Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
Entity Registrant Name | ReachLocal Inc | |
Entity Central Index Key | 1,297,336 | |
Trading Symbol | rloc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 30,079,188 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible Debt [Member] | ||
Current Liabilities: | ||
Convertible notes – related party | $ 5,000,000 | $ 5,000,000 |
Cash and Cash Equivalents, at Carrying Value | 13,001,000 | 18,833,000 |
Short-term investments | 130,000 | 359,000 |
Accounts receivable, net of allowance for doubtful accounts of $866 and $803 at March 31, 2016 and December 31, 2015, respectively | 6,720,000 | 6,278,000 |
Prepaid expenses and other current assets | 5,768,000 | 8,296,000 |
Total current assets | 25,619,000 | 33,766,000 |
Property and equipment, net | 11,664,000 | 13,550,000 |
Capitalized software development costs, net | 20,159,000 | 20,691,000 |
Restricted cash – term loan | 15,000,000 | 15,000,000 |
Restricted cash | 3,670,000 | 3,502,000 |
Intangible assets, net | 3,776,000 | 4,011,000 |
Non-marketable investments | 9,000,000 | 9,000,000 |
Other assets | 2,594,000 | 2,547,000 |
Goodwill | 20,148,000 | 20,129,000 |
Total assets | 111,630,000 | 122,196,000 |
Accounts payable | 31,457,000 | 33,581,000 |
Accrued compensation and benefits | 11,179,000 | 14,478,000 |
Deferred revenue | 22,488,000 | 22,985,000 |
Accrued restructuring | 3,829,000 | 3,329,000 |
Term loan | 11,407,000 | 8,352,000 |
Capital lease | 707,000 | 698,000 |
Other current liabilities | 9,055,000 | 10,166,000 |
Liabilities of discontinued operations | 806,000 | 804,000 |
Total current liabilities | 90,928,000 | 94,393,000 |
Term loan | 13,402,000 | 16,194,000 |
Capital lease | 305,000 | 484,000 |
Deferred rent and other liabilities | 8,105,000 | 8,111,000 |
Total liabilities | $ 117,740,000 | $ 124,182,000 |
Commitments and contingencies (Note 7) | ||
Stockholders’ Deficit: | ||
Common stock, $0.00001 par value—140,000 shares authorized; 30,075 and 29,639 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 0 | $ 0 |
Receivable from stockholder | (59,000) | (55,000) |
Additional paid-in capital | 142,375,000 | 140,398,000 |
Accumulated deficit | (142,236,000) | (136,084,000) |
Accumulated other comprehensive loss | (6,190,000) | (6,245,000) |
Total stockholders’ deficit | (6,110,000) | (1,986,000) |
Total liabilities and stockholders’ deficit | $ 111,630,000 | $ 122,196,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 866 | $ 803 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 140,000 | 140,000 |
Common stock, shares issued (in shares) | 30,075 | 29,639 |
Common stock, shares outstanding (in shares) | 30,075 | 29,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | $ 78,709,000 | $ 99,563,000 |
Cost of revenue | 43,851,000 | 56,217,000 |
Operating expenses: | ||
Selling and marketing | 23,124,000 | 36,283,000 |
Product and technology | 6,086,000 | 7,422,000 |
General and administrative | 7,878,000 | 10,713,000 |
Amounts accrued | 2,456,000 | 1,455,000 |
Total operating expenses | 39,544,000 | 55,873,000 |
Operating loss | (4,686,000) | $ (12,527,000) |
Deconsolidation, Gain (Loss), Amount | (72,000) | |
Interest expense | (1,115,000) | $ (75,000) |
Other expense, net | 12,000 | 81,000 |
Loss before income taxes | (5,885,000) | (12,683,000) |
Income tax provision | 267,000 | 99,000 |
Net loss | $ (6,152,000) | $ (12,782,000) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.21) | $ (0.44) |
Weighted average common shares used in the computation of net loss per share: | ||
Basic and diluted (in dollars per share) | $ 29,808 | $ 29,070 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss | $ (6,152) | $ (12,782) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 55 | 134 |
Comprehensive loss | $ (6,097) | $ (12,648) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Loss from continuing operations | $ (6,152,000) | $ (12,782,000) |
Adjustments to reconcile loss from continuing operations, net of income taxes, to net cash used in operating activities: | ||
Depreciation and amortization | 4,533,000 | 5,134,000 |
Stock-based compensation | 1,140,000 | 2,146,000 |
Restructuring charges | 2,456,000 | $ 1,455,000 |
Loss on deconsolidation of subsidiary | 72,000 | |
(Gain) loss on disposal of fixed assets | (4,000) | $ 161,000 |
Provision for doubtful accounts | 384,000 | 78,000 |
Non-cash interest expense, net | 289,000 | 2,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (714,000) | 2,069,000 |
Prepaid expenses and other current assets | 2,329,000 | (449,000) |
Other assets | 4,000 | (498,000) |
Accounts payable | (2,549,000) | (1,838,000) |
Accrued compensation and benefits | (2,195,000) | (1,765,000) |
Deferred revenue | (750,000) | 333,000 |
Accrued restructuring | (873,000) | (539,000) |
Deferred rent and other liabilities | (1,369,000) | 1,963,000 |
Net cash used in operating activities, continuing operations | $ (3,399,000) | (4,530,000) |
Net cash used in operating activities, discontinued operations | (59,000) | |
Net cash used in operating activities | $ (3,399,000) | (4,589,000) |
Cash flows from investing activities: | ||
Additions to property, equipment and software | (2,592,000) | $ (4,134,000) |
Proceeds from sales of property and equipment | 348,000 | |
Maturities of certificates of deposits and short-term investments | $ 204,000 | $ 700,000 |
Purchases of certificates of deposits and short-term investments | (42,000) | |
Net cash used in investing activities | $ (2,040,000) | (3,476,000) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 6,000 | |
Principal payments on capital lease obligations | $ (193,000) | (191,000) |
Debt issuance costs | (50,000) | |
Common stock repurchases | $ (491,000) | (4,000) |
Net cash used in financing activities | (684,000) | (239,000) |
Effect of exchange rate changes on cash and cash equivalents | 291,000 | (1,731,000) |
Net change in cash and cash equivalents | (5,832,000) | (10,035,000) |
Cash and cash equivalents—beginning of period | 18,833,000 | 43,720,000 |
Cash and cash equivalents—end of period | $ 13,001,000 | $ 33,685,000 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Organization and Description of Business Overview ReachLocal, Inc.’s (the “Company”) operations are located in the United States, Canada, Australia, New Zealand, Japan, Germany, the Netherlands, Austria, Brazil, Mexico, and India. The Company’s mission is to provide more customers to local businesses around the world. The Company offers online marketing products and solutions in three categories: digital advertising (including ReachSearch™, ReachRetargeting™, ReachDisplay™, ReachDisplay InApp TM TM Liquidity and Capital Resources During 2015, the Company experienced declining revenues primarily as a result of challenging market conditions and worse than expected performance in the Company’s international markets. In order to provide additional liquidity to meet working capital and capital resource requirements, on April 30, 2015, the Company entered into a Loan and Security Agreement (the “Hercules Loan Agreement”) for a $25.0 million term loan. The Company received $24.7 million of net proceeds from the term loan, $15.0 million of which is considered restricted cash required under the terms of the Hercules Loan Agreement. In addition, on December 17, 2015, the Company entered into a convertible note purchase agreement with affiliates of its largest shareholder for issuance of $5.0 million of Convertible Second Lien Subordinated Notes (the “VantagePoint Notes”). The note purchase agreement for the VantagePoint Notes also provides for the sale of up to an additional $5.0 million aggregate principal amount of convertible notes, upon mutual agreement of ReachLocal and VantagePoint and Hercules’ consent. Under the Hercules Loan Agreement, the Company is due to make monthly interest-only payments on the Hercules term loan through August 1, 2016, though such payments may be extended through November 1, 2016 if the Company remains in continuous compliance with the financial covenants under the Hercules Loan Agreement through July 1, 2016, and no default or event of default has occurred and is continuing on such date. Upon repayment of the Hercules term loan, the Company is also due to make an end-of-term payment to the Lenders equal to $1.5 million, which is accrued as interest based on the effective interest method over the 3-year term of the Hercules Loan Agreement. The Hercules term loan is secured by substantially all of the Company’s personal property, including the Company’s intellectual property. Under the VantagePoint Notes, the Company is due to begin making quarterly interest and principal payments on the VantagePoint Notes on April 15, 2017, subject to a subordination agreement with Hercules. The Company’s covenants under the Hercules Loan Agreement include restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and undergoing a change in control, in each case subject to certain exceptions, as well as financial covenants to maintain certain minimum levels of revenue and earnings during each three-month period, tested monthly, during the term. Restrictions also include a maximum net new investment in the Company’s foreign subsidiaries, subject to certain exclusions, of $5.5 million during 2016, $4.0 million annually thereafter, and $18.0 million in the aggregate during the term of the agreement. The Hercules Loan Agreement contains a subjective acceleration clause that can be triggered if the Company experiences a Material Adverse Effect, as defined in the Hercules Loan Agreement. On August 3, 2015, the Company entered into an amendment to the Hercules Loan Agreement, which reduced the Hercules Loan Agreement’s covenant thresholds for revenue for the months ending September 30, 2015 through December 31, 2015. On November 9, 2015, the Company entered into an amendment to the Hercules Loan Agreement, which waived compliance with the revenue and earnings covenant thresholds for November and December 2015. In connection with the amendment, the Company (i) paid Hercules a one-time fee of $0.2 million, (ii) reset the schedule of prepayment fees to begin from November 9, 2016, instead of April 30, 2016, and (iii) agreed to amend the Hercules Warrant as described in Note 12, Debt and Other Obligations. On March 25, 2016, the Company and certain of its affiliates entered into a Fourth Amendment to the Hercules Loan Agreement which increased the maximum net new investment in the Company’s foreign subsidiaries during 2016 from $4.0 million to $5.5 million. At March 31, 2016, the Company is in compliance with all financial covenants of the Hercules Loan Agreement. On May 1 3 , 2016, the Company entered into a Consent Agreement with Hercules, which provides that from the period of April 30, 2016 throug h June 15, 2016, as the Company completes its account migration to its new primary commercial bank, the Company need not comply with certain requirements to maintain cash in accounts subject to control agreements in favor of Hercules, provided the Company performs daily cash transfers into specified accounts at the new primary commercial bank. At March 31, 2016, the Company had cash and cash equivalents of $13.0 million and short-term investments of $0.1 million. At March 31, 2016, the Company had restricted cash in North America related to the minimum cash balance under the terms of the Hercules Loan Agreement of $15.0 million. If the Company achieves positive “Adjusted EBITDA” as defined in the Hercules Loan Agreement, for three consecutive quarters, the minimum cash balance decreases to $12.5 million. The Company achieved positive “Adjusted EBITDA” as defined, during the quarters ended September 30, 2015, December 31, 2015 and March 31, 2016. Therefore, at April 1, 2016, the minimum cash balance obligation under the Hercules Loan Agreement decreased to $12.5 million. At March 31, 2016, the Company had restricted cash related to certificates of deposits held at financial institutions that are pledged as collateral for letters of credit related to lease commitments, collateral for merchant accounts, and cash deposits funded to a restricted account determined on a monthly basis in accordance with its employee health care self-insurance plan in the amount of $3.7 million, of which, $0.2 million relate to the employee health care self-insurance plan. The Company’s current liabilities exceeded its current assets by $65.3 million at March 31, 2016, and incurred an operating loss of $4.7 million for the quarter then ended. To date, the Company has experienced no loss of its invested cash, cash equivalents or short-term investments, although some of those balances are subject to foreign currency exchange risk. The Company cannot, however, provide any assurances that access to its invested cash, cash equivalents and short-term investments will not be impacted by adverse conditions in the financial markets. The Company believes that it will be able to maintain compliance with the Hercules Loan Agreement’s minimum cash balance requirement through the loan term. As the Company has remained in continuous compliance with the financial covenants under the Hercules Loan Agreement through April 1, 2016, and no event of default has occurred, the Company has extended its interest-only payments through August 1, 2016. The Company also believes that it will extend its interest-only payments through November 1, 2016 by maintaining continuous compliance and not experiencing a default or event of default through July 1, 2016. In addition, the Company believes that it will be able to maintain compliance with the other financial covenants contained in the Hercules Loan Agreement through 2016 as a result of its implemented cost and capital expenditure control measures. The Company has achieved the revenue and earnings targets under the Hercules Loan Agreement for the quarter ended March 31, 2016 and the Company believes that it will be able to achieve the revenue and earnings targets for the remainder of 2016 under the Hercules Loan Agreement, which equal 90% of the revenue estimated in the Company’s 2016 operating plan and 70% and 80% of the earnings estimated for the first and second six months, respectively, in the Company’s 2016 operating plan. To meet the Company’s liquidity needs, management expects to minimize increases in personnel until the Company’s business performance has improved and supports additional costs. However, the Company may need to implement further cost reductions in its operating expenses to maintain a sufficient cash balance to fund its operations and maintain compliance with the minimum cash balance requirement and maximum foreign investment restriction under the Hercules Loan Agreement. Should it become necessary, the Company would implement additional cost reductions primarily through forgoing certain discretionary compensation increases, and further constraining identified non-critical product investments, and marketing and other costs, including reductions in personnel related to those activities. These identified potential actions, commencing as soon as May 2016, comprise a developed plan to reduce such costs by $4.6 million, net of implementation costs. In addition, the Company would consider borrowing up to an additional $5.0 million under the current VantagePoint notes purchase agreement, however such borrowings would be subject to VantagePoint’s willingness to lend and Hercules’ consent. The Company will continue to evaluate the extent and effectiveness of its cost-saving measures and monitor expenses compared to revenue and intends to implement additional cost reductions in future periods if and as circumstances warrant. However, there can be no assurance that these actions will be successful or that further adverse events outside of the Company’s control may arise that would result in the Company’s inability to comply with the Hercules Loan Agreement’s covenants. If an event of default were to occur, the Company may be required to obtain a further amendment or a waiver to the Hercules Loan Agreement, refinance the term loan, divest non-core assets or operations and/or obtain additional equity or debt financing. If the Company was unable to obtain such a waiver or amendment, or consummate such a transaction, the administrative agent could exercise remedies against the Company and the collateral securing the term loan, including potential foreclosure against the Company’s assets securing the Hercules Loan Agreement, including the Company’s cash. Further, the VantagePoint Notes and Hercules Loan Agreement contain cross-default provisions whereby a default under one agreement would likely result in a cross default under the other agreement. The occurrence of a default under any of these borrowing arrangements would permit the applicable creditors to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable. In consideration of these conditions, the Company currently anticipates that funds expected to be generated from operations, including cost-saving measures the Company has taken and intends to take, will be sufficient to meet the Company’s anticipated cash requirements through at least the next twelve months. However, there is no assurance that the results of operations and cash flows expected during that period of time will be achieved. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
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 condensed 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, 2015. The Condensed Consolidated Balance Sheet as of December 31, 2015 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 March 31, 2016, the Company’s results of operations for the three months ended March 31, 2016 and 2015 and the Company’s cash flows for the three months ended March 31, 2016 and 2015. The results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All references to the three months ended March 31, 2016 and 2015 in the notes to the condensed consolidated financial statements are unaudited. 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. Reclassifications and Adjustments Certain prior period amounts have been reclassified to conform to the current period presentation. Cash and Cash Equivalents The Company reports all highly liquid short-term investments with original maturities of three months or less at the time of purchase as cash equivalents. As of March 31, 2016 and December 31, 2015, cash equivalents consist of demand deposits and money market accounts. Cash equivalents are stated at cost, which approximates fair value. Restricted Cash Term Loan Under the terms of the Hercules Loan Agreement the Company is required to maintain, at all times, cash in North America of at least $15.0 million, unless the Company achieves positive “Adjusted EBITDA” as defined in the Loan Agreement for three consecutive quarters, in which case the minimum cash balance decreases to $12.5 million. At April 1, 2016, the Company had achieved positive “Adjusted EBITDA” as defined for three consecutive quarters and therefore the restricted cash balance required under the Hercules Loan Agreement decreased to $12.5 million. Restricted cash—term loan represents the required minimum compensating balance to secure the term loan. See Note 12, Debt and Other Obligations, for more information. Restricted Cash Restricted cash represents certificates of deposit held at financial institutions that are pledged as collateral for letters of credit related to lease commitments, collateral for the Company’s merchant accounts, and cash deposits in a restricted account in accordance with the Company’s employee health care self-insurance plan. The letters of credit will lapse at the end of the respective lease terms through 2024 and the certificates of deposit automatically renew for successive one-year periods over the duration of the lease term. The restrictions related to merchant accounts and the Company’s self-insurance plan will lapse upon termination of the respective underlying arrangements. At March 31, 2016 and December 31, 2015, the Company had restricted cash in the amount of $3.7 million and $3.5 million, respectively, of which, $0.2 million, related to the employee health care self-insurance plan. Concentrations of Credit Risk During March 2016, the Company commenced a process to transition its two primary financial service providers of commercial banking services and merchant services for its credit and debit card processing in North America to new providers. The Company does not expect a significant impact to its financial position, results of operations or cash flows in North America as a result of the transition which is expected to be completed by May 2016. Non-Cash Stock Bonus Plan 50% of the Company’s annual corporate bonus plan is settled in fully vested restricted stock units for certain executives and senior level employees. The Company determined that bonus expense incurred under this plan should be presented as a liability, and recognized as an expense equal to the estimated dollar value of the awards upon settlement from the period of service inception date through the grant date. Recent Accounting Pronouncements Adopted in 2016 In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations. In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software. In February 2015, the FASB issued ASU No. 2015-02, Consolidation. In accordance with the adoption of this standard, the Company evaluated its non-marketable investments, comprised of a 7.2% equity interest in a privately held limited partnership that is one of its service providers, and a 14.2% equity interest in SERVIZ, Inc. (“Serviz”), the entity that acquired its former ClubLocal business. Under the amended guidance, the limited partnership interest became a VIE as the limited partners do not have substantive participating rights or kick-out rights (including liquidation rights) over the general partner. As an early-stage company, Serviz was considered a VIE as it may not have sufficient equity to finance its activities without additional financial support. The Company is not the primary beneficiary of its non-marketable investments as it does not have: (1) the power to direct the activities that most significantly impact their economic performance or (2) the obligation to absorb losses or the right to receive benefits that could potentially be significant, due to a lack of voting rights or decision-making authority, rights to receive residual returns, or obligations to provide additional financial support with either entity. Adoption of the standard did not change the Company’s determination that the non-marketable investments do not require consolidation and did not have an impact on the Company’s financial statements. The Company will apply this update going forward, as appropriate. 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 Compensation – Stock Compensation Recent Accounting Pronouncements Not Yet Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation- Stock Compensation. In March 2016, the FASB issued ASU No. 2016-07, Investments- Equity Method and Joint Ventures. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASC 840, Leases ASC 842, Leases In January 2016, the FASB ASU No. 2016-01, Financial Instruments- Overall. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition - Construction-Type and Production-Type Contracts Property, Plant, and Equipment, and intangible assets, within the scope of ASC 350 Intangibles - Goodwill and Other |
Note 3 - Fair Value of Financia
Note 3 - Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 3. Fair Value of Financial Instruments The Company applies the fair value hierarchy for its financial assets and liabilities. 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 March 31, 201 6 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 13,001 $ 13,001 $ — $ — Restricted cash—term loan $ 15,000 $ 15,000 $ — $ — Short-term investments $ 130 $ 130 $ — $ — Restricted cash $ 3,670 $ — $ 3,670 $ — Basis of Fair Value Measurement Balance at December 31, 201 5 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 18,833 $ 18,833 $ — $ — Restricted cash-term loan $ 15,000 15,000 $ — $ — Short-term investments $ 359 $ 359 $ — $ — Restricted cash $ 3,502 $ — $ 3,502 $ — The Company’s restricted cash is 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 14.2% in SERVIZ, Inc., the entity that acquired its former ClubLocal business and does not have significant influence over the entity. The carrying amounts of the Company’s cost method investments were each $4.5 million at March 31, 2016 and December 31, 2015, and are included in non-marketable investments in the accompanying condensed consolidated balance sheet. The Company’s maximum financial exposure to loss is limited to its cost based investments. Financial Instruments Not Recorded at Fair Value on a Recurring Basis The Company carries its financial instruments at fair value with the exception of its debt. Financial instruments that are not recorded at fair value are measured at fair value on a quarterly basis for disclosure purposes. The carrying amounts and estimated fair values of financial instruments not recorded at fair value are as follows: Three Months Ended March 31, 2016 Carrying Amount Estimated Fair Value (in thousands) Term loan $ 24,809 $ 24,500 Convertible notes- related party $ 5,000 $ 4,400 Year Ended December 31, 2015 Carrying Amount Estimated Fair Value (in thousands) Term loan $ 24,546 $ 24,500 Convertible notes- related party $ 5,000 $ 4,600 The Company’s debt relates to its Hercules Loan Agreement and VantagePoint Notes. The term loan and notes are considered Level 3 under ASC 820 because there is no known or accessible market or market indices for these debt instruments to be traded or exchanged. The fair value of each of the Hercules Loan Agreement and the VantagePoint Notes was determined by discounting its respective cash flows expected to be paid using a discount rate commensurate with the risk, including market participant assumptions about current interest rates and the creditworthiness of the Company. The fair value of the Hercules Loan Agreement includes the discounts attributable to issuance costs as well as the end-of-term payment. The fair value of the VantagePoint Notes includes an estimated value of the embedded conversion feature based on its contractual terms as well as the trading information of the Company’s common stock into which the notes are convertible. During 2015, the Company recognized a $27.8 million goodwill impairment charge related to the Company’s Asia Pacific reporting unit. The Company recognized an impairment charge to write-down the goodwill to its fair value. The Company utilized unobservable inputs in determining the magnitude of the non-recurring impairment representing level 3 inputs in the fair value hierarchy. |
Note 4 - Acquisitions
Note 4 - Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 4. Acquisitions Acquisition of Kickserv On November 21, 2014, the Company acquired Kickserv, Inc. (“Kickserv”) as part of the Company’s continued effort to expand its product offerings. Kickserv is a provider of cloud-based business management software for service businesses. The purchase price consisted of $6.75 million of initial consideration, subject to a holdback and certain adjustments, and up to $4.0 million of earn-out consideration. At closing, the Company paid $5.3 million in cash with the remaining balance of the initial purchase price ($1.35 million) payable on the 18-month anniversary of the closing date, subject to certain conditions. Acquisition of SureFire On March 21, 2014, ReachLocal New Zealand Limited (“RL NZ”) 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, RL NZ 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 was deferred subject to meeting revenue targets and an indemnity holdback, 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 fair value of the indemnity holdback at the date of acquisition was NZ$0.4 million ($0.3 million). On April 10, 2015, RL NZ paid NZ$0.6 million ($0.4 million), which included NZ$0.4 million ($0.3 million) of earn-out consideration and NZ$0.3 million ($0.2 million) for the 12-month indemnity holdback release, offset by a NZ$0.2 million ($0.1 million) net working capital adjustment in the Company’s favor. On September 18, 2015, RL NZ made the final payment of $0.1 million for the indemnity holdback. |
Note 5 - Goodwill and Finite-li
Note 5 - Goodwill and Finite-lived Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill and Finite-Lived Intangible Assets The changes in the carrying amount of goodwill for the three months ended March 31, 2016 were as follows (in thousands): North America Asia-Pacific Total Balance at December 31, 2014 $ 13,680 $ 34,509 $ 48,189 Accumulated impairment loss — (27,800 ) (27,800 ) Foreign currency translation — (260 ) (260 ) Balance at December 31, 2015 13,680 6,449 20,129 Foreign currency translation — 19 19 Balance at March 31 2016 $ 13,680 $ 6,468 $ 20,148 The Company tests the goodwill of its reporting units for impairment annually on the first day of the fourth quarter, and whenever events occur or circumstances change that would more likely than not indicate that the goodwill might be impaired. During 2015, due to a decline in internal projections for the Asia-Pacific reporting unit for both revenue and profitability as a result of declines in financial performance, the Company determined that sufficient indicators of potential impairment existed to require an interim quantitative goodwill impairment test for the Asia-Pacific reporting unit. Based on the Company’s revised forecasts, the carrying value of goodwill exceeded the implied fair value of goodwill for the Asia-Pacific reporting unit and as a result, the Company recorded an impairment charge of $27.8 million. Subsequent to the interim impairment test, due to further declines in the Company’s market capitalization and consideration of exiting the U.K. market, the Company determined that sufficient indicators existed to perform an additional interim quantitative goodwill impairment assessment of the North America and Asia-Pacific reporting units. Based on the assessment, it was determined that the estimated fair value of both reporting units substantially exceeded its carrying amount, including goodwill. Accordingly, no further impairment charge was recorded. During the three months ended March 31, 2016, no events have occurred or circumstances have changed to indicate that goodwill might be impaired. Finite-Lived Intangible Assets At March 31, 2016 and December 31, 2015, finite-lived intangible assets consisted of the following (in thousands): March 31, 2016 Useful Life (years) Gross Value Accumulated Amortization Net Developed technology 3 - 8 $ 5,490 $ 3,014 $ 2,476 Customer contracts and relationships 2 - 4 1,744 937 807 Trade names 10 570 77 493 Total $ 7,804 $ 4,028 $ 3,776 December 31, 201 5 Useful Life (years) Gross Value Accumulated Amortization Net Developed technology 3 - 8 $ 5,490 $ 2,920 $ 2,570 Customer contracts and relationships 2 - 4 1,733 799 934 Trade names 10 570 63 507 Total $ 7,793 $ 3,782 $ 4,011 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, Remaining 2016 $ 725 2017 682 2018 584 2019 431 2020 431 Thereafter 923 Total $ 3,776 For the three months ended March 31, 2016 and 2015, amortization expense related to acquired intangible assets was $0.2 million and $0.5 million, respectively |
Note 6 - Software Development C
Note 6 - Software Development Costs | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Research, Development, and Computer Software Disclosure [Text Block] | 6. Software Development Costs Capitalized software development costs consisted of the following (in thousands): March 31, 2016 December 31, 201 5 Capitalized software development costs $ 70,060 $ 67,610 Accumulated amortization (49,901 ) (46,919 ) Capitalized software development costs, net $ 20,159 $ 20,691 For the three months ended March 31, 2016 and 2015, the Company recorded amortization expense of $2.8 million and $2.8 million, respectively. At March 31, 2016 and December 31, 2015, $3.9 million and $2.9 million, respectively, of capitalized software development costs were related to projects still in process. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 7. Commitments and Contingencies Legal Matters From time to time, the Company is involved in legal proceedings arising in the ordinary course of its business. The Company believes that there is no litigation or claims pending or threatened that are likely to have a material adverse effect on its financial position, results of operations or cash flows. Other Commitments The Company engaged a third party facilitator to provide direct support in the execution of its 2015 Restructuring Plan. The final payment to the facilitator was made in January 2016. See Note 10, Restructuring Charges, for more information. |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 8. Stockholder’s Equity Common Stock Repurchases The Company’s Board of Directors previously authorized the repurchase of up to $47.0 million of the Company’s outstanding common stock. At December 31, 2013, 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 under the program during 2014 or 2015. On April 29, 2015, the Board of Directors terminated the Company’s repurchase program. The Company is 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 - Stock-based Compensati
Note 9 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. Stock-Based Compensation Stock Options The following table summarizes stock option activity (in thousands, except years and per share amounts): Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2015 6,548 $ 5.05 Granted 1,397 $ 1.95 Exercised — $ — Forfeited (195 ) $ 6.40 Outstanding at March 31, 2016 7,750 $ 4.45 6.3 $ 199 Vested and exercisable at March 31, 2016 1,954 $ 7.30 5.2 $ 36 Unvested at March 31, 2016, net of estimated forfeitures 5,795 $ 3.50 6.6 $ 163 The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the three months ended March 31, 2016 and 2015. Three Months Ended March 31 , 201 6 201 5 Expected dividend yield 0 % 0 % Risk-free interest rate 1.22 % 1.50 % Expected life (in years) 4.75 4.75 Expected volatility 69.27 % 56 % Weighted average fair value per share $ 1.10 $ 2.92 The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2015, was $0.1 million. There were no stock options exercised during the three months ended March 31, 2016. 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 shares Weighted Average Grant Date Fair Value Unvested at December 31, 2015 335 $ 5.37 Granted 712 $ 1.79 Forfeited (12 ) $ 11.82 Vested (685 ) $ 2.04 Unvested at March 31, 2016 350 $ 4.68 Stock-Based Compensation Expense The Company records stock-based compensation expense, net of amounts capitalized as software development costs. The following table summarizes stock-based compensation (in thousands): Three Months Ended March 31 , 201 6 201 5 Stock-based compensation $ 1,222 $ 2,265 Less: Capitalized stock-based compensation 82 119 Stock-based compensation expense, net $ 1,140 $ 2,146 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 March 31 , 201 6 201 5 Stock-based compensation expense, net Cost of revenue $ 50 $ 156 Selling and marketing 201 482 Product and technology 62 168 General and administrative 827 1,340 $ 1,140 $ 2,146 At March 31, 2016, there was $10.4 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 1.47 years. Future stock-based compensation expense for these awards may differ to the extent actual forfeitures vary from management estimates. Commencing in 2015, 50% of the Company’s annual corporate bonus plan for certain executives and senior level employees is being settled with fully vested restricted stock units, and is payable in the first quarter of the following fiscal year. The plan does not limit the number of shares that can be issued to settle the obligation. On February 26, 2016, 414,239 shares (net 258,255 shares withheld to satisfy tax withholding obligations) were issued to satisfy the 2015 annual corporate bonus plan. For the three months ended March 31, 2016, the Company has recognized stock-based compensation expense related to the 2016 plan of $32,000. As of March 31, 2016, approximately 696,500 shares would be required to satisfy the obligation relating to the 2016 annual corporate bonus plan. Stock Option Exchange On January 9, 2015, an option exchange was completed that allowed employee 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 the Company’s common stock on the replacement date grant. Total options covering 2.8 million shares were exchanged. The Company is amortizing the incremental expense of $1.5 million in addition to the remaining expense attributable to the exchanged awards over the vesting period of the new awards. |
Note 10 - Restructuring Charges
Note 10 - Restructuring Charges | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 10. Restructuring Charges The Company has implemented various restructuring plans to reduce its cost structure, align resources with its product strategy, improve operating efficiency and implement cost savings, which have resulted in workforce reductions and the consolidation of certain real estate facilities and data centers. 201 5 Restructuring Plan In accordance with the Company’s ongoing efforts to reduce expenses and improve the operating performance of its business, the Company commenced its 2015 Restructuring Plan. The initiative is focused on enhancing earnings through an analysis of opportunities to both improve revenue performance and reduce costs. Operational efficiency improvements under the 2015 Restructuring Plan are identified and implemented through strategic realignment and targeted cost reductions, including workforce costs, facility-related expenditures and other operating expenses. The charges incurred during the three months ended March 31, 2016 primarily involved down-sizing certain facilities in North America, costs to utilize a third party facilitator to aid execution of the plan and reductions of the Company’s international workforces. The Company expects to have continued restructuring activity under this plan that is estimated to be incurred through the fourth quarter of 2016. A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the consolidated balance sheet is as follows (in thousands): Workforce Reduction Costs Facility Closures and Equipment Write-down s Other Associated Costs Total Balance at December 31, 2015 $ 586 $ 606 $ 344 $ 1,536 Amounts accrued 164 1,930 — 2,094 Amounts (paid) received (603 ) 34 (278 ) (847 ) Accretion — (65 ) — (65 ) Non-cash items (2 ) (654 ) — (656 ) Balance at March 31, 2016 $ 145 $ 1,851 $ 66 $ 2,062 In addition to the amount paid above, the Company also has a prepaid balance for restructuring as of March 31, 2016, of $0.4 million included in “Prepaid expenses and other current assets” on the consolidated balance sheet, which will be amortized through the second quarter of 2016. The Company expects the facility closures and equipment write-downs to be paid through the third quarter of 2024 and the workforce reduction costs to be paid through the fourth quarter of 2016. 2014 Restructuring Plans As a result of declining performance in the Company’s North American operations during the first quarter of 2014, the Company implemented a restructuring plan that primarily involved a reduction of the Company’s North American and international workforces, as well as the closure of facilities in North America and certain international markets. The Company does not expect to have continued restructuring activity under this plan, other than settlement of associated liabilities. A summary of the accrued restructuring liability related to this plan, which is recorded in “Accrued restructuring” on the consolidated balance sheet is as follows (in thousands): Facility Closures Total Balance at December 31, 2015 $ 1,793 $ 1,793 Amounts paid (26 ) (26 ) Balance at March 31, 2016 $ 1,767 $ 1,767 The Company expects the facility closures and equipment write-downs to be paid through the third quarter of 2024. |
Note 11 - Gain on Deconsolidati
Note 11 - Gain on Deconsolidation of Subsidiary | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Deconsolidation of Subsidiary [Text Block] | 11 . Gain (loss) on Deconsolidation of Subsidiary On December 16, 2015, RL UK entered administration to allow for an orderly exit from the market. Upon entering administration, the Company no longer held a controlling interest, and therefore deconsolidated the subsidiary. As a result, the Company recorded a gain of $2.9 million during the fourth quarter of 2015. During the three months ended March 31, 2016, the Company recorded a loss of $72,000 related to residual expenses associated with the deconsolidation, which is included in Loss on deconsolidation of subsidiary, net in the Company’s condensed consolidated statement of operations. |
Note 12 - Debt and Other Obliga
Note 12 - Debt and Other Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 1 2 . Debt and Other Obligations Hercules Term Loan On April 30, 2015, the Company entered into the Hercules Loan Agreement with its direct and indirect domestic subsidiaries, as co-borrowers, Hercules Technology Growth Capital, Inc. (“Hercules”), as administrative agent, and the lenders party thereto from time to time (the “Lenders”), including Hercules, pursuant to which the Lenders agreed to make a term loan available to the Company for working capital and general business purposes, in a principal amount of $25.0 million. The term loan has an annual interest rate equal to the greater of (i) 11.75% and (ii) the sum of (a) the prime rate, plus (b) 8.50%. During December 2015, the annual interest rate increased from 11.75% to 12.00% and remained 12.00% at March 31, 2016. On the closing date the Company paid a fee of $0.3 million, which is to be credited against the final payment, and debt issuance costs of $0.2 million. Debt issuance costs will be amortized over the life of the loan of 3 years and calculated using the effective interest method. Under the Hercules Loan Agreement, the Company is due to make monthly interest-only payments on the Hercules term loan through May 1, 2016, though such payments may be extended through August 1, 2016 and November 1, 2016 if the Company remains in continuous compliance with the financial covenants under the Hercules Loan Agreement through April 1, 2016 and July 1, 2016, respectively, and no default or event of default has occurred and is continuing on such dates. As the Company has remained in continuous compliance with the financial covenants under the Hercules Loan Agreement through April 1, 2016, and no event of default has occurred, the interest-only payments have been extended through August 1, 2016. The term loan will begin amortizing at the end of the applicable interest-only period, with monthly payments of principal and interest to the Lenders in consecutive monthly installments following the end of such interest-only period. The term loan will mature on July 1, 2018 or, if the interest-only payments are extended through November 1, 2016, the term loan will mature October 1, 2018. Upon repayment of the Hercules term loan, the Company is also due to make an end-of-term payment to the Lenders equal to $1.5 million, which is accrued as interest based on the effective interest method over the 3-year term of the Hercules Loan Agreement. The Hercules term loan is secured by substantially all of the Company’s personal property, including its intellectual property. At the Company’s option, the outstanding principal balance of the term loan may be prepaid in whole, or in part in a minimum amount of $2.5 million, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to November 9, 2016, or 2% of the amount prepaid if the prepayment occurs after November 9, 2016 but on or prior to November 9, 2017. If the prepayment occurs after November 9, 2017, there is no prepayment fee. The Company’s covenants under the Hercules Loan Agreement include restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and undergoing a change in control, in each case subject to certain exceptions, as well as financial covenants to maintain certain minimum levels of revenue and earnings during each three-month period, tested monthly, during the term. Restrictions also include a maximum net new investment in the Company’s foreign subsidiaries, subject to certain exclusions, of $5.5 million during 2016, $4.0 million annually thereafter, and $18.0 million in the aggregate during the term of the agreement. Under the Hercules Loan Agreement, the Company has agreed to maintain minimum cash in North America in an amount equal to $15.0 million at all times, unless the Company achieves positive “Adjusted EBITDA” as defined in the Hercules Loan Agreement for three consecutive quarters, in which case the minimum cash balance decreases to $12.5 million. The Company achieved positive “Adjusted EBITDA” as defined, during the quarters ended September 30, 2015, December 31, 2015, and March 31, 2016. Therefore at April 1, 2016, the minimum cash balance required under the Hercules Loan Agreement decreased to $12.5 million. The Hercules Loan Agreement includes events of default, the occurrence and continuation of which provide Hercules, as administrative agent, with the right to exercise remedies against the Company and the collateral securing the term loan, including potential foreclosure against the Company’s assets securing the Hercules Loan Agreement, including the Company’s cash. The Hercules Loan Agreement contains a subjective acceleration clause that can be triggered if the Company experiences a Material Adverse Effect, as defined in the Hercules Loan Agreement. On August 3, 2015, the Company entered into an amendment to the Hercules Loan Agreement, which reduced the term loan’s covenant thresholds for revenue for the months ending September 30, 2015 through December 31, 2015. On November 9, 2015, the Company entered into a second amendment to the Hercules Loan Agreement, which waived compliance with the term loan’s revenue and earnings covenant thresholds for November and December 2015. In connection with the amendment, the Company (i) paid Hercules a one-time fee of $0.2 million, (ii) reset the schedule of prepayment fees to begin from the November 9, 2015, instead of April 30, 2016, and (iii) agreed to amend the Hercules warrant as described below. On December 17, 2015 the Company entered into the third amendment to the Hercules Loan Agreement, which reduced the amount of restricted cash the Company is required to maintain in North America from $17.5 million to $15.0 million and which amount will further be reduced to $12.5 million if the Company achieves positive “Adjusted EBITDA” as defined in the loan agreement. On March 25. 2016, the Company and certain of its affiliates entered into a Fourth Amendment to the Hercules Loan Agreement which increased the maximum net new investment in the Company’s foreign subsidiaries during 2016 from $4.0 million to $5.5 million. The Company is in compliance with all of the Hercules Loan Agreement’s covenants at March 31, 2016. On May 1 3 , 2016, the Company entered into a Consent Agreement with Hercules, which provides that from the period of April 30, 2016 throug h June 15, 2016, as the Company completes its account migration to its new primary commercial bank, the Company need not comply with certain requirements to maintain cash in accounts subject to control agreements in favor of Hercules, provided the Company performs daily cash transfers into specified accounts at the new primary commercial bank. Hercules Warrant Concurrently with entrance into the Hercules Loan Agreement, the Company issued to Hercules, as the sole lender on the closing date, a warrant to purchase up to 177,304 shares of the Company’s common stock at an exercise price of $2.82 per share. In connection with the November 9, 2015 Hercules Loan Agreement amendment, the Company agreed to amend the warrant to increase the number of shares to 300,000 and reduce the exercise price to $0.85. The warrant is exercisable in full and not in part. In addition, if upon the sale of all shares issued upon exercise of the warrant, or in the case of a merger or sale transaction involving other securities in whole or in part upon the sale of such securities, the absolute return on the warrant exceeds $2.55 per share underlying the warrant, the warrant holder will pay the Company the excess in cash. The warrant may be exercised either for cash or on a cashless basis. The warrant expires April 30, 2022. The Company estimated the fair value of the warrant to be $0.3 million based on its relative fair value to the term loan using a Black-Sholes pricing model and accounted for the warrant as a discount on the carrying amount of the term loan and a component of additional paid-in capital. The fair value of the warrant will be amortized in the statement of operations as a component of interest expense. VantagePoint Convertible Notes (Related Party) On December 17, 2015, the Company entered into a convertible note purchase agreement with affiliates of the Company’s largest shareholder, VantagePoint, for issuance of $5.0 million of VantagePoint Notes. The note purchase agreement also provides for the sale of up to an additional $5.0 million aggregate principal amount of convertible notes, upon mutual agreement of ReachLocal and VantagePoint (and Hercules’ consent). The notes bear an annual interest rate of 4%, compounded quarterly. The Company is required to begin making quarterly interest and principal payments commencing on April 15, 2017, subject to a subordination agreement with Hercules. The VantagePoint Notes mature on April 15, 2018, and all principal and unpaid interest is due at that time. The holders of the VantagePoint Notes have the right to convert any portion of the VantagePoint Notes into shares of ReachLocal common stock, par value $0.00001 per share, at an initial conversion rate of 200 shares of common stock per $1,000 principal amount of VantagePoint Notes, which represents an initial conversion price of $5.00 per share. The conversion rate is subject to customary anti-dilution adjustments for stock dividends, splits and combinations, certain distributions on the common stock, including cash dividends, spin-offs and certain tender or exchange offers for the common stock. An event of default, as defined in the agreement, may result in the acceleration of the maturity of the notes. The VantagePoint Notes are included in convertible notes – related party in the accompanying consolidated balance sheet. On February 4, 2016, the Company entered into an amendment to the VantagePoint Notes. The amendment provides that, except in certain circumstances, the convertibility of the VantagePoint Notes is limited such that conversion may not result in the holders collectively acquiring beneficial ownership of more than 1.9% of the Company’s outstanding shares of common stock during any 12-month period. VantagePoint and its affiliates beneficially own approximately 42% of the Company’s common stock and VantagePoint’s Chief Executive Officer and Managing Partner, is a member of the Company’s Board of Directors. The VantagePoint Notes and Hercules Loan Agreement contain cross-default provisions under which a default under one agreement would likely result in cross defaults under agreements covering other borrowings. The occurrence of a default under any of these borrowing arrangements would permit the applicable note holders or the lenders under the term loan to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. 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 March 31, 2016, the Company recorded a provision for income taxes totaling $0.3 million on a pre-tax loss totaling $ 5.9 million, compared to a provision for income taxes of $0.1 million on a pre-tax loss totaling $12.7 million for the quarter ended March 31, 2015. The Company ’s tax provision notwithstanding pre-tax losses is due to its full valuation allowance against its net deferred tax assets in the US and certain foreign jurisdictions. Generally, a full valuation allowance will result in a zero net tax provision, since the income tax expense or benefit that would otherwise be recognized is offset by the change in the valuation allowance. However, the income tax provision for the period ended March 31, 2016 relates primarily to income taxes in the Company’s state and foreign jurisdictions and a non-cash income tax liability related to tax deductible goodwill that cannot be considered when determining a need for a valuation allowance. 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 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 US and various foreign jurisdictions, 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 14 - Net Income (Loss) Per
Note 14 - Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 14. Net 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. Basic income (loss) from continuing operations per share is computed by dividing income (loss) from continuing operations for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) from continuing operations per share is computed by dividing income (loss) from continuing operations for the period by the weighted average number of common and potentially dilutive securities outstanding during the period, to the extent such shares are dilutive. The Company had a loss from continuing operations for the three months ended March 31, 2016 and 2015, and therefore the number of diluted shares was equal to the number of basic shares for the period. 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 March 31 , 201 6 201 5 Restricted stock units and unvested restricted stock 331 816 Stock options, convertible notes, and warrant 7,886 6,243 8,217 7,059 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 March 31, 201 6 201 5 Numerator: Loss from continuing operations $ (6,152 ) $ (12,782 ) Denominator: Weighted average common shares used in computation of loss per share 29,808 29,070 Loss per share, basic and diluted $ (0.21 ) $ (0.44 ) |
Note 15 - Segment Information
Note 15 - Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 15. 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 16 - Supplemental Cash Flo
Note 16 - Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 16. Supplemental Cash Flow Information The following table sets forth supplemental cash flow disclosures (in thousands): Three Months Ended March 31 , 2016 2015 Non-cash investing and financing activities: Capitalized software development costs resulting from stock-based compensation and deferred payment obligations $ 82 $ 119 Unpaid purchases of property and equipment $ 5 $ 114 Assets acquired under capital leases $ — $ (157 ) |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 condensed 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, 2015. The Condensed Consolidated Balance Sheet as of December 31, 2015 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 March 31, 2016, the Company’s results of operations for the three months ended March 31, 2016 and 2015 and the Company’s cash flows for the three months ended March 31, 2016 and 2015. The results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All references to the three months ended March 31, 2016 and 2015 in the notes to the condensed consolidated financial statements are unaudited. |
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. |
Reclassification, Policy [Policy Text Block] | Reclassifications and Adjustments Certain prior period amounts have been reclassified to conform to the current period presentation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company reports all highly liquid short-term investments with original maturities of three months or less at the time of purchase as cash equivalents. As of March 31, 2016 and December 31, 2015, cash equivalents consist of demand deposits and money market accounts. Cash equivalents are stated at cost, which approximates fair value. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Term Loan Under the terms of the Hercules Loan Agreement the Company is required to maintain, at all times, cash in North America of at least $15.0 million, unless the Company achieves positive “Adjusted EBITDA” as defined in the Loan Agreement for three consecutive quarters, in which case the minimum cash balance decreases to $12.5 million. At April 1, 2016, the Company had achieved positive “Adjusted EBITDA” as defined for three consecutive quarters and therefore the restricted cash balance required under the Hercules Loan Agreement decreased to $12.5 million. Restricted cash—term loan represents the required minimum compensating balance to secure the term loan. See Note 12, Debt and Other Obligations, for more information. Restricted Cash Restricted cash represents certificates of deposit held at financial institutions that are pledged as collateral for letters of credit related to lease commitments, collateral for the Company’s merchant accounts, and cash deposits in a restricted account in accordance with the Company’s employee health care self-insurance plan. The letters of credit will lapse at the end of the respective lease terms through 2024 and the certificates of deposit automatically renew for successive one-year periods over the duration of the lease term. The restrictions related to merchant accounts and the Company’s self-insurance plan will lapse upon termination of the respective underlying arrangements. At March 31, 2016 and December 31, 2015, the Company had restricted cash in the amount of $3.7 million and $3.5 million, respectively, of which, $0.2 million, related to the employee health care self-insurance plan. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk During March 2016, the Company commenced a process to transition its two primary financial service providers of commercial banking services and merchant services for its credit and debit card processing in North America to new providers. The Company does not expect a significant impact to its financial position, results of operations or cash flows in North America as a result of the transition which is expected to be completed by May 2016. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Non-Cash Stock Bonus Plan 50% of the Company’s annual corporate bonus plan is settled in fully vested restricted stock units for certain executives and senior level employees. The Company determined that bonus expense incurred under this plan should be presented as a liability, and recognized as an expense equal to the estimated dollar value of the awards upon settlement from the period of service inception date through the grant date. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Adopted in 2016 In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations. In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software. In February 2015, the FASB issued ASU No. 2015-02, Consolidation. In accordance with the adoption of this standard, the Company evaluated its non-marketable investments, comprised of a 7.2% equity interest in a privately held limited partnership that is one of its service providers, and a 14.2% equity interest in SERVIZ, Inc. (“Serviz”), the entity that acquired its former ClubLocal business. Under the amended guidance, the limited partnership interest became a VIE as the limited partners do not have substantive participating rights or kick-out rights (including liquidation rights) over the general partner. As an early-stage company, Serviz was considered a VIE as it may not have sufficient equity to finance its activities without additional financial support. The Company is not the primary beneficiary of its non-marketable investments as it does not have: (1) the power to direct the activities that most significantly impact their economic performance or (2) the obligation to absorb losses or the right to receive benefits that could potentially be significant, due to a lack of voting rights or decision-making authority, rights to receive residual returns, or obligations to provide additional financial support with either entity. Adoption of the standard did not change the Company’s determination that the non-marketable investments do not require consolidation and did not have an impact on the Company’s financial statements. The Company will apply this update going forward, as appropriate. 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 Compensation – Stock Compensation Recent Accounting Pronouncements Not Yet Adopted In March 2016, the FASB issued ASU No. 2016-09, Compensation- Stock Compensation. In March 2016, the FASB issued ASU No. 2016-07, Investments- Equity Method and Joint Ventures. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASC 840, Leases ASC 842, Leases In January 2016, the FASB ASU No. 2016-01, Financial Instruments- Overall. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition - Construction-Type and Production-Type Contracts Property, Plant, and Equipment, and intangible assets, within the scope of ASC 350 Intangibles - Goodwill and Other |
Note 3 - Fair Value of Financ24
Note 3 - Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Basis of Fair Value Measurement Balance at March 31, 201 6 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 13,001 $ 13,001 $ — $ — Restricted cash—term loan $ 15,000 $ 15,000 $ — $ — Short-term investments $ 130 $ 130 $ — $ — Restricted cash $ 3,670 $ — $ 3,670 $ — Basis of Fair Value Measurement Balance at December 31, 201 5 Quoted Prices in Active Markets for Identical Items (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Cash and cash equivalents $ 18,833 $ 18,833 $ — $ — Restricted cash-term loan $ 15,000 15,000 $ — $ — Short-term investments $ 359 $ 359 $ — $ — Restricted cash $ 3,502 $ — $ 3,502 $ — |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Three Months Ended March 31, 2016 Carrying Amount Estimated Fair Value (in thousands) Term loan $ 24,809 $ 24,500 Convertible notes- related party $ 5,000 $ 4,400 Year Ended December 31, 2015 Carrying Amount Estimated Fair Value (in thousands) Term loan $ 24,546 $ 24,500 Convertible notes- related party $ 5,000 $ 4,600 |
Note 5 - Goodwill and Finite-25
Note 5 - Goodwill and Finite-lived Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | North America Asia-Pacific Total Balance at December 31, 2014 $ 13,680 $ 34,509 $ 48,189 Accumulated impairment loss — (27,800 ) (27,800 ) Foreign currency translation — (260 ) (260 ) Balance at December 31, 2015 13,680 6,449 20,129 Foreign currency translation — 19 19 Balance at March 31 2016 $ 13,680 $ 6,468 $ 20,148 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2016 Useful Life (years) Gross Value Accumulated Amortization Net Developed technology 3 - 8 $ 5,490 $ 3,014 $ 2,476 Customer contracts and relationships 2 - 4 1,744 937 807 Trade names 10 570 77 493 Total $ 7,804 $ 4,028 $ 3,776 December 31, 201 5 Useful Life (years) Gross Value Accumulated Amortization Net Developed technology 3 - 8 $ 5,490 $ 2,920 $ 2,570 Customer contracts and relationships 2 - 4 1,733 799 934 Trade names 10 570 63 507 Total $ 7,793 $ 3,782 $ 4,011 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years Ending December 31, Remaining 2016 $ 725 2017 682 2018 584 2019 431 2020 431 Thereafter 923 Total $ 3,776 |
Note 6 - Software Development26
Note 6 - Software Development Costs (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Capitalized Computer Software [Table Text Block] | March 31, 2016 December 31, 201 5 Capitalized software development costs $ 70,060 $ 67,610 Accumulated amortization (49,901 ) (46,919 ) Capitalized software development costs, net $ 20,159 $ 20,691 |
Note 9 - Stock-based Compensa27
Note 9 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2015 6,548 $ 5.05 Granted 1,397 $ 1.95 Exercised — $ — Forfeited (195 ) $ 6.40 Outstanding at March 31, 2016 7,750 $ 4.45 6.3 $ 199 Vested and exercisable at March 31, 2016 1,954 $ 7.30 5.2 $ 36 Unvested at March 31, 2016, net of estimated forfeitures 5,795 $ 3.50 6.6 $ 163 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended March 31 , 201 6 201 5 Expected dividend yield 0 % 0 % Risk-free interest rate 1.22 % 1.50 % Expected life (in years) 4.75 4.75 Expected volatility 69.27 % 56 % Weighted average fair value per share $ 1.10 $ 2.92 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number of shares Weighted Average Grant Date Fair Value Unvested at December 31, 2015 335 $ 5.37 Granted 712 $ 1.79 Forfeited (12 ) $ 11.82 Vested (685 ) $ 2.04 Unvested at March 31, 2016 350 $ 4.68 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Three Months Ended March 31 , 201 6 201 5 Stock-based compensation $ 1,222 $ 2,265 Less: Capitalized stock-based compensation 82 119 Stock-based compensation expense, net $ 1,140 $ 2,146 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended March 31 , 201 6 201 5 Stock-based compensation expense, net Cost of revenue $ 50 $ 156 Selling and marketing 201 482 Product and technology 62 168 General and administrative 827 1,340 $ 1,140 $ 2,146 |
Note 10 - Restructuring Charg28
Note 10 - Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring Plan 1, 2014 [Member] | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Facility Closures Total Balance at December 31, 2015 $ 1,793 $ 1,793 Amounts paid (26 ) (26 ) Balance at March 31, 2016 $ 1,767 $ 1,767 |
Restructuring Plan 2015 [Member] | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Workforce Reduction Costs Facility Closures and Equipment Write-down s Other Associated Costs Total Balance at December 31, 2015 $ 586 $ 606 $ 344 $ 1,536 Amounts accrued 164 1,930 — 2,094 Amounts (paid) received (603 ) 34 (278 ) (847 ) Accretion — (65 ) — (65 ) Non-cash items (2 ) (654 ) — (656 ) Balance at March 31, 2016 $ 145 $ 1,851 $ 66 $ 2,062 |
Note 14 - Net Income (Loss) P29
Note 14 - Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31 , 201 6 201 5 Restricted stock units and unvested restricted stock 331 816 Stock options, convertible notes, and warrant 7,886 6,243 8,217 7,059 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 201 6 201 5 Numerator: Loss from continuing operations $ (6,152 ) $ (12,782 ) Denominator: Weighted average common shares used in computation of loss per share 29,808 29,070 Loss per share, basic and diluted $ (0.21 ) $ (0.44 ) |
Note 16 - Supplemental Cash F30
Note 16 - Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Three Months Ended March 31 , 2016 2015 Non-cash investing and financing activities: Capitalized software development costs resulting from stock-based compensation and deferred payment obligations $ 82 $ 119 Unpaid purchases of property and equipment $ 5 $ 114 Assets acquired under capital leases $ — $ (157 ) |
Note 1 - Organization and Des31
Note 1 - Organization and Description of Business (Details Textual) - USD ($) | Dec. 17, 2015 | Nov. 09, 2015 | Apr. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 30, 2015 | Apr. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Hercules [Member] | Cash [Member] | |||||||||
Proceeds from Issuance of Long-term Debt | $ 15,000,000 | ||||||||
Hercules [Member] | |||||||||
Debt Instrument, Face Amount | 25,000,000 | $ 25,000,000 | |||||||
Proceeds from Issuance of Long-term Debt | 24,700,000 | ||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 1,500,000 | $ 1,500,000 | |||||||
Debt Instrument, Term | 3 years | ||||||||
Debt Instrument, Covenant Description, Aggregate Foreign Subsidiary Exclusion | $ 18,000,000 | ||||||||
Loan Processing Fee | $ 200,000 | ||||||||
Debt Instrument, Covenant Description, Foreign Subsidiary Investment, Maximum | 4,000,000 | ||||||||
Debt Instrument, Covenant Description, Foreign Subsidiary Investment, Maximum, Thereafter | 5,500,000 | ||||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents, Positive Earnings Achieved | $ 12,500,000 | ||||||||
VantagePoint Notes [Member] | Convertible Debt [Member] | |||||||||
Notes Payable, Related Parties, Noncurrent | $ 4,600,000 | ||||||||
VantagePoint Notes [Member] | |||||||||
Additional Notes Issuable | $ 5,000,000 | ||||||||
Health Care Benefit Reserve [Member] | |||||||||
Restricted Cash and Cash Equivalents | 200,000 | $ 200,000 | |||||||
Convertible Debt [Member] | |||||||||
Notes Payable, Related Parties, Noncurrent | 5,000,000 | 5,000,000 | |||||||
Subsequent Event [Member] | |||||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | $ 12,500,000 | ||||||||
Cash and Cash Equivalents, at Carrying Value | 13,001,000 | 33,685,000 | 18,833,000 | $ 43,720,000 | |||||
Short-term Investments | 130,000 | 359,000 | |||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | 15,000,000 | ||||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents, Positive Earnings Achieved | 12,500,000 | $ 12,500,000 | |||||||
Restricted Cash and Cash Equivalents | 3,700,000 | $ 3,500,000 | |||||||
Working Capital | 65,300,000 | ||||||||
Operating Income (Loss) | $ (4,686,000) | $ (12,527,000) |
Note 2 - Summary of Significa32
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Millions | Apr. 01, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Computer Equipment [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Health Care Benefit Reserve [Member] | |||
Restricted Cash and Cash Equivalents | $ 0.2 | $ 0.2 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Privately Held Limited Partnership that is a Service Provider [Member] | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 7.20% | ||
Variable Interest Entity, Not Primary Beneficiary [Member] | Serviz [Member] | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 14.20% | ||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | $ 15 | ||
Debt Instrument, Covenant Description, Number of Consecutive Quarters | 3 | 3 | |
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents, Positive Earnings Achieved | $ 12.5 | $ 12.5 | |
Certificates of Deposit, Automatic Renewal Period | 1 year | ||
Restricted Cash and Cash Equivalents | $ 3.7 | $ 3.5 |
Note 3 - Fair Value of Financ33
Note 3 - Fair Value of Financial Instruments (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2016 | Dec. 31, 2015 | |
Non-marketable Investments [Member] | Club Local [Member] | ||||
Cost Method Investments | $ 4,500,000 | $ 4,500,000 | ||
Club Local [Member] | ||||
Cost Method Investment, Ownership Percentage | 14.20% | |||
Investment in Service Provider [Member] | ||||
Payments to Acquire Other Investments | $ 2,000,000 | $ 2,500,000 | ||
Cost Method Investment, Ownership Percentage Acquired | 3.20% | 4.00% | ||
Asia Pacific [Member] | ||||
Goodwill, Impairment Loss | 27,800,000 | |||
Cost Method Investments | $ 9,000,000 | 9,000,000 | ||
Goodwill, Impairment Loss | $ 0 | $ 27,800,000 |
Note 3 - Basis of Fair Value Me
Note 3 - Basis of Fair Value Measurement (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | $ 13,001,000 | $ 18,833,000 |
Restricted cash—term loan | 15,000,000 | 15,000,000 |
Short-term investments | $ 130,000 | $ 359,000 |
Restricted cash | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash—term loan | ||
Short-term investments | ||
Restricted cash | $ 3,670,000 | $ 3,502,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash—term loan | ||
Short-term investments | ||
Restricted cash | ||
Cash and cash equivalents | $ 13,001,000 | $ 18,833,000 |
Restricted cash—term loan | 15,000,000 | 15,000,000 |
Short-term investments | 130,000 | 359,000 |
Restricted cash | $ 3,670,000 | $ 3,502,000 |
Note 3 - Financial Instruments
Note 3 - Financial Instruments Not Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Vantage Point [Member] | ||
Convertible Notes, Related Party | $ 5,000 | $ 5,000 |
Convertible notes- related party | 4,400 | 4,600 |
Term loan | 24,809 | 24,546 |
Term loan | $ 24,500 | $ 24,500 |
Note 4 - Acquisitions (Details
Note 4 - Acquisitions (Details Textual) $ in Thousands, NZD in Millions | Sep. 18, 2015USD ($) | Apr. 10, 2015USD ($) | Apr. 10, 2015NZD | Nov. 21, 2014USD ($) | Mar. 21, 2014USD ($) | Mar. 21, 2014NZD | Mar. 21, 2014NZD |
Kickserv [Member] | |||||||
Business Combination, Consideration Transferred | $ 6,750 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4,000 | ||||||
Payments to Acquire Businesses, Gross | 5,300 | ||||||
Initial Purchase Price | $ 1,350 | ||||||
Sure Fire [Member] | Earnout Consideration Payment [Member] | |||||||
Payments of Merger Related Costs, Financing Activities | $ 300 | NZD 0.4 | |||||
Sure Fire [Member] | Indemnity Holdback Release [Member] | |||||||
Payments of Merger Related Costs | 200 | 0.3 | |||||
Sure Fire [Member] | |||||||
Business Combination, Consideration Transferred | $ 2,400 | NZD 2.8 | |||||
Payments to Acquire Businesses, Gross | 1,500 | NZD 1.7 | |||||
Business Acquisition, Fair Value of Indemnity Holdback | $ 300 | NZD 0.4 | |||||
Payments of Merger Related Costs | 400 | 0.6 | |||||
Payments of Merger Related Costs, Financing Activities | $ 100 | ||||||
Net Working Capital Adjustments | $ 100 | NZD 0.2 |
Note 5 - Goodwill and Finite-37
Note 5 - Goodwill and Finite-lived Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Asia Pacific [Member] | |||
Goodwill, Impairment Loss | $ 27,800,000 | ||
Goodwill, Impairment Loss | $ 0 | $ 27,800,000 | |
Amortization of Intangible Assets | $ 200,000 | $ 500,000 |
Note 5 - Goodwill (Details)
Note 5 - Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
North America [Member] | ||
Goodwill | $ 13,680,000 | $ 13,680,000 |
Accumulated impairment loss | ||
Foreign currency translation | ||
Goodwill | $ 13,680,000 | $ 13,680,000 |
Asia Pacific [Member] | ||
Goodwill | 6,449,000 | 34,509,000 |
Accumulated impairment loss | (27,800,000) | |
Foreign currency translation | 19,000 | (260,000) |
Goodwill | 6,468,000 | 6,449,000 |
Goodwill | 20,129,000 | 48,189,000 |
Accumulated impairment loss | 0 | (27,800,000) |
Foreign currency translation | 19,000 | (260,000) |
Goodwill | $ 20,148,000 | $ 20,129,000 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Minimum [Member] | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years |
Minimum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years |
Maximum [Member] | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | 4 years |
Maximum [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Asset, Useful Life | ||
Developed Technology Rights [Member] | ||
Gross Value | $ 5,490 | $ 5,490 |
Accumulated Amortization | 3,014 | 2,920 |
Net | 2,476 | 2,570 |
Customer Relationships [Member] | ||
Gross Value | 1,744 | 1,733 |
Accumulated Amortization | 937 | 799 |
Net | $ 807 | $ 934 |
Trade Names [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Gross Value | $ 570 | $ 570 |
Accumulated Amortization | 77 | 63 |
Net | 493 | 507 |
Gross Value | 7,804 | 7,793 |
Accumulated Amortization | 4,028 | 3,782 |
Net | $ 3,776 | $ 4,011 |
Note 5 - Estimated Amortization
Note 5 - Estimated Amortization Expense over the Remaining Lives (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Remaining 2,016 | $ 725 | |
2,017 | 682 | |
2,018 | 584 | |
2,019 | 431 | |
2,020 | 431 | |
Thereafter | 923 | |
Total | $ 3,776 | $ 4,011 |
Note 6 - Software Development41
Note 6 - Software Development Costs (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Capitalized Computer Software, Amortization | $ 2.8 | $ 2.8 | |
Capitalized Software Development Costs for Projects in Process | $ 3.9 | $ 2.9 |
Note 6 - Capitalized Software D
Note 6 - Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Capitalized software development costs | $ 70,060 | $ 67,610 |
Accumulated amortization | (49,901) | (46,919) |
Capitalized software development costs, net | $ 20,159 | $ 20,691 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2016 | |
Stock Repurchased and Retired During Period, Shares | 0 | 0 | 3,400,000 | |
Stock Repurchase Program, Authorized Amount | $ 47 | |||
Stock Repurchased and Retired During Period, Value | $ 36.3 |
Note 9 - Stock-based Compensa44
Note 9 - Stock-based Compensation (Details Textual) - USD ($) | Feb. 26, 2016 | Jan. 09, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Restricted Stock Units (RSUs) [Member] | |||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 414,239 | ||||
Shares Paid for Tax Withholding for Share Based Compensation | 258,255 | ||||
Allocated Share-based Compensation Expense | $ 32,000 | ||||
Stock Option Exchange [Member] | |||||
Allocated Share-based Compensation Expense | $ 1,500,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 0 | $ 100,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 10,400,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 171 days | ||||
Annual Corporate Bonus Plan, Percentage to be Settled With Restricted Stock Units | 50.00% | ||||
Allocated Share-based Compensation Expense | $ 1,140,000 | $ 2,146,000 | |||
Annual Corporate Bonus Plan, Shares Required to Satisfy Bonus Obligation | 696,500 | ||||
Option Exchange Share Price | $ 6 | ||||
Options Exchanged in Option Exchange | 2,800,000 |
Note 9 - Summary of Vested and
Note 9 - Summary of Vested and Unvested Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Outstanding, number of shares (in shares) | shares | 6,548 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 5.05 |
Outstanding, aggregate intrinsic value | $ | |
Granted, number of shares (in shares) | shares | 1,397 |
Granted, weighted average exercise price per share (in dollars per share) | $ / shares | $ 1.95 |
Forfeited, number of shares (in shares) | shares | (195) |
Forfeited, weighted average exercise price per share (in dollars per share) | $ / shares | $ 6.40 |
Outstanding, number of shares (in shares) | shares | 7,750 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 4.45 |
Outstanding, weighted average remaining contractual life (in years) | 6 years 109 days |
Outstanding, aggregate intrinsic value | $ | $ 199 |
Vested and exercisable at June 30, 2015, number of shares (in shares) | shares | 1,954 |
Vested and exercisable at June 30, 2015, weighted average exercise price per share (in dollars per share) | $ / shares | $ 7.30 |
Vested and exercisable at June 30, 2015, weighted average remaining contractual life (in years) | 5 years 73 days |
Vested and exercisable, aggregate intrinsic value | $ | $ 36 |
Unvested at June 30, 2015, net of estimated forfeitures, number of shares (in shares) | shares | 5,795 |
Unvested at June 30, 2015, net of estimated forfeitures, weighted average exercise price per share (in dollars per share) | $ / shares | $ 3.50 |
Unvested at June 30, 2015, net of estimated forfeitures, weighted average remaining contractual life (in years) | 6 years 219 days |
Unvested, net of estimated forfeitures, aggregate intrinsic value | $ | $ 163 |
Note 9 - Weighted Average Assum
Note 9 - Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.22% | 1.50% |
Expected life (in years) | 4 years 273 days | 4 years 273 days |
Expected volatility | 69.27% | 56.00% |
Weighted average fair value per share (in dollars per share) | $ 1.10 | $ 2.92 |
Note 9 - Summary of Restricted
Note 9 - Summary of Restricted Stock Awards and Restricted Stock Unit Awards (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Restricted Stock and Restricted Stock Units [Member] | |
Unvested at December 31, 2014, number of shares (in shares) | shares | 335 |
Unvested at December 31, 2014, weighted average grant date fair value (in dollars per share) | $ 5.37 |
Granted, number of shares (in shares) | shares | 712 |
Granted, weighted average exercise price per share (in dollars per share) | $ 1.79 |
Forfeited, number of shares (in shares) | shares | (12) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 11.82 |
Vested, number of shares (in shares) | shares | (685) |
Vested, weighted average grant date fair value (in dollars per share) | $ 2.04 |
Unvested at September 30, 2015, number of shares (in shares) | shares | 350 |
Unvested at September 30, 2015, weighted average grant date fair value (in dollars per share) | $ 4.68 |
Granted, weighted average exercise price per share (in dollars per share) | $ 1.95 |
Note 9 - Summary of Stock Based
Note 9 - Summary of Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based compensation | $ 1,222 | $ 2,265 |
Less: Capitalized stock-based compensation | 82 | 119 |
Stock-based compensation expense, net | $ 1,140 | $ 2,146 |
Note 9 - Stock-based Compensa49
Note 9 - Stock-based Compensation Expense, Net of Capitalization, Included in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cost of Sales [Member] | ||
Stock-based compensation expense, net | ||
Allocated Share-based Compensation Expense | $ 50 | $ 156 |
Selling and Marketing Expense [Member] | ||
Stock-based compensation expense, net | ||
Allocated Share-based Compensation Expense | 201 | 482 |
Product and Technology [Member] | ||
Stock-based compensation expense, net | ||
Allocated Share-based Compensation Expense | 62 | 168 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense, net | ||
Allocated Share-based Compensation Expense | 827 | 1,340 |
Allocated Share-based Compensation Expense | $ 1,140 | $ 2,146 |
Note 10 - Restructuring Charg50
Note 10 - Restructuring Charges (Details Textual) $ in Millions | Mar. 31, 2016USD ($) |
Restructuring Plan 2015 [Member] | Prepaid Expenses and Other Current Assets [Member] | |
Restructuring and Related Cost, Expected Cost | $ 0.4 |
Note 10 - Summary of the 2015 A
Note 10 - Summary of the 2015 Accrued Restructuring Liability (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Severance [Member] | Restructuring Plan 2015 [Member] | ||
Balance at December 31, 2015 | $ 586,000 | |
Amounts accrued | 164,000 | |
Amounts (paid) received | $ (603,000) | |
Accretion | ||
Non-cash items | $ (2,000) | |
Balance at March 31, 2016 | 145,000 | |
Facility Closing [Member] | Restructuring Plan 2015 [Member] | ||
Balance at December 31, 2015 | 606,000 | |
Amounts accrued | 1,930,000 | |
Amounts (paid) received | 34,000 | |
Accretion | (65,000) | |
Non-cash items | (654,000) | |
Balance at March 31, 2016 | 1,851,000 | |
Other Restructuring [Member] | Restructuring Plan 2015 [Member] | ||
Balance at December 31, 2015 | $ 344,000 | |
Amounts accrued | ||
Amounts (paid) received | $ (278,000) | |
Accretion | ||
Non-cash items | ||
Balance at March 31, 2016 | $ 66,000 | |
Restructuring Plan 2015 [Member] | ||
Balance at December 31, 2015 | 1,536,000 | |
Amounts accrued | 2,094,000 | |
Amounts (paid) received | (847,000) | |
Accretion | (65,000) | |
Non-cash items | (656,000) | |
Balance at March 31, 2016 | 2,062,000 | |
Balance at December 31, 2015 | 3,329,000 | |
Amounts accrued | 2,456,000 | $ 1,455,000 |
Balance at March 31, 2016 | $ 3,829,000 |
Note 10 - Summary of the 2014 A
Note 10 - Summary of the 2014 Accrued Restructuring Liability (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Facility Closing [Member] | Restructuring Plan 1, 2014 [Member] | |
Balance at December 31, 2015 | $ 1,793,000 |
Amounts (paid) received | (26,000) |
Balance at March 31, 2016 | 1,767,000 |
Restructuring Plan 1, 2014 [Member] | |
Balance at December 31, 2015 | 1,793,000 |
Amounts (paid) received | (26,000) |
Balance at March 31, 2016 | 1,767,000 |
Balance at December 31, 2015 | 3,329,000 |
Balance at March 31, 2016 | $ 3,829,000 |
Note 11 - Gain on Deconsolida53
Note 11 - Gain on Deconsolidation of Subsidiary (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Deconsolidation, Gain (Loss), Amount | $ (72,000) | $ 2,900,000 |
Note 12 - Debt and Other Obli54
Note 12 - Debt and Other Obligations (Details Textual) | Dec. 17, 2015USD ($)$ / shares | Nov. 09, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / shares | Apr. 01, 2016USD ($) | Feb. 04, 2016 | Dec. 31, 2015USD ($)$ / shares |
Hercules [Member] | If Prepayment Occurs After November 9, 2017 [Member] | |||||||
Debt Instrument Prepayment Fee, Percentage | 0.00% | ||||||
Hercules [Member] | If Prepayment Occurs On or Prior to November 9, 2016 [Member] | |||||||
Debt Instrument Prepayment Fee, Percentage | 3.00% | ||||||
Hercules [Member] | If Prepayment Occurs After November 9, 2016 but On or Prior to November 9, 2017 [Member] | |||||||
Debt Instrument Prepayment Fee, Percentage | 2.00% | ||||||
Hercules [Member] | Minimum [Member] | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 11.75% | 12.00% | |||||
Hercules [Member] | Prime Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | ||||||
Hercules [Member] | Subsequent Event [Member] | |||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | $ 12,500,000 | ||||||
Hercules [Member] | |||||||
Debt Instrument, Face Amount | $ 25,000,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | ||||||
Debt Instrument, Fee Amount | 300,000 | ||||||
Debt Issuance Costs, Net | $ 200,000 | ||||||
Debt Instrument, Term | 3 years | ||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 1,500,000 | ||||||
Debt Instrument Minimum Prepayment, Amount | 2,500,000 | ||||||
Debt Instrument, Covenant Description, Aggregate Foreign Subsidiary Exclusion | $ 18,000,000 | ||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | $ 15,000,000 | 17,500,000 | |||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents, Positive Earnings Achieved | 12,500,000 | $ 12,500,000 | |||||
Loan Processing Fee | $ 200,000 | ||||||
Debt Instrument, Covenant Description, Foreign Subsidiary Investment, Maximum | 4,000,000 | ||||||
Debt Instrument, Covenant Description, Foreign Subsidiary Investment, Maximum, Thereafter | 5,500,000 | ||||||
Subsequent Event [Member] | |||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | 12,500,000 | ||||||
VantagePoint Notes [Member] | Vantage Point [Member] | |||||||
Convertible Notes, Related Party | 5,000,000 | ||||||
Additional Notes Issuable | $ 5,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | ||||||
Debt Instrument, Convertible, Conversion Ratio | 200 | ||||||
Debt Instrument, Convertible, Amount of Principal for Conversion of Stock | $ 1,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5 | ||||||
Maximum Percentage of Oustanding shares that may Be Converted | 1.90% | ||||||
Vantage Point [Member] | |||||||
Convertible Notes, Related Party | $ 5,000,000 | $ 5,000,000 | |||||
Vantage Point [Member] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 42.00% | ||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents | $ 15,000,000 | ||||||
Debt Instrument, Covenant Description, Minimum Cash and Cash Equivalents, Positive Earnings Achieved | $ 12,500,000 | $ 12,500,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 300,000 | 177,304 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.85 | $ 2.82 | |||||
Class of Warrant or Right, Absolute Return Per Share, Maximum | $ / shares | $ 2.55 | ||||||
Warrants and Rights Outstanding | $ 300,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Expense (Benefit) | $ 267 | $ 99 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (5,885) | $ (12,683) |
Note 14 - Antidilutive Securiti
Note 14 - Antidilutive Securities Excluded in Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restricted Stock Units and Unvested Restricted Stock [Member] | ||
Antidilutive securities (in shares) (in shares) | 331 | 816 |
Stock Options, Convertible Notes, and Warrant [Member] | ||
Antidilutive securities (in shares) (in shares) | 7,886 | 6,243 |
Antidilutive securities (in shares) (in shares) | 8,217 | 7,059 |
Note 14 - Earnings Per Share (D
Note 14 - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Loss from continuing operations | $ (6,152) | $ (12,782) |
Denominator: | ||
Weighted average common shares used in computation of loss per share (in shares) | 29,808 | 29,070 |
Loss per share, basic and diluted (in dollars per share) | $ (0.21) | $ (0.44) |
Note 15 - Segment Information (
Note 15 - Segment Information (Details Textual) | 3 Months Ended |
Mar. 31, 2016 | |
Number of Operating Segments | 1 |
Note 16 - Supplemental Cash F59
Note 16 - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Non-cash investing and financing activities: | ||
Capitalized software development costs resulting from stock-based compensation and deferred payment obligations | $ 82 | $ 119 |
Unpaid purchases of property and equipment | $ 5 | 114 |
Assets acquired under capital leases | $ (157) |