Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | LOOKSMART LTD | |
Entity Central Index Key | 1,077,866 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | LOOK | |
Entity Common Stock, Shares Outstanding | 5,768,851 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 491 | $ 305 |
Short-term investments | 63 | 129 |
Total cash, cash equivalents and short-term investments | 554 | 434 |
Trade accounts receivable, net | 293 | 255 |
Prepaid expenses and other current assets | 687 | 602 |
Total current assets | 1,534 | 1,291 |
Property and equipment, net | 2,718 | 3,403 |
Other assets, net | 418 | 62 |
Total assets | 4,670 | 4,756 |
Current liabilities: | ||
Short-term Notes Payable | 600 | 0 |
Trade accounts payable | 1,067 | 901 |
Accrued liabilities | 503 | 398 |
Deferred revenue and customer deposits | 827 | 1,018 |
Total current liabilities | 2,997 | 2,317 |
Long-term debt | 700 | 0 |
Long-term portion of deferred rent | 14 | 22 |
Total liabilities | $ 3,711 | $ 2,339 |
Commitment and contingencies | ||
Stockholders' equity: | ||
Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at June 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Common stock, $0.003 par value; Authorized: 80,000 shares; Issued and Outstanding: 5,769 shares at both June 30, 2015 and December 31, 2014 | 17 | 17 |
Additional paid-in capital | 263,108 | 262,508 |
Accumulated other comprehensive loss | (502) | (424) |
Accumulated deficit | (261,415) | (259,435) |
Treasury stock at cost: 130 shares at both June 30, 2015 and December 31, 2014 | (249) | (249) |
Total stockholders' equity | 959 | 2,417 |
Total liabilities and stockholders' equity | $ 4,670 | $ 4,756 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 5,000 | 5,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.003 | $ 0.003 |
Common stock, shares authorized (in shares) | 80,000 | 80,000 |
Common stock, shares issued (in shares) | 5,769 | 5,769 |
Common stock, shares outstanding (in shares) | 5,769 | 5,769 |
Treasury stock (in shares) | 130 | 130 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,020 | $ 1,410 | $ 2,004 | $ 2,468 |
Cost of revenue | 412 | 699 | 864 | 1,390 |
Gross profit | 608 | 711 | 1,140 | 1,078 |
Operating expenses: | ||||
Sales and marketing | 295 | 390 | 703 | 845 |
Product development and technical operations | 631 | 1,217 | 1,333 | 2,417 |
General and administrative | 477 | 999 | 807 | 1,641 |
Restructuring charge | 217 | 7 | 293 | 16 |
Total operating expenses | 1,620 | 2,613 | 3,136 | 4,919 |
Loss from operations | (1,012) | (1,902) | (1,996) | (3,841) |
Non-operating income (expense), net | ||||
Interest income | 0 | 27 | 0 | 74 |
Interest expense | (1) | (4) | (1) | (7) |
Other income (expense), net | 20 | 18 | 16 | 17 |
Loss from operations before income taxes | (993) | (1,861) | (1,981) | (3,757) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (993) | $ (1,861) | $ (1,981) | $ (3,757) |
Net loss per share - Basic and Diluted | $ (0.17) | $ (0.32) | $ (0.35) | $ (0.65) |
Weighted average shares outstanding used in computing basic and diluted net loss per share | 5,722 | 5,732 | 5,709 | 5,747 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (993) | $ (1,861) | $ (1,981) | $ (3,757) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (59) | 90 | 78 | 0 |
Unrealized loss on investments | 0 | (29) | 0 | (32) |
Change in accumulated other comprehensive loss | (59) | 61 | 78 | (32) |
Comprehensive loss | $ (1,052) | $ (1,800) | $ (1,903) | $ (3,789) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (1,981) | $ (3,757) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 588 | 733 |
Provision for doubtful accounts | 0 | 5 |
Share-based compensation | 0 | 4 |
Other non-cash charges | 0 | (44) |
Deferred rent | (8) | (52) |
Deferred lease incentive | 0 | 38 |
Restructuring charge | 0 | 6 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (38) | (30) |
Prepaid expenses and other current assets | 85 | 474 |
Trade accounts payable | 124 | 504 |
Accrued liabilities | 18 | (94) |
Deferred revenue and customer deposits | (191) | 5 |
Net cash used in operating activities | (1,403) | (2,208) |
Cash flows from investing activities: | ||
Purchase of investments | 0 | (72) |
Proceeds from sale of investments | 66 | 2,812 |
Payments for property and equipment | 0 | (1,013) |
Purchase of intangible assets | (356) | 0 |
Net cash/(used in) provided by investing activities | (290) | 1,727 |
Cash flows from financing activities: | ||
Principal payments of capital lease obligations | 0 | (86) |
Proceeds from short-term debt | 572 | 0 |
Proceeds from additional paid-in capital | 600 | 0 |
Proceeds from long-term debt | 700 | 0 |
Payments for repurchase of common stock | 0 | (84) |
Net cash provided by/(used in) financing activities | 1,872 | (170) |
Effect of exchange rate changes on cash and cash equivalents | 7 | 0 |
Increase/(decrease) in cash and cash equivalents | 186 | (651) |
Cash and cash equivalents, beginning of period | 305 | 2,789 |
Cash and cash equivalents, end of period | 491 | 2,138 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1 | 7 |
Supplemental disclosure of noncash activities: | ||
Assets acquired through capital lease obligations | 0 | 164 |
Change in unrealized gain (loss) on investments | $ 0 | $ (32) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of Business LookSmart, Ltd. (LookSmart or the Company) was organized in 1996 and is incorporated in the State of Delaware. LookSmart is a digital advertising solutions company that provides relevant solutions for search and display advertising customers, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Novatech.io, (iv) ShopWiki and (v) web searches. In addition, LookSmart formed a partnership with Conversion Media Holdings, LLC, which supports the Companys other lines of business through the creation of content sites directed at ecommerce verticals. The Company operates its partnership and each line of business, while being related to the others in terms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. As a result, this separation of business lines allows Looksmart to operate effectively as a holding company and as a capital allocator to each of the Companys separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of Looksmarts stockholders. Clickable In September 2013, LookSmart, through its wholly owned subsidiary LookSmart Canada Ltd., purchased the assets related to its Syncapse Inc. (Syncapse) technology for $3 million from MNP Ltd., a receiver appointed by Ontario Superior Court of Justice under an appointment order. As a result of this transaction, the Company acquired a social media platform that the Company believes has allowed it to quickly scale into social media analytics, publishing, and moderation. This, in turn, should allow our enterprise customers the ability to publish, monitor and analyze their social media presence on paid, owned and earned media. In January 2014, LookSmart re-branded Syncapse as Clickable. Clickable helps brands and agencies measure marketing ROI through a customers lifetime by connecting critical marketing and advertising products and services into one platform that gives customers the ability to analyze, publish, moderate, social media and search marketing. Clickable also offers its platform as a white label solution to agencies who use it to save hours of time creating reports, increase transparency to clients, increase stickiness of clients, increase recurring revenue streams, and upsell other tools and services. The Company has begun to work with large international brands to assist them in creating, maintaining and analyzing their social media presence online. The Companys goal is to partner with social media companies such as Facebook, Twitter, Pinterest and YouTube, as well as others, to provide vertically integrated solutions that will offer customers the ability to maximize their ad spend in all relevant ad categories. In addition, Clickable allows customers to manage paid, owned and earned media by providing a suite of solutions for social media marketers that include publishing, monitoring, data storage, compliance, management, ad placement and analytics. The Clickable Analytics dashboard provides customers with the ability to easily put all of their cross channel marketing (search, display, social, email, video, offline) and audience data from various sources into one unified, flexible and customizable platform. The platform allows the customer to better understand and utilize the data for the customizing and layering of customer specific key performance indicators. The Company believes that this platform will allow customers to combine data in a way that better suits their particular marketing, financial and operational goals both with standard and customized dashboards and analytics. This platform allows companies to gather and manage Application Programming Interface (API) data from many data providers that LookSmart aims to partner with, including Facebook, Twitter, YouTube, and Instagram, as well as analyze such data in the Clickable proprietary platform and within a companys own data warehouse. LookSmart AdCenter We have developed a proprietary web-based advertising auction platform, the AdCenter, that allows us to create, track, analyze, report and optimize customers advertising campaigns. Through the AdCenter platform, our customers are provided with search, social, display, mobile and video advertising solutions as well as analytic, moderation and publishing workflow solutions across the entire social media marketing ecosystem. The AdCenter indexes ads, analyzes webpage information to match advertising to relevant content, matches search queries to advertising and utilizes advanced fraud detection techniques in a high-volume ad serving environment. The platform also collects impression and click data for each listing that we manage for our customers and provides us with billing information. In addition, we provide each of our advertising customers with a password-protected online account that enables them to track, analyze and optimize their search marketing campaigns using online reports. The platform also includes an interface for publishers to access ad syndication feed reports and revenue information. The advertisers that comprise the Companys customer network include intermediaries, direct advertising customers and their agencies, as well as self-service customers in the United States and certain other countries. These AdCenter customers range from small and medium-sized businesses to large Fortune 50 companies. Self-service advertisers are customers that sign-up directly online with the Company and pay by credit card. Direct advertisers (and their agencies) include customers whose main objective is to obtain conversions or sales from clicks. Intermediary customers (Intermediaries) do not directly advertise on our platform but sell into the affiliate networks of the large search engine providers. Our Intermediary business model experienced a significant change in the fourth quarter of 2011, such that the Companys revenue from Intermediaries has declined significantly as compared to 2011 and earlier. Decreasing Intermediary revenue represented a continued trend from 2012 and was the primary driver of the Companys overall 2013 revenue decreases. Thus, in 2013, the Company made the decision to decrease the amount of revenue that it received from Intermediaries compared to 2012. The Company believes that this decision is in the best interests of the Company on a go-forward basis. The Company believes its revenue trends are tied to market-wide changes in the search ecosystem that have had a severe impact on Intermediary business models and consequently the business Intermediaries conduct with the Company. In 2014, 2013 and 2012, we ceased business with a number of Intermediaries. Intermediaries continue as our largest category of customer. We continued this trend of decreasing business with Intermediaries as of June 30, 2015. Through a web interface or our proprietary API, LookSmarts AdCenter allows multiple search advertising customers to upload keywords, manage daily budgets, set rates and view reports, including spend data that is updated hourly. Search advertising customers can also access keyword suggestions, price and traffic estimates, online help and frequently asked questions (FAQ). The AdCenter API is also available for search advertising customers and related agencies that use third-party or in-house systems to analyze and manage their search campaigns. LookSmarts search advertising network generates advertisements that target search intent queries on Looksmart.com and partner publisher sites. The network offers search advertising customers targeted search capability through a monitored search advertising distribution network. LookSmart also offers advertisers the ability to buy graphical display advertising. LookSmarts trading desk personnel utilize Demand Side Platform (DSP) technology and licensed data from third party providers to purchase targeted advertising on a real-time bidded basis. By leveraging our extensive historical search marketing network data along with performance data from a conversion pixel, LookSmart constructs models of the highest performing audiences and targets those audiences via the Companys exchange inventory. LookSmart offers its trading desk as a managed service. Further, LookSmart offers publishers licensed private-label search advertiser network solutions based on its AdCenter platform technology (Publisher Solutions). Publisher Solutions consist of hosted auction-based ad serving with an ad backfill capability that allows publishers and portals to manage their advertiser relationships, distribution channels and accounts. LookSmart offers a suite of customizable search advertising management tools and solutions that help publishers grow their audience, control advertiser relationships, and enhance and optimize the monetization of their sites. Our Publisher Solutions can be branded and configured according to publishers needs. We offer publishers: Command and control over revenue diversification and growth via the AdCenter for Publishers, a comprehensive private-labeled Application Service Provider (ASP) solution that provides publishers with the ability to own and grow their advertiser relationships, increase their distribution capacity, and diversify their revenue sources. A customizable set of services and technology to integrate multiple sources of advertisers, including dominant third-party feeds, within a single auction-based platform for cost-per-click (CPC) text-based advertising. Access to a backfill of advertisers so they can quickly ramp their online operations and not lose time or existing revenue sources while establishing their advertiser relationships. Connecting multiple installations of the AdCenter for Publishers together allows LookSmart to create an open marketplace environment that empowers publishers to share, leverage, and exchange their advertisers for expanded distribution. Novatech.io In November of 2013, LookSmart acquired an approximately 10,000 square foot data center facility in Phoenix, Arizona. Looksmart has completed the process of consolidating its cloud services in the newly occupied and wholly owned secure data center. As a result, the Company intends to expand its cloud-based offerings to its customers under the name Novatech.io. NovaTechs cloud based services include a private cloud ecosystem comprised of multi-vendor enterprise technologies and capabilities while serving as a production research and development environment to support the needs of companies who need to scale their information technology operations quickly and securely. ShopWiki ShopWiki is a consumer shopping search engine that offers comprehensive results for both stores and products. ShopWiki uses crawling technology to find anything and everything on the internet. It was founded by former DoubleClick Executives, along with a DoubleClick software developer. In January 2011, the Company was acquired by Oversee.net from whom Looksmart acquired the company. ShopWiki does not sell any products; it simply helps our users find any product available for sale on the Web. ShopWiki actively crawls the Internet and API feeds from merchants to find and organize the widest selection of products from more than 250,000 online merchants. Web Searches The Company offers a LookSmart-branded search engine. For parties submitting search queries, the Company offers free-of-charge search results ranked and presented based on proprietary algorithms. While early in its evolution, part of the Companys current search engine monetization strategy is to generate sponsored search results as a part of overall search results and provide links to paying advertisers websites. Conversion Media In March 2014, the Company entered into a partnership with VisionNexus, LLC, a California limited liability company. The partnership, Conversion Media Holdings, LLC, is a Delaware limited liability corporation, with the intent to create content sites directed at ecommerce verticals like housewares, electronics and other consumer products. The operations of Conversion Media Holdings, LLC began in April of 2014 and currently are in a testing phase. The Company believes that Conversion Media Holdings, LLC will begin to generate revenue at the end the 2nd quarter of 2015. Principles of Consolidation The Unaudited Consolidated Financial Statements as of June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014, include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The accompanying Unaudited Consolidated Financial Statements as of June 30, 2015, and for the three and six months ended June 30, 2015 and 2014, reflect all adjustments that are normal and recurring in nature and, in the opinion of management, are necessary for a fair representation of the Companys financial position as of June 30, 2015 and the results of operations for the periods shown. These Unaudited Consolidated Financial Statements should be read in conjunction with the Companys Consolidated Financial Statements and Notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. The Consolidated Balance Sheet as of December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The results of operations for the interim period ended June 30, 2015 is not necessarily indicative of results to be expected for the full year. Use of Estimates and Assumptions The Unaudited Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, expenses, and contingent assets and liabilities during the reporting period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, experience of other enterprises in the same industry, new related events, and current economic conditions and information from third party professionals that is believed 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 could differ from those estimates. In managements opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Investments The Company invests its excess cash primarily in debt instruments of high-quality corporate and government issuers. All highly liquid instruments with maturities at the date of purchase greater than ninety days are considered investments. All instruments with maturities greater than one year from the balance sheet date are considered long-term investments unless management intends to liquidate such securities in the current operating cycle. Such securities are classified as short-term investments. These securities are classified as available-for-sale and carried at fair value. Changes in the value of these investments are primarily related to changes in interest rates and are considered to be temporary in nature. Except for declines in fair value that are not considered temporary, net unrealized gains or losses on these investments are reported in the Unaudited Consolidated Statements of Comprehensive Loss. The Company recognizes realized gains and losses upon sale of investments using the specific identification method. Fair Value of Financial Instruments The Companys estimate of fair value for assets and liabilities is based on a framework that establishes a hierarchy of the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect our significant market assumptions. The three levels of the hierarchy are as follows: Level 1: Unadjusted quoted market prices for identical assets or liabilities in active markets that we have the ability to access. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, default rates, etc.) or can be corroborated by observable market data. Level 3: Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use. Revenue Recognition Our online search advertising revenue is composed of per-click fees that we charge customers and profit sharing arrangements we enter with Intermediaries. The per-click fee charged for keyword-targeted listings is calculated based on the results of online bidding for keywords or page content, up to a maximum cost per keyword or page content set by the customer. The Company has profit-sharing agreements with several customers that call for the sharing of profits and losses. Profit sharing arrangements are governed by contractual agreements. Revenue from these profit-sharing agreements is reported net of the customers share of profit. Revenue also includes revenue share from licensing of private-labeled versions of our AdCenter Platform. Revenues associated with online advertising products, including Advertiser Networks, are generally recognized once collectability is established, delivery of services has occurred, all performance obligations have been satisfied, and no refund obligations exist. We pay distribution network partners based on clicks on the advertisers ad that are displayed on the websites of these distribution network partners. These payments are called Traffic Acquisition Costs (TAC) and are included in cost of revenue. The revenue derived from these arrangements that involve traffic supplied by distribution network partners is reported gross of the payment to the distribution network partners. This revenue is reported gross due to the fact that we are the primary obligors to the advertisers who are the customers of the advertising service. We also enter into agreements to provide private-labeled versions of our products, including licenses to the AdCenter platform technology. These license arrangements may include some or all of the following elements: revenue-sharing based on the publishers customers monthly revenue generated through the AdCenter application; upfront fees; minimum monthly fees; and other license fees. We recognize upfront fees over the term of the arrangement or the expected period of performance, other license fees over the term of the license, and revenue-sharing portions over the period in which such revenue is earned. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. We provide a provision against revenue for estimated reductions resulting from billing adjustments and customer refunds. The amounts of these provisions are evaluated periodically based upon customer experience and historical trends. The revenue allowance included in trade receivables, net is insignificant at both June 30, 2015 and December 31, 2014. Deferred revenue is recorded when payments are received in advance of performance in underlying agreements. Customer deposits are recorded when customers make prepayments for online advertising. The Company evaluates individual arrangements with customers to make a determination under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605-45 Revenue Recognition Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers failing to make required payments. This valuation allowance is reviewed on a periodic basis. The review is based on factors including the application of historical collection rates to current receivables and economic conditions. Additional allowances for doubtful accounts are considered and recorded if there is deterioration in past due balances, if economic conditions are less favorable than the Company anticipated or for customer-specific circumstances, such as bankruptcy. The allowance for doubtful accounts included in trade accounts receivable, net is $0.8 million at both June 30, 2015 and December 31, 2014. Bad debt expense included in general and administrative expense was insignificant for both the three and six months ended June 30, 2015 and 2014, respectively. Concentrations, Credit Risk and Credit Risk Evaluation Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable. As of June 30, 2015 and December 31, 2014, the Company placed its cash equivalents and investments primarily through one financial institution, City National Bank (CNB), and mitigated the concentration of credit risk by placing percentage limits on the maximum portion of the investment portfolio which may be invested in any one investment instrument. The Company has not experienced any credit losses on these cash equivalents and investment accounts and does not believe it is exposed to any significant credit risk on these funds. The fair value of these accounts is subject to fluctuation based on market prices. Credit Risk, Customer and Vendor Evaluation Accounts receivable are typically unsecured and are derived from sales to customers. The Company performs ongoing credit evaluations of its customers and maintains allowances for estimated credit losses. The Company applies judgment as to its ability to collect outstanding receivables based primarily on managements evaluation of the customers financial condition and past collection history and records a specific allowance. In addition, the Company records an allowance based on the length of time the receivables are past due. Historically, such losses have been within managements expectations. The following table reflects customers that accounted for more than 10% of net accounts receivable: June 30, December 31, 2015 2014 Company 1 11 % 10 % Company 2 ** 12 % Company 3 ** 24 % Company 4 ** 13 % ** Less than 10% Revenue and Cost Concentrations The following table reflects the concentration of revenue by geographic locations that accounted for more than 10% of net revenue: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States 96 % 92 % 94 % 93 % Europe, Middle East and Africa ** ** ** ** ** Less than 10% LookSmart derives its revenue from two service offerings, or products: Advertiser Networks and Publisher Solutions. The percentage distributions between the two service offerings are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Advertiser Networks 100 % 88 % 100 % 91 % Publisher Solutions 0 % 12 % 0 % 9 % The following table reflects the percentage of revenue attributed to customers who accounted for more than 10% of net revenue. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Company 1 18 % 13 % 12 % 12 % Company 2 ** 10 % ** 11 % Company 3 ** 10 % ** ** ** Less than 10% The Company derives its revenue primarily from its relationships with significant distribution network partners. The following table reflects the distribution partners that accounted for more than 10% of total TAC: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Distribution Partner 1 11 % 20 % 15 % 32 % Distribution Partner 2 11 % 19 % 10 % 28 % Distribution Partner 3 10 % 22 % ** 21 % Distribution Partner 4 ** ** ** ** ** Less than 10% Property and Equipment Property and equipment are stated at cost, except when an impairment analysis requires the use of fair value, and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer equipment 3 to 4 years Furniture and fixtures 5 to 7 years Software 2 to 3 years Building Improvements 10 years Building 39 years Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in operating expenses. Maintenance and repairs are charged to expense as incurred. Expenditures that substantially increase an assets useful life are capitalized. In the fourth quarter of 2013, the Company acquired a 10,000 square foot data center facility in Phoenix, Arizona. This facility has allowed the Company to consolidate its data needs in a company-owned data center, and should allow for the expansion of its cloud-based offerings to its customers. Internal-Use Software Development Costs The Company capitalizes external direct costs of materials and services consumed in developing and obtaining internal-use computer software and the payroll and payroll-related costs for employees who are directly associated with and who devote time to developing the internal-use computer software. These costs are capitalized after certain milestones have been achieved and generally amortized over a three-year period once the project is placed in service. Management exercises judgment in determining when costs related to a project may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the amortization period for the capitalized costs, which is generally three years. The Company expects to continue to invest in internally developed software and to capitalize such costs in the future, although no such costs were capitalized in the three and six months ended June 30, 2015. Restructuring Charges On August 2012, the Company entered into an agreement to sublease its office space in San Francisco under terms generally equivalent to its existing commitment. This lease ended on December 31, 2014, at which time the company no longer had any obligations under the terms of this lease. In the second quarter of 2015, LookSmart incurred $0.2 million in restructuring charges. These expenses include legal and the professional expenses associated with the announcement in April 2015 that LookSmart, Ltd. (LOOK) and privately-held Pyxis Tankers Inc. (Pyxis) entered into an Agreement and Plan of Merger (the Merger Agreement), whereby Pyxis will become a publicly listed company as a result of the merger between of LookSmart, Ltd. (LookSmart) and into Pyxis wholly-owned subsidiary, Maritime Technologies Corp., a Delaware corporation. On the effective date of the merger, in addition, LookSmart will spin off its existing business into a new entity called LookSmart Group, Inc. (LookSmart Group)\ . Impairment of Long-Lived Assets The Company reviews long-lived assets held or used in operations, including property and equipment and internally developed software, for impairment in accordance with ASC 360-10 Impairment and Disposal of Long-Lived Assets The Company reviews assets for evidence of impairment annually at year-end and whenever events or changes in circumstances indicate the carrying values may not be recoverable. The impairment review requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations and changes in competition. Traffic Acquisition Costs The Company enters into agreements of varying durations with its distribution network partners that display the Companys listings ads on their sites in return for a percentage of the revenue-per-click that the Company receives when the ads are clicked on those partners sites. The Company also enters into agreements of varying durations with third party affiliates. These affiliate agreements provide for variable payments based on a percentage of the Companys revenue or based on a certain metric, such as number of searches or paid clicks. TAC expense is recorded in cost of revenue. Share-Based Compensation The Company recognizes share-based compensation costs for all share-based payment transactions with employees, including grants of employee stock options, restricted stock awards, and employee stock purchases related to the Employee Stock Purchase Plan, over the requisite service period based on their relative fair values. We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Our assumptions about stock-price volatility are based on the actual volatility of our publicly traded stock. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. We estimate the expected term based upon the historical exercise activity. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Companys Consolidated Statements of Operations over the requisite service periods. In the first quarter of 2015, all remaining outstanding share options were surrendered, therefore there was no share-based compensation expense in the three or six months ended June 30, 2015. Share-based compensation expense, related to stock option grants and employee stock purchases, recognized were not significant for the three and six months ended June 30, 2014. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is determined at the end of each fiscal quarter, based on historical rates. The Company elected to adopt the alternative transition method for calculating the tax effects of share-based compensation to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee share-based compensation awards. Advertising Costs Advertising costs are charged to sales and marketing expenses as incurred and were insignificant and $0.01 in the three and six months ended June 30, 2015, respectively. Advertising costs were insignificant in both the three and six months ended June 30, 2014. Product Development Costs Research of new product ideas and enhancements to existing products are charged to expense as incurred. Income Taxes The Company accounts for income taxes using the liability method. Under the liability method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company records liabilities, where appropriate, for all uncertain income tax positions. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. Comprehensive Loss Other comprehensive loss as of June 30, 2015 and December 31, 2014, consists of unrealized gains and losses on marketable securities categorized as available-for-sale and foreign currenc |
Merger_Spin-off Reorganization
Merger/Spin-off Reorganization Transaction | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Merger/Spin-off Reorganization Transaction | 2. Merger/Spin-off Reorganization Transaction The Transaction On April 23, 2015, LookSmart, Ltd. (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company; a wholly owned subsidiary of the Company (Group); Pyxis Tankers Inc. (Pyxis); and a wholly owned subsidiary of Pyxis (Merger Sub). If the transactions contemplated by the Merger Agreement, which are subject to approval by the stockholders of the Company at a special meeting (the Meeting) of the Company, are completed: The Company will further amend its Amended Certificate of Incorporation to effect a reverse stock split (the Reverse Split) of its issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-ten, with the exact ratio to be determined by the Companys board of directors in its sole discretion; All of the business, assets and liabilities of the Company will have been transferred to Group, and holders of record of the Companys common stock will receive a pro rata distribution of one share of Groups common stock for each share of the Companys common stock held as of the record date set for said distribution (the Spin-Off); The Company will merge with and into Merger Sub, with Merger Sub surviving the merger and being a wholly owned subsidiary of Pyxis (the Merger); and Each share of the Companys common stock held by holders of record at the close of business on the date of the closing of the Merger will be cancelled and exchanged for the right to receive the number of share(s) of Pyxis common stock equal to $4,000,000 divided by a denominator equal to (i) the final closing price of a share of the Companys common stock (post-Reverse Split) on the date of the closing of the Merger, multiplied by (ii) the number of issued and outstanding shares of the Companys common stock (post-Reverse Split) as of the date that the Merger becomes effective. In addition, the Company and Pyxis have each agreed to take such actions as are necessary, proper or advisable to consummate the Merger and have made certain other customary covenants in the Merger Agreement. Among other things, the Company has agreed to the preparation and filing by Pyxis of a registration statement on Form F-4 in connection with the registration of the Pyxis common stock to be issued as result of the Merger, which registration statement will contain a joint proxy statement/prospectus to be sent to the stockholders of the Company. The joint proxy statement/prospectus for the shareholder vote on the Merger has been filed with the Securities and Exchange Commission (the SEC), and the Staff of the SEC has returned comments thereon to the Company and Pyxis, which are preparing responses to these comments. Management of the Company believes that a special meeting of the Companys shareholders to vote on the Merger transactions could be held as soon as September 2015. As a result of the Merger, and subject to the terms and conditions of the Merger Agreement, Pyxis is expected to become a public company. Pyxis intends to apply to have its common stock listed on the Nasdaq Capital Market or the NYSE MKT under the symbol PXS. For additional information regarding Pyxis and the Merger transaction, see the Companys Current Report on Form 8-K dated April 23, 2015. Pyxis Tankers Inc. Pyxis Tankers Inc. is a newly formed international maritime transportation company with a focus on the tanker sector. At the consummation of the Merger with the Company, Pyxis fleet will be comprised of six double hull product tankers with an average current age of four years and that are employed under a mix of short- and medium-term time charters and spot charters. Pyxis will acquire these six vessels prior to the Merger from an affiliate of its founder and chief executive officer, Mr. Valentios (Eddie) Valentis. Four of the vessels in the fleet will be medium-range, or MR, product tankers, three of which have eco-efficient or eco-modified designs and two will be short-range tanker sister ships. Each of the vessels in the fleet is capable of transporting refined petroleum products, such as naphtha, gasoline, jet fuel, kerosene, diesel and fuel oil, as well as other liquid bulk items, such as vegetable oils and organic chemicals. Spin-Off Prior to the execution of the Merger Agreement, the Company transferred all of its businesses, assets and liabilities to Group in anticipation of the Spin-Off of Group from the Company. Group has assumed all liabilities of the Company, and the liabilities of the Companys former subsidiaries, and has agreed to indemnify Pyxis for losses relating to all of the liabilities of the Company and its former subsidiaries. Upon completion of the Spin-Off, all of the Companys shares of the common stock of Group shall be cancelled and Group shall be 100% owned by the Companys stockholders of record as of the record date set for said distribution. The Make Whole Record Date In the event that subsequent to the Merger, Pyxis completes a financing which results in gross proceeds to Pyxis of at least $5,000,000 (a Future Pyxis Offering Consideration Value Make Whole Record Date In addition, should Pyxis fail to complete a Future Pyxis Offering within a date which is 3 years from the date of the closing of the Merger, each holder of the Companys common stock who has held such stock continuously from the date of the Make Whole Record Date until the expiration of such 3 year period (the Legacy LS Stockholders Voting Agreement In connection with their entry into the Merger Agreement, the Company, Pyxis and Michael Onghai, entered into a voting agreement, which is referred to herein as the Voting Agreement Termination The Merger Agreement may be terminated at any time for various reasons. In the event of proper termination by either the Company or Pyxis, the Merger Agreement will be of no further force or effect and the Merger will be abandoned, except that if the Merger Agreement is terminated due to (i) the proposals relating to the transactions contemplated by the Merger Agreement not being approved, or (ii) a breach by the Company of its covenants, agreements or representations and warranties (and has not cured its breach within 30 days of the giving of notice of such breach), then the Company shall immediately repay Pyxis the $600,000 received upon execution of the Merger Agreement plus legal and accounting fees incurred by Pyxis (up to $450,000 in fees) (collectively, the Break-up Fees), and if the Merger Agreement is terminated because the board of directors of the Company withdraws its recommendation of the Merger or approves an alternative proposal or enters into a superior proposal, then in addition to the Break-up Fees, an additional fee of $450,000 shall also be paid to Pyxis. |
Cash and Available for Sale Sec
Cash and Available for Sale Securities | 6 Months Ended |
Jun. 30, 2015 | |
Cash and Available for Sale Securities [Abstract] | |
Cash and Available for Sale Securities | 3. Cash and Available for Sale Securities The following table summarizes the Companys cash and available-for-sale securities amortized cost and estimated fair value by significant investment category as of June 30, 2015, and December 31, 2014 ( in thousands Amortized Cost and Estimated Fair Value June 30, December 31, 2015 2014 Cash and cash equivalents: Cash $ 489 $ 304 Cash equivalents Money market mutual funds 2 1 Total cash equivalents 2 1 Total cash and cash equivalents 491 305 Short-term investments: Certificates of deposit 23 123 Commercial paper 34 Other commodities 6 6 Collateralized debt obligations Total short-term investments 63 129 Total cash, and cash equivalents, short-term and long-term investments $ 554 $ 434 The contractual maturities of cash equivalents and short-term investments at June 30, 2015, and December 31, 2014, were less than one year. There were no long-term investments at June 30, 2015 and December 31, 2014. The Company typically invests in highly rated securities and its policy generally limits the amount of credit exposure to any one issuer. When evaluating the investments for other-than-temporary impairment, the Company reviews such factors as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Companys intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investments amortized cost basis. During the three and six months ended June 30, 2015 and 2014, the Company did not recognize any impairment charges on outstanding investments. As of June 30, 2015, the Company does not consider any of its investments to be other-than-temporarily impaired. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consist of the following at June 30, 2015, and December 31, 2014 ( in thousands June 30, 2015 December 31, 2014 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computer equipment $ 1,099 $ (719 ) $ 380 $ 1,108 $ (602 ) $ 506 Furniture and fixtures 22 (6 ) 16 22 (4 ) 18 Software 2,573 (1,499 ) 1,074 2,733 (1,137 ) 1,596 Building and Leasehold improvements 541 (63 ) 478 541 (36 ) 505 Land and Buildings 797 (27 ) 770 797 (19 ) 778 Total $ 5,032 $ (2,314 ) $ 2,718 $ 5,201 $ (1,798 ) $ 3,403 Depreciation expense on property and equipment for the three and six months ended June 30, 2015, including property and equipment under capital lease at June 30, 2015, was $0.3 million and $0.6 million respectively, and is recorded in operating expenses. Depreciation expense on property and equipment for the three and six months ended June 30, 2014, including property and equipment under capital lease at June 30, 2014, was $0.4 million and $0.7 million respectively, and is recorded in operating expenses. Equipment under capital lease at June 30, 2015 totaled $0.1 million. Equipment under capital lease at June 30, 2014 totaled $0.2 million. In November of 2013, LookSmart acquired an approximate 10,000 square foot data center facility in Phoenix, Arizona. By the end of November 2013, LookSmart completed the process of consolidating its cloud services into this data center. As a result, the Company intends to expand its cloud based offerings to its customers under the name Novatech.io . |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2015 | |
Other Assets [Abstract] | |
Other Assets | 4. Other Assets The Companys other assets are as follows at June 30, 2015, and December 31, 2014 ( in thousands June 30, 2015 December 31, 2014 Gross Amount Accumulated Amortization Net Book Value Gross Amount Accumulated Amortization Net Book Value Other assets 418 418 62 62 Total $ 418 $ $ 418 $ 62 $ $ 62 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consisted of the following as of June 30, 2015, and December 31, 2014 ( in thousands): June 30, December 31, 2015 2014 Accrued distribution and partner costs $ 48 $ 89 Accrued compensation and related expenses 95 102 Accrued professional service fees 68 117 Notes Payable 212 Other (7 ) 3 Capital lease obligation (Note 7) 87 87 Total accrued liabilities $ 503 $ 398 |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 6. Restructuring Charges In August 2012, the Company entered into an agreement to sublease its office space in San Francisco under terms generally equivalent to its existing commitment. This lease ended on December 31, In the second quarter of 2015, LookSmart incurred $0.2 million in restructuring charges. These expenses include legal and the professional expenses associated with the announcement in April 2015 that LookSmart, Ltd. (LOOK) and privately-held Pyxis Tankers Inc. ("Pyxis") entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby Pyxis will become a publicly listed company as a result of the merger between of LookSmart, Ltd. ("LookSmart") and into Pyxis' wholly-owned subsidiary, Maritime Technologies Corp., a Delaware corporation. On the effective date of the merger, in addition, LookSmart will spin off its existing business into a new entity called LookSmart Group, Inc. ("LookSmart Group"). |
Capital Lease and Other Obligat
Capital Lease and Other Obligations | 6 Months Ended |
Jun. 30, 2015 | |
Leases, Capital [Abstract] | |
Capital Lease and Other Obligations | 7. Capital Lease and Other Obligations Capital lease and other obligations consist of the following at June 30, 2015, and December 31, 2014 ( in thousands): June 30, December 31, 2015 2014 Capital lease obligations $ 87 $ 87 Deferred rent 14 22 Notes Payable 700 Total capital lease and other obligations 801 109 Less: current portion of capital lease obligations (87 ) (87 ) Capital lease and other obligations, net of current portion $ 714 $ 22 Refer to Note 8 for future minimum payment details. Capital Lease Obligations The Company had an outstanding standby letter of credit issued by City National Bank (CNB) of approximately $0.1 at December 31, 2014, related to security of the subleased corporate office lease which expired on December 30, 2014. This sublease was secured by a money market account held at CNB. In February 2015, the Company cancelled this letter of credit upon release by the Lessor. Other Obligations From December 2014 to March 2015, Snowy August Management LLC advanced certain funds to the Company in the aggregate amount of $0.6 million. The Company incorrectly stated the amount of the funds advanced as $0.75 million in its Annual Report on Form 10-K for the year ended December 31, 2014, but does not consider such misstatement material. The Companys Chief Executive Officer, Michael Onghai is the manager of Snowy August Management LLC. The Company intends to repay in full such funds to Snowy August Management LLC. From April 2015 to June 2015, Snowy August Management LLC advanced certain funds to the Company in the aggregate amount of $0.1 million. On June 5, 2015, LookSmart Ltd. obtained a 12 month loan from Inca Capital in the amount of $0.6 million collateralized by our data center facility in Phoenix, Arizona. The interest-only loan carries an interest rate of 10.5%. The loans maturity date is May 30, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies As of June 30, 2015, future minimum net payments under all operating leases are as follows ( in thousands Capital Lease Operating Leases Total Six months ending December 31, 2015 $ 87 $ 24 $ 111 Years ending December 31, 2016 2017 2018 Total minimum net payments $ 87 $ 24 $ 111 Less: amount representing interest Present value of net minimum payments 111 Less: current portion (111 ) Long-term portion of capital lease obligations $ Operating Leases In August 2013, the Company leased office space of approximately 2,341 square feet for its corporate office in San Francisco, California under a five year lease that commenced in September 2014 and expires on August 31, 2018. On October 15, 2014, the Company terminated this lease, closed the office and was released from all obligations under this lease. The Company leases office space in Los Angeles, California of approximately of 4,803 square feet. The lease expires in August 2015. The Company entered into a 30-month operating lease agreement for various network operating equipment beginning in the fourth quarter of 2013. Rent expense under all operating leases was $0.07 million and $0.1 million for the three and six months ended June 30, 2015, respectively. Rent expense under all operating leases was $0.04 million and $0.08 million for the three and six months ended June 30, 2014, respectively. Letters of Credit The Company had an outstanding standby letter of credit issued by City National Bank (CNB) of approximately $0.1 at December 31, 2014, related to security of the subleased corporate office lease which expired on December 30, 2014. This sublease was secured by a money market account held at CNB. In February 2015, the Company cancelled this letter of credit upon release by the Lessor. Guarantees and Indemnities During its normal course of business, the Company has made certain guarantees, indemnities and commitments under which it may be required to make payments in relation to certain transactions. These indemnities include intellectual property and other indemnities to the Companys customers and distribution network partners in connection with the sales of its products, and indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease. Officer and Director Indemnification The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving, at the Companys request, in such capacity, to the maximum extent permitted under the laws of the State of Delaware. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. However, the Company maintains directors and officers insurance coverage that may contribute, up to certain limits, a portion of any future amounts paid, for indemnification of directors and officers. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Historically, the Company has not incurred any losses or recorded any liabilities related to performance under these types of indemnities. Legal Proceedings On October 3, 2013, 4Media S.R.L., a Societa responsabilita ("WeBoost") filed a complaint against LookSmart with the Superior Court of California for the County of San Francisco. The matter was subsequently removed to the United States District Court, Northern District of California. WeBoosts complaint asserted claims for breach of contract and extra-contractual tort and punitive damages related to "click fraud". The parties agreed to a $42,500 settlement at an April 21, 2015 mediation. This amount was subsequently paid by the Company on April 24, 2015. WeBoosts complaint and cross claim was dismissed with prejudice on May 4, 2015. The Company is otherwise involved, from time to time, in various other legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not expect resolution of these matters to have a material adverse impact on its consolidated results of operations, cash flows or financial position unless stated otherwise. However, an unfavorable resolution of a matter could, depending on its amount and timing, materially affect its results of operations, cash flows or financial position in a future period. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9. Stockholders Equity Share-Based Compensation Stock Option Plans In December 1997, the Company approved the 1998 Stock Option Plan (the 1998 Plan). In June 2007, the stockholders approved the LookSmart 2007 Equity Incentive Plan (the 2007 Plan). Under the 2007 Plan, the Company may grant incentive stock options, nonqualified stock options, stock appreciation rights and stock rights to employees, directors and consultants. Share-based incentive awards are provided under the terms of these two plans (collectively, the Plans). The Compensation Committee of the Board of Directors administers the Companys Plans. Awards under the Plans principally include at-the-money options and fully vested restricted stock. Outstanding stock options generally become exercisable over a four-year period from the grant date and have a term of seven years. Grants can only be made under the 2007 Plan. The 1998 Plan is closed to further share issuance and all options have expired or been forfeited as of June 30, 2014. The number of shares issued or reserved for issuance under the 2007 Plan was 1.2 million and 1.4 million shares of common stock as of June 30, 2015 and December 31, 2014, respectively. Share-based compensation expense recorded during three and six months ended June 30, 2015, and June 30, 2014 was included in the Companys Unaudited Consolidated Statements of Operations as follows (in thousands) Three Months Ended June 30, Six Months Ended June 30 2015 2014 2015 2014 Sales and marketing $ $ $ $ 1 Product development and technical operations 1 General and administrative 1 2 Total share-based compensation expense $ $ 1 $ $ 4 Total unrecognized share-based compensation expense related to share-based compensation arrangements at June 30, 2015 was zero. The total fair value of equity awards vested during the three months ended June 30, 2015 was zero. The total fair value of equity awards vested during the three and six months ended June 30, 2014, was zero. Option Awards Stock option activity under the Plans during the three and six months ended June 30, 2015 is as follows: Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Options outstanding at December 31, 2014 5 $ 5.27 2.93 $ Granted Exercised Expired Forfeited (5 ) 5.27 2.93 Options outstanding at March 31, 2015 Granted Exercised Expired Forfeited Options outstanding at June 30, 2015 $ Vested and expected to vest at June 30, 2015 $ Exercisable at June 30, 2015 $ The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the market price of the Companys stock on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all option holders exercised their options at quarter-end. The intrinsic value amount changes with changes in the fair market value of the Companys stock. There are no stock options outstanding as of June 30, 2015. Stock Awards The Company did not issue restricted stock during the three and six months ended June 30, 2015 and 2014. Employee Stock Purchase Plan On July 14, 2009, the 2009 Employee Stock Purchase Plan (the ESPP) was approved by the shareholders and authorized to issue up to 500 thousand shares of Common Stock to employees. Substantially all employees may purchase the Companys common stock through payroll deductions at 85 percent of the lower of the fair market value at the beginning or end of the offering period. Each offering and purchase period is six months. ESPP contributions are limited to a maximum of 15% of an employees eligible compensation, and ESPP participants are limited to purchasing a maximum of 5,000 shares per purchase period. On February 15, 2013, the ESPP was suspended pending a review by the Companys Board of Directors of all equity incentive arrangements. Share-based compensation expense for the ESPP was zero in the both three and six months ended June 30, 2015 and zero in both the three months ended June 30, 2014. As of June 30, 2015, 28 thousand shares (adjusted for the 3:1 reverse split in November 2013) have been issued under the 2009 Plan. Share-Based Compensation Valuation Assumptions We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Our assumptions about stock-price volatility are based on the actual volatility of our publically traded stock. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. We estimate the expected term based upon the historical exercise activity. No options were granted in the first three or six months of 2015 or 2014, therefore no weighted average assumptions are included here. Share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Exercise of Employee and Director Stock Options and Purchase Plans There were no options exercised in the three and six months ended June 30, 2015 and 2014. The Company issues new shares of common stock upon exercise of stock options. No income tax benefits have been realized from exercised stock options. Repurchase of Equity Securities by the Company In May 2012, the Company's Board of Directors authorized the repurchase of up to $1 million of the Company's common shares. Under the program, the Company may purchase its common shares from time to time in the open market or in privately negotiated transactions. There were no shares repurchased during the three or six months ended June 30, 2015. Approximately 98,000 shares were purchased at an average price of $1.78 per share under the program in the year ended December 31, 2014, and recorded as Treasury Stock at cost totaling approximately $174,440. Additional Paid-in Capital Paid-in Capital increased by $0.6 million. This increase is due to the $0.6 million LookSmart received from privately-held Pyxis Tankers Inc. (Pyxis) associated with the announcement in April 2015 that LookSmart, Ltd. (LOOK) and privately-held Pyxis Tankers Inc. ("Pyxis") entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby Pyxis will become a publicly listed company as a result of the merger between of LookSmart, Ltd. ("LookSmart") and into Pyxis' wholly-owned subsidiary, Maritime Technologies Corp., a Delaware corporation. On the effective date of the merger, in addition, LookSmart will spin off its existing business into a new entity called LookSmart Group, Inc. ("LookSmart Group"). |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Fair Value of Financial Assets The Companys financial assets measured at fair value on a recurring basis subject to disclosure requirements at June 30, 2015, and December 31, 2014 were as follows ( in thousands Balance at June 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Cash equivalents: Money market mutual funds $ 1 $ 1 $ $ Total cash equivalents 1 1 Short-term investments: Certificates of deposit 23 23 Other commodities 6 6 Commercial paper 34 34 Total short-term investments 63 63 Total financial assets measured at fair value $ 64 $ 1 $ 63 $ Balance at December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant (Level 2) Significant Unobserved (Level 3) Cash equivalents: Money market mutual funds $ 1 $ 1 $ $ Total cash equivalents 1 1 Short-term investments: Certificates of deposit 123 123 Other Commodities 6 6 Total short-term investments 129 129 Total financial assets measured at fair value $ 130 $ 1 $ 129 $ The Company held no Level 3 investments at June 30, 2015 and at December 31, 2014. Investments For investments that have quoted market prices in active markets, the Company uses the quoted market prices as fair value and includes these prices in the amounts disclosed in Level 1 of the hierarchy. The Company receives the quoted market prices from a third party, nationally recognized pricing service (pricing service). When quoted market prices are unavailable, the Company utilizes a pricing service to determine a single estimate of fair value, which is mainly for its fixed maturity investments. The fair value estimates provided from this pricing service are included in the amount disclosed in Level 2 of the hierarchy. The Company bases all of its estimates of fair value for assets on the bid price as it represents what a third party market participant would be willing to pay in an arms length transaction. The Company validates the prices received from the pricing service using various methods including, applicability of Federal Deposit Insurance Corporation or other national government insurance or guarantees, comparison of proceeds received on individual investments subsequent to reporting date, prices received from publicly available sources, and review of transaction volume data to confirm the presence of active markets. The Company does not adjust the prices received from the pricing service unless such prices are determined to be inconsistent. At June 30, 2015 and December 31, 2014, the Company did not adjust prices received from the pricing service. Trade accounts receivable, net: Trade accounts payable and accrued liabilities: |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business LookSmart, Ltd. (LookSmart or the Company) was organized in 1996 and is incorporated in the State of Delaware. LookSmart is a digital advertising solutions company that provides relevant solutions for search and display advertising customers, organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Novatech.io, (iv) ShopWiki and (v) web searches. In addition, LookSmart formed a partnership with Conversion Media Holdings, LLC, which supports the Companys other lines of business through the creation of content sites directed at ecommerce verticals. The Company operates its partnership and each line of business, while being related to the others in terms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. As a result, this separation of business lines allows Looksmart to operate effectively as a holding company and as a capital allocator to each of the Companys separate businesses with the goal of finding mispriced assets in the public and private markets and subsequently taking those assets to create scalable and sustainable businesses that may then be monetized for the ultimate benefit of Looksmarts stockholders. Clickable In September 2013, LookSmart, through its wholly owned subsidiary LookSmart Canada Ltd., purchased the assets related to its Syncapse Inc. (Syncapse) technology for $3 million from MNP Ltd., a receiver appointed by Ontario Superior Court of Justice under an appointment order. As a result of this transaction, the Company acquired a social media platform that the Company believes has allowed it to quickly scale into social media analytics, publishing, and moderation. This, in turn, should allow our enterprise customers the ability to publish, monitor and analyze their social media presence on paid, owned and earned media. In January 2014, LookSmart re-branded Syncapse as Clickable. Clickable helps brands and agencies measure marketing ROI through a customers lifetime by connecting critical marketing and advertising products and services into one platform that gives customers the ability to analyze, publish, moderate, social media and search marketing. Clickable also offers its platform as a white label solution to agencies who use it to save hours of time creating reports, increase transparency to clients, increase stickiness of clients, increase recurring revenue streams, and upsell other tools and services. The Company has begun to work with large international brands to assist them in creating, maintaining and analyzing their social media presence online. The Companys goal is to partner with social media companies such as Facebook, Twitter, Pinterest and YouTube, as well as others, to provide vertically integrated solutions that will offer customers the ability to maximize their ad spend in all relevant ad categories. In addition, Clickable allows customers to manage paid, owned and earned media by providing a suite of solutions for social media marketers that include publishing, monitoring, data storage, compliance, management, ad placement and analytics. The Clickable Analytics dashboard provides customers with the ability to easily put all of their cross channel marketing (search, display, social, email, video, offline) and audience data from various sources into one unified, flexible and customizable platform. The platform allows the customer to better understand and utilize the data for the customizing and layering of customer specific key performance indicators. The Company believes that this platform will allow customers to combine data in a way that better suits their particular marketing, financial and operational goals both with standard and customized dashboards and analytics. This platform allows companies to gather and manage Application Programming Interface (API) data from many data providers that LookSmart aims to partner with, including Facebook, Twitter, YouTube, and Instagram, as well as analyze such data in the Clickable proprietary platform and within a companys own data warehouse. LookSmart AdCenter We have developed a proprietary web-based advertising auction platform, the AdCenter, that allows us to create, track, analyze, report and optimize customers advertising campaigns. Through the AdCenter platform, our customers are provided with search, social, display, mobile and video advertising solutions as well as analytic, moderation and publishing workflow solutions across the entire social media marketing ecosystem. The AdCenter indexes ads, analyzes webpage information to match advertising to relevant content, matches search queries to advertising and utilizes advanced fraud detection techniques in a high-volume ad serving environment. The platform also collects impression and click data for each listing that we manage for our customers and provides us with billing information. In addition, we provide each of our advertising customers with a password-protected online account that enables them to track, analyze and optimize their search marketing campaigns using online reports. The platform also includes an interface for publishers to access ad syndication feed reports and revenue information. The advertisers that comprise the Companys customer network include intermediaries, direct advertising customers and their agencies, as well as self-service customers in the United States and certain other countries. These AdCenter customers range from small and medium-sized businesses to large Fortune 50 companies. Self-service advertisers are customers that sign-up directly online with the Company and pay by credit card. Direct advertisers (and their agencies) include customers whose main objective is to obtain conversions or sales from clicks. Intermediary customers (Intermediaries) do not directly advertise on our platform but sell into the affiliate networks of the large search engine providers. Our Intermediary business model experienced a significant change in the fourth quarter of 2011, such that the Companys revenue from Intermediaries has declined significantly as compared to 2011 and earlier. Decreasing Intermediary revenue represented a continued trend from 2012 and was the primary driver of the Company's overall 2013 revenue decreases. Thus, in 2013, the Company made the decision to decrease the amount of revenue that it received from Intermediaries compared to 2012. The Company believes that this decision is in the best interests of the Company on a go-forward basis. The Company believes its revenue trends are tied to market-wide changes in the search ecosystem that have had a severe impact on Intermediary business models and consequently the business Intermediaries conduct with the Company. In 2014, 2013 and 2012, we ceased business with a number of Intermediaries. Intermediaries continue as our largest category of customer. We continued this trend of decreasing business with Intermediaries as of June 30, 2015. Through a web interface or our proprietary API, LookSmarts AdCenter allows multiple search advertising customers to upload keywords, manage daily budgets, set rates and view reports, including spend data that is updated hourly. Search advertising customers can also access keyword suggestions, price and traffic estimates, online help and frequently asked questions (FAQ). The AdCenter API is also available for search advertising customers and related agencies that use third-party or in-house systems to analyze and manage their search campaigns. LookSmart's search advertising network generates advertisements that target search intent queries on Looksmart.com and partner publisher sites. The network offers search advertising customers targeted search capability through a monitored search advertising distribution network. LookSmart also offers advertisers the ability to buy graphical display advertising. LookSmarts trading desk personnel utilize Demand Side Platform (DSP) technology and licensed data from third party providers to purchase targeted advertising on a real-time bidded basis. By leveraging our extensive historical search marketing network data along with performance data from a conversion pixel, LookSmart constructs models of the highest performing audiences and targets those audiences via the Companys exchange inventory. LookSmart offers its trading desk as a managed service. Further, LookSmart offers publishers licensed private-label search advertiser network solutions based on its AdCenter platform technology (Publisher Solutions). Publisher Solutions consist of hosted auction-based ad serving with an ad backfill capability that allows publishers and portals to manage their advertiser relationships, distribution channels and accounts. LookSmart offers a suite of customizable search advertising management tools and solutions that help publishers grow their audience, control advertiser relationships, and enhance and optimize the monetization of their sites. Our Publisher Solutions can be branded and configured according to publishers needs. We offer publishers: Command and control over revenue diversification and growth via the AdCenter for Publishers, a comprehensive private-labeled Application Service Provider (ASP) solution that provides publishers with the ability to own and grow their advertiser relationships, increase their distribution capacity, and diversify their revenue sources. A customizable set of services and technology to integrate multiple sources of advertisers, including dominant third-party feeds, within a single auction-based platform for cost-per-click (CPC) text-based advertising. Access to a backfill of advertisers so they can quickly ramp their online operations and not lose time or existing revenue sources while establishing their advertiser relationships. Connecting multiple installations of the AdCenter for Publishers together allows LookSmart to create an open marketplace environment that empowers publishers to share, leverage, and exchange their advertisers for expanded distribution. Novatech.io In November of 2013, LookSmart acquired an approximately 10,000 square foot data center facility in Phoenix, Arizona. Looksmart has completed the process of consolidating its cloud services in the newly occupied and wholly owned secure data center. As a result, the Company intends to expand its cloud-based offerings to its customers under the name Novatech.io. NovaTech's cloud based services include a private cloud ecosystem comprised of multi-vendor enterprise technologies and capabilities while serving as a production research and development environment to support the needs of companies who need to scale their information technology operations quickly and securely. ShopWiki ShopWiki is a consumer shopping search engine that offers comprehensive results for both stores and products. ShopWiki uses crawling technology to find anything and everything on the internet. It was founded by former DoubleClick Executives, along with a DoubleClick software developer. In January 2011, the Company was acquired by Oversee.net from whom Looksmart acquired the company. ShopWiki does not sell any products; it simply helps our users find any product available for sale on the Web. ShopWiki actively crawls the Internet and API feeds from merchants to find and organize the widest selection of products from more than 250,000 online merchants. Web Searches The Company offers a LookSmart-branded search engine. For parties submitting search queries, the Company offers free-of-charge search results ranked and presented based on proprietary algorithms. While early in its evolution, part of the Company's current search engine monetization strategy is to generate sponsored search results as a part of overall search results and provide links to paying advertisers websites. Conversion Media In March 2014, the Company entered into a partnership with VisionNexus, LLC, a California limited liability company. The partnership, Conversion Media Holdings, LLC, is a Delaware limited liability corporation, with the intent to create content sites directed at ecommerce verticals like housewares, electronics and other consumer products. The operations of Conversion Media Holdings, LLC began in April of 2014 and currently are in a testing phase. The Company believes that Conversion Media Holdings, LLC will begin to generate revenue at the end the 2nd quarter of 2015. |
Principles of Consolidation | Principles of Consolidation The Unaudited Consolidated Financial Statements as of June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014, include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying Unaudited Consolidated Financial Statements as of June 30, 2015, and for the three and six months ended June 30, 2015 and 2014, reflect all adjustments that are normal and recurring in nature and, in the opinion of management, are necessary for a fair representation of the Companys financial position as of June 30, 2015 and the results of operations for the periods shown. These Unaudited Consolidated Financial Statements should be read in conjunction with the Companys Consolidated Financial Statements and Notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2014. The Consolidated Balance Sheet as of December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The results of operations for the interim period ended June 30, 2015 is not necessarily indicative of results to be expected for the full year. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The Unaudited Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, expenses, and contingent assets and liabilities during the reporting period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, experience of other enterprises in the same industry, new related events, and current economic conditions and information from third party professionals that is believed 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 could differ from those estimates. In managements opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. |
Investments | Investments The Company invests its excess cash primarily in debt instruments of high-quality corporate and government issuers. All highly liquid instruments with maturities at the date of purchase greater than ninety days are considered investments. All instruments with maturities greater than one year from the balance sheet date are considered long-term investments unless management intends to liquidate such securities in the current operating cycle. Such securities are classified as short-term investments. These securities are classified as available-for-sale and carried at fair value. Changes in the value of these investments are primarily related to changes in interest rates and are considered to be temporary in nature. Except for declines in fair value that are not considered temporary, net unrealized gains or losses on these investments are reported in the Unaudited Consolidated Statements of Comprehensive Loss. The Company recognizes realized gains and losses upon sale of investments using the specific identification method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Companys estimate of fair value for assets and liabilities is based on a framework that establishes a hierarchy of the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect our significant market assumptions. The three levels of the hierarchy are as follows: Level 1: Unadjusted quoted market prices for identical assets or liabilities in active markets that we have the ability to access. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, default rates, etc.) or can be corroborated by observable market data. Level 3: Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use. |
Revenue Recognition | Revenue Recognition Our online search advertising revenue is composed of per-click fees that we charge customers and profit sharing arrangements we enter with Intermediaries. The per-click fee charged for keyword-targeted listings is calculated based on the results of online bidding for keywords or page content, up to a maximum cost per keyword or page content set by the customer. The Company has profit-sharing agreements with several customers that call for the sharing of profits and losses. Profit sharing arrangements are governed by contractual agreements. Revenue from these profit-sharing agreements is reported net of the customers share of profit. Revenue also includes revenue share from licensing of private-labeled versions of our AdCenter Platform. Revenues associated with online advertising products, including Advertiser Networks, are generally recognized once collectability is established, delivery of services has occurred, all performance obligations have been satisfied, and no refund obligations exist. We pay distribution network partners based on clicks on the advertisers ad that are displayed on the websites of these distribution network partners. These payments are called Traffic Acquisition Costs (TAC) and are included in cost of revenue. The revenue derived from these arrangements that involve traffic supplied by distribution network partners is reported gross of the payment to the distribution network partners. This revenue is reported gross due to the fact that we are the primary obligors to the advertisers who are the customers of the advertising service. We also enter into agreements to provide private-labeled versions of our products, including licenses to the AdCenter platform technology. These license arrangements may include some or all of the following elements: revenue-sharing based on the publishers customers monthly revenue generated through the AdCenter application; upfront fees; minimum monthly fees; and other license fees. We recognize upfront fees over the term of the arrangement or the expected period of performance, other license fees over the term of the license, and revenue-sharing portions over the period in which such revenue is earned. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. We provide a provision against revenue for estimated reductions resulting from billing adjustments and customer refunds. The amounts of these provisions are evaluated periodically based upon customer experience and historical trends. The revenue allowance included in trade receivables, net is insignificant at both June 30, 2015 and December 31, 2014. Deferred revenue is recorded when payments are received in advance of performance in underlying agreements. Customer deposits are recorded when customers make prepayments for online advertising. The Company evaluates individual arrangements with customers to make a determination under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605-45 Revenue Recognition |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers failing to make required payments. This valuation allowance is reviewed on a periodic basis. The review is based on factors including the application of historical collection rates to current receivables and economic conditions. Additional allowances for doubtful accounts are considered and recorded if there is deterioration in past due balances, if economic conditions are less favorable than the Company anticipated or for customer-specific circumstances, such as bankruptcy. The allowance for doubtful accounts included in trade accounts receivable, net is $0.8 million at both June 30, 2015 and December 31, 2014. Bad debt expense included in general and administrative expense was insignificant for both the three and six months ended June 30, 2015 and 2014, respectively. |
Concentrations, Credit Risk and Credit Risk Evaluation | Concentrations, Credit Risk and Credit Risk Evaluation Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable. As of June 30, 2015 and December 31, 2014, the Company placed its cash equivalents and investments primarily through one financial institution, City National Bank (CNB), and mitigated the concentration of credit risk by placing percentage limits on the maximum portion of the investment portfolio which may be invested in any one investment instrument. The Company has not experienced any credit losses on these cash equivalents and investment accounts and does not believe it is exposed to any significant credit risk on these funds. The fair value of these accounts is subject to fluctuation based on market prices. Credit Risk, Customer and Vendor Evaluation Accounts receivable are typically unsecured and are derived from sales to customers. The Company performs ongoing credit evaluations of its customers and maintains allowances for estimated credit losses. The Company applies judgment as to its ability to collect outstanding receivables based primarily on managements evaluation of the customers financial condition and past collection history and records a specific allowance. In addition, the Company records an allowance based on the length of time the receivables are past due. Historically, such losses have been within managements expectations. The following table reflects customers that accounted for more than 10% of net accounts receivable: June 30, December 31, 2015 2014 Company 1 11 % 10 % Company 2 ** 12 % Company 3 ** 24 % Company 4 ** 13 % ** Less than 10% Revenue and Cost Concentrations The following table reflects the concentration of revenue by geographic locations that accounted for more than 10% of net revenue: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States 96 % 92 % 94 % 93 % Europe, Middle East and Africa ** ** ** ** ** Less than 10% LookSmart derives its revenue from two service offerings, or products: Advertiser Networks and Publisher Solutions. The percentage distributions between the two service offerings are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Advertiser Networks 100 % 88 % 100 % 91 % Publisher Solutions 0 % 12 % 0 % 9 % The following table reflects the percentage of revenue attributed to customers who accounted for more than 10% of net revenue. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Company 1 18 % 13 % 12 % 12 % Company 2 ** 10 % ** 11 % Company 3 ** 10 % ** ** ** Less than 10% The Company derives its revenue primarily from its relationships with significant distribution network partners. The following table reflects the distribution partners that accounted for more than 10% of total TAC: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Distribution Partner 1 11 % 20 % 15 % 32 % Distribution Partner 2 11 % 19 % 10 % 28 % Distribution Partner 3 10 % 22 % ** 21 % Distribution Partner 4 ** ** ** ** ** Less than 10% |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, except when an impairment analysis requires the use of fair value, and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer equipment 3 to 4 years Furniture and fixtures 5 to 7 years Software 2 to 3 years Building Improvements 10 years Building 39 years Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in operating expenses. Maintenance and repairs are charged to expense as incurred. Expenditures that substantially increase an assets useful life are capitalized. In the fourth quarter of 2013, the Company acquired a 10,000 square foot data center facility in Phoenix, Arizona. This facility has allowed the Company to consolidate its data needs in a company-owned data center, and should allow for the expansion of its cloud-based offerings to its customers. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs The Company capitalizes external direct costs of materials and services consumed in developing and obtaining internal-use computer software and the payroll and payroll-related costs for employees who are directly associated with and who devote time to developing the internal-use computer software. These costs are capitalized after certain milestones have been achieved and generally amortized over a three-year period once the project is placed in service. Management exercises judgment in determining when costs related to a project may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the amortization period for the capitalized costs, which is generally three years. The Company expects to continue to invest in internally developed software and to capitalize such costs in the future, although no such costs were capitalized in the three and six months ended June 30, 2015. |
Restructuring Charges | Restructuring Charges On August 2012, the Company entered into an agreement to sublease its office space in San Francisco under terms generally equivalent to its existing commitment. This lease ended on December 31, 2014, at which time the company no longer had any obligations under the terms of this lease. In the second quarter of 2015, LookSmart incurred $0.2 million in restructuring charges. These expenses include legal and the professional expenses associated with the announcement in April 2015 that LookSmart, Ltd. (LOOK) and privately-held Pyxis Tankers Inc. ("Pyxis") entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby Pyxis will become a publicly listed company as a result of the merger between of LookSmart, Ltd. ("LookSmart") and into Pyxis' wholly-owned subsidiary, Maritime Technologies Corp., a Delaware corporation. On the effective date of the merger, in addition, LookSmart will spin off its existing business into a new entity called LookSmart Group, Inc. ("LookSmart Group")\ . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets held or used in operations, including property and equipment and internally developed software, for impairment in accordance with ASC 360-10 Impairment and Disposal of Long-Lived Assets The Company reviews assets for evidence of impairment annually at year-end and whenever events or changes in circumstances indicate the carrying values may not be recoverable. The impairment review requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations and changes in competition. |
Traffic Acquisition Costs | Traffic Acquisition Costs The Company enters into agreements of varying durations with its distribution network partners that display the Companys listings ads on their sites in return for a percentage of the revenue-per-click that the Company receives when the ads are clicked on those partners sites. The Company also enters into agreements of varying durations with third party affiliates. These affiliate agreements provide for variable payments based on a percentage of the Companys revenue or based on a certain metric, such as number of searches or paid clicks. TAC expense is recorded in cost of revenue. |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation costs for all share-based payment transactions with employees, including grants of employee stock options, restricted stock awards, and employee stock purchases related to the Employee Stock Purchase Plan, over the requisite service period based on their relative fair values. We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Our assumptions about stock-price volatility are based on the actual volatility of our publicly traded stock. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. We estimate the expected term based upon the historical exercise activity. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Companys Consolidated Statements of Operations over the requisite service periods. In the first quarter of 2015, all remaining outstanding share options were surrendered, therefore there was no share-based compensation expense in the three or six months ended June 30, 2015. Share-based compensation expense, related to stock option grants and employee stock purchases, recognized were not significant for the three and six months ended June 30, 2014. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is determined at the end of each fiscal quarter, based on historical rates. The Company elected to adopt the alternative transition method for calculating the tax effects of share-based compensation to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee share-based compensation awards. |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses as incurred and were insignificant and $0.01 in the three and six months ended June 30, 2015, respectively. Advertising costs were insignificant in both the three and six months ended June 30, 2014. |
Product Development Costs | Product Development Costs Research of new product ideas and enhancements to existing products are charged to expense as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method. Under the liability method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company records liabilities, where appropriate, for all uncertain income tax positions. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. |
Comprehensive Loss | Comprehensive Loss Other comprehensive loss as of June 30, 2015 and December 31, 2014, consists of unrealized gains and losses on marketable securities categorized as available-for-sale and foreign currency translation adjustments. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per share is calculated using the weighted average shares of common stock outstanding, excluding treasury stock. Diluted net loss per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding, excluding treasury stock, during the period, using the treasury stock method for stock options. As a result of the Companys net loss position at both June 30, 2015 and 2014, there is no dilution. |
Segment Information | Segment Information The Company has one operating segment, online advertising. While the Company operates under one operating segment, management reviews revenue under two product offeringsAdvertiser Networks and Publisher Solutions. As of June 30, 2015 and December 31, 2014, the Companys accounts receivable and deferred revenue are primarily related to the online advertising segment. All long-lived assets are located in the United States and Canada. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards On January 2, 2014 we adopted guidance issued by the Financial Accounting Standards Board (FASB), ASU 2013-04, Liabilities Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date On January 2, 2015, we adopted the guidance issued by the FASB, ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09) " Revenue from Contracts with Customers In March 2015, The FASB has issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In May 2015, The FASB has issued Accounting Standards Update No. 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement a b c d Intangibles - Goodwill and Other - Internal-Use Software FASB Accounting Standards Codification |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table reflects customers that accounted for more than 10% of net accounts receivable: June 30, December 31, 2015 2014 Company 1 11 % 10 % Company 2 ** 12 % Company 3 ** 24 % Company 4 ** 13 % ** Less than 10% |
Schedule Of Property And Equipment Estimated Useful Lives | Property and equipment are stated at cost, except when an impairment analysis requires the use of fair value, and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer equipment 3 to 4 years Furniture and fixtures 5 to 7 years Software 2 to 3 years Building Improvements 10 years Building 39 years |
Net Revenue [Member] | |
Summary of Significant Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table reflects the concentration of revenue by geographic locations that accounted for more than 10% of net revenue: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 United States 96 % 92 % 94 % 93 % Europe, Middle East and Africa ** ** ** ** ** Less than 10% The following table reflects the percentage of revenue attributed to customers who accounted for more than 10% of net revenue. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Company 1 18 % 13 % 12 % 12 % Company 2 ** 10 % ** 11 % Company 3 ** 10 % ** ** ** Less than 10% |
Traffic Acquisition Costs [Member] | |
Summary of Significant Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The Company derives its revenue primarily from its relationships with significant distribution network partners. The following table reflects the distribution partners that accounted for more than 10% of total TAC: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Distribution Partner 1 11 % 20 % 15 % 32 % Distribution Partner 2 11 % 19 % 10 % 28 % Distribution Partner 3 10 % 22 % ** 21 % Distribution Partner 4 ** ** ** ** ** Less than 10% |
Advertiser Networks and Publisher Solutions [Member] | |
Summary of Significant Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | LookSmart derives its revenue from two service offerings, or products: Advertiser Networks and Publisher Solutions. The percentage distributions between the two service offerings are as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Advertiser Networks 100 % 88 % 100 % 91 % Publisher Solutions 0 % 12 % 0 % 9 % |
Cash and Available for Sale S20
Cash and Available for Sale Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Cash and Available for Sale Securities [Abstract] | |
Company's cash and available-for-sale securities amortized cost and estimated fair | The following table summarizes the Companys cash and available-for-sale securities amortized cost and estimated fair value by significant investment category as of June 30, 2015, and December 31, 2014 ( in thousands Amortized Cost and Estimated Fair Value June 30, December 31, 2015 2014 Cash and cash equivalents: Cash $ 489 $ 304 Cash equivalents Money market mutual funds 2 1 Total cash equivalents 2 1 Total cash and cash equivalents 491 305 Short-term investments: Certificates of deposit 23 123 Commercial paper 34 Other commodities 6 6 Collateralized debt obligations Total short-term investments 63 129 Total cash, and cash equivalents, short-term and long-term investments $ 554 $ 434 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consist of the following at June 30, 2015, and December 31, 2014 ( in thousands June 30, 2015 December 31, 2014 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computer equipment $ 1,099 $ (719 ) $ 380 $ 1,108 $ (602 ) $ 506 Furniture and fixtures 22 (6 ) 16 22 (4 ) 18 Software 2,573 (1,499 ) 1,074 2,733 (1,137 ) 1,596 Building and Leasehold improvements 541 (63 ) 478 541 (36 ) 505 Land and Buildings 797 (27 ) 770 797 (19 ) 778 Total $ 5,032 $ (2,314 ) $ 2,718 $ 5,201 $ (1,798 ) $ 3,403 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Assets [Abstract] | |
Capitalized Software and Other Assets | The Companys other assets are as follows at June 30, 2015, and December 31, 2014 ( in thousands June 30, 2015 December 31, 2014 Gross Amount Accumulated Amortization Net Book Value Gross Amount Accumulated Amortization Net Book Value Other assets 418 418 62 62 Total $ 418 $ $ 418 $ 62 $ $ 62 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities consisted of the following as of June 30, 2015, and December 31, 2014 ( in thousands): June 30, December 31, 2015 2014 Accrued distribution and partner costs $ 48 $ 89 Accrued compensation and related expenses 95 102 Accrued professional service fees 68 117 Notes Payable 212 Other (7 ) 3 Capital lease obligation (Note 7) 87 87 Total accrued liabilities $ 503 $ 398 |
Capital Lease and Other Oblig24
Capital Lease and Other Obligations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases, Capital [Abstract] | |
Capital lease and other obligations | Capital lease and other obligations consist of the following at June 30, 2015, and December 31, 2014 ( in thousands): June 30, December 31, 2015 2014 Capital lease obligations $ 87 $ 87 Deferred rent 14 22 Notes Payable 700 Total capital lease and other obligations 801 109 Less: current portion of capital lease obligations (87 ) (87 ) Capital lease and other obligations, net of current portion $ 714 $ 22 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments under all operating leases, net of related subleases | As of June 30, 2015, future minimum net payments under all operating leases are as follows ( in thousands Capital Lease Operating Leases Total Six months ending December 31, 2015 $ 87 $ 24 $ 111 Years ending December 31, 2016 2017 2018 Total minimum net payments $ 87 $ 24 $ 111 Less: amount representing interest Present value of net minimum payments 111 Less: current portion (111 ) Long-term portion of capital lease obligations $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Share-based compensation expense | Share-based compensation expense recorded during three and six months ended June 30, 2015, and June 30, 2014 was included in the Companys Unaudited Consolidated Statements of Operations as follows (in thousands) Three Months Ended June 30, Six Months Ended June 30 2015 2014 2015 2014 Sales and marketing $ $ $ $ 1 Product development and technical operations 1 General and administrative 1 2 Total share-based compensation expense $ $ 1 $ $ 4 |
Stock option activity | Stock option activity under the Plans during the three and six months ended June 30, 2015 is as follows: Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Options outstanding at December 31, 2014 5 $ 5.27 2.93 $ Granted Exercised Expired Forfeited (5 ) 5.27 2.93 Options outstanding at March 31, 2015 Granted Exercised Expired Forfeited Options outstanding at June 30, 2015 $ Vested and expected to vest at June 30, 2015 $ Exercisable at June 30, 2015 $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Company's financial assets measured at fair value on a recurring basis | The Companys financial assets measured at fair value on a recurring basis subject to disclosure requirements at June 30, 2015, and December 31, 2014 were as follows ( in thousands Balance at June 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobserved Inputs (Level 3) Cash equivalents: Money market mutual funds $ 1 $ 1 $ $ Total cash equivalents 1 1 Short-term investments: Certificates of deposit 23 23 Other commodities 6 6 Commercial paper 34 34 Total short-term investments 63 63 Total financial assets measured at fair value $ 64 $ 1 $ 63 $ Balance at December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant (Level 2) Significant Unobserved (Level 3) Cash equivalents: Money market mutual funds $ 1 $ 1 $ $ Total cash equivalents 1 1 Short-term investments: Certificates of deposit 123 123 Other Commodities 6 6 Total short-term investments 129 129 Total financial assets measured at fair value $ 130 $ 1 $ 129 $ |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |||||
Accounts Receivable [Member] | Company 1 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 11.00% | 10.00% | |||||||
Accounts Receivable [Member] | Company 2 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 0.00% | [1] | 12.00% | ||||||
Accounts Receivable [Member] | Company 3 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 0.00% | [1] | 24.00% | ||||||
Accounts Receivable [Member] | Company 4 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 0.00% | [1] | 13.00% | ||||||
Net Revenue [Member] | United States [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 96.00% | 92.00% | 94.00% | 93.00% | |||||
Net Revenue [Member] | Europe, Middle East and Africa [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | [1] | 0.00% | 0.00% | 0.00% | 0.00% | ||||
Net Revenue [Member] | Company 1 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 18.00% | 13.00% | 12.00% | 12.00% | |||||
Net Revenue [Member] | Company 2 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 0.00% | [1] | 10.00% | 0.00% | [1] | 11.00% | |||
Net Revenue [Member] | Company 3 Concentration Risk [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 0.00% | [1] | 10.00% | 0.00% | [1] | 0.00% | [1] | ||
Cost of Services [Member] | Advertiser Networks [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 100.00% | 88.00% | 100.00% | 91.00% | |||||
Cost of Services [Member] | Publisher Solutions [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 0.00% | 12.00% | 0.00% | 9.00% | |||||
Traffic Acquisition Costs [Member] | Distribution Partner 1 [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 11.00% | 20.00% | 15.00% | 32.00% | |||||
Traffic Acquisition Costs [Member] | Distribution Partner 2 [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 11.00% | 19.00% | 10.00% | 28.00% | |||||
Traffic Acquisition Costs [Member] | Distribution Partner 3 [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | 10.00% | 22.00% | 0.00% | [1] | 21.00% | ||||
Traffic Acquisition Costs [Member] | Distribution Partner 4 [Member] | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration Risk, Percentage | [1] | 0.00% | 0.00% | 0.00% | 0.00% | ||||
[1] | Less than 10% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 1) | 6 Months Ended |
Jun. 30, 2015 | |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 4 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Software [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Software [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Building Improvements [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building [Member] | |
Property, Plant and Equipment, Useful Life | 39 years |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2013ft² | Mar. 31, 2013ft² | |
Summary of Significant Accounting Policies [Line Items] | |||||||
Allowance for Doubtful Accounts Receivable | $ 800 | $ 800 | $ 800 | ||||
Restructuring charges | 217 | $ 7 | 293 | $ 16 | |||
Advertising Revenue Cost | $ 10 | $ 10 | |||||
Accounts Receivable [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Minimum reportable percentage for concentration of credit risk | 10.00% | ||||||
Net Revenue [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Minimum reportable percentage for concentration of credit risk | 10.00% | ||||||
Traffic Acquisition Costs [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Minimum reportable percentage for concentration of credit risk | 10.00% | ||||||
Phoenix [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Area of Building | ft² | 10,000 | 10,000 |
Merger_Spin-off Reorganizatio31
Merger/Spin-off Reorganization Transaction (Details Narrative) - 1 months ended Apr. 23, 2015 - USD ($) $ in Thousands | Total |
Common stock issuance discription | Each share of the Companys common stock held by holders of record at the close of business on the date of the closing of the Merger will be cancelled and exchanged for the right to receive the number of share(s) of Pyxis common stock equal to $4,000,000 divided by a denominator equal to (i) the final closing price of a share of the Companys common stock (post-Reverse Split) on the date of the closing of the Merger, multiplied by (ii) the number of issued and outstanding shares of the Companys common stock (post-Reverse Split) as of the date that the Merger becomes effective. |
Repayment of amount recieved on execution of merger | $ 600,000 |
Michael Onghai [Member] | |
Common stock hold | 3,123,047 |
Ownership percent | 54.10% |
Pyxis Tankers Inc [Member] | |
Gross proceeds | $ 5,000 |
Legal and accounting fees incurred on termination | 450 |
Addition fee paid on termination | 450 |
Legacy LS Stockholders [Member] | |
Gross proceeds | $ 2,000 |
Cash and Available for Sale S32
Cash and Available for Sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Cash and cash equivalents: | ||||
Cash | $ 489 | $ 304 | ||
Cash equivalents | ||||
Total cash equivalents | 2 | 1 | ||
Total cash and cash equivalents | 491 | 305 | $ 2,138 | $ 2,789 |
Short-term investments: | ||||
Total short-term investments | 63 | 129 | ||
Long-term investments: | ||||
Total cash, and cash equivalents, short-term and long-term investments | 554 | 434 | ||
Collateralized Debt Obligations [Member] | ||||
Short-term investments: | ||||
Total short-term investments | 0 | 0 | ||
Money Market Mutual Funds [Member] | ||||
Cash equivalents | ||||
Total cash equivalents | 2 | 1 | ||
Certificates of Deposit [Member] | ||||
Short-term investments: | ||||
Total short-term investments | 23 | 123 | ||
Commercial Paper [Member] | ||||
Short-term investments: | ||||
Total short-term investments | 34 | 0 | ||
Other Commodities [Member] | ||||
Short-term investments: | ||||
Total short-term investments | $ 6 | $ 6 |
Cash and Available for Sale S33
Cash and Available for Sale Securities (Details Textual) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Cash and Available for Sale Securities [Abstract] | ||
Contractual maturities of cash and short term investments | 1 year | 1 year |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 5,032 | $ 5,201 |
Accumulated Depreciation | (2,314) | (1,798) |
Net Book Value | 2,718 | 3,403 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,099 | 1,108 |
Accumulated Depreciation | (719) | (602) |
Net Book Value | 380 | 506 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 22 | 22 |
Accumulated Depreciation | (6) | (4) |
Net Book Value | 16 | 18 |
Building and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 541 | 541 |
Accumulated Depreciation | (63) | (36) |
Net Book Value | 478 | 505 |
Land and Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 797 | 797 |
Accumulated Depreciation | (27) | (19) |
Net Book Value | 770 | 778 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,573 | 2,733 |
Accumulated Depreciation | (1,499) | (1,137) |
Net Book Value | $ 1,074 | $ 1,596 |
Property and Equipment (Detai35
Property and Equipment (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Nov. 30, 2013ft² | Mar. 31, 2013ft² | |
Phoenix [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Area of Building | ft² | 10,000 | 10,000 | ||||
Property And Equipment Under Capital Lease | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation expense | $ 300 | $ 400 | $ 600 | $ 700 | ||
Capital Leased Assets, Gross | $ 100 | $ 200 | $ 100 | $ 200 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Gross Amount | $ 418 | $ 62 |
Accumulated Amortization | 0 | 0 |
Net Book Value | 418 | 62 |
Other assets [Member] | ||
Gross Amount | 418 | 62 |
Accumulated Amortization | 0 | 0 |
Net Book Value | $ 418 | $ 62 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued distribution and partner costs | $ 48 | $ 89 |
Accrued compensation and related expenses | 95 | 102 |
Accrued professional service fees | 68 | 117 |
Notes Payable | 212 | 0 |
Other | (7) | 3 |
Capital lease obligation (note 7) | 87 | 87 |
Total accrued liabilities | $ 503 | $ 398 |
Capital Lease and Other Oblig38
Capital Lease and Other Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Leases, Capital [Abstract] | ||
Capital lease obligations | $ 87 | $ 87 |
Deferred rent | 14 | 22 |
Notes Payable | 700 | 0 |
Total capital lease and other obligations | 801 | 109 |
Less: current portion of capital lease obligations | (111) | (87) |
Capital lease and other obligations, net of current portion | $ 714 | $ 22 |
Capital Lease and Other Oblig39
Capital Lease and Other Obligations (Details Textual) - USD ($) $ in Thousands | Jun. 05, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Snowy August Management LLC [Member] | ||||
Capital Lease and Other Obligations [Line Items] | ||||
Advances to the company | $ 100 | $ 600 | ||
Incorrectly reported amount of the advances | $ 750 | |||
City National Bank [Member] | ||||
Capital Lease and Other Obligations [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | $ 100 | |||
Inca Capital [Member] | ||||
Capital Lease and Other Obligations [Line Items] | ||||
Collateralized loan | $ 600 | |||
Loan interest rate | 10.50% | |||
Loan maturity date | May 30, 2016 |
Commitments and Contingencies40
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Years ending December 31, | ||
2,015 | $ 87 | |
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
Total minimum net payments | 87 | |
Less: amount representing interest | 0 | |
Present value of net minimum payments | 111 | |
Less: current portion | (111) | $ (87) |
Long-term portion of capital lease obligations | 0 | |
Operating Leases | ||
2,015 | 24 | |
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
Total minimum net payments | 24 | |
Total | ||
2,015 | 111 | |
2,016 | 0 | |
2,017 | 0 | |
2,018 | 0 | |
Total minimum net payments | $ 111 |
Commitments and Contingencies41
Commitments and Contingencies (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 21, 2015USD ($) | Aug. 31, 2013a | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2013a | Dec. 31, 2014USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Legal Contingency Paid Value | $ 42,500 | |||||||
Rent expense | $ 70 | $ 40 | $ 100 | $ 80 | ||||
City National Bank [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Letters of Credit Outstanding, Amount | $ 100 | |||||||
San Francisco, California [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Land Subject to Office Space | a | 2,341 | |||||||
Lease Expiration Date | Aug. 31, 2018 | |||||||
Lease Term | 5 years | |||||||
Los Angeles, California [Member] | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||
Land Subject to Office Space | a | 4,803 | |||||||
Lease Expiration Date | Aug. 31, 2015 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | $ 0 | $ 1 | $ 0 | $ 4 |
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | 0 | 0 | 0 | 1 |
Product development and technical operations [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | 0 | 0 | 0 | 1 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total share-based compensation expense | $ 0 | $ 1 | $ 0 | $ 2 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||
Shares, Options outstanding | 0 | 5 | |
Shares, Granted (in shares) | 0 | 0 | |
Shares, Exercised (in shares) | 0 | 0 | |
Shares, Expired (in shares) | 0 | 0 | |
Shares, Forfeited (in shares) | 0 | (5) | |
Shares, Options outstanding | 0 | 0 | 5 |
Vested and expected to vest at June 30, 2015 (in shares) | 0 | ||
Exercisable at June 30, 2015 (in shares) | 0 | ||
Weighted- Average Exercise Price Per Share, Options outstanding | $ 0 | $ 5.27 | |
Weighted- Average Exercise Price Per Share, Granted (in dollars per share) | 0 | 0 | |
Weighted- Average Exercise Price Per Share, Excercised (in dollars per share) | 0 | 0 | |
Weighted- Average Exercise Price Per Share, Expired (in dollars per share) | 0 | 0 | |
Weighted- Average Exercise Price Per Share, Forfeited (in dollars per share) | 0 | 5.27 | |
Weighted- Average Exercise Price Per Share, Options outstanding | 0 | $ 0 | $ 5.27 |
Vested and expected to vest at June 30, 2015 (in dollars per share) | 0 | ||
Exercisable at March 31, 2015 (in dollars per share) | $ 0 | ||
Weighted- Average Remaining Contractual Term, Options outstanding | 2 years 11 months 5 days | 2 years 11 months 5 days | |
Aggregate Intrinsic Value, Options outstanding | $ 0 | $ 0 | $ 0 |
Aggregate Intrinsic Value, Vested and expected to vest at June 30, 2015 | 0 | ||
Aggregate Intrinsic Value, Exercisable at June 30, 2015 | 0 | ||
Aggregate Intrinsic Value, Options outstanding | $ 0 | $ 0 | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | May. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares issued (in shares) | 5,769 | 5,769 | 5,769 | ||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | ||||||
Treasury Stock Acquired, Average Cost Per Share | $ 1.78 | ||||||
Treasury Stock, Value, Acquired, Cost Method | $ 174 | ||||||
Treasury Stock, Shares, Acquired | 98,000 | ||||||
Increase in paid-in capital | $ 600 | ||||||
2009 ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of vested awards | $ 0 | $ 0 | |||||
Share-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |||
Plan 2007 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,200,000 | 1,200,000 | 1,400,000 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 7 years | 7 years | |||||
Plan 2009 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 500,000 | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15.00% | 15.00% | |||||
Common stock, shares issued (in shares) | 28,000 | 28,000 | |||||
Share based Compensation Arrangement By Share based Payment Award Purchase Price Of Common Stock | 5,000 | ||||||
Stockholders' Equity, Reverse Stock Split | (adjusted for the 3:1 reverse split in November 2013) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 1 | $ 1 |
Total short-term investments | 63 | 129 |
Total financial assets measured at fair value | 64 | 130 |
Commodities Investment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 6 | 6 |
Money Market Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 1 | 1 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 34 | |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 23 | 123 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 1 | 1 |
Total short-term investments | 0 | 0 |
Total financial assets measured at fair value | 1 | 1 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 1 | 1 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commodities Investment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total short-term investments | 63 | 129 |
Total financial assets measured at fair value | 63 | 129 |
Significant Other Observable Inputs (Level 2) [Member] | Money Market Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 34 | |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 23 | 123 |
Significant Other Observable Inputs (Level 2) [Member] | Commodities Investment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 6 | 6 |
Significant Unobserved Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total short-term investments | 0 | 0 |
Total financial assets measured at fair value | 0 | 0 |
Significant Unobserved Inputs (Level 3) [Member] | Money Market Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Significant Unobserved Inputs (Level 3) [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Significant Unobserved Inputs (Level 3) [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 0 |
Significant Unobserved Inputs (Level 3) [Member] | Commodities Investment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | $ 0 | $ 0 |