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. |