the loss of one or more of these customers, if not replaced by new customers or an increase in business from existing customers, would have a material adverse effect on our future operating results.
Our ability to maintain and grow our revenues will depend in part on maintaining and increasing the number and volume of transactions with advertisers and advertising services providers and maintaining and increasing the number of phone calls and the other actions performed by users of our services through our distribution partners. We believe this is dependent in part on delivering quality traffic that ultimately results in purchases or conversions as well as providing through our call analytics platform quality data and insights that can measure the performance of advertising spend for our advertisers and advertising service providers. Our revenues are primarily generated using third party distribution networks to deliver the pay-for-call advertisers’ listings. The distribution network includes mobile and online search engine applications, directories, destination sites, shopping engines, third party Internet domains or web sites, other targeted Web-based content and offline sources. We generate revenue upon delivery of qualified and reported phone calls to our advertisers or to advertising services providers’ listings. We pay a revenue share to the distribution partners to access their mobile, online, offline or other user traffic. We also generate revenue from cost-per-action services, which occurs when a user makes a phone call from our advertiser’s listing or is redirected from one of our web sites or a third party web site in our distribution network to an advertiser web site and completes the specified action. Other revenues include our call provisioning and call tracking services, local leads platform for resellers, and campaign management services. Companies distributing advertising through mobile and internet based sources have experienced, and are likely to continue to experience consolidation. If we do not add new distribution partners or renew our existing distribution partner agreements and on terms as favorable as current arrangements, replace traffic lost from terminated distribution agreements with other sources, or if our distribution partners’ businesses do not grow or are adversely affected, our revenue and results of operations may be materially and adversely affected. We utilize phone numbers as part of our pay-for-call and call analytic services to advertisers, which enables advertisers and other users of our services to help measure the effectiveness of mobile, online, and offline advertising campaigns. If we are not able to secure or retain sufficient phone numbers needed for our services or we are limited in the number of available telecommunication carriers or vendors to provide such phone numbers to us in the event of any industry consolidation or if telecommunication carriers or vendors were to experience system disruptions, our revenue and results of operations may be materially and adversely affected. In addition, if revenue grows and the volume of transactions and traffic increases, we will need to expand our network infrastructure. Inefficiencies in our network infrastructure to scale and adapt to higher call volumes could materially and adversely affect our revenue and results of operations.
We anticipate that these variables will fluctuate in the future, affecting our ability to grow and our financial results. In particular, it is difficult to project phone call usage, the number of phone calls or other actions performed by users of our products and services, which will be delivered to our advertisers, and how much advertisers will spend with us and the amount they are willing to pay for our products and services. It is even more difficult to anticipate the average revenue per phone call or other performance-based actions. It is also difficult to anticipate the impact of worldwide economic conditions on advertising budgets.
In addition, we believe we will experience seasonality. Our quarterly results have fluctuated in the past and may fluctuate in the future due to seasonal fluctuations in levels of mobile and internet usage and seasonal purchasing cycles of many advertisers. Our experience has shown that during the spring and summer months, mobile and Internet usage is lower than during other times of the year and during the latter part of the fourth quarter of the calendar year we generally experience lower call volume and reduced demand for calls from our call advertising customers. The extent to which usage and call volume may decrease during these off-peak periods is difficult to predict. Prolonged or severe decreases in usage and call volume during these periods may adversely affect our growth rate and results and in turn the market price of our securities. In the first quarter of the calendar year, this trend generally reverses with increased mobile and internet usage and often new budgets at the beginning of the year for many of our customers with fiscal years ending December 31. The seasonal purchasing cycles of some customers in certain industries may also be higher in the first half versus the latter half of the calendar year. Additionally, the current business environment and our industry has generally both resulted in, and we may continue to see, many advertisers and reseller partners reducing advertising and marketing services budgets or changing such budgets throughout the year, which we expect will impact our quarterly results of operations in addition to the typical seasonality seen in our industry.
25
We believe that our future revenue growth will depend on, among other factors, our ability to attract new advertisers, compete effectively, maximize our sales efforts, demonstrate a positive return on invest
ment for advertisers, successfully improve existing products and services, develop successful new products and services, and expand internationally. If we are unable to generate adequate revenue growth and to manage our expenses, we may continue to incur s
ignificant losses in the future and may not be able to achieve or maintain profitability.
Expenses
Expenses were as follows (in thousands):
|
|
Nine months ended September 30,
|
|
|
Three months ended September 30,
|
|
|
|
2015
|
|
|
% of
revenue
|
|
|
2016
|
|
|
% of
revenue
|
|
|
2015
|
|
|
% of
revenue
|
|
|
2016
|
|
|
% of
revenue
|
|
Service costs
|
|
$
|
59,166
|
|
|
|
55
|
%
|
|
$
|
60,964
|
|
|
|
60
|
%
|
|
$
|
20,003
|
|
|
|
54
|
%
|
|
$
|
18,505
|
|
|
|
60
|
%
|
Sales and marketing
|
|
|
11,969
|
|
|
|
11
|
%
|
|
|
16,733
|
|
|
|
17
|
%
|
|
|
4,266
|
|
|
|
12
|
%
|
|
|
5,562
|
|
|
|
18
|
%
|
Product development
|
|
|
23,608
|
|
|
|
22
|
%
|
|
|
21,859
|
|
|
|
22
|
%
|
|
|
7,769
|
|
|
|
21
|
%
|
|
|
6,832
|
|
|
|
22
|
%
|
General and administrative
|
|
|
14,925
|
|
|
|
14
|
%
|
|
|
15,815
|
|
|
|
16
|
%
|
|
|
4,721
|
|
|
|
13
|
%
|
|
|
5,320
|
|
|
|
17
|
%
|
Acquisition and disposition related costs
|
|
|
199
|
|
|
|
0
|
%
|
|
|
662
|
|
|
|
1
|
%
|
|
|
81
|
|
|
|
0
|
%
|
|
|
354
|
|
|
|
1
|
%
|
|
|
$
|
109,867
|
|
|
|
102
|
%
|
|
$
|
116,033
|
|
|
|
115
|
%
|
|
$
|
36,840
|
|
|
|
100
|
%
|
|
$
|
36,573
|
|
|
|
119
|
%
|
We record stock-based compensation expense under the fair value method. Stock-based compensation expense was included in the following operating expense categories as follows (in thousands):
|
|
Nine months ended
September 30,
|
|
|
Three months ended
September 30,
|
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
Service costs
|
|
$
|
1,046
|
|
|
$
|
565
|
|
|
$
|
273
|
|
|
$
|
160
|
|
Sales and marketing
|
|
|
893
|
|
|
|
1,321
|
|
|
|
339
|
|
|
|
353
|
|
Product development
|
|
|
1,843
|
|
|
|
1,367
|
|
|
|
620
|
|
|
|
206
|
|
General and administrative
|
|
|
4,027
|
|
|
|
3,993
|
|
|
|
1,119
|
|
|
|
1,060
|
|
Total stock-based compensation
|
|
$
|
7,809
|
|
|
$
|
7,246
|
|
|
$
|
2,351
|
|
|
$
|
1,779
|
|
See
Note 3. Stock-based Compensation Plans
of the Notes to Condensed Consolidated Financial Statements as well as our Critical Accounting Policies for additional information about stock-based compensation.
Service Costs
. Service costs decreased 7% from $20.0 million in the three months ended September 30, 2015 to $18.5 million in the same period in 2016. The decrease in dollars was primarily attributable to a decrease in network and communication costs, personnel costs, stock-based compensation, travel costs, and fees paid to outside service providers totaling $1.4 million.
Service costs increased 3% from $59.2 million in the nine months ended September 30, 2015 to $61.0 million in the same period in 2016. The increase was primarily due to an increase in distribution partner payments of $5.9 million, offset partially by decreases in personnel costs, stock-based compensation, network and communication costs, travel costs, fees paid to outside service providers and other operating costs totaling $4.1 million.
As a percentage of revenues, service costs were 54% and 60% for the three months ended September 30, 2015 and 2016, respectively, and 55% and 60% for the nine months ended September 30, 2015 and 2016, respectively. The increase as a percentage of revenue was primarily due to an increase in distribution partner payments, as a percentage of revenue and revenues from our local leads platform comprising a lower proportion of revenue compared to the same period in 2015. Our local leads platform revenues have a lower service cost as a percentage of revenue relative to our overall service cost percentage.
We expect that user acquisition costs and revenue shares to distribution partners are likely to increase prospectively given the competitive landscape for distribution partners. To the extent that payments to pay-for-call, or cost-per-action distribution partners make up a larger percentage of future operations, or the addition or renewal of existing distribution partner agreements are on terms less favorable to us, we expect that service costs will increase as a percentage of revenue. To the extent of revenue declines in these areas, we expect revenue shares to distribution partners to decrease in absolute dollars. Our other sources of revenues, such as our local leads platform have no corresponding distribution partner payments and accordingly have a lower service cost as a percentage of revenue relative to our overall service cost percentage. In addition, advertisers from whom we generate a portion of our call advertising revenues through our local leads platform generally have lower service costs as a percentage of revenue relative to our overall service cost percentage. To the extent our local leads platform makes up a smaller percentage of our future operations, we
26
expect that service costs will increase as a percentage of revenue. We expect service costs as a percentag
e of revenue in the near term to be stable to modestly higher relative to the most recent quarterly period. We also expect that in the longer term service costs will increase in absolute dollars and as a percentage of revenue in connection with any revenue
increase as a result of costs associated with the expansion and additional investment in our communications and network infrastructure as we scale and adapt to increases in the volume of transactions, calls, and traffic and as we invest in our platforms.
Sales and Marketing
. Sales and marketing expenses increased 30% from $4.3 million for the three months ended September 30, 2015 to $5.6 million in the same period in 2016. As a percentage of revenue, sales and marketing expenses were 12% and 18% for the three months ended September 30, 2015 and 2016, respectively. The increase in dollars and percentage of revenue was primarily attributable to an increase in personnel costs as a result of an increase in our sales force, travel costs, and employee separation related costs, totaling $1.6 million, offset partially by a decrease in outside marketing costs of $359,000.
Sales and marketing expenses increased 40% from $12.0 million for the nine months ended September 30, 2015 to $16.7 million in the same period in 2016. As a percentage of revenue, sales and marketing expenses were 11% and 17% for the nine months ended September 30, 2015 and 2016, respectively. The increase in dollars and percentage of revenue was primarily attributable to an increase in personnel costs as a result of an increase in our sales force, stock-based compensation, travel costs, fees paid to outside service providers, and employee separation related costs, totaling $5.2 million, offset partially by a decrease in outside marketing activities of $472,000. The percentage of revenue increase was also attributable to lower revenues in 2016.
We expect some volatility in sales and marketing expenses based on the timing of marketing initiatives but expect sales and marketing expenses in the near and intermediate term to be relatively stable to modestly lower in absolute dollars and to increase in the longer term to the extent we expand our sales force, marketing initiatives, and look to further our international initiatives. We expect that sales and marketing expenses will increase in connection with any revenue increase to the extent that we also increase our marketing activities and correspondingly could increase as a percentage of revenue.
Product Development
. Product development expenses decreased 12% from $7.8 million for the three months ended September 30, 2015 to $6.8 million in the same period in 2016. The net decrease in dollars was primarily due to a decrease in personnel costs, stock-based compensation, travel costs, and fees paid to outside service providers totaling $917,000. As a percentage of revenue, product development expenses were relatively flat at 21% and 22% for the three months ended September 30, 2015 and 2016, respectively.
Product development expenses decreased 7% from $23.6 million for the nine months ended September 30, 2015 to $21.9 million in the same period in 2016. The net decrease in dollars was primarily due to a decrease in personnel costs, stock-based compensation, travel costs, fees paid to outside service providers, and depreciation totaling $1.8 million. As a percentage of revenue, product development expenses were relatively flat at 22% for the nine months ended September 30, 2015 and 2016.
In the near and intermediate term, we expect product development expenditures to be modestly lower in absolute dollars. In the longer term, we expect that product development expenses will increase in absolute dollars as we increase the number of personnel and consultants to enhance our service offerings and as a result of additional stock-based compensation expense.
General and Administrative
. General and administrative expenses increased 13% from $4.7 million in the three months ended September 30, 2015 to $5.3 million in the same period in 2016. As a percentage of revenue, general and administrative expenses were 13% and 17% for the three months ended September 30, 2015 and 2016, respectively. The increase in dollars and percentage of revenue was primarily due to an increase in personnel costs which included employee separation related costs, and fees paid to outside service providers totaling $1.0 million, which was offset partially by a decrease in bad debt expense and other operating expenses. The percentage of revenue increase was also attributable to lower revenues in 2016.
General and administrative expenses increased 6% from $14.9 million in the nine months ended September 30, 2015 to $15.8 million in the same period in 2016. As a percentage of revenue, general and administrative expenses were relatively flat at 14% and 16% for the nine months ended September 30, 2015 and 2016, respectively. The increase in dollars was primarily due to an increase in personnel costs which included employee separation related costs and fees paid to outside service providers totaling $1.3 million which was offset partially by a decrease in bad debt and other operating costs.
We expect our general and administrative expenses to be modestly higher in the near term and lower in the intermediate term. We expect that our general and administrative expenses will increase in the longer term to the extent that we expand our operations, and incur additional costs in connection with being a public company, including expenses related to professional fees and insurance, and as a result of stock-based compensation expense. We also expect fluctuations in our general and administrative expenses to the extent the recognition timing of stock compensation is impacted by market conditions relating to our stock price.
27
Impairment of goodwill
. For the three months ended June 30, 2016, our stock price was impacted by volatility in the U.S. financial markets, and traded below the then book value for an extended period of time. Accordingly, we tested goodwill for impai
rment and concluded that the carrying value exceeded the estimated fair value of our single reporting unit and recognized an impairment loss during the second quarter of 2016 of $63.3 million. The estimated fair value of our single reporting unit was based
on estimates of future operating results, discounted cash flows and other market-based factors, including our stock price. The goodwill impairment loss resulted primarily from a sustained decline in our common stock share price and market capitalization a
s well as lower projected revenue growth rates and profitability levels compared to historical results. The lower projected operating results reflected changes in assumptions related to organic revenue growth rates, market trends, business mix, cost struct
ure, and other expectations about the anticipated short-term and long-term operating results.
As of September 30, 2016, we no longer have any goodwill on our balance sheet.
The testing of goodwill for impairment requires us to make significant estimates about our 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 our stock price and market capitalization; a significant decline in its expected future cash flows or a significant adverse change in our 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 our common stock and market capitalization.
Income Taxes
. The income tax expense from continuing operations was $191,000 and $11,000 for the three and nine months ended September 30, 2015, respectively. This compares to income tax expense of $15,000 and $40,000 in the same periods in 2016, respectively, and was related to state income taxes. The effective tax rate differed from the expected effective tax rate of 34% due to full valuation allowance and to a lesser extent due to state income taxes, non-deductible stock-based compensation related to incentive stock options recorded under the fair-value method and other non-deductible amounts.
Discontinued Operations, net of tax
. In April 2015, we sold certain assets related to Archeo’s domain operations, including the bulk of its domain name portfolio. The operating results related to this disposition are shown as discontinued operations as well as the gain on sale, net of tax, of $22.2 million in the nine months ended September 30, 2015. In December 2015, we sold the remaining Archeo operations which did not meet the criteria for discontinued operations, and as a result the operating results are reflected in continuing operations. See
Note 12. Discontinued Operations, Dispositions, and Other
of the Notes to Condensed Consolidated Financial Statements for further discussion.
Net Income (Loss).
Net income was $9,000 for the three months ended September 30, 2015 and was a net loss of ($5.9) million in the same period in 2016. The decrease was primarily due to lower revenues with total operating costs remaining relatively consistent year over year. We also incurred employee separation and facility termination related costs of $1.6 million in the third quarter of 2016.
Net income was $25.5 million for the nine months ended September 30, 2015 and was a net loss of $(78.3) million in the same period in 2016. The decrease was primarily attributable to a goodwill impairment charge in the second quarter of 2016 in the amount of $63.3 million and the sale of Archeo’s domain operations in April 2015 which resulted in a $22.2 million gain in discontinued operations, net of tax, in the nine months ended September 30, 2015 with no corresponding amounts in 2016. The decrease to a lesser extent was a result of lower revenues, higher sales and marketing costs, and employee separation and facility termination related costs of $1.6 million incurred in the third quarter of 2016.
Liquidity and Capital Resources
As of September 30, 2016, we had cash and cash equivalents of $105.3 million and we had current and long term contractual obligations of $9.6 million, of which $3.5 million is for rent under our facility leases.
Cash used in operating activities for the nine months ended September 30, 2016 of approximately $2.9 million consisted primarily of a net loss of $78.3 million, adjusted for non-cash items of $74.4 million, which primarily includes impairment of goodwill, depreciation and amortization, allowance for doubtful accounts and advertiser credits, and stock-based compensation, and approximately $1.0 million used in working capital and other activities. Cash provided by operating activities for the nine months ended September 30, 2015 of approximately $12.0 million consisted primarily of net income of $25.5 million, adjusted for the gain on sale of discontinued operations of $22.2 million, non-cash items of $11.2 million, which primarily includes depreciation and amortization, allowance for doubtful accounts and advertiser credits, and stock-based compensation, and approximately $2.5 million used in working capital and other activities.
28
With respect to a significant portion of our call-based adver
tising services, the amount payable to our distribution partners will be calculated at the end of a calendar month, with a payment period following the delivery of the phone calls or other actions. These services constituted the majority of revenues for th
e three and nine months ended September 30, 2015 and 2016. We generally receive payment from advertisers in close proximity to the timing of the corresponding payments to the distribution partners who provide calls, other delivery actions, or placement for
the listings. In certain cases, payments to distribution partners are paid in advance or are fixed in advance based on a guaranteed minimum amount of usage delivered. We have no corresponding payments to distribution partners related to our local leads pl
atform.
Nearly all of our reseller partner arrangements are billed on a monthly basis following the month of our phone call or other action delivery. This payment structure results in our advancement of monies to the distribution partners who have provided the corresponding calls, other delivery actions, or placements of the listings. For these services, reseller partner payments are generally received two to four weeks following payment to the distribution partners. We also have payment arrangements with advertising agencies whereby we receive payment after the agency’s advertiser pays the agency, which is generally between 60 and 120 days or longer, following the delivery of services. We expect that in the future periods, if the amounts from our reseller partner and agency arrangements account for a greater percentage of our operating activity, working capital requirements will increase as a result.
We have payment arrangements with reseller partners particularly related to our local leads and call advertising services, such as YP, CDK Global, hibu, Supermedia Inc., and Yellow Pages Ltd, whereby we receive payment generally between 30 and 60 days following the delivery of services. We also have payment arrangements with Resolution Media and OMD Digital, advertising agencies related to our call marketplace and call analytics services, whereby we receive payment when the agency’s advertiser pays the agency, which is generally between 60 and 90 days following the delivery of services and in some instances may take longer.
For the nine months ended and as of September 30, 2016, amounts from these partners and agencies totaled 60% of revenue and $12.1 million in accounts receivable. Based on the timing of payments, we generally have this level of amounts in outstanding accounts receivable at any given time from these partners and advertising agencies. A single advertiser, State Farm, who represented the majority of the revenue and accounts receivable generated by Resolution Media and OMD Digital, accounted for 24% of total revenues and 20% of accounts receivable for the nine months ended and as of September 30, 2016.
In 2015, we amended our arrangements with YP, extending them through December 31, 2016. The primary local leads platform arrangement included certain minimum fee commitments by YP through the first half of 2016 and provides YP additional flexibility to migrate active accounts to itself or a third-party provider prior to the end of an advertiser contract. We also have a separate distribution partner agreement with YP. There can be no assurance that our business with them in the future will continue at or near current revenue and contribution levels, that we will be able to renew and extend the contracts set to expire in December 2016, and, if renewed, the contracts are likely to be on less favorable terms to us, any of which could have a material adverse effect on our future operating results. Net accounts receivable balances outstanding at September 30, 2016 from YP totaled $4.5 million.
We have revenue concentrations with certain other large advertisers and advertising agencies and most of these customers are not subject to long term contracts with us or have contracts with near term expiration dates such as Yellow Pages Ltd, and are generally able to reduce or cease advertising spending at any time and for any reason. In some cases, we engage with advertisers through advertising agencies, who act on behalf of the advertisers. Advertising agencies, such as Resolution Media and OMD Digital, may place insertion orders with us on behalf of advertisers (including State Farm) for particular advertising campaigns for a set period of time and are not obligated to commit beyond the campaign governed by a particular insertion order and may also cancel the campaign prior to completion. Advertising agencies also have relationships with many different providers, each of whom may be running portions of the advertising campaign. A significant reduction in advertising spending or budgets by our largest customers, or the loss of one or more of these customers, if not replaced by new customers or an increase in business from existing customers, would adversely affect revenues and profitability. This could have a material adverse effect on our results of operations and financial condition. There can be no assurances that these partners or other advertisers will not experience financial difficulty, curtail operations, reduce or eliminate spend budgets, delay payments or otherwise forfeit balances owed.
Cash used in investing activities for the nine months ended September 30, 2016 of approximately $829,000 was primarily attributable to purchases for property and equipment of approximately $594,000 and cash paid for costs incurred as a result of the sale of the remaining Archeo assets of $224,000. Cash provided by investing activities for the nine months ended September 30, 2015 of approximately $21.6 million was primarily attributable to cash from the sale of the bulk of Archeo’s domain operations, net of transaction costs, of $25.3 million. These amounts were partially offset by purchases for property and equipment of $3.6 million and purchases of intangible and other noncurrent assets of $46,000.
We expect property and equipment purchases will increase as we continue to invest in equipment and software. To the extent our operations increase, we expect to increase expenditures for our systems and personnel. We expect our expenditures for product development initiatives and internally developed software will increase in the longer term in absolute dollars as our development
29
activities accelerate and we increase the number of personnel and consultants to enhance our service offerings. In the intermedia
te to long term, we also expect to increase the number of personnel supporting our sales, marketing and related growth initiatives.
Cash used in financing activities for the nine months ended September 30, 2016 of approximately $178,000 was primarily attributable to repurchases of 89,000 shares of Class B common stock for treasury and minimum tax withholding payments related to certain executive restricted stock award vests totaling $519,000, which was partially offset by proceeds primarily from employee stock option exercises and the employee stock purchase plan of $341,000. Cash used in financing activities for the nine months ended September 30, 2015 of approximately $4.7 million was primarily attributable to the payment of common stock dividends and repurchases of Class B common stock.
The following table summarizes our contractual obligations as of September 30, 2016, and the effect these obligations are expected to have on our liquidity and cash flows in future periods (in thousands).
|
|
Total
|
|
|
Less than 1 year
|
|
|
1-3 years
|
|
|
4-5 years
|
|
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
$
|
3,527
|
|
|
$
|
2,362
|
|
|
$
|
1,165
|
|
|
$
|
—
|
|
Other contractual obligations
|
|
|
6,060
|
|
|
|
3,912
|
|
|
|
2,148
|
|
|
|
—
|
|
Total contractual obligations (1)
|
|
$
|
9,587
|
|
|
$
|
6,274
|
|
|
$
|
3,313
|
|
|
$
|
—
|
|
(1)
|
Our tax contingencies of $1.0 million are not included due to their uncertainty.
|
We anticipate that we will need to invest working capital towards the development and expansion of our overall operations. We may also make a significant number of acquisitions, which could result in the reduction of our cash balances or the incurrence of debt. Furthermore, we expect that capital expenditures may increase in future periods, particularly if our operating activity increases.
As of September 30, 2016, we have a Credit Agreement which provides us with a $30 million senior secured revolving credit line, which may be used for various corporate purposes including financing permitted acquisitions, subject to compliance with applicable covenants. In June 2016, we signed an amendment to the Credit Agreement that modifies the unused commitment fees, replaces certain financial covenants under the Credit Agreement with a covenant limiting outstanding balances not to exceed a defined ratio against our unrestricted cash and cash equivalent balances and a covenant with certain earnings thresholds, and modifies the levels and types of indebtedness and payments we may make. The Credit Agreement has a maturity date of April 1, 2017 and contains certain customary representations and warranties, financial covenants, events of default and is secured by substantially all of the assets of the Company. During the nine months ended September 30, 2015 and 2016, the Company had no borrowings under the Credit Agreement.
In November 2014, our 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, we are authorized to repurchase up to 3 million shares of our Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as we deem appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when we 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.
In 2015, quarterly dividends of $0.02 per share were paid on February 17 and May 18, 2015 to the holders of record as of the close of business on February 6 and May 7, 2015, respectively. The aggregate quarterly dividend paid in February and May 2015 was $840,000 and $845,000, respectively. We discontinued paying dividends on our common stock after the second quarter of 2015, and we do not anticipate declaring or paying dividends in the foreseeable future.
Based on our operating plans we believe that our existing resources and cash flow provided by ongoing operations, will be sufficient to fund our operations for at least twelve months. Additional equity and debt financing through our existing credit facility or other financing arrangements may be needed to support our acquisition strategy, our long-term obligations and our company’s needs. There can be no assurance that, if we needed additional funds, our existing credit facility or additional financing arrangements would be available in amounts or on terms acceptable to us, if at all. Failure to generate sufficient revenue or raise additional capital could have a material adverse effect on our ability to continue as a going concern and to achieve our intended business objectives.
30
Critical Accounting Policies
The policies below are critical to our business operations and the understanding of our results of operations. In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of our results.
Our condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States for interim financial information. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our critical accounting policies relate to the following matters and are described below:
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Stock-based compensation;
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Allowance for doubtful accounts and advertiser credits; and
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Provision for income taxes.
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Revenue
We currently generate revenue by delivering call advertising services that enable advertisers of all sizes to reach consumers across online, mobile and offline sources. Our primary source of revenue is performance-based advertising, which includes pay-for-call advertising, and cost-per-action services. For pay-for-call advertising, revenue is recognized upon delivery of qualified and reported phone calls or other action to our advertisers or advertising service providers’ listing which occurs when a mobile, online or offline user makes a phone call or clicks on any of their advertisements after it has been placed by us or by our distribution partners. Each phone call or other action on an advertisement listing represents a completed transaction. For cost-per-action services, revenue is recognized when a user makes a phone call from our advertiser’s listing or is redirected from one of our websites or a third party website in our distribution network to an advertiser website and completes the specified action.
We have entered into agreements with various distribution partners in order to expand our distribution network, which includes search engines, directories, product shopping engines, third party vertical and branded websites, and mobile and offline sources. We generally pay distribution partners based on a specified percentage of revenue or a fixed amount per phone call or other action on these listings. We act as the primary obligor in these transactions, and we are responsible for providing customer and administrative services to the advertiser. In accordance with FASB ASC 605, the revenue derived from advertisers who receive paid introductions through us as supplied by distribution partners is reported gross based upon the amounts received from the advertiser. We also recognize revenue for certain agency contracts with advertisers under the net revenue recognition method. Under these specific agreements, we purchase listings on behalf of advertisers from search engines and directories. We are paid account fees and also agency fees based on the total amount of the purchase made on behalf of these advertisers. Under these agreements, our advertisers are primarily responsible for choosing the publisher and determining pricing, and we, in certain instances, are only financially liable to the publisher for the amount collected from our advertisers. This creates a sequential liability for media purchases made on behalf of advertisers. In certain instances, the web publishers engage the advertisers directly and we are paid an agency fee based on the total amount of the purchase made by the advertiser. In limited arrangements, resellers pay us a fee for fulfilling an advertiser’s campaign in our distribution network and we act as the primary obligor. We recognize revenue for these fees under the gross revenue recognition method.
When an arrangement involves multiple deliverables, the entire fee from the arrangement is allocated to each respective deliverable based on its relative selling price and recognized when revenue recognition criteria for each deliverable are met. The selling price for each deliverable is established based on the sales price charged when the same deliverable is sold separately, the price at which a third party sells the same or similar and largely interchangeable deliverable on a standalone basis or the estimated selling price if the deliverable were to be sold separately.
In certain cases, we record revenue based on available and reported preliminary information from third parties. Collection on the related receivables may vary from reported information based upon third party refinement of the estimated and reported amounts owed that occurs subsequent to period ends.
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Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in business combinations accounted for under the purchase method.
Goodwill is tested annually for impairment and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The provisions of the accounting standard for goodwill allow us to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The testing of goodwill for impairment requires us to make significant estimates about our 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 our stock price and market capitalization; a significant decline in our expected future cash flows or a significant adverse change in our 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 our share price of our common stock and market capitalization.
We recognized an impairment loss during the second quarter of 2016 of $63.3 million. As of September 30, 2016, we have no goodwill on our balance sheet.
Stock-Based Compensation
FASB ASC 718 requires the measurement and recognition of compensation for all stock-based awards made to employees, non-employees and directors including stock options, restricted stock issuances, and restricted stock units be based on estimated fair values. Under the fair value recognition provisions, we recognize stock-based compensation net of an estimated forfeiture rate, and therefore only recognize compensation cost for those shares expected to vest over the requisite service period.
We generally use the Black-Scholes option pricing model as our method of valuation for stock-based awards with time-based vesting. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the expected life of the award, our expected stock price, volatility over the term of the award and actual and projected exercise behaviors. For stock-based awards with time-based vesting, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.
We may issue equity awards of stock options and restricted stock awards that have vesting based on a combination of certain service and market conditions. For equity awards with vesting based on a combination of certain service and market conditions, we factor an estimated probability of achieving certain service and market conditions and recognize compensation cost over the requisite service period of the award. We use a binomial lattice model to determine the fair value for each tranche and a Monte Carlo simulation to determine the derived service period for each tranche.
Although the fair value of stock-based awards is determined in accordance with FASB ASC 718, the assumptions used in calculating fair value of stock-based awards, the use of the Black-Scholes option pricing model, and the use of the binomial lattice model and a Monte Carlo simulation are highly subjective, and other reasonable assumptions could provide differing results. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. See
Note 3 Stock-based Compensation Plans
in the Condensed Notes to Consolidated Financial Statements for additional information.
Allowance for Doubtful Accounts and Advertiser Credits
Accounts receivable balances are presented net of allowance for doubtful accounts and advertiser credits. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our accounts receivable. We determine our allowance based on analysis of historical bad debts, advertiser concentrations, advertiser creditworthiness and current economic trends. We review the allowance for collectability on a quarterly basis. Account balances are written off against the allowance after all reasonable means of collection have been exhausted and the potential recovery is considered remote. If the financial condition of our advertisers were to deteriorate, resulting in an impairment of their ability to make payments, or if we underestimated the allowances required, additional allowances may be required which would result in increased general and administrative expenses in the period such determination was made.
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We determine our allowance for advertiser credits and adjustments based upon our analysis of historical credits. Material differences may result
in the amount and timing of our revenue for any period if our management made different judgments and estimates.
Provision for Income Taxes
We are subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We utilize 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. Uncertain tax positions as of September 30, 2016 amounted to $1.0 million.
We determined that it is not more likely than not that its deferred tax assets will be realized and accordingly recorded 100% valuation allowance against these deferred tax assets as of December 31, 2015 and September 30, 2016. In assessing whether it is more likely than not that our deferred tax assets will be realized, factors considered included: historical taxable income, historical trends related to advertiser usage rates, projected revenues and expenses, macroeconomic conditions, issues facing the industry, existing contracts, our ability to project future results and any appreciation of its other assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. We considered the future reversal of deferred tax liabilities, carryback potential, projected taxable income, and tax planning strategies as well as its history of taxable income or losses in the relevant jurisdictions in making this assessment. Based on the level of historical taxable losses and the uncertainty of projections for future taxable income over the periods for which the deferred tax assets are deductible, we concluded that it is not more likely than not that the gross deferred tax assets will be realized.
Recent Accounting Pronouncement Not Yet Effective
In May 2014, the FASB issued Accounting Standards Update No. 2014-09
, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09)
, which amends the existing accounting standards for revenue recognition. ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled when products or services are transferred to customers. In July 2015, the FASB voted to approve a one-year delay of the effective date. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. ASU 2014-09 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. In 2016, the FASB issued additional guidance to clarify the implementation guidance. We are currently in the process of evaluating the impact of adoption of ASU 2014-09 on our consolidated financial statements.
In November 2015, the FASB issued Accounting Standards Update No. 2015-17,
Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17)
, an ASU amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheet. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The ASU may be adopted either prospectively or retrospectively. We do not expect adoption of ASU 2015-17 to have a material impact on our consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02
Leases (Topic 842)
, an ASU requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The ASU must be adopted retrospectively. We are currently in the process of evaluating the impact of adoption of ASU 2016-02 on our consolidated financial statements.
In March 2016, the FASB amended the existing accounting standards for stock-based compensation, with Accounting Standards Update No. 2016-09
, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09)
. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. If early adoption is elected, all amendments must be adopted in the same period. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. We are currently evaluating the impact of these amendments and the transition alternatives on our consolidated financial statements.
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In June 2016, the FASB issued Accounting Standards Update No. 2016-13,
Financial Instruments — Credit Losses (Topic 326), M
easurement of Credit Losses on Financial Instruments (ASU 2016-13)
, an ASU amending the impairment model for most financial assets and certain other instruments. The ASU is effective for reporting periods beginning after December 15, 2019, with early adopt
ion permitted after December 15, 2018. The ASU must be adopted using a modified-retrospective approach. We do not expect adoption
of ASU 2016-13
to have a material impact on our consolidated financial statements.
Web site
Our web site, www.marchex.com, provides access, without charge, to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such materials are electronically filed with the Securities and Exchange Commission. To view these filings, please go to our web site and click on “Investor Relations” and then click on “SEC Filings.” Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC filings, and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about us, our services, and other matters, and for complying with our disclosure obligations under Regulation FD:
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Marchex Twitter Account (https://twitter.com/marchex)
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Marchex Company Blog (http://www.marchex.com/blog)
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The information we post through these social media channels may be deemed material. Accordingly, investors should monitor the above account and the blog, in addition to following our investor relations website, press releases, SEC filings, and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q.