Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'ReachLocal Inc | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 29,165,755 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001297336 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $51,717 | $77,514 |
Short-term investments | 259 | 260 |
Accounts receivable, net of allowance for doubtful accounts of $3,576 and $2,212 at September 30, 2014 and December 31, 2013, respectively | 8,353 | 9,699 |
Prepaid expenses and other current assets | 6,625 | 8,746 |
Deferred tax assets | 1,893 | 1,250 |
Assets of discontinued operations | 224 | 3,415 |
Total current assets | 69,071 | 100,884 |
Property and equipment, net | 17,315 | 12,903 |
Capitalized software development costs, net | 20,972 | 17,300 |
Restricted deposits | 3,830 | 3,654 |
Deferred tax assets | 2,560 | 1,883 |
Intangible assets, net | 1,554 | 1,270 |
Other assets | 13,409 | 6,032 |
Goodwill | 44,198 | 42,083 |
Total assets | 172,909 | 186,009 |
Current Liabilities: | ' | ' |
Accounts payable | 34,399 | 36,970 |
Accrued compensation and benefits | 16,896 | 17,280 |
Deferred revenue | 31,058 | 33,013 |
Accrued restructuring | 2,767 | ' |
Other current liabilities | 14,068 | 15,089 |
Liabilities of discontinued operations | 868 | 1,324 |
Total current liabilities | 100,056 | 103,676 |
Deferred rent and other liabilities | 5,780 | 3,965 |
Total liabilities | 105,836 | 107,641 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders’ Equity: | ' | ' |
Common stock, $0.00001 par value—140,000 shares authorized; 29,192 and 28,259 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | ' | 0 |
Receivable from stockholder | -71 | -73 |
Additional paid-in capital | 128,232 | 111,934 |
Accumulated deficit | -57,111 | -29,559 |
Accumulated other comprehensive loss | -3,977 | -3,934 |
Total stockholders’ equity | 67,073 | 78,368 |
Total liabilities and stockholders’ equity | $172,909 | $186,009 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Allowance for doubtful accounts (in Dollars) | $3,576 | $2,212 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 140,000 | 140,000 |
Common stock, shares issued | 29,192 | 28,259 |
Common stock, shares outstanding | 29,192 | 28,259 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue | $117,623 | $132,813 | $365,912 | $381,177 |
Cost of revenue | 64,154 | 66,083 | 191,013 | 190,788 |
Operating expenses: | ' | ' | ' | ' |
Selling and marketing | 45,479 | 47,291 | 140,386 | 136,021 |
Product and technology | 6,746 | 5,582 | 20,521 | 16,728 |
General and administrative | 12,183 | 11,282 | 40,877 | 30,405 |
Restructuring charges | 518 | ' | 4,567 | ' |
Total operating expenses | 64,926 | 64,155 | 206,351 | 183,154 |
Operating income (loss) | -11,457 | 2,575 | -31,452 | 7,235 |
Other income, net | 208 | 181 | 591 | 522 |
Income (loss) from continuing operations before income taxes | -11,249 | 2,756 | -30,861 | 7,757 |
Income tax provision (benefit) | 35 | 2,106 | -2,938 | 5,434 |
Income (loss) from continuing operations | -11,284 | 650 | -27,923 | 2,323 |
Gain (loss) from discontinued operations (including gain on disposal of $1,201 for the nine months ended September 30, 2014) | ' | -2,448 | 593 | -6,408 |
Income tax provision (benefit) | ' | -676 | 222 | -2,187 |
Net loss | ($11,284) | ($1,122) | ($27,552) | ($1,898) |
Basic: | ' | ' | ' | ' |
Income (loss) from continuing operations (in Dollars per share) | ($0.40) | $0.02 | ($0.98) | $0.08 |
Income (loss) from discontinued operations, net of income taxes (in Dollars per share) | ' | ($0.06) | $0.01 | ($0.15) |
Net loss per share (in Dollars per share) | ($0.40) | ($0.04) | ($0.97) | ($0.07) |
Diluted: | ' | ' | ' | ' |
Income (loss) from continuing operations (in Dollars per share) | ($0.40) | $0.02 | ($0.98) | $0.08 |
Income (loss) from discontinued operations, net of income taxes (in Dollars per share) | ' | ($0.06) | $0.01 | ($0.15) |
Net loss per share (in Dollars per share) | ($0.40) | ($0.04) | ($0.97) | ($0.07) |
Weighted average common shares used in the computation of income (loss) per share: | ' | ' | ' | ' |
Basic (in Shares) | 28,515 | 27,507 | 28,360 | 27,843 |
Diluted (in Shares) | 28,515 | 28,652 | 28,360 | 29,303 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Gain on disposal | $1,201 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net loss | ($11,284) | ($1,122) | ($27,552) | ($1,898) |
Other comprehensive loss: | ' | ' | ' | ' |
Foreign currency translation adjustments | -878 | 241 | -43 | -1,625 |
Comprehensive loss | ($12,162) | ($881) | ($27,595) | ($3,523) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Income (loss) from continuing operations | ($27,923) | $2,323 |
Adjustments to reconcile income (loss) from continuing operations, net of income taxes, to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 12,595 | 11,374 |
Stock-based compensation | 10,718 | 8,201 |
Restructuring charges | 4,567 | ' |
Excess tax shortfalls (benefits) from stock-based awards | 1,185 | -1,127 |
Provision for doubtful accounts | 1,568 | 513 |
Non-cash interest income, net | -243 | ' |
Deferred taxes, net | -1,325 | ' |
Foreign currency unrealized loss, net | 110 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -728 | -4,908 |
Prepaid expenses and other current assets | 2,049 | -5,163 |
Other assets | -1,175 | -2,732 |
Accounts payable | -3,075 | 12,798 |
Accrued compensation and benefits | -119 | 2,243 |
Deferred revenue | -1,938 | 2,811 |
Accrued restructuring | -1,620 | ' |
Deferred rent and other liabilities | -413 | 1,565 |
Net cash provided by (used in) operating activities, continuing operations | -5,767 | 27,898 |
Net cash used in operating activities, discontinued operations | -1,402 | -3,499 |
Net cash provided by (used in) operating activities | -7,169 | 24,399 |
Cash flows from investing activities: | ' | ' |
Additions to property, equipment and software | -18,987 | -13,900 |
Acquisitions, net of acquired cash | -1,789 | -363 |
Investment in partnership | -2,000 | -2,500 |
Maturities of certificates of deposits and short-term investments | ' | 2,566 |
Purchases of certificates of deposits and short-term investments | -85 | -2,891 |
Net cash used in investing activities, continuing operations | -22,861 | -17,088 |
Net cash used in investing activities, discontinued operations | ' | -2,275 |
Net cash used in investing activities | -22,861 | -19,363 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 6,438 | 5,333 |
Excess tax benefits (shortfalls) from stock-based awards | -1,185 | 1,127 |
Common stock repurchases | -66 | -18,904 |
Principal payments on capital lease obligations | -65 | ' |
Net cash provided by (used in) financing activities | 5,122 | -12,444 |
Effect of exchange rate changes on cash and cash equivalents | -889 | -2,282 |
Net change in cash and cash equivalents | -25,797 | -9,690 |
Cash and cash equivalents—beginning of period | 77,514 | 92,320 |
Cash and cash equivalents—end of period | 51,717 | 82,630 |
Capitalized software development costs resulting from stock-based compensation | 346 | 317 |
Deferred payment obligation decrease | -290 | -122 |
Unpaid purchases of property and equipment | 172 | 256 |
Investment related to the ClubLocal disposition | 4,500 | ' |
Assets acquired under capital leases | $823 | ' |
Note_1_Organization_and_Descri
Note 1 - Organization and Description of Business | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Nature of Operations [Text Block] | ' |
1. Organization and Description of Business | |
ReachLocal, Inc. (the “Company”) was incorporated in the state of Delaware in August 2003. The Company’s operations are located in the United States, Canada, Australia, New Zealand, Japan, the United Kingdom, Germany, the Netherlands, Austria, Belgium, Brazil, Mexico, and India. The Company’s mission is to deliver more customers to local business around the world. The Company offers a comprehensive suite of online marketing solutions, including a total digital marketing system that combines lead management, marketing automation, campaign analysis, responsive website design and a mobile app (ReachEdge™), search engine marketing (ReachSearch™), display advertising (ReachDisplay™), display retargeting (ReachRetargeting™), search engine optimization (ReachSEO™), Web presence (ReachCast™), online marketing analytics (TotalTrack®), an assisted chat service (TotalLiveChat™), and other products, each targeted to local business owners. The Company delivers its suite of services to local businesses through a combination of its proprietary technology platform, its sales force of outside and inside salespeople, and select third-party agencies and resellers. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
2. Summary of Significant Accounting Policies | |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of ReachLocal, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Basis of Presentation | |
The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The Condensed Consolidated Balance Sheet as of December 31, 2013 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures included in those audited consolidated financial statements. | |
The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s statement of financial position at September 30, 2014, the Company’s results of operations for the three and nine months ended September 30, 2014 and 2013 and the Company’s cash flows for the nine months ended September 30, 2014 and 2013. The results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. All references to the three and nine months ended September 30, 2014 and 2013 in the notes to the condensed consolidated financial statements are unaudited. | |
Reclassifications and Adjustments | |
Certain prior period amounts have been reclassified to conform to the current period presentation and certain adjustments related to prior reporting periods totaling $0.3 million have been recorded in other income, net, in the quarter ended September 30, 2014. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ from those estimates. | |
Restricted Cash | |
Restricted cash represents certificates of deposit held at financial institutions, which are pledged as collateral for letters of credit related to lease commitments or as collateral for the Company’s merchant accounts. The restrictions will lapse when the letters of credit related to lease commitments expire at the end of the respective lease terms in 2021. The restrictions on the certificates of deposits related to the merchant accounts will lapse upon termination of the merchant accounts. Restricted certificates of deposit are classified as non-current assets. Restricted cash also includes $0.2 million of cash reserved to provide for potential liabilities for employee health care claims. | |
Commissions | |
Generally, the Company expenses commissions as earned. Commencing in 2014, the Company began paying commissions to certain sales people for the acquisition of new clients. The client contracts are not cancelable without a penalty, and the Company defers those commissions and amortizes them over the term of the initial customer campaign. The amortization of deferred commissions is included in selling and marketing expense in the accompanying condensed consolidated statements of operations. Unamortized commission expense of $0.4 million at September 30, 2014, is included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. | |
Capital Leases | |
Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or at the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful life of the asset or the period of the related lease. Principal payments on capital lease obligations are recorded as reduction of capital lease liability in the accompanying condensed consolidated balance sheets, and interest payments are recorded as interest expense which is included in other income, net in the accompanying condensed consolidated statements of operations. | |
Self-Insurance | |
Beginning July 2, 2014, the Company implemented a self-insurance plan to provide for potential liabilities for employee health care claims. Liabilities associated with the risks are estimated, in part, by considering historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The Company had insurance liabilities totaling approximately $0.8 million at September 30, 2014, which are included in accrued compensation and benefits in the accompanying condensed consolidated balance sheets. | |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern. The amendments in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for the Company as of January 1, 2017. Early application is permitted. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial condition and results of operations. | |
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments in this update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in this update will be effective for the Company as of January 1, 2016. Earlier adoption is permitted. Entities may apply the amendments in this update either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently assessing the impact of this update, and believes that its adoption on January 1, 2016 will not have a material impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance throughout the Codification. This update supersedes some cost guidance included in ASC 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of ASC 360, Property, Plant, and Equipment, and intangible assets, within the scope of ASC 350, Intangibles - Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement in this update. The standard will be effective for the Company as of January 1, 2017. Earlier adoption is not permitted for public entities. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings (simplified transition method). The Company is currently assessing the impact of this update on its consolidated financial statements. | |
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the criteria for determining which disposals can be presented as discontinued operations and modify related disclosure requirements. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date, and is effective for the Company as of January 1, 2015. However, all entities may early adopt the guidance for new disposals (or new classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company will apply this guidance to any new disposals or new classification as held for sale after the effective date. |
Note_3_Fair_Value_of_Financial
Note 3 - Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
3. Fair Value of Financial Instruments | |||||||||||||||||
The Company applies the fair value hierarchy for its financial instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, that are used to measure fair value: | |||||||||||||||||
• | Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
• | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
The following table summarizes the basis used to measure certain of the Company’s financial assets and liabilities that are carried at fair value (in thousands): | |||||||||||||||||
Basis of Fair Value Measurement | |||||||||||||||||
Balance at | Quoted Prices in Active Markets for Identical | Significant | Significant Unobservable | ||||||||||||||
September 30, | Items | Other | Inputs | ||||||||||||||
2014 | (Level 1) | Observable Inputs (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Short-term investments | $ | 259 | $ | 259 | $ | — | $ | — | |||||||||
Loan receivable | $ | 350 | $ | — | 350 | $ | — | ||||||||||
Restricted deposits | $ | 3,620 | $ | — | $ | 3,620 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent acquisition consideration | $ | 524 | $ | — | $ | — | $ | 524 | |||||||||
Basis of Fair Value Measurement | |||||||||||||||||
Balance at | Quoted Prices in Active Markets for Identical | Significant | Significant Unobservable | ||||||||||||||
December 31, | Items | Other | Inputs | ||||||||||||||
2013 | (Level 1) | Observable Inputs (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Short-term investments | $ | 260 | $ | 260 | $ | — | $ | — | |||||||||
Restricted deposits | $ | 3,654 | $ | — | $ | 3,654 | $ | — | |||||||||
The Company’s restricted deposits are valued using pricing sources and models utilizing market observable inputs, as provided to the Company by its broker. | |||||||||||||||||
The Company also has an investment in a privately held partnership that is one of its service providers. During March 2013, the Company invested $2.5 million for a 4% equity interest in the service provider, and in March 2014, the Company invested $2.0 million for an additional 3.2% equity interest. The Company does not have significant influence over the entity. In addition, the Company has an equity interest of 19.9% in an entity that was formally its ClubLocal business and the Company does not have significant influence over the entity. These investments are accounted for under the cost method and are periodically assessed for other-than-temporary impairment. If the Company determines that an other-than-temporary impairment has occurred, it will write-down the investments to their fair value. The fair value of a cost method investment is not evaluated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. However, if such significant adverse events were identified, the Company would estimate the fair value of its cost method investment considering available information at the time of the event, such as current cash position, earnings and cash flow forecasts, recent operational performance and any other readily available data. The carrying amounts of the Company’s cost method investments were each $4.5 million at September 30, 2014, and are included in “Other assets” in the accompanying Condensed Consolidated Balance Sheet. | |||||||||||||||||
In July 2014, the Company entered into a stock purchase agreement to acquire Kickserv, Inc. (“Kickserv”), a provider of cloud-based business management software for service businesses. The purchase price consists of $6.75 million of initial consideration, subject to a holdback and certain adjustments, and up to $4.0 million of earn-out consideration. The transaction is subject to certain closing conditions and is expected to close during the fourth quarter of 2014. Concurrently, the Company provided a loan to Kickserv of $0.4 million that will be assumed by the Company as part of the acquisition or will otherwise mature in July 2016. The loan accrues interest at 3% per annum, and under certain conditions, is convertible into equity securities of Kickserv. The loan receivable is not actively traded and its carrying value is considered to approximate its estimated fair value. |
Note_4_Acquisitions
Note 4 - Acquisitions | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ' | ||||||||||||
4. Acquisitions | |||||||||||||
SureFire Acquisition | |||||||||||||
On March 21, 2014, the Company acquired certain assets and hired certain employees of SureFire Search Limited (“SureFire”) as part of the Company’s international expansion plan. From 2010 until the acquisition, SureFire was the Company’s exclusive reseller in New Zealand. | |||||||||||||
At closing, the Company paid NZ$1.7 million ($1.5 million) in cash of the estimated NZ$2.8 million ($2.4 million) purchase price. The remaining balance of the estimated purchase price is deferred subject to meeting revenue targets and an indemnity holdback, which will be payable, if at all, after the 12-month anniversary of the closing date, and the 12- and 18-month anniversaries of the closing date, respectively. The maximum amount of contingent consideration payable is NZ$2.0 million ($1.6 million at September 30, 2014) and the fair value of the contingent consideration was recorded as an accrued expense. The fair value of the earn-out consideration under the income approach was determined by using the Black-Scholes option pricing model. This approach is based on significant inputs that are not observable in the market, which are considered Level 3 inputs. Key assumptions include forecasted first year revenue, volatility of 30% based on volatilities of selected comparable companies, and a risk-free rate of 0.14% based on a one-year U.S, treasury yield rate. The fair value of the contingent consideration at the date of acquisition was NZ$0.9 million ($0.8 million), and upon revaluation at September 30, 2014 was NZ$0.6 million ($0.5 million at September 30, 2014). The change in fair value upon revaluation of $0.3 million was recorded as other income during the three months ended September 30, 2014. The contingent consideration will continue to be revalued on a quarterly basis, with any change in the valuation recorded as other income or expense. The liability for the indemnity holdback was recorded based on the assumption that there will be no claims made against the holdback and that 65% of the indemnity holdback will be paid April 2015 with the remaining 35% to be paid October 2015. The fair value of the indemnity holdback at the date of acquisition was NZ$0.4 million ($0.4 million). | |||||||||||||
The acquisition was accounted for using the acquisition method of accounting. The Company completed a preliminary purchase price allocation in the first quarter of 2014 and finalized the allocation in the third quarter of 2014 with respect to the timing of certain valuation adjustments. The Company recorded acquired assets and liabilities assumed at their respective fair values. The following table summarizes the final fair value of acquired assets and liabilities assumed (in thousands): | |||||||||||||
Assets acquired: | |||||||||||||
Goodwill | $ | 2,350 | |||||||||||
Intangible assets | 1,280 | ||||||||||||
Accounts receivable | 330 | ||||||||||||
Property and equipment | 13 | ||||||||||||
Total assets acquired | 3,973 | ||||||||||||
Liabilities assumed: | |||||||||||||
Deferred tax liabilities | 358 | ||||||||||||
Deferred revenue | 284 | ||||||||||||
Accrued compensation and benefits | 111 | ||||||||||||
Other | 782 | ||||||||||||
Total liabilities assumed | 1,535 | ||||||||||||
Total fair value of net assets acquired | $ | 2,438 | |||||||||||
Intangible assets acquired from SureFire included customer relationships of $1.3 million which are amortized over three years, their estimated useful life, using the straight line method. The estimated useful life was determined based on assumptions of customer attrition rates. The fair value of the intangible assets was determined by applying the income approach and based on Level 3 inputs. Key assumptions include estimated future revenues from acquired customers and a discount rate of 25%, comprised of an estimated internal rate of return for this transaction and a weighted average cost of capital for comparable companies. The goodwill arising from the acquisition consists largely of the synergies expected from combining the operations of SureFire. The Company expects to increase its presence in the Asia Pacific region as a result of this acquisition. The acquired goodwill is not expected to be deductible for tax purposes. | |||||||||||||
Acquisition costs in connection with the SureFire acquisition were immaterial for the nine months ended September 30, 2014. The revenues and results of operations of the acquired businesses for the periods post-acquisition were included in the condensed consolidated statements of operations and were immaterial for the period ended September 30, 2014. The pro forma results are not shown as the impact is not material. | |||||||||||||
RealPractice Acquisition | |||||||||||||
On January 6, 2014, the Company made the final deferred payment in connection with its 2012 RealPractice acquisition in the amount of $0.3 million. | |||||||||||||
Intangible Assets | |||||||||||||
At September 30, 2014, intangible assets from acquisitions included developed technology of $0.6 million (net of accumulated amortization of $1.9 million) and customer relationships of $0.9 million (net of accumulated amortization of $0.2 million), each amortized over three years. The carrying value of the customer relationships at September 30, 2014 includes effects of foreign currency translation. At December 31, 2013, intangible assets from acquisitions included developed technology of $1.3 million (net of accumulated amortization of $1.8 million) amortized over three years. Based on the current amount of intangibles subject to amortization, the estimated amortization expense over the remaining lives is as follows (in thousands): | |||||||||||||
Years Ending December 31, | |||||||||||||
Remainder of 2014 | $ | 302 | |||||||||||
2015 | 793 | ||||||||||||
2016 | 377 | ||||||||||||
2017 | 82 | ||||||||||||
Total | $ | 1,554 | |||||||||||
For each of the three months ended September 30, 2014 and 2013, amortization expense related to acquired intangibles was $0.3 million. For each of the nine months ended September 30, 2014 and 2013, amortization expense related to acquired intangibles was $0.9 million. | |||||||||||||
Goodwill | |||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2014 were as follows (in thousands): | |||||||||||||
North America | Asia-Pacific | Total | |||||||||||
Balance at December 31, 2013 | $ | 9,695 | $ | 32,388 | $ | 42,083 | |||||||
Goodwill acquired | — | 2,445 | 2,445 | ||||||||||
Acquisition adjustments (1) | — | (95 | ) | (95 | ) | ||||||||
Foreign currency translation | — | (235 | ) | (235 | ) | ||||||||
Balance at September 30, 2014 | $ | 9,695 | $ | 34,503 | $ | 44,198 | |||||||
The North American region consists of the Company’s operations in the United States and Canada. The goodwill for the Asia-Pacific region, which includes the Company’s operations in Australia, New Zealand and Japan, includes $2.4 million related to the SureFire acquisition. | |||||||||||||
-1 | Represents adjustments to purchase accounting within a year of the acquisition. | ||||||||||||
Note_5_Software_Development_Co
Note 5 - Software Development Costs | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Research and Development [Abstract] | ' | ||||||||
Research, Development, and Computer Software Disclosure [Text Block] | ' | ||||||||
5. Software Development Costs | |||||||||
Capitalized software development costs consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Capitalized software development costs | $ | 53,348 | $ | 42,538 | |||||
Accumulated amortization | (32,376 | ) | (25,238 | ) | |||||
Capitalized software development costs, net | $ | 20,972 | $ | 17,300 | |||||
For the three months ended September 30, 2014 and 2013, the Company recorded amortization expense of $2.5 million and $2.0 million respectively. For the nine months ended September 30, 2014 and 2013, amortization expense related to software development costs was $7.2 million and $6.1 million, respectively. At September 30, 2014 and December 31, 2013, $4.5 million and $2.8 million, respectively, of capitalized software development costs were related to projects still in process. |
Note_6_Variable_Interest_Entit
Note 6 - Variable Interest Entities | 9 Months Ended |
Sep. 30, 2014 | |
Variable Interest Entity [Abstract] | ' |
Variable Interest Entity [Text Block] | ' |
6. Variable Interest Entities | |
On July 6, 2012, the Company completed a transaction with OxataSMB, in which the Company entered into a franchise agreement with OxataSMB permitting OxataSMB to operate and resell the Company’s services under the ReachLocal brand in Slovakia, Czech Republic, Hungary, Poland and Russia. Pursuant to the franchise agreement, OxataSMB receives access to the RL platform, training, marketing and branding materials, media purchasing, campaign management and provisioning, sourcing of telephony, and technical support. The Company does not anticipate OxataSMB will pursue activities other than as a franchisee. In addition, the Company entered into a market development loan agreement with OxataSMB pursuant to which the Company agreed to provide financing to OxataSMB of up to €2.9 million ($3.7 million), of which €1.45 million ($1.9 million) was advanced in 2012. In August 2013, the Company advanced an additional €0.92 million ($1.2 million) to OxataSMB. Prior to advancement of the loan in 2012, OxataSMB had €1.45 million ($2.0 million) of contributed capital. | |
OxataSMB is considered a variable interest entity (VIE) with respect to the Company because, depending on its performance, OxataSMB may not have sufficient equity to finance its activities without additional financial support. Based on the Company’s initial assessment in 2012, the Company was not the primary beneficiary of OxataSMB because it did not have: (1) the power to direct the activities that most significantly impact OxataSMB’s economic performance or (2) the obligation to absorb losses of OxataSMB or the right to receive benefits from OxataSMB that could potentially be significant. Therefore, the Company did not consolidate the results of OxataSMB, and transactions with OxataSMB results were accounted for similarly to the Company’s resellers. In December 2013, the Company reserved all amounts due from OxataSMB. The Company continues to supply OxataSMB on a cash-in-advance basis under the amended terms of the franchise agreement. At September 30, 2014, the Company concluded no events or changes in circumstances have occurred that would change the Company’s assessment of OxataSMB’s VIE status and that the Company was not a primary beneficiary of OxataSMB. | |
Effective September 2014, the franchise agreement was amended to be terminable by either party on 30 days’ written notice. In October 2014, OxataSMB formally notified the Company that it has appointed an insolvency specialist to dissolve its businesses. As a result of this notification, the Company terminated the franchise agreement and demanded repayment in full of all amounts loaned to OxataSMB. |
Note_7_Commitments_and_Conting
Note 7 - Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
7. Commitments and Contingencies | |||||
Capital Leases | |||||
The Company has entered into non-cancellable capital leases for computer equipment. At September 30, 2014, the Company had $0.8 million of capital leases included in other current liabilities and deferred rent and other liabilities in the accompanying condensed consolidated balance sheets. The interest rates on these leases range from 4.8% to 5.2%. As of September 30, 2014, future minimum payments under these leases are as follows (in thousands): | |||||
Years Ended December 31, | |||||
Remainder of 2014 | $ | 79 | |||
2015 | 315 | ||||
2016 | 315 | ||||
2017 | 173 | ||||
Total minimum payments | 882 | ||||
Less amount representing interest | (58 | ) | |||
Present value of obligation | $ | 823 | |||
Litigation | |||||
On May 2, 2014, a lawsuit, purporting to be a class action, was filed by one of the Company’s former clients in the United States District Court in Los Angeles. The complaint alleges breach of contract, breach of the implied covenant of good faith and fair dealing, and violation of California’s unfair competition law. The complaint seeks monetary damages, restitution and attorneys’ fees. While the case is at an early stage, the Company believes that the case is substantively and procedurally without merit. | |||||
The Company is subject to various other legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that the final disposition of existing matters will not have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows. |
Note_8_Stockholders_Equity
Note 8 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
8. Stockholders’ Equity | |
Common Stock Repurchases | |
The Company’s Board of Directors has authorized the repurchase of up to $47.0 million of the Company’s outstanding common stock. At September 30, 2014, the Company had executed repurchases of 3.4 million shares of its common stock under the program for an aggregate of $36.3 million. There were no repurchases during the nine months ended September 30, 2014. Purchases may be made from time-to-time in open market or privately negotiated transactions as determined by the Company’s management. The amount and timing of the share repurchase will depend on business and market conditions, stock price, trading restrictions, acquisition activity, and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. | |
The Company is also deemed to repurchase common stock surrendered by participants to cover tax withholding obligations with respect to the vesting of restricted stock and restricted stock units. |
Note_9_StockBased_Compensation
Note 9 - Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
9. Stock-Based Compensation | |||||||||||||||||
Stock Options | |||||||||||||||||
Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period. | |||||||||||||||||
The following table summarizes stock option activity (in thousands, except years and per share amounts): | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining Contractual | Value | |||||||||||||||
Price per | Life | ||||||||||||||||
Share | (in years) | ||||||||||||||||
Outstanding at December 31, 2013 | 6,733 | $ | 11.44 | ||||||||||||||
Granted | 2,499 | $ | 9.41 | ||||||||||||||
Exercised | (718 | ) | $ | 8.96 | |||||||||||||
Forfeited | (2,944 | ) | $ | 11.94 | |||||||||||||
Outstanding at September 30, 2014 | 5,570 | $ | 10.58 | 5.5 | $ | 188 | |||||||||||
Vested and exercisable at September 30, 2014 | 2,571 | $ | 11.3 | 4.4 | $ | 188 | |||||||||||
Unvested at September 30, 2014, net of estimated forfeitures | 2,683 | $ | 10 | 6.4 | $ | — | |||||||||||
The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the three and nine months ended September 30, 2014 and 2013. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Risk-free interest rate | 1.62 | % | 1.36 | % | 1.63 | % | 0.92 | % | |||||||||
Expected life (in years) | 4.75 | 4.75 | 5.08 | 4.81 | |||||||||||||
Expected volatility | 54 | % | 57 | % | 54 | % | 59 | % | |||||||||
The per-share weighted-average grant date fair value of options granted during the nine months ended September 30, 2014 was $4.37. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2014 was $2.7 million. | |||||||||||||||||
Restricted Stock and Restricted Stock Units | |||||||||||||||||
The following table summarizes restricted stock and restricted stock unit awards (in thousands, except per share amounts): | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
shares | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Unvested at December 31, 2013 | 1,157 | $ | 9.44 | ||||||||||||||
Granted | 234 | $ | 7.59 | ||||||||||||||
Forfeited | (188 | ) | $ | 12.41 | |||||||||||||
Vested | (259 | ) | $ | 12.29 | |||||||||||||
Unvested at September 30, 2014 | 944 | $ | 9.03 | ||||||||||||||
Stock-Based Compensation Expense | |||||||||||||||||
The Company records stock-based compensation expense, net of amounts capitalized associated with software development costs. The following table summarizes stock-based compensation (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock-based compensation | $ | 2,798 | $ | 3,266 | $ | 11,064 | $ | 8,518 | |||||||||
Less: Capitalized stock-based compensation | 127 | 126 | 346 | 317 | |||||||||||||
Stock-based compensation expense, net | $ | 2,671 | $ | 3,140 | $ | 10,718 | $ | 8,201 | |||||||||
Stock-based compensation, net of capitalization, is included in the accompanying Condensed Consolidated Statements of Operations within the following captions (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock-based compensation expense, net | |||||||||||||||||
Cost of revenue | $ | 205 | $ | 171 | $ | 735 | $ | 442 | |||||||||
Selling and marketing | 616 | 720 | 2,352 | 2,214 | |||||||||||||
Product and technology | — | 165 | 608 | 427 | |||||||||||||
General and administrative | 1,850 | 2,084 | 7,023 | 5,118 | |||||||||||||
$ | 2,671 | $ | 3,140 | $ | 10,718 | $ | 8,201 | ||||||||||
Stock-based compensation for the nine months ended September 30, 2014 includes $1.9 million of expense related to the extension, on March 27, 2014, of time to exercise from seven years to ten years for certain options granted during 2008 and 2009, with a strike price of $10.91. Grants to 73 participants were modified. At September 30, 2014, there was $17.6 million of unrecognized stock-based compensation related to restricted stock, restricted stock units and outstanding stock options, net of estimated forfeitures. This amount is expected to be recognized over a weighted average period of 1.4 years. Future stock-based compensation expense for these awards may differ in the event actual forfeitures deviate from management’s estimates. | |||||||||||||||||
On October 21, 2014, the Company filed its Notice of Special Meeting of Stockholders and Proxy Statement for the Special Meeting of Stockholders of the Company to be held on November 24, 2014, which contains a proposal submitted to the Company’s stockholders to approve a one-time stock option exchange for eligible employees. The proposed option exchange would permit option holders to surrender certain outstanding stock options for cancellation in exchange for the grant of new replacement options to purchase an equal number of shares having an exercise price equal to the greater of $6.00 and the fair market value of our common stock on the replacement grant date. The proposed option exchange is subject to approval of the Company’s stockholders and the Board of Directors, Compensation Committee and senior management retain the discretion not to commence the option exchange even if approved by the stockholders. | |||||||||||||||||
The proposed option exchange is a one-for-one exchange and therefore will not result in a reduction of the Company’s total number of outstanding options. If approved by the Company’s stockholders and the Board of Directors, Compensation Committee or senior management determine to implement the stock option exchange, it is expected to commence during the fourth quarter of 2014. |
Note_10_Restructuring_Charges
Note 10 - Restructuring Charges | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | ' | ||||||||||||
10. Restructuring Charges | |||||||||||||
The Company records costs associated with exit activities related to restructuring plans in accordance with the ASC Topic 420, “Exit or Disposal Obligations.” Liabilities for costs associated with an exit or disposal activity are recognized in the period in which the liability is incurred. Restructuring accruals are subject to future refinement as additional information becomes available. | |||||||||||||
As a result of declining performance in the Company’s North America market (which consists of the United States and Canada) during the first quarter of 2014, the Company implemented a preliminary restructuring plan to streamline operations and increase profitability. The restructuring plan primarily involves a reduction of the Company’s North American and international workforce as well as the closure of certain global facilities. The Company expects to have continued activity under this plan throughout 2014. | |||||||||||||
A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the condensed consolidated balance sheet is as follows (in thousands): | |||||||||||||
Workforce Reduction Costs | Facility Closures | Total | |||||||||||
and Equipment | |||||||||||||
Write-downs | |||||||||||||
Balance at December 31, 2013 | $ | — | $ | — | $ | — | |||||||
Amounts accrued | 683 | 3,354 | 4,037 | ||||||||||
Amounts paid | (683 | ) | (502 | ) | (1,185 | ) | |||||||
Accretion | — | 16 | 16 | ||||||||||
Non-cash items | — | (196 | ) | (196 | ) | ||||||||
Balance at September 30, 2014 | $ | — | $ | 2,672 | $ | 2,672 | |||||||
The workforce reduction costs were fully paid by June 30, 2014, and the Company expects the facility closures and equipment write-downs to be paid through the third quarter of 2024. | |||||||||||||
During the second quarter of 2014, as a result of continued declines in Company performance, the Company began implementing a business restructuring plan to further streamline operations and increase profitability. The initial actions under this restructuring plan involved the elimination of certain senior management positions. The Company expects to have continued activity under this plan throughout 2014. | |||||||||||||
A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the condensed consolidated balance sheet is as follows (in thousands): | |||||||||||||
Workforce Reduction Costs | |||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||
Amounts accrued | 530 | ||||||||||||
Amounts paid | (435 | ) | |||||||||||
Balance at September 30, 2014 | $ | 95 | |||||||||||
Remaining severance and other costs related to the workforce reductions that have occurred to date are expected to be paid in the fourth quarter of 2014. |
Note_11_Income_Taxes
Note 11 - Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
11. Income Taxes | |
The Company provides for income taxes in interim periods based on the estimated effective income tax rate for the complete fiscal year. For the quarter ended September 30, 2014, the Company’s provision for income taxes on a pre-tax loss from continuing operations of $11.2 million was due to a reduction of deferred tax assets related to post-vesting forfeitures of stock options. The income tax provision is computed on the year to date pretax income of the consolidated entities located within each taxing jurisdiction based on current tax law. Deferred tax assets and liabilities are determined based on the future tax consequences associated with temporary differences between income and expenses reported for financial accounting and tax reporting purposes. A valuation allowance for deferred tax assets is recorded to the extent the Company determines that it is more likely than not that the deferred tax assets will not be realized. | |
Realization of deferred tax assets is principally dependent upon the achievement of future taxable income, the estimation of which requires significant management judgment. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the Company’s ability to successfully execute its business plans and/or tax planning strategies. These changes, if any, may require material adjustments to these deferred tax asset balances. On a quarterly basis, the Company reassesses the need for these valuation allowances based on operating results and its assessment of the likelihood of future taxable income and developments in the relevant tax jurisdictions. The Company continues to maintain a valuation allowance against its net deferred tax assets in various foreign jurisdictions in 2014, where the Company believes it is more likely than not that deferred tax assets will not be realized. | |
The Company strives to resolve open matters with each tax authority at the examination level and could reach an agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the expected outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the financial statements. In addition, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The liability is reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations or case law. Management believes that adequate amounts of tax and related interest, if any, have been provided for any adjustments that may result from these examinations of uncertain tax positions. Interest and penalties are included in income tax expense. | |
The Company and its subsidiaries file income tax returns in the U.S. federal, various state and foreign jurisdictions. The Company has used net operating losses in recent periods, which extended the statutes of limitations with respect to a number of the Company’s tax years. Currently a majority of the Company’s tax years remain subject to audit, however, certain jurisdiction’s statutes of limitations will begin to expire in 2016. |
Note_12_Net_Income_Loss_Per_Sh
Note 12 - Net Income (Loss) Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
12. Net Income (Loss) Per Share | |||||||||||||||||
Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potential dilutive shares outstanding during the period, to the extent such shares are dilutive. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options, warrants and unvested restricted shares using the treasury stock method. The Company was in a loss from continuing operations position for the three and nine month periods ended September 30, 2014, and therefore the number of diluted shares was equal to the number of basic shares for these periods. | |||||||||||||||||
The following potentially dilutive securities have been excluded from the calculation of diluted net income (loss) per common share as they would be anti-dilutive for the periods below (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Deferred stock consideration and unvested restricted stock | 893 | 403 | 739 | 304 | |||||||||||||
Stock options and warrant | 6,696 | 4,108 | 6,621 | 3,598 | |||||||||||||
7,589 | 4,511 | 7,360 | 3,902 | ||||||||||||||
Basic income (loss) from continuing operations per share is computed by dividing income from continuing operations for the period by the weighted average number of common shares outstanding during the period. Diluted income from continuing operations per share is computed by dividing income from continuing operations for the period by the weighted average number of common and potentially dilutive shares outstanding during the period, to the extent such shares are dilutive. | |||||||||||||||||
The following table sets forth the computation of basic and diluted income from continuing operations per share (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) from continuing operations | $ | (11,284 | ) | $ | 650 | $ | (27,923 | ) | $ | 2,323 | |||||||
Denominator: | |||||||||||||||||
Weighted average common shares used in computation of income (loss) per share from continuing operations, basic | 28,515 | 27,507 | 28,360 | 27,843 | |||||||||||||
Deferred stock consideration and unvested restricted stock | — | 318 | — | 287 | |||||||||||||
Stock options and warrant | — | 827 | — | 1,173 | |||||||||||||
Weighted average common shares used in computation of income (loss) per share from continuing operations, diluted | 28,515 | 28,652 | 28,360 | 29,303 | |||||||||||||
Income (loss) per share from continuing operations, basic | $ | (0.40 | ) | $ | 0.02 | $ | (0.98 | ) | $ | 0.08 | |||||||
Income (loss) per share from continuing operations, diluted | $ | (0.40 | ) | $ | 0.02 | $ | (0.98 | ) | $ | 0.08 | |||||||
Note_13_Segment_Information
Note 13 - Segment Information | 9 Months Ended |
Sep. 30, 2014 | |
Segment Reporting [Abstract] | ' |
Segment Reporting Disclosure [Text Block] | ' |
13. Segment Information | |
The Company operates in one operating segment. The Company’s chief operating decision maker manages the Company’s operations on a consolidated basis for purposes of evaluating financial performance and allocating resources. |
Note_14_Discontinued_Operation
Note 14 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' |
14. Discontinued Operations | |
ClubLocal | |
In the fourth quarter of 2013, the Company’s Board of Directors approved a plan to dispose of the Company’s ClubLocal business, and on February 18, 2014, the Company closed a transaction in which it transferred its ClubLocal business to a new entity in exchange for a minority equity interest. The Company has an equity interest in the new entity of 19.9%, with a recorded fair value of $4.5 million. As a result of the disposition, the Company recorded a gain on disposal of $0.8 million, net of income tax of $0.4 million. This business has been accounted for as discontinued operations for all periods presented. Long-lived assets of ClubLocal that were disposed of include property, plant, and equipment of $0.2 million. In addition, the Company granted a license to the new entity for the use of certain technology. The book value of ClubLocal’s capitalized software development costs was approximately $3.1 million, which reduced the gain on disposal. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of ReachLocal, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The Condensed Consolidated Balance Sheet as of December 31, 2013 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures included in those audited consolidated financial statements. | |
The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s statement of financial position at September 30, 2014, the Company’s results of operations for the three and nine months ended September 30, 2014 and 2013 and the Company’s cash flows for the nine months ended September 30, 2014 and 2013. The results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. All references to the three and nine months ended September 30, 2014 and 2013 in the notes to the condensed consolidated financial statements are unaudited. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications and Adjustments | |
Certain prior period amounts have been reclassified to conform to the current period presentation and certain adjustments related to prior reporting periods totaling $0.3 million have been recorded in other income, net, in the quarter ended September 30, 2014. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ from those estimates. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash | |
Restricted cash represents certificates of deposit held at financial institutions, which are pledged as collateral for letters of credit related to lease commitments or as collateral for the Company’s merchant accounts. The restrictions will lapse when the letters of credit related to lease commitments expire at the end of the respective lease terms in 2021. The restrictions on the certificates of deposits related to the merchant accounts will lapse upon termination of the merchant accounts. Restricted certificates of deposit are classified as non-current assets. Restricted cash also includes $0.2 million of cash reserved to provide for potential liabilities for employee health care claims. | |
Commissions, Policy [Policy Text Block] | ' |
Commissions | |
Generally, the Company expenses commissions as earned. Commencing in 2014, the Company began paying commissions to certain sales people for the acquisition of new clients. The client contracts are not cancelable without a penalty, and the Company defers those commissions and amortizes them over the term of the initial customer campaign. The amortization of deferred commissions is included in selling and marketing expense in the accompanying condensed consolidated statements of operations. Unamortized commission expense of $0.4 million at September 30, 2014, is included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. | |
Lease, Policy [Policy Text Block] | ' |
Capital Leases | |
Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or at the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the shorter of the estimated useful life of the asset or the period of the related lease. Principal payments on capital lease obligations are recorded as reduction of capital lease liability in the accompanying condensed consolidated balance sheets, and interest payments are recorded as interest expense which is included in other income, net in the accompanying condensed consolidated statements of operations. | |
Self Insurance Reserve [Policy Text Block] | ' |
Self-Insurance | |
Beginning July 2, 2014, the Company implemented a self-insurance plan to provide for potential liabilities for employee health care claims. Liabilities associated with the risks are estimated, in part, by considering historical claims experience, demographic factors, severity factors, and other actuarial assumptions. The Company had insurance liabilities totaling approximately $0.8 million at September 30, 2014, which are included in accrued compensation and benefits in the accompanying condensed consolidated balance sheets. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern. The amendments in this update require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for the Company as of January 1, 2017. Early application is permitted. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial condition and results of operations. | |
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments in this update require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in this update will be effective for the Company as of January 1, 2016. Earlier adoption is permitted. Entities may apply the amendments in this update either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. In addition, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently assessing the impact of this update, and believes that its adoption on January 1, 2016 will not have a material impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance throughout the Codification. This update supersedes some cost guidance included in ASC 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of ASC 360, Property, Plant, and Equipment, and intangible assets, within the scope of ASC 350, Intangibles - Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement in this update. The standard will be effective for the Company as of January 1, 2017. Earlier adoption is not permitted for public entities. An entity can apply the revenue standard retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application in retained earnings (simplified transition method). The Company is currently assessing the impact of this update on its consolidated financial statements. | |
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this update change the criteria for determining which disposals can be presented as discontinued operations and modify related disclosure requirements. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date, and is effective for the Company as of January 1, 2015. However, all entities may early adopt the guidance for new disposals (or new classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company will apply this guidance to any new disposals or new classification as held for sale after the effective date. |
Note_3_Fair_Value_of_Financial1
Note 3 - Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Basis of Fair Value Measurement | |||||||||||||||||
Balance at | Quoted Prices in Active Markets for Identical | Significant | Significant Unobservable | ||||||||||||||
September 30, | Items | Other | Inputs | ||||||||||||||
2014 | (Level 1) | Observable Inputs (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Short-term investments | $ | 259 | $ | 259 | $ | — | $ | — | |||||||||
Loan receivable | $ | 350 | $ | — | 350 | $ | — | ||||||||||
Restricted deposits | $ | 3,620 | $ | — | $ | 3,620 | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Contingent acquisition consideration | $ | 524 | $ | — | $ | — | $ | 524 | |||||||||
Basis of Fair Value Measurement | |||||||||||||||||
Balance at | Quoted Prices in Active Markets for Identical | Significant | Significant Unobservable | ||||||||||||||
December 31, | Items | Other | Inputs | ||||||||||||||
2013 | (Level 1) | Observable Inputs (Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||||
Short-term investments | $ | 260 | $ | 260 | $ | — | $ | — | |||||||||
Restricted deposits | $ | 3,654 | $ | — | $ | 3,654 | $ | — |
Note_4_Acquisitions_Tables
Note 4 - Acquisitions (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||
Assets acquired: | |||||||||||||
Goodwill | $ | 2,350 | |||||||||||
Intangible assets | 1,280 | ||||||||||||
Accounts receivable | 330 | ||||||||||||
Property and equipment | 13 | ||||||||||||
Total assets acquired | 3,973 | ||||||||||||
Liabilities assumed: | |||||||||||||
Deferred tax liabilities | 358 | ||||||||||||
Deferred revenue | 284 | ||||||||||||
Accrued compensation and benefits | 111 | ||||||||||||
Other | 782 | ||||||||||||
Total liabilities assumed | 1,535 | ||||||||||||
Total fair value of net assets acquired | $ | 2,438 | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||
Years Ending December 31, | |||||||||||||
Remainder of 2014 | $ | 302 | |||||||||||
2015 | 793 | ||||||||||||
2016 | 377 | ||||||||||||
2017 | 82 | ||||||||||||
Total | $ | 1,554 | |||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||
North America | Asia-Pacific | Total | |||||||||||
Balance at December 31, 2013 | $ | 9,695 | $ | 32,388 | $ | 42,083 | |||||||
Goodwill acquired | — | 2,445 | 2,445 | ||||||||||
Acquisition adjustments (1) | — | (95 | ) | (95 | ) | ||||||||
Foreign currency translation | — | (235 | ) | (235 | ) | ||||||||
Balance at September 30, 2014 | $ | 9,695 | $ | 34,503 | $ | 44,198 |
Note_5_Software_Development_Co1
Note 5 - Software Development Costs (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Research and Development [Abstract] | ' | ||||||||
Capitalized Computer Software [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Capitalized software development costs | $ | 53,348 | $ | 42,538 | |||||
Accumulated amortization | (32,376 | ) | (25,238 | ) | |||||
Capitalized software development costs, net | $ | 20,972 | $ | 17,300 |
Note_7_Commitments_and_Conting1
Note 7 - Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||
Years Ended December 31, | |||||
Remainder of 2014 | $ | 79 | |||
2015 | 315 | ||||
2016 | 315 | ||||
2017 | 173 | ||||
Total minimum payments | 882 | ||||
Less amount representing interest | (58 | ) | |||
Present value of obligation | $ | 823 |
Note_9_StockBased_Compensation1
Note 9 - Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining Contractual | Value | |||||||||||||||
Price per | Life | ||||||||||||||||
Share | (in years) | ||||||||||||||||
Outstanding at December 31, 2013 | 6,733 | $ | 11.44 | ||||||||||||||
Granted | 2,499 | $ | 9.41 | ||||||||||||||
Exercised | (718 | ) | $ | 8.96 | |||||||||||||
Forfeited | (2,944 | ) | $ | 11.94 | |||||||||||||
Outstanding at September 30, 2014 | 5,570 | $ | 10.58 | 5.5 | $ | 188 | |||||||||||
Vested and exercisable at September 30, 2014 | 2,571 | $ | 11.3 | 4.4 | $ | 188 | |||||||||||
Unvested at September 30, 2014, net of estimated forfeitures | 2,683 | $ | 10 | 6.4 | $ | — | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Risk-free interest rate | 1.62 | % | 1.36 | % | 1.63 | % | 0.92 | % | |||||||||
Expected life (in years) | 4.75 | 4.75 | 5.08 | 4.81 | |||||||||||||
Expected volatility | 54 | % | 57 | % | 54 | % | 59 | % | |||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
shares | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Unvested at December 31, 2013 | 1,157 | $ | 9.44 | ||||||||||||||
Granted | 234 | $ | 7.59 | ||||||||||||||
Forfeited | (188 | ) | $ | 12.41 | |||||||||||||
Vested | (259 | ) | $ | 12.29 | |||||||||||||
Unvested at September 30, 2014 | 944 | $ | 9.03 | ||||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock-based compensation | $ | 2,798 | $ | 3,266 | $ | 11,064 | $ | 8,518 | |||||||||
Less: Capitalized stock-based compensation | 127 | 126 | 346 | 317 | |||||||||||||
Stock-based compensation expense, net | $ | 2,671 | $ | 3,140 | $ | 10,718 | $ | 8,201 | |||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock-based compensation expense, net | |||||||||||||||||
Cost of revenue | $ | 205 | $ | 171 | $ | 735 | $ | 442 | |||||||||
Selling and marketing | 616 | 720 | 2,352 | 2,214 | |||||||||||||
Product and technology | — | 165 | 608 | 427 | |||||||||||||
General and administrative | 1,850 | 2,084 | 7,023 | 5,118 | |||||||||||||
$ | 2,671 | $ | 3,140 | $ | 10,718 | $ | 8,201 |
Note_10_Restructuring_Charges_
Note 10 - Restructuring Charges (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||
Restructuring and Related Costs [Table Text Block] | ' | ||||||||||||
Workforce Reduction Costs | Facility Closures | Total | |||||||||||
and Equipment | |||||||||||||
Write-downs | |||||||||||||
Balance at December 31, 2013 | $ | — | $ | — | $ | — | |||||||
Amounts accrued | 683 | 3,354 | 4,037 | ||||||||||
Amounts paid | (683 | ) | (502 | ) | (1,185 | ) | |||||||
Accretion | — | 16 | 16 | ||||||||||
Non-cash items | — | (196 | ) | (196 | ) | ||||||||
Balance at September 30, 2014 | $ | — | $ | 2,672 | $ | 2,672 | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||||||
Workforce Reduction Costs | |||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||
Amounts accrued | 530 | ||||||||||||
Amounts paid | (435 | ) | |||||||||||
Balance at September 30, 2014 | $ | 95 |
Note_12_Net_Income_Loss_Per_Sh1
Note 12 - Net Income (Loss) Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Deferred stock consideration and unvested restricted stock | 893 | 403 | 739 | 304 | |||||||||||||
Stock options and warrant | 6,696 | 4,108 | 6,621 | 3,598 | |||||||||||||
7,589 | 4,511 | 7,360 | 3,902 | ||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Income (loss) from continuing operations | $ | (11,284 | ) | $ | 650 | $ | (27,923 | ) | $ | 2,323 | |||||||
Denominator: | |||||||||||||||||
Weighted average common shares used in computation of income (loss) per share from continuing operations, basic | 28,515 | 27,507 | 28,360 | 27,843 | |||||||||||||
Deferred stock consideration and unvested restricted stock | — | 318 | — | 287 | |||||||||||||
Stock options and warrant | — | 827 | — | 1,173 | |||||||||||||
Weighted average common shares used in computation of income (loss) per share from continuing operations, diluted | 28,515 | 28,652 | 28,360 | 29,303 | |||||||||||||
Income (loss) per share from continuing operations, basic | $ | (0.40 | ) | $ | 0.02 | $ | (0.98 | ) | $ | 0.08 | |||||||
Income (loss) per share from continuing operations, diluted | $ | (0.40 | ) | $ | 0.02 | $ | (0.98 | ) | $ | 0.08 |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' |
Deferred Sales Commission | $0.40 |
Other Nonoperating Income (Expense) [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' |
Prior Period Reclassification Adjustment | 0.3 |
Health Care Benefit Reserve [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' |
Restricted Cash and Cash Equivalents | 0.2 |
Accrued Compensation and Benefits [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' |
Self Insurance Reserve, Current | $0.80 |
Note_3_Fair_Value_of_Financial2
Note 3 - Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2014 |
In Millions, unless otherwise specified | Additional Equity Interest Aquired [Member] | ClubLocal [Member] | Kickserv [Member] | Other Assets [Member] | ||
Note 3 - Fair Value of Financial Instruments (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Cost Method Investments | $4.50 | $2.50 | $2 | ' | ' | $4.50 |
Cost Method Investment Ownership Percentage | ' | 4.00% | 3.20% | 19.90% | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | 6.75 | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | 4 | ' |
Notes, Loans and Financing Receivable, Gross, Noncurrent | ' | ' | ' | ' | $0.40 | ' |
Loan Receivable Interest Rate | ' | ' | ' | ' | 3.00% | ' |
Note_3_Fair_Value_of_Financial3
Note 3 - Fair Value of Financial Instruments (Details) - Basis of Fair Value Measurement (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Short-term investments | $259 | $260 |
Loan receivable | 350 | ' |
Certificates of deposit | 3,620 | 3,654 |
Liabilities: | ' | ' |
Contingent acquisition consideration | 524 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Short-term investments | 259 | 260 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Loan receivable | 350 | ' |
Certificates of deposit | 3,620 | 3,654 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Contingent acquisition consideration | $524 | ' |
Note_4_Acquisitions_Details
Note 4 - Acquisitions (Details) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 21, 2014 | Mar. 21, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 21, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Jan. 06, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | NZD | USD ($) | Other Income [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Developed Technology [Member] | Developed Technology [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | SureFire [Member] | RealPractice [Member] | Asia Pacific [Member] | Asia Pacific [Member] | |
SureFire [Member] | SureFire [Member] | SureFire [Member] | USD ($) | USD ($) | USD ($) | Maximum [Member] | Maximum [Member] | Remaining [Member] | Asia Pacific [Member] | USD ($) | NZD | USD ($) | NZD | USD ($) | USD ($) | NZD | USD ($) | USD ($) | USD ($) | ||||||||
USD ($) | USD ($) | USD ($) | NZD | USD ($) | |||||||||||||||||||||||
Note 4 - Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | 1,700,000 | ' | ' | ' | ' | ' | $300,000 | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | 2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.14% | 0.14% | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Consideration Classified as Equity, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 600,000 | ' | 800,000 | 900,000 | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | -300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Percentage of Indemnity Holdback | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | 65.00% | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Fair Value of Indemnity Holdback | ' | ' | ' | ' | 400,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,280,000 | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | '3 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived Intangible Assets Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | 600,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 1,900,000 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | 300,000 | 300,000 | 900,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $44,198,000 | ' | $44,198,000 | ' | ' | ' | $42,083,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,400,000 | ' | ' | ' | ' | $2,350,000 | ' | ' | ' | $34,503,000 | $32,388,000 |
Note_4_Acquisitions_Details_As
Note 4 - Acquisitions (Details) - Assets Acquired and Liabilities Assumed (USD $) | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Assets acquired: | ' | ' | ' |
Goodwill | $44,198 | ' | $42,083 |
Liabilities assumed: | ' | ' | ' |
Total fair value of net assets acquired | ' | 2,438 | ' |
SureFire [Member] | ' | ' | ' |
Assets acquired: | ' | ' | ' |
Goodwill | ' | 2,350 | ' |
Intangible assets | ' | 1,280 | ' |
Accounts receivable | ' | 330 | ' |
Property and equipment | ' | 13 | ' |
Total assets acquired | ' | 3,973 | ' |
Liabilities assumed: | ' | ' | ' |
Deferred tax liabilities | ' | 358 | ' |
Deferred revenue | ' | 284 | ' |
Accrued compensation and benefits | ' | 111 | ' |
Other | ' | 782 | ' |
Total liabilities assumed | ' | $1,535 | ' |
Note_4_Acquisitions_Details_Es
Note 4 - Acquisitions (Details) - Estimated Amortization Expense Over the Remaining lives (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Estimated Amortization Expense Over the Remaining lives [Abstract] | ' |
Remainder of 2014 | $302 |
2015 | 793 |
2016 | 377 |
2017 | 82 |
Total | $1,554 |
Note_4_Acquisitions_Details_Go
Note 4 - Acquisitions (Details) - Goodwill (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | |
Goodwill [Line Items] | ' | |
Balance at December 31, 2013 | $42,083 | |
Balance at September 30, 2014 | 44,198 | |
Goodwill acquired | 2,445 | |
Acquisition adjustments (1) | -95 | [1] |
Foreign currency translation | -235 | |
North America [Member] | ' | |
Goodwill [Line Items] | ' | |
Balance at December 31, 2013 | 9,695 | |
Balance at September 30, 2014 | 9,695 | |
Acquisition adjustments (1) | ' | [1] |
Asia Pacific [Member] | ' | |
Goodwill [Line Items] | ' | |
Balance at December 31, 2013 | 32,388 | |
Balance at September 30, 2014 | 34,503 | |
Goodwill acquired | 2,445 | |
Acquisition adjustments (1) | -95 | [1] |
Foreign currency translation | ($235) | |
[1] | Represents adjustments to purchase accounting within a year of the acquisition. |
Note_5_Software_Development_Co2
Note 5 - Software Development Costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Research and Development [Abstract] | ' | ' | ' | ' | ' |
Capitalized Computer Software, Amortization | $2.50 | $2 | $7.20 | $6.10 | ' |
Capitalized Software Development Costs For Projects In Process | $4.50 | ' | $4.50 | ' | $2.80 |
Note_5_Software_Development_Co3
Note 5 - Software Development Costs (Details) - Capitalized Software Development Costs (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capitalized Software Development Costs [Abstract] | ' | ' |
Capitalized software development costs | $53,348 | $42,538 |
Accumulated amortization | -32,376 | -25,238 |
Capitalized software development costs, net | $20,972 | $17,300 |
Note_6_Variable_Interest_Entit1
Note 6 - Variable Interest Entities (Details) (OxataSMB [Member]) | 0 Months Ended | 1 Months Ended | 6 Months Ended | |||||
In Millions, unless otherwise specified | Jul. 06, 2012 | Jul. 06, 2012 | Aug. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jul. 05, 2012 | Jul. 05, 2012 |
Maximum [Member] | Maximum [Member] | USD ($) | EUR (€) | USD ($) | EUR (€) | USD ($) | EUR (€) | |
USD ($) | EUR (€) | |||||||
Note 6 - Variable Interest Entities (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Loan To Franchisee | $3.70 | € 2.90 | $1.20 | € 0.92 | $1.90 | € 1.45 | ' | ' |
Other Ownership Interests, Contributed Capital | ' | ' | ' | ' | ' | ' | $2 | € 1.45 |
Note_7_Commitments_and_Conting2
Note 7 - Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Note 7 - Commitments and Contingencies (Details) [Line Items] | ' |
Capital Lease Obligations (in Dollars) | 823 |
Minimum [Member] | ' |
Note 7 - Commitments and Contingencies (Details) [Line Items] | ' |
Capital Lease Obligations, Interest Rate | 4.80% |
Maximum [Member] | ' |
Note 7 - Commitments and Contingencies (Details) [Line Items] | ' |
Capital Lease Obligations, Interest Rate | 5.20% |
Note_7_Commitments_and_Conting3
Note 7 - Commitments and Contingencies (Details) - Capital Leases (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Capital Leases [Abstract] | ' |
Remainder of 2014 | $79 |
2015 | 315 |
2016 | 315 |
2017 | 173 |
Total minimum payments | 882 |
Less amount representing interest | -58 |
Present value of obligation | $823 |
Note_8_Stockholders_Equity_Det
Note 8 - Stockholders' Equity (Details) (USD $) | 9 Months Ended | 35 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 04, 2013 |
Stockholders' Equity Note [Abstract] | ' | ' | ' |
Stock Repurchase Program, Authorized Amount | ' | ' | $47 |
Stock Repurchased During Period, Shares | 0 | 3,400,000 | ' |
Stock Repurchased During Period, Value | ' | $36.30 | ' |
Note_9_StockBased_Compensation2
Note 9 - Stock-Based Compensation (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 21, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Certain Options [Member] | Subsequent Event [Member] | Certain Options [Member] | Original Term [Member] | Modified Term [Member] | ||
Note 9 - Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $4.37 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $2.70 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | ' | 1.9 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | '7 years | '10 years |
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodStrikePrice | ' | ' | ' | $10.91 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Number of Employees Affected | 73 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $17.60 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '1 year 146 days | ' | ' | ' | ' | ' |
Proposed Stock Option Exchange, Exercise Price | ' | ' | $6 | ' | ' | ' |
Note_9_StockBased_Compensation3
Note 9 - Stock-Based Compensation (Details) - Summary of Vested and Unvested Options Activity (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Summary of Vested and Unvested Options Activity [Abstract] | ' |
Outstanding at December 31, 2013 | 6,733 |
Outstanding at December 31, 2013 | $11.44 |
Outstanding at September 30, 2014 | 5,570 |
Outstanding at September 30, 2014 | $10.58 |
Outstanding at September 30, 2014 | '5 years 6 months |
Outstanding at September 30, 2014 | $188 |
Vested and exercisable at September 30, 2014 | 2,571 |
Vested and exercisable at September 30, 2014 | $11.30 |
Vested and exercisable at September 30, 2014 | '4 years 146 days |
Vested and exercisable at September 30, 2014 | $188 |
Unvested at September 30, 2014, net of estimated forfeitures | 2,683 |
Unvested at September 30, 2014, net of estimated forfeitures | $10 |
Unvested at September 30, 2014, net of estimated forfeitures | '6 years 146 days |
Granted | 2,499 |
Granted | $9.41 |
Exercised | -718 |
Exercised | $8.96 |
Forfeited | -2,944 |
Forfeited | $11.94 |
Note_9_StockBased_Compensation4
Note 9 - Stock-Based Compensation (Details) - Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted [Abstract] | ' | ' | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.62% | 1.36% | 1.63% | 0.92% |
Expected life (in years) | '4 years 9 months | '4 years 9 months | '5 years 29 days | '4 years 295 days |
Expected volatility | 54.00% | 57.00% | 54.00% | 59.00% |
Note_9_StockBased_Compensation5
Note 9 - Stock-Based Compensation (Details) - Summary of Restricted Stock Awards and Restricted Stock Unit Awards (Restricted Stock and Restricted Stock Units [Member], USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Restricted Stock and Restricted Stock Units [Member] | ' |
Note 9 - Stock-Based Compensation (Details) - Summary of Restricted Stock Awards and Restricted Stock Unit Awards [Line Items] | ' |
Unvested at December 31, 2013 | 1,157 |
Unvested at December 31, 2013 | $9.44 |
Unvested at September 30, 2014 | 944 |
Unvested at September 30, 2014 | $9.03 |
Granted | 234 |
Granted | $7.59 |
Forfeited | -188 |
Forfeited | $12.41 |
Vested | -259 |
Vested | $12.29 |
Note_9_StockBased_Compensation6
Note 9 - Stock-Based Compensation (Details) - Summary of Stock Based Compensation (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Summary of Stock Based Compensation [Abstract] | ' | ' | ' | ' |
Stock-based compensation | $2,798 | $3,266 | $11,064 | $8,518 |
Less: Capitalized stock-based compensation | 127 | 126 | 346 | 317 |
Stock-based compensation expense, net | $2,671 | $3,140 | $10,718 | $8,201 |
Note_9_StockBased_Compensation7
Note 9 - Stock-Based Compensation (Details) - Stock Based Compensation Expense, Net of Capitalization, Included in the Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Stock-based compensation expense, net | ' | ' | ' | ' |
Allocated stock-based compensation expense | $2,671 | $3,140 | $10,718 | $8,201 |
Cost of Sales [Member] | ' | ' | ' | ' |
Stock-based compensation expense, net | ' | ' | ' | ' |
Allocated stock-based compensation expense | 205 | 171 | 735 | 442 |
Selling and Marketing Expense [Member] | ' | ' | ' | ' |
Stock-based compensation expense, net | ' | ' | ' | ' |
Allocated stock-based compensation expense | 616 | 720 | 2,352 | 2,214 |
Product and Technology [Member] | ' | ' | ' | ' |
Stock-based compensation expense, net | ' | ' | ' | ' |
Allocated stock-based compensation expense | ' | 165 | 608 | 427 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Stock-based compensation expense, net | ' | ' | ' | ' |
Allocated stock-based compensation expense | $1,850 | $2,084 | $7,023 | $5,118 |
Note_10_Restructuring_Charges_1
Note 10 - Restructuring Charges (Details) - Summary of the Accrued Restructuring Liability (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Amounts accrued | $518 | $4,567 |
Balance at September 30, 2014 | 2,767 | 2,767 |
Q1 Restructuring Plan [Member] | Employee Severance [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Amounts accrued | ' | 683 |
Amounts paid | ' | -683 |
Q1 Restructuring Plan [Member] | Facility Closures and Equipment Write-downs [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Amounts accrued | ' | 3,354 |
Amounts paid | ' | -502 |
Accretion | ' | 16 |
Non-cash items | ' | -196 |
Balance at September 30, 2014 | 2,672 | 2,672 |
Q1 Restructuring Plan [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Amounts accrued | ' | 4,037 |
Amounts paid | ' | -1,185 |
Accretion | ' | 16 |
Non-cash items | ' | -196 |
Balance at September 30, 2014 | $2,672 | $2,672 |
Note_10_Restructuring_Charges_2
Note 10 - Restructuring Charges (Details) - Summary of the Accrued Restructuring Liability, Workforce Reduction Costs (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Note 10 - Restructuring Charges (Details) - Summary of the Accrued Restructuring Liability, Workforce Reduction Costs [Line Items] | ' | ' |
Balance at September 30, 2014 | $2,767 | $2,767 |
Amounts accrued | 518 | 4,567 |
Q2 Restructuring Plan [Member] | ' | ' |
Note 10 - Restructuring Charges (Details) - Summary of the Accrued Restructuring Liability, Workforce Reduction Costs [Line Items] | ' | ' |
Balance at December 31, 2013 | ' | 0 |
Balance at September 30, 2014 | 95 | 95 |
Amounts accrued | ' | 530 |
Amounts paid | ' | ($435) |
Note_11_Income_Taxes_Details
Note 11 - Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | ($11,249) | $2,756 | ($30,861) | $7,757 |
Note_12_Net_Income_Loss_Per_Sh2
Note 12 - Net Income (Loss) Per Share (Details) - Antidilutive Securities Excluded in Earnings Per Share | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 7,589 | 4,511 | 7,360 | 3,902 |
Deferred Stock Consideration and Unvested Restricted Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 893 | 403 | 739 | 304 |
Stock Option and Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive Securities | 6,696 | 4,108 | 6,621 | 3,598 |
Note_12_Net_Income_Loss_Per_Sh3
Note 12 - Net Income (Loss) Per Share (Details) - Earning Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Income (loss) from continuing operations (in Dollars) | ($11,284) | $650 | ($27,923) | $2,323 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares used in computation of income (loss) per share from continuing operations, basic | 28,515 | 27,507 | 28,360 | 27,843 |
Deferred stock consideration and unvested restricted stock | ' | 318 | ' | 287 |
Stock options and warrant | ' | 827 | ' | 1,173 |
Weighted average common shares used in computation of income (loss) per share from continuing operations, diluted | 28,515 | 28,652 | 28,360 | 29,303 |
Income (loss) per share from continuing operations, basic (in Dollars per share) | ($0.40) | $0.02 | ($0.98) | $0.08 |
Income (loss) per share from continuing operations, diluted (in Dollars per share) | ($0.40) | $0.02 | ($0.98) | $0.08 |
Note_13_Segment_Information_De
Note 13 - Segment Information (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Segment Reporting [Abstract] | ' |
Number of Operating Segments | 1 |
Note_14_Discontinued_Operation1
Note 14 - Discontinued Operations (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Mar. 31, 2013 |
Note 14 - Discontinued Operations (Details) [Line Items] | ' | ' |
Cost Method Investment Ownership Percentage | ' | 4.00% |
Cost Method Investments | $4.50 | $2.50 |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | 0.8 | ' |
Discontinued Operation, Tax (Expense) Benefit from Provision for (Gain) Loss on Disposal | 0.4 | ' |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 0.2 | ' |
Disposal Group, Including Discontinued Operation, Other Assets | $3.10 | ' |
ClubLocal [Member] | ' | ' |
Note 14 - Discontinued Operations (Details) [Line Items] | ' | ' |
Cost Method Investment Ownership Percentage | 19.90% | ' |