Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 10, 2016 | |
Document Information [Line Items] | ||
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) | 100 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Convertible Debt [Member] | ||
Current Liabilities: | ||
Convertible notes – related party | $ 5,000,000 | $ 5,000,000 |
Cash and cash equivalents | 15,171,000 | 18,833,000 |
Short-term investments | 274,000 | 359,000 |
Accounts receivable, net of allowance for doubtful accounts of $853 and $803 at June 30, 2016 and December 31, 2015, respectively | 7,137,000 | 6,278,000 |
Prepaid expenses and other current assets | 6,748,000 | 8,296,000 |
Total current assets | 29,330,000 | 33,766,000 |
Property and equipment, net | 10,763,000 | 13,550,000 |
Capitalized software development costs, net | 19,559,000 | 20,691,000 |
Restricted cash- term loan | 12,500,000 | 15,000,000 |
Restricted cash | 3,451,000 | 3,502,000 |
Intangible assets, net | 3,543,000 | 4,011,000 |
Non-marketable investments | 9,000,000 | 9,000,000 |
Other assets | 2,557,000 | 2,547,000 |
Goodwill | 20,200,000 | 20,129,000 |
Total assets | 110,903,000 | 122,196,000 |
Accounts payable | 32,036,000 | 33,581,000 |
Accrued compensation and benefits | 12,739,000 | 14,478,000 |
Deferred revenue | 22,566,000 | 22,985,000 |
Accrued restructuring | 3,389,000 | 3,329,000 |
Term loan | 13,296,000 | 8,352,000 |
Capital lease | 707,000 | 698,000 |
Other current liabilities | 9,256,000 | 10,166,000 |
Liabilities of discontinued operations | 798,000 | 804,000 |
Total current liabilities | 94,787,000 | 94,393,000 |
Term loan | 11,758,000 | 16,194,000 |
Capital lease | 131,000 | 484,000 |
Deferred rent and other liabilities | 8,031,000 | 8,111,000 |
Total liabilities | 119,707,000 | 124,182,000 |
Stockholders’ Deficit: | ||
Common stock $0.00001 par value—140,000 shares authorized; 30,103 and 29,639 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 0 | 0 |
Receivable from stockholder | (57,000) | (55,000) |
Additional paid-in capital | 143,512,000 | 140,398,000 |
Accumulated deficit | (146,473,000) | (136,084,000) |
Accumulated other comprehensive loss | (5,786,000) | (6,245,000) |
Total stockholders’ deficit | (8,804,000) | (1,986,000) |
Total liabilities and stockholders’ deficit | $ 110,903,000 | $ 122,196,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 853 | $ 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) | 30,103 | 29,639 |
Common stock, shares outstanding (in shares) | 30,103 | 29,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | $ 81,460,000 | $ 98,776,000 | $ 160,169,000 | $ 198,339,000 |
Cost of revenue | 45,591,000 | 55,390,000 | 89,442,000 | 111,607,000 |
Operating expenses: | ||||
Selling and marketing | 22,975,000 | 33,046,000 | 46,099,000 | 69,329,000 |
Product and technology | 6,063,000 | 7,082,000 | 12,149,000 | 14,504,000 |
General and administrative | 9,536,000 | 9,910,000 | 17,414,000 | 20,623,000 |
Amounts accrued | 233,000 | 3,133,000 | 2,689,000 | 4,588,000 |
Total operating expenses | 38,807,000 | 53,171,000 | 78,351,000 | 109,044,000 |
Operating loss | (2,938,000) | (9,785,000) | (7,624,000) | (22,312,000) |
Deconsolidation, Gain (Loss), Amount | (99,000) | (171,000) | ||
Interest expense | (1,115,000) | (713,000) | (2,230,000) | (788,000) |
Other income (expense), net | (90,000) | 135,000 | (78,000) | 216,000 |
Loss before income taxes | (4,062,000) | (10,633,000) | (9,947,000) | (23,316,000) |
Income tax provision (benefit) | 175,000 | (40,000) | 442,000 | 59,000 |
Net loss | $ (4,237,000) | $ (10,593,000) | $ (10,389,000) | $ (23,375,000) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.14) | $ (0.36) | $ (0.35) | $ (0.80) |
Weighted average common shares used in the computation of loss per share: | ||||
Basic and diluted (in dollars per share) | $ 29,840 | $ 29,097 | $ 29,824 | $ 29,083 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss | $ (4,237) | $ (10,593) | $ (10,389) | $ (23,375) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 404 | (204) | 459 | (70) |
Comprehensive loss | $ (3,833) | $ (10,797) | $ (9,930) | $ (23,445) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (10,389,000) | $ (23,375,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 8,965,000 | 10,283,000 |
Stock-based compensation | 2,537,000 | 4,360,000 |
Restructuring charges | 2,689,000 | 4,588,000 |
Loss on deconsolidation of subsidiary | 171,000 | |
(Gain) loss on disposal of fixed assets | (9,000) | 135,000 |
Provision for doubtful accounts | 396,000 | 66,000 |
Non-cash interest expense, net | 558,000 | 173,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,103,000) | 1,859,000 |
Prepaid expenses and other current assets | 1,419,000 | 2,229,000 |
Restricted cash | (249,000) | |
Other assets | 55,000 | (264,000) |
Accounts payable | (1,894,000) | (8,475,000) |
Accrued compensation and benefits | (648,000) | (823,000) |
Deferred revenue | (598,000) | (1,259,000) |
Accrued restructuring | (1,280,000) | (2,358,000) |
Deferred rent and other liabilities | (29,000) | (129,000) |
Net cash provided by (used in) operating activities, continuing operations | 591,000 | (12,990,000) |
Net cash used in operating activities, discontinued operations | (7,000) | (60,000) |
Net cash provided by (used in) operating activities | 584,000 | (13,050,000) |
Cash flows from investing activities: | ||
Additions to property, equipment and software | (5,257,000) | (7,748,000) |
Proceeds from sales of property and equipment | 348,000 | |
Changes in restricted cash due to certificates of deposits | 360,000 | 50,000 |
Maturities of certificates of deposits and short-term investments | 145,000 | 796,000 |
Net cash used in investing activities | (4,404,000) | (6,902,000) |
Cash flows from financing activities: | ||
Proceeds from term loan, net | 24,700,000 | |
Changes in restricted cash- term loan | 2,500,000 | (17,500,000) |
Payment of deferred and contingent consideration | (1,346,000) | (434,000) |
Proceeds from exercise of stock options | 5,000 | 6,000 |
Principal payments on capital lease obligations | (385,000) | (443,000) |
Term loan costs | (194,000) | |
Common stock repurchases | (492,000) | (5,000) |
Net cash provided by financing activities | 282,000 | 6,130,000 |
Effect of exchange rate changes on cash and cash equivalents | (124,000) | (1,274,000) |
Net change in cash and cash equivalents | (3,662,000) | (15,096,000) |
Cash and cash equivalents—beginning of period | 18,833,000 | 43,720,000 |
Cash and cash equivalents—end of period | $ 15,171,000 | $ 28,624,000 |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 6 Months Ended |
Jun. 30, 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™ The Merger On June 27, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which Gannett Co., Inc. (“Parent”) and Raptor Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Parent, commenced a tender offer (the “Offer”) on July 11, 2016 to acquire all of the Company’s outstanding shares of common stock at a purchase price of $4.60 per share in cash, subject to reduction for any applicable withholding taxes, without interest (“Merger Consideration”). Upon the completion of the tender offer on August 9, 2016, Purchaser acquired over 92% of the Company's outstanding common stock and, promptly afterwards, Purchaser merged with and into the Company without a vote of the Company's stockholders (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. The Company is now in the process of deregistering under the Exchange Act. In connection with the closing of the Merger, on August 9, 2016, the Company repaid its $25.0 million term loan with Hercules Technology Growth Capital (“Hercules Loan Agreement”), including applicable fees and interest, in full. In addition, in connection with the closing, the Company’s issued and outstanding convertible notes of $5.0 million with affiliates of VantagePoint, the Company’s largest shareholder, were repaid in full. In connection with the Merger, the Company recognized acquisition-related costs of $2.4 million for the three and six months ended June 30, 2016, which are included in operating expenses in the condensed consolidated statements of operations, primarily related to professional services fees. See Note 17, Subsequent Events, for more information. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 2016, the Company’s results of operations for the three and six months ended June 30, 2016 and 2015 and the Company’s cash flows for the six months ended June 30, 2016 and 2015. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All references to the three and six months ended June 30, 2016 and 2015 in the notes to the condensed consolidated financial statements are unaudited. T August 9, 2016. See Note 17, Subsequent Events, for more information. 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 June 30, 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 was required to maintain, at all times, cash in North America of at least $15.0 million, unless the Company achieved 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 June 30, 2016 and December 31, 2015, the Company had restricted cash in the amount of $3.5 million, of which, $0.2 million, related to the employee health care self-insurance plan. 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. 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 . The guidance in this update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance throughout the Codification. Additionally, this update supersedes some cost guidance included in ASC 605-35, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2016 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 $ 15,171 $ 15,171 $ - $ - Restricted cash-term loan $ 12,500 $ 12,500 $ - $ - Short-term investments $ 274 $ 274 $ - $ - Restricted cash $ 3,451 $ - $ 3,451 $ - Basis of Fair Value Measurement Balance at December 31, 2015 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 June 30, 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: June 30, 2016 Carrying Amount Estimated Fair Value (in thousands) Term loan $ 25,054 $ 24,800 Convertible notes- related party $ 5,000 $ 4,500 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 prior to the closing of the Merger, related to its Hercules Loan Agreement and VantagePoint Notes. The term loan and notes were determined using Level 3 inputs 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 their 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 determined 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 | 6 Months Ended |
Jun. 30, 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 and on May 20, 2016 the Company made the final payment of $1.35 million for the indemnity holdback. 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 | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill and Finite-Lived Intangible Assets At June 30, 2016 and December 31, 2015, goodwill consisted of the following (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 - 71 71 Balance at June 30 2016 $ 13,680 $ 6,520 $ 20,200 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 imp airment 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 six months ended June 30, 2016, no events have occurred or circumstances have changed to indicate that goodwill might be impaired. Finite-Lived Intangible Assets At June 30, 2016 and December 31, 2015, finite-lived intangible assets consisted of the following (in thousands): June 30, 2016 Useful Life (years) Gross Value Accumulated Amortization Net Developed technology 3-8 $ 5,490 $ 3,107 $ 2,383 Customer contracts and relationships 2-4 1,773 1,090 683 Trade names 10 570 93 477 Total $ 7,833 $ 4,290 $ 3,543 December 31, 2015 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 $ 491 2017 685 2018 584 2019 431 2020 431 Thereafter 921 Total $ 3,543 For the three months ended June 30, 2016 and 2015, amortization expense related to acquired intangible assets was $0.2 million and $0.4 million, respectively. For the six months ended June 30, 2016 and 2015, amortization expense related to acquired intangible assets was $0.5 million and $0.9 million, respectively. |
Note 6 - Software Development C
Note 6 - Software Development Costs | 6 Months Ended |
Jun. 30, 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): June 30, 2016 December 31, 2015 Capitalized software development costs $ 72,460 $ 67,610 Accumulated amortization (52,901 ) (46,919 ) Capitalized software development costs, net $ 19,559 $ 20,691 For the three months ended June 30, 2016 and 2015, the Company recorded amortization expense of $2.9 million and $3.0 million, respectively. For the six months ended June 30, 2016 and 2015, the Company recorded amortization expense of $5.7 million and $5.8 million, respectively. At June 30, 2016 and December 31, 2015, $3.8 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 | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 7 . Commitments and Contingencies L egal 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. On July 15, 2016, Todd Miranda filed a putative class action lawsuit challenging the Merger in the Superior Court of the State of California, County of Los Angeles. In addition to the Company, the members of the Company’s Board of Directors and certain Gannett entities were named as defendants. The complaint alleges breaches of fiduciary duty by the individual members of the Company Board in connection with the Merger Agreement by allegedly accepting an inadequate offer price and allegedly agreeing to unreasonable deal protection provisions, among other actions. The complaint further alleges that the Company, Parent and Purchaser aided and abetted the purported breaches of fiduciary duty. The plaintiffs generally seek equitable and On July 27, 2016, Donal Casey filed a putative class action lawsuit challenging the Merger in the Superior Court of the State of California, County of Los Angeles. In addition to the Company, the members of the Company’s Board of Directors were named as defendants. The complaint alleges breaches of fiduciary duty by the individual members of the Company Board in connection with the Merger Agreement by allegedly failing to properly value the Company, allegedly agreeing to unreasonable deal protection provisions, and allegedly failing to make adequate disclosures regarding the Merger, among other actions. The plaintiffs generally seek equitable and |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 1,761 $ 1.89 Exercised (15 ) $ 0.34 Forfeited (378 ) $ 5.50 Outstanding at June 30, 2016 7,916 $ 4.33 6.2 $ 9,899 Vested and exercisable at June 30, 2016 3,006 $ 5.86 6.0 $ 2,110 Unvested at June 30, 2016, net of estimated forfeitures 4,910 $ 3.40 6.3 $ 7,789 The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the three and six months ended June 30, 2016 and 2015: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 1.39 % 1.54 % 1.26 % 1.53 % Expected life (in years) 5.37 4.99 4.88 4.93 Expected volatility 68 % 57 % 69 % 57 % The per-share weighted average grant date fair value of options granted during the six months ended June 30, 2016 was $1.07. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2016 and 2015, were $19,337 and $68,531, respectively. 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 $ 1.90 Forfeited (17 ) $ 5.99 Vested (755 ) $ 2.45 Unvested at June 30, 2016 275 $ 4.51 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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 Stock-based compensation $ 1,450 $ 2,314 $ 2,673 $ 4,579 Less: Capitalized stock-based compensation 53 100 136 219 Stock-based compensation expense, net $ 1,397 $ 2,214 $ 2,537 $ 4,360 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 Six Months Ended June 30, June 30, 2016 2015 2016 2015 Stock-based compensation expense, net Cost of revenue $ 59 $ 134 $ 109 $ 290 Selling and marketing 207 424 408 906 Product and technology 178 126 240 294 General and administrative 953 1,530 1,780 2,870 Stock-based compensation expense, net $ 1,397 $ 2,214 $ 2,537 $ 4,360 At June 30, 2016, there was $9.3 million of unrecognized stock-based compensation related to restricted stock, restricted stock units and outstanding stock options, net of estimated forfeitures. This amount is expected to be recognized over a weighted average period of 1.4 years. Future stock-based compensation expense for these awards may differ 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 stock portion of the 2015 annual corporate bonus plan. During the three and six months ended June 30, 2016, the Company has recognized stock-based compensation expense related to the 2016 plan of $0.3 million and $0.3 million, respectively. As of June 30, 2016, approximately 273,998 shares would be required to satisfy the total estimated obligation relating to the stock portion of 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. Effect of the Merger Immediately prior to the effective time of the Merger on August 9, 2016, each outstanding Company stock option, whether or not vested, was cancelled and converted into the right to receive an amount in cash, if any, without interest and less the amount of any tax withholdings, equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the exercise price per share of such option, and (B) the number of Company shares underlying such option. Any Company stock option with an exercise price per share in excess of the Merger Consideration was cancelled without payment. Each outstanding Company restricted stock unit award and each restricted stock award, whether or not vested, was cancelled and converted into the right to receive an amount in cash, if any, without interest and less the amount of any tax withholdings, equal to the product of (A) the Merger Consideration, and (B) the number of Company shares underlying such award. |
Note 10 - Restructuring Charges
Note 10 - Restructuring Charges | 6 Months Ended |
Jun. 30, 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 was 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 were 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 six months ended June 30, 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. 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-downs Other Associated Costs Total Balance at December 31, 2015 $ 586 $ 606 $ 344 $ 1,536 Amounts accrued 292 1,879 - $ 2,171 Amounts paid (813 ) (18 ) (278 ) $ (1,109 ) Accretion - (169 ) - $ (169 ) Non-cash items (8 ) (654 ) - $ (662 ) Balance at June 30, 2016 $ 57 $ 1,644 $ 66 $ 1,767 In addition to the amount paid above, the Company also has a prepaid balance for restructuring as of June 30, 2016, of $0.2 million included in “Prepaid expenses and other current assets” on the consolidated balance sheet. The Company expects the remaining facility closure liabilities 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 Plan s 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. 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 and Equipment Write-downs Total Balance at December 31, 2015 $ 1,793 $ 1,793 Amounts paid (171 ) $ (171 ) Balance at June 30, 2016 $ 1,622 $ 1,622 The Company expects the remaining facility closure liabilities to be paid through the third quarter of 2024. |
Note 11 - Gain (loss) on Decons
Note 11 - Gain (loss) on Deconsolidation of Subsidiary | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Deconsolidation of Subsidiary [Text Block] | 1 1 . 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 and six months ended June 30, 2016, the Company recorded a loss of $0.1 million and $0.2 million, respectively, 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 | 6 Months Ended |
Jun. 30, 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, 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 had 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% through June 30, 2016. On the closing date of the Hercules Loan Agreement the Company paid a fee of $0.3 million, and debt issuance costs of $0.2 million. In accordance with t he Hercules Loan Agreement, the Company made monthly, contractual interest-only payments. The Company’s covenants under the Hercules Loan Agreement included 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. Under the Hercules Loan Agreement, the Company agreed to maintain minimum cash in North America at all times, which equaled $15.0 million at December 31, 2015 and reduced to $12.5 million as of April 1, 2016. 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 was required to maintain in North America from $17.5 million to $15.0 million and which amount would be further reduced to $12.5 million if the Company achieved positive “Adjusted EBITDA” as defined in the Hercules 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. In connection with the closing of the Merger, on August 9, 2016, the Company repaid the Hercules term loan in full, including applicable fees and accrued and unpaid interest of $2.3 million. H ercules 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. 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 exceeded $2.55 per share underlying the warrant, the warrant holder would pay the Company the excess in cash. 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. In connection with the closing of the Merger, on August 9, 2016, the warrant was cancelled in exchange for a payment in cash of an amount equal to (a) the total number of shares underlying the warrant (300,000), multiplied by (b) $2.55. 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 provided 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 bore an annual interest rate of 4%, compounded quarterly. The Company was required to begin making quarterly interest and principal payments commencing on April 15, 2017, subject to a subordination agreement with Hercules. The holders of the VantagePoint Notes had 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 represented an initial conversion price of $5.00 per share. 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 provided that, except in certain circumstances, the convertibility of the VantagePoint Notes was 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 b eneficially owned approximately 42% of the Company’s common stock as of June 30, 2016, and prior to the closing of the Merger, VantagePoint’s Chief Executive Officer and Managing Partner, was a member of the Company’s Board of Directors. In connection with the closing of the Merger, on August 9, 2016, the VantagePoint Notes , including applicable fees and accrued and unpaid interest of $0.2 million, were repaid in full. VantagePoint Irrevocable Letter of Credit and Reimbursement Agreement (Related Party) On May 31, 2016, the Company entered into a reimbursement agreement with certain affiliates of VantagePoint (“LC Creditors”) pursuant to which the Company has agreed to reimburse the LC Creditors for (i) any amounts drawn on a $2.0 million irrevocable letter of credit issued by First Republic Bank to PayPal, Inc. for which the LC Creditors provided cash collateral to First Republic Bank in the amount of $2.0 million, and (ii) related costs, expenses and fees. Additionally, pursuant to the reimbursement agreement, the Company agreed to pay the LC Creditors an annual fee equal to 10% of the original face amount of the letter of credit, payable quarterly beginning on June 30, 2016 and, if the letter of credit is drawn upon by PayPal, Inc. in any amount, the Company has agreed to pay a fee equal to 200% of the amount so drawn. As of June 30, 2016, the irrevocable letter of credit had not been drawn upon by PayPal, Inc. and no fee was owed by the Company. The Company expensed the annual fee as incurred. In connection with the closing of the Merger, the letter of credit was returned to the LC Creditors for cancellation and the reimbursement agreement was terminated. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 1 3 . 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 three and six months ended June 30, 2016, the Company recorded a provision for income taxes totaling $0.2 million and $0.4 million. This is compared to a benefit from income taxes of $40,000 and a provision for income taxes of $59,000 for the three and six months ended June 30, 2015, respectively. 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 June 30, 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 (loss) 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. Certain jurisdiction ’s statutes of limitations will begin to expire in 2017. |
Note 14 - Net Loss Per Share
Note 14 - Net Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 1 4 . 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. The Company had a loss from continuing operations for the three and six months ended June 30, 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 loss per common share as they would be anti-dilutive for the periods below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Deferred stock consideration and unvested restricted stock 294 644 293 779 Stock options, convertible notes, and warrant 8,753 7,189 8,313 6,721 9,047 7,833 8,606 7,500 The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Numerator: Net loss $ (4,237 ) $ (10,593 ) $ (10,389 ) $ (23,375 ) Denominator: Weighted average common shares used in computation of loss per share 29,840 29,097 29,824 29,083 Net loss per share, basic and diluted $ (0.14 ) $ (0.36 ) $ (0.35 ) $ (0.80 ) |
Note 15 - Segment Information
Note 15 - Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 1 5 . 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 | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 1 6 . Supplemental Cash Flow Information The following table sets forth supplemental cash flow disclosures (in thousands): Six Months Ended June 30, 2016 2015 Non-cash investing and financing activities: Capitalized software development costs resulting from stock-based compensation and deferred payment obligations $ 136 $ 219 Unpaid purchases of property and equipment $ 67 $ 131 Assets acquired under capital leases $ - $ (204 ) Issuance of warrant $ - $ 250 |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 17. Subsequent Events On June 27, 2016, the Company entered into a Merger Agreement under which Gannett Co., Inc. (“Parent”) and Raptor Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Parent, commenced a tender offer (the “Offer”) on July 11, 2016 to acquire all of the Company’s outstanding shares of common stock at a purchase price of $4.60 per share in cash, subject to reduction for any applicable withholding taxes, without interest (“Merger Consideration”). Upon completion of the tender offer on August 9, 2016, Purchaser acquired over 92% of the Company's outstanding common stock and, promptly afterwards, Purchaser merged with and into the Company without a vote of the Company's stockholders (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. Immediately prior to the effective time of the Merger on August 9, 2016, e ach outstanding Company stock option, whether or not vested, was cancelled and converted into the right to receive an amount in cash, if any, without interest and less the amount of any tax withholdings, equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the exercise price per share of such option, and (B) the number of Company shares underlying such option. Any Company stock option with an exercise price per share in excess of the Merger Consideration was cancelled without payment. Each outstanding Company restricted stock unit award and each restricted stock award, whether or not vested, was cancelled and converted into the right to receive an amount in cash, if any, without interest and less the amount of any tax withholdings, equal to the product of (A) the Merger Consideration, and (B) the number of Company shares underlying such award. In conn ection with the closing of the Merger, on August 9, 2016, the Company repaid the Hercules loan in full, including applicable fees and accrued and unpaid interest of $2.3 million. In addition, the warrant issued to Hercules was cancelled in exchange for a payment in cash of an amount equal to (a) the total number of shares underlying the warrant (300,000), multiplied by (b) $2.55. Further, the Company’s issued and outstanding convertible notes of $5.0 million with affiliates of VantagePoint, the Company’s largest shareholder, were repaid in full including applicable fees and accrued and unpaid interest of $0.2 million. The VantagePoint Irrevocable Letter of Credit was returned to the creditors for cancellation. In accordance with the Merger, the Company recognized acquisition-related costs of $2.4 million for the three and six months ended June 30, 2016, which are included in operating expenses in the condensed consolidated statements of operations, primarily related to professional services fees. Upon closing of the Merger, the Company incurred additional transaction-related costs of $7.3 million. As a result of the Merger, t he Company’s assets and liabilities will be fair valued as of the date of the acquisition, August 9, 2016, and will be recorded in Gannett’s consolidated financial statements based upon their appraised values in accordance with the acquisition method of accounting. This purchase price allocation will include the valuation of identifiable intangible assets, including developed technology, customer relationships, and trade names as well as estimates of other assets and liabilities. After the fair value has been assigned to assets and liabilities, the remainder of the purchase price will be recorded as goodwill. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2016, the Company’s results of operations for the three and six months ended June 30, 2016 and 2015 and the Company’s cash flows for the six months ended June 30, 2016 and 2015. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. All references to the three and six months ended June 30, 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 June 30, 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 was required to maintain, at all times, cash in North America of at least $15.0 million, unless the Company achieved 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 June 30, 2016 and December 31, 2015, the Company had restricted cash in the amount of $3.5 million, of which, $0.2 million, related to the employee health care self-insurance plan. |
Concentration Risk, Credit Risk, 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. 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 . The guidance in this update supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and most industry-specific guidance throughout the Codification. Additionally, this update supersedes some cost guidance included in ASC 605-35, 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 Financ25
Note 3 - Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Basis of Fair Value Measurement Balance at June 30, 2016 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 $ 15,171 $ 15,171 $ - $ - Restricted cash-term loan $ 12,500 $ 12,500 $ - $ - Short-term investments $ 274 $ 274 $ - $ - Restricted cash $ 3,451 $ - $ 3,451 $ - Basis of Fair Value Measurement Balance at December 31, 2015 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] | June 30, 2016 Carrying Amount Estimated Fair Value (in thousands) Term loan $ 25,054 $ 24,800 Convertible notes- related party $ 5,000 $ 4,500 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-26
Note 5 - Goodwill and Finite-lived Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 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 - 71 71 Balance at June 30 2016 $ 13,680 $ 6,520 $ 20,200 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2016 Useful Life (years) Gross Value Accumulated Amortization Net Developed technology 3-8 $ 5,490 $ 3,107 $ 2,383 Customer contracts and relationships 2-4 1,773 1,090 683 Trade names 10 570 93 477 Total $ 7,833 $ 4,290 $ 3,543 December 31, 2015 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 $ 491 2017 685 2018 584 2019 431 2020 431 Thereafter 921 Total $ 3,543 |
Note 6 - Software Development27
Note 6 - Software Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Capitalized Computer Software [Table Text Block] | June 30, 2016 December 31, 2015 Capitalized software development costs $ 72,460 $ 67,610 Accumulated amortization (52,901 ) (46,919 ) Capitalized software development costs, net $ 19,559 $ 20,691 |
Note 9 - Stock-based Compensa28
Note 9 - Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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 1,761 $ 1.89 Exercised (15 ) $ 0.34 Forfeited (378 ) $ 5.50 Outstanding at June 30, 2016 7,916 $ 4.33 6.2 $ 9,899 Vested and exercisable at June 30, 2016 3,006 $ 5.86 6.0 $ 2,110 Unvested at June 30, 2016, net of estimated forfeitures 4,910 $ 3.40 6.3 $ 7,789 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 1.39 % 1.54 % 1.26 % 1.53 % Expected life (in years) 5.37 4.99 4.88 4.93 Expected volatility 68 % 57 % 69 % 57 % |
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 $ 1.90 Forfeited (17 ) $ 5.99 Vested (755 ) $ 2.45 Unvested at June 30, 2016 275 $ 4.51 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Stock-based compensation $ 1,450 $ 2,314 $ 2,673 $ 4,579 Less: Capitalized stock-based compensation 53 100 136 219 Stock-based compensation expense, net $ 1,397 $ 2,214 $ 2,537 $ 4,360 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Stock-based compensation expense, net Cost of revenue $ 59 $ 134 $ 109 $ 290 Selling and marketing 207 424 408 906 Product and technology 178 126 240 294 General and administrative 953 1,530 1,780 2,870 Stock-based compensation expense, net $ 1,397 $ 2,214 $ 2,537 $ 4,360 |
Note 10 - Restructuring Charg29
Note 10 - Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring Plan 1, 2014 [Member] | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Facility Closures and Equipment Write-downs Total Balance at December 31, 2015 $ 1,793 $ 1,793 Amounts paid (171 ) $ (171 ) Balance at June 30, 2016 $ 1,622 $ 1,622 |
Restructuring Plan 2015 [Member] | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Workforce Reduction Costs Facility Closures and Equipment Write-downs Other Associated Costs Total Balance at December 31, 2015 $ 586 $ 606 $ 344 $ 1,536 Amounts accrued 292 1,879 - $ 2,171 Amounts paid (813 ) (18 ) (278 ) $ (1,109 ) Accretion - (169 ) - $ (169 ) Non-cash items (8 ) (654 ) - $ (662 ) Balance at June 30, 2016 $ 57 $ 1,644 $ 66 $ 1,767 |
Note 14 - Net Loss Per Share (T
Note 14 - Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Deferred stock consideration and unvested restricted stock 294 644 293 779 Stock options, convertible notes, and warrant 8,753 7,189 8,313 6,721 9,047 7,833 8,606 7,500 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Numerator: Net loss $ (4,237 ) $ (10,593 ) $ (10,389 ) $ (23,375 ) Denominator: Weighted average common shares used in computation of loss per share 29,840 29,097 29,824 29,083 Net loss per share, basic and diluted $ (0.14 ) $ (0.36 ) $ (0.35 ) $ (0.80 ) |
Note 16 - Supplemental Cash F31
Note 16 - Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Six Months Ended June 30, 2016 2015 Non-cash investing and financing activities: Capitalized software development costs resulting from stock-based compensation and deferred payment obligations $ 136 $ 219 Unpaid purchases of property and equipment $ 67 $ 131 Assets acquired under capital leases $ - $ (204 ) Issuance of warrant $ - $ 250 |
Note 1 - Organization and Des32
Note 1 - Organization and Description of Business (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Aug. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jul. 11, 2016 |
Subsequent Event [Member] | Merger Agreement [Member] | ||||
Business Acquisition, Share Price | $ 4.60 | |||
Business Combination, Acquisition Related Costs | $ 7.3 | |||
Subsequent Event [Member] | Hercules Loan [Member] | ||||
Repayment of Loan | 25 | |||
Repayment of Convertible Notes, Related Party | 5 | |||
Subsequent Event [Member] | VantagePoint Notes [Member] | ||||
Repayment of Convertible Notes, Related Party | $ 5 | |||
Merger Agreement [Member] | ||||
Business Combination, Acquisition Related Costs | $ 2.4 | $ 2.4 |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2016 | Apr. 02, 2016 | Dec. 31, 2015 | |
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 | ||
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 | $ 3.5 | $ 3.5 | |
Annual Corporate Bonus Plan, Percentage to be Settled With Restricted Stock Units | 50.00% |
Note 3 - Fair Value of Financ34
Note 3 - Fair Value of Financial Instruments (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 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 ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | $ 15,171,000 | $ 18,833,000 |
Restricted cash-term loan | 12,500,000 | 15,000,000 |
Short-term investments | 274,000 | 359,000 |
Restricted cash | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash-term loan | ||
Short-term investments | ||
Restricted cash | 3,451,000 | 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 | 15,171,000 | 18,833,000 |
Restricted cash-term loan | 12,500,000 | 15,000,000 |
Short-term investments | 274,000 | 359,000 |
Restricted cash | $ 3,451,000 | $ 3,502,000 |
Note 3 - Financial Instruments
Note 3 - Financial Instruments Not Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Vantage Point [Member] | ||
Convertible Notes, Related Party | $ 5,000 | $ 5,000 |
Convertible notes- related party | 4,500 | 4,600 |
Term loan | 25,054 | 24,546 |
Term loan | $ 24,800 | $ 24,500 |
Note 4 - Acquisitions (Details
Note 4 - Acquisitions (Details Textual) $ in Thousands, NZD in Millions | May 20, 2016USD ($) | Sep. 18, 2015USD ($) | Apr. 10, 2015USD ($) | Apr. 10, 2015NZD | Nov. 21, 2014USD ($) | Mar. 21, 2014USD ($) | Mar. 21, 2014NZD | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 21, 2014NZD |
Kickserv [Member] | Indemnity Holdback [Member] | ||||||||||
Payments to Acquire Businesses, Gross | $ 1,350 | |||||||||
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 | |||||||||
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 | ||||||||
Payments of Merger Related Costs, Financing Activities | $ 1,346 | $ 434 |
Note 5 - Goodwill and Finite-38
Note 5 - Goodwill and Finite-lived Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 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 | $ 400,000 | $ 500,000 | $ 900,000 |
Note 5 - Goodwill (Details)
Note 5 - Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 71,000 | (260,000) |
Goodwill | 6,520,000 | 6,449,000 |
Goodwill | 20,129,000 | 48,189,000 |
Accumulated impairment loss | 0 | (27,800,000) |
Foreign currency translation | 71,000 | (260,000) |
Goodwill | $ 20,200,000 | $ 20,129,000 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Developed Technology Rights [Member] | Minimum [Member] | ||
Useful Life | 3 years | 3 years |
Developed Technology Rights [Member] | Maximum [Member] | ||
Useful Life | 8 years | 8 years |
Developed Technology Rights [Member] | ||
Gross Value | $ 5,490 | $ 5,490 |
Accumulated Amortization | 3,107 | 2,920 |
Net | $ 2,383 | $ 2,570 |
Customer Relationships [Member] | Minimum [Member] | ||
Useful Life | 2 years | 2 years |
Customer Relationships [Member] | Maximum [Member] | ||
Useful Life | 4 years | 4 years |
Customer Relationships [Member] | ||
Gross Value | $ 1,773 | $ 1,733 |
Accumulated Amortization | 1,090 | 799 |
Net | $ 683 | $ 934 |
Trade Names [Member] | ||
Useful Life | 10 years | 10 years |
Gross Value | $ 570 | $ 570 |
Accumulated Amortization | 93 | 63 |
Net | 477 | 507 |
Gross Value | 7,833 | 7,793 |
Accumulated Amortization | 4,290 | 3,782 |
Net | $ 3,543 | $ 4,011 |
Note 5 - Estimated Amortization
Note 5 - Estimated Amortization Expense over the Remaining Lives (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Remaining 2,016 | $ 491 | |
2,017 | 685 | |
2,018 | 584 | |
2,019 | 431 | |
2,020 | 431 | |
Thereafter | 921 | |
Total | $ 3,543 | $ 4,011 |
Note 6 - Software Development42
Note 6 - Software Development Costs (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Capitalized Computer Software, Amortization | $ 2.9 | $ 3 | $ 5.7 | $ 5.8 | |
Capitalized Software Development Costs for Projects in Process | $ 3.8 | $ 3.8 | $ 2.9 |
Note 6 - Capitalized Software D
Note 6 - Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Capitalized software development costs | $ 72,460 | $ 67,610 |
Accumulated amortization | (52,901) | (46,919) |
Capitalized software development costs, net | $ 19,559 | $ 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 Compensa45
Note 9 - Stock-based Compensation (Details Textual) - USD ($) | Feb. 26, 2016 | Jan. 09, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 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 | $ 300,000 | $ 300,000 | ||||
Stock Option Exchange [Member] | ||||||
Allocated Share-based Compensation Expense | $ 1,500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.07 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 19,337 | $ 68,531 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 9,300,000 | $ 9,300,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 146 days | |||||
Annual Corporate Bonus Plan, Percentage to be Settled With Restricted Stock Units | 50.00% | |||||
Allocated Share-based Compensation Expense | $ 1,397,000 | $ 2,214,000 | $ 2,537,000 | $ 4,360,000 | ||
Annual Corporate Bonus Plan, Shares Required to Satisfy Bonus Obligation | 273,998 | 273,998 | ||||
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 | 6 Months Ended |
Jun. 30, 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 | 1,761 |
Granted, weighted average exercise price per share (in dollars per share) | $ / shares | $ 1.89 |
Forfeited, number of shares (in shares) | shares | (378) |
Forfeited, weighted average exercise price per share (in dollars per share) | $ / shares | $ 5.50 |
Outstanding, number of shares (in shares) | shares | 7,916 |
Outstanding, weighted average exercise price per share (in dollars per share) | $ / shares | $ 4.33 |
Outstanding, weighted average remaining contractual life (in years) | 6 years 73 days |
Outstanding, aggregate intrinsic value | $ | $ 9,899 |
Vested and exercisable at June 30, 2015, number of shares (in shares) | shares | 3,006 |
Vested and exercisable at June 30, 2015, weighted average exercise price per share (in dollars per share) | $ / shares | $ 5.86 |
Vested and exercisable at June 30, 2015, weighted average remaining contractual life (in years) | 6 years |
Vested and exercisable, aggregate intrinsic value | $ | $ 2,110 |
Unvested at June 30, 2015, net of estimated forfeitures, number of shares (in shares) | shares | 4,910 |
Unvested at June 30, 2015, net of estimated forfeitures, weighted average exercise price per share (in dollars per share) | $ / shares | $ 3.40 |
Unvested at June 30, 2015, net of estimated forfeitures, weighted average remaining contractual life (in years) | 6 years 109 days |
Unvested, net of estimated forfeitures, aggregate intrinsic value | $ | $ 7,789 |
Note 9 - Weighted Average Assum
Note 9 - Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.39% | 1.54% | 1.26% | 1.53% |
Expected life (in years) | 5 years 135 days | 4 years 361 days | 4 years 321 days | 4 years 339 days |
Expected volatility | 68.00% | 57.00% | 69.00% | 57.00% |
Note 9 - Summary of Restricted
Note 9 - Summary of Restricted Stock Awards and Restricted Stock Unit Awards (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 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) | $ 1.90 |
Forfeited, number of shares (in shares) | shares | (17) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 5.99 |
Vested, number of shares (in shares) | shares | (755) |
Vested, weighted average grant date fair value (in dollars per share) | $ 2.45 |
Unvested at September 30, 2015, number of shares (in shares) | shares | 275 |
Unvested at September 30, 2015, weighted average grant date fair value (in dollars per share) | $ 4.51 |
Granted, weighted average exercise price per share (in dollars per share) | $ 1.89 |
Note 9 - Summary of Stock Based
Note 9 - Summary of Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation | $ 1,450 | $ 2,314 | $ 2,673 | $ 4,579 |
Less: Capitalized stock-based compensation | 53 | 100 | 136 | 219 |
Stock-based compensation expense, net | $ 1,397 | $ 2,214 | $ 2,537 | $ 4,360 |
Note 9 - Stock-based Compensa50
Note 9 - Stock-based Compensation Expense, Net of Capitalization, Included in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cost of Sales [Member] | ||||
Stock-based compensation expense, net | ||||
Allocated Share-based Compensation Expense | $ 59 | $ 134 | $ 109 | $ 290 |
Selling and Marketing Expense [Member] | ||||
Stock-based compensation expense, net | ||||
Allocated Share-based Compensation Expense | 207 | 424 | 408 | 906 |
Product and Technology [Member] | ||||
Stock-based compensation expense, net | ||||
Allocated Share-based Compensation Expense | 178 | 126 | 240 | 294 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense, net | ||||
Allocated Share-based Compensation Expense | 953 | 1,530 | 1,780 | 2,870 |
Allocated Share-based Compensation Expense | $ 1,397 | $ 2,214 | $ 2,537 | $ 4,360 |
Note 10 - Restructuring Charg51
Note 10 - Restructuring Charges (Details Textual) $ in Millions | Jun. 30, 2016USD ($) |
Restructuring Plan 2015 [Member] | Prepaid Expenses and Other Current Assets [Member] | |
Restructuring and Related Cost, Expected Cost | $ 0.2 |
Note 10 - Summary of the 2016 A
Note 10 - Summary of the 2016 Accrued Restructuring Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Severance [Member] | Restructuring Plan 2015 [Member] | ||||
Balance at December 31, 2015 | $ 586,000 | |||
Amounts accrued | 292,000 | |||
Amounts paid | (813,000) | |||
Accretion | ||||
Non-cash items | (8,000) | |||
Balance at June 30, 2016 | $ 57,000 | 57,000 | ||
Facility Closing [Member] | Restructuring Plan 2015 [Member] | ||||
Balance at December 31, 2015 | 606,000 | |||
Amounts accrued | 1,879,000 | |||
Amounts paid | (18,000) | |||
Accretion | (169,000) | |||
Non-cash items | (654,000) | |||
Balance at June 30, 2016 | 1,644,000 | 1,644,000 | ||
Other Restructuring [Member] | Restructuring Plan 2015 [Member] | ||||
Balance at December 31, 2015 | 344,000 | |||
Amounts accrued | ||||
Amounts paid | (278,000) | |||
Accretion | ||||
Non-cash items | ||||
Balance at June 30, 2016 | 66,000 | 66,000 | ||
Restructuring Plan 2015 [Member] | ||||
Balance at December 31, 2015 | 1,536,000 | |||
Amounts accrued | 2,171,000 | |||
Amounts paid | (1,109,000) | |||
Accretion | (169,000) | |||
Non-cash items | (662,000) | |||
Balance at June 30, 2016 | 1,767,000 | 1,767,000 | ||
Balance at December 31, 2015 | 3,329,000 | |||
Amounts accrued | 233,000 | $ 3,133,000 | 2,689,000 | $ 4,588,000 |
Balance at June 30, 2016 | $ 3,389,000 | $ 3,389,000 |
Note 10 - Summary of the 2014 A
Note 10 - Summary of the 2014 Accrued Restructuring Liability (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Facility Closing [Member] | Restructuring Plan 1, 2014 [Member] | |
Balance at December 31, 2015 | $ 1,793,000 |
Amounts paid | (171,000) |
Balance at June 30, 2016 | 1,622,000 |
Restructuring Plan 1, 2014 [Member] | |
Balance at December 31, 2015 | 1,793,000 |
Amounts paid | (171,000) |
Balance at June 30, 2016 | 1,622,000 |
Balance at December 31, 2015 | 3,329,000 |
Balance at June 30, 2016 | $ 3,389,000 |
Note 11 - Gain (loss) on Deco54
Note 11 - Gain (loss) on Deconsolidation of Subsidiary (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Deconsolidation, Gain (Loss), Amount | $ (99) | $ 2,900 | $ (171) |
Note 12 - Debt and Other Obli55
Note 12 - Debt and Other Obligations (Details Textual) | Aug. 09, 2016USD ($)$ / sharesshares | May 31, 2016USD ($) | Dec. 17, 2015USD ($)$ / shares | Nov. 09, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 25, 2016USD ($) | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | Apr. 02, 2016USD ($) | Feb. 04, 2016 | Dec. 31, 2015USD ($)$ / shares |
Hercules Loan [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 11.75% | 12.00% | |||||||||
Hercules Loan [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | ||||||||||
Hercules Loan [Member] | Subsequent Event [Member] | |||||||||||
Payments for Fees and Interest | $ 2,300,000 | ||||||||||
Hercules Loan [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, Covenant Description, Minimum Cash and Cash Equivalents | $ 17,500,000 | $ 15,000,000 | |||||||||
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] | VantagePoint Notes [Member] | |||||||||||
Payments of Debt Issuance Costs | $ 200,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Number of Shares of Cancelled Warrant | shares | 300,000 | ||||||||||
Class of Warrant or Right, Absolute Return Per Share | $ / shares | $ 2.55 | ||||||||||
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 | |||||||||
LC Creditors [Member] | Financial Standby Letter of Credit [Member] | |||||||||||
Maximum Letter of Credit Amount | $ 2,000,000 | ||||||||||
Letter of Credit Annual Fee Percentage | 10.00% | ||||||||||
Letter of Credit Draw Fee | 200.00% | ||||||||||
Amount of Letter of Credit Drawn | 0 | ||||||||||
LC Creditors [Member] | Fee of Letter of Credit [Member] | |||||||||||
Amount of Letter of Credit Drawn | $ 0 | ||||||||||
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 | |||||||||
Payments of Debt Issuance Costs | $ 194,000 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Expense (Benefit) | $ 175,000 | $ (40,000) | $ 442,000 | $ 59,000 |
Note 14 - Antidilutive Securiti
Note 14 - Antidilutive Securities Excluded in Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Deferred Stock Consideration and Unvested Restricted Stock [Member] | ||||
Antidilutive securities (in shares) | 294 | 644 | 293 | 779 |
Stock Options, Convertible Notes, and Warrant [Member] | ||||
Antidilutive securities (in shares) | 8,753 | 7,189 | 8,313 | 6,721 |
Antidilutive securities (in shares) | 9,047 | 7,833 | 8,606 | 7,500 |
Note 14 - Earnings Per Share (D
Note 14 - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net loss | $ (4,237) | $ (10,593) | $ (10,389) | $ (23,375) |
Denominator: | ||||
Weighted average common shares used in computation of loss per share (in shares) | 29,840 | 29,097 | 29,824 | 29,083 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.14) | $ (0.36) | $ (0.35) | $ (0.80) |
Note 15 - Segment Information (
Note 15 - Segment Information (Details Textual) | 6 Months Ended |
Jun. 30, 2016 | |
Number of Operating Segments | 1 |
Note 16 - Supplemental Cash F60
Note 16 - Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Non-cash investing and financing activities: | ||
Capitalized software development costs resulting from stock-based compensation and deferred payment obligations | $ 136 | $ 219 |
Unpaid purchases of property and equipment | 67 | 131 |
Assets acquired under capital leases | (204) | |
Issuance of warrant | $ 250 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Aug. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jul. 11, 2016 |
Subsequent Event [Member] | Merger Agreement [Member] | ||||
Business Acquisition, Share Price | $ 4.60 | |||
Business Combination, Acquisition Related Costs | $ 7.3 | |||
Subsequent Event [Member] | Hercules Loan [Member] | ||||
Payments for Fees and Interest | 2.3 | |||
Repayment of Convertible Notes, Related Party | 5 | |||
Subsequent Event [Member] | VantagePoint Notes [Member] | ||||
Payments for Fees and Interest | 0.2 | |||
Repayment of Convertible Notes, Related Party | $ 5 | |||
Subsequent Event [Member] | ||||
Number of Shares of Cancelled Warrant | 300,000 | |||
Class of Warrant or Right, Absolute Return Per Share | $ 2.55 | |||
Merger Agreement [Member] | ||||
Business Combination, Acquisition Related Costs | $ 2.4 | $ 2.4 |